GridRay

Terms of Use

Effective Date: September 5, 2026

1. Definitions

In these Terms of Use, the following terms shall have the meanings ascribed to them below:

  • “Company,” “We,” “Us,” “Our” refers to Gridverse Innovations Private Limited, a company incorporated under the laws of India, having its registered office at 412, C8, Sector 8, Rohini, Delhi 110085, India.
  • “Platform” refers to the websites operated by the Company, including www.gridray.com, store.gridray.com, and df.gridray.com, along with any associated mobile applications, APIs, and services.
  • “User,” “You,” “Your” refers to any individual or entity that accesses, registers on, or uses the Platform.
  • “Reseller” refers to a registered User who purchases products through the Platform for resale through their own channels.
  • “Vendor” or “Brand” refers to a brand or manufacturer that lists and supplies products on the Platform through the Company’s distribution network.
  • “Order Processing Centre” or “OPC” refers to the brand Vendor’s designated warehouse or processing facility from which Products are supplied and dispatched, and in whose records the tax invoice for a transaction is booked. The OPC is the supplier of record for the Products.
  • “Wallet” or “GridRay Wallet” refers to the account ledger maintained on the Platform for each registered User, recording amounts paid, credited, and applied in connection with that User’s transactions on the Platform.
  • “Products” refers to all goods listed on the Platform by Vendors through the Company.
  • “Services” refers to the authorisation, fulfilment coordination, logistics, invoicing, and other services provided by the Company through the Platform.
  • “Content” refers to all text, images, product descriptions, data, listings, reviews, and other materials uploaded or made available on the Platform by Users, Vendors, or the Company.

2. Acceptance of Terms

By accessing or using the Platform, You agree to be bound by these Terms of Use, the Privacy Policy, the Return & Refund Policy, and any other policies published on the Platform (collectively, the “Agreement”). If You do not agree with any part of this Agreement, You must not access or use the Platform.

The Company reserves the right to update or modify these Terms at any time. Changes will be communicated via email or through the Platform. Your continued use of the Platform after such changes constitutes acceptance of the revised Terms. It is Your responsibility to review these Terms periodically.

3. Eligibility & Account Registration

3.1 Eligibility

To register on the Platform, You must:

  • Be at least 18 years of age.
  • Be competent to enter into a legally binding contract under the Indian Contract Act, 1872.
  • Provide accurate and complete registration information.

A valid GSTIN (Goods and Services Tax Identification Number) is mandatory for Vendors listing products on the Platform. Resellers may register as individuals or as GST-registered businesses. All invoices issued through the Platform are GST-compliant. Resellers with a valid GSTIN are additionally eligible to claim Input Tax Credit (ITC) on their purchases (see Section 12).

3.2 Account Registration

You are responsible for maintaining the confidentiality of Your account credentials, including Your password and any authentication mechanisms. All activities that occur under Your account are Your responsibility. You must notify the Company immediately of any unauthorised use of Your account.

The Company reserves the right to refuse registration, suspend, or terminate any account at its discretion, with or without notice, if it reasonably believes the account is being misused or these Terms are being violated.

3.3 Account Information

You agree to provide accurate, current, and complete information during registration and to update such information promptly to keep it accurate and complete. The Company may verify Your identity and business credentials at any time and may suspend Your account pending verification.

4. Platform Services

4.1 Nature of Services

The Platform is a B2B2C distribution network and authorisation platform connecting Resellers with brand Vendors. The Company provides the following services:

  • Access to product catalogues at wholesale/dealer pricing, subject to any applicable Vendor pricing guidelines (see Section 16.3).
  • Coordination of order fulfilment and logistics. Products are dispatched from the OPC, and the Company arranges shipping through its courier partners.
  • GST-compliant tax invoices for every order, issued by the Company on behalf of the relevant brand Vendor’s Order Processing Centre (see Section 12.1).
  • A GridRay Wallet for funding orders and receiving refunds and credits (see Section 8).
  • Product listings, images, and marketing assets for Reseller use.
  • Return and refund management.

4.2 Service Availability

The Company strives to maintain uninterrupted access to the Platform but does not guarantee that the Platform will be available at all times. The Platform may be temporarily unavailable due to maintenance, updates, or circumstances beyond the Company’s control.

4.3 Third-Party Services

These Terms concern third-party services of two distinct kinds.

Services the Company uses. The Company relies on third-party providers, and on systems operated by brand Vendors, to operate the Platform and provide the Services.

Channels the Reseller uses. Resellers sell Products on the channels they choose — marketplaces, hosted storefronts, social platforms, offline, and their own websites, among others. The Reseller’s relationship with each channel, including the Reseller’s account standing and compliance with that channel’s policies, is solely between the Reseller and that channel’s operator.

The Company is not responsible for the availability, accuracy, or performance of any third-party service or channel, including any suspension, restriction, policy change, or fee change imposed by a channel operator on a Reseller’s account. Your use of third-party services and channels is governed by their respective terms and policies.

5. User Obligations

As a User of the Platform, You agree to:

  • Use the Platform only for lawful purposes and in accordance with these Terms.
  • Not engage in any activity that could harm, disable, or impair the Platform or interfere with any other User’s access.
  • Not attempt to gain unauthorised access to any part of the Platform, other accounts, or systems connected to the Platform.
  • Not use the Platform to transmit any malicious code, viruses, or harmful content.
  • Not use automated systems, bots, or scripts to access the Platform without the Company’s written consent.
  • Comply with all applicable laws and regulations, including but not limited to consumer protection, e-commerce, and taxation laws.
  • Not list, promote, or sell counterfeit, prohibited, or restricted products through any channel using Products sourced from the Platform.

6. Content & Intellectual Property Rights

6.1 Company Content

All content on the Platform, including but not limited to the website design, logos, trademarks, text, graphics, software, and product listings provided by the Company, is the intellectual property of the Company or its licensors. You may not reproduce, distribute, modify, or create derivative works from such content without prior written consent from the Company.

6.2 User Content

By uploading or submitting any content to the Platform (including reviews, feedback, or business information), You retain ownership of such content but grant the Company a non-exclusive, royalty-free, worldwide licence to use, display, reproduce, and distribute such content in connection with the operation of the Platform and the provision of Services.

6.3 Product Listings & Marketing Assets

The Company provides product images, descriptions, and marketing assets for Reseller use. These assets are licensed for use solely on selling channels where the Reseller is authorised to sell, and only in connection with the resale of Products sourced from the Platform. This licence is non-transferable and terminates upon account closure or termination.

6.4 Trademark Usage

Resellers may use brand names and trademarks only to the extent necessary for the legitimate resale of Products sourced through the Platform. Any use of brand trademarks for purposes beyond product resale requires separate written authorisation from the respective brand Vendor.

7. Product Warranties & Liability

7.1 Product Authenticity

The Company sources Products only from brand Vendors that have authorised it to do so. The Company warrants that it holds a subsisting sourcing authorisation from the relevant brand Vendor for each Product listed on the Platform, and will provide evidence of that authorisation on request in accordance with Section 7.5.

This is a warranty of authorised sourcing only. It is not a warranty as to the quality, condition, or fitness of any Product, which remains the responsibility of the brand Vendor under Section 7.2.

7.2 Brand & Vendor Accountability

Product warranties, including warranties for quality, fitness for purpose, and defect-free performance, are provided by the respective brand Vendors. The Company facilitates warranty claims on behalf of Resellers but is not the warrantor.

7.3 Platform Disclaimers

Save for the warranty of authorised sourcing expressly given in Section 7.1, the Company provides the Platform and Services on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, the Company disclaims all other warranties, express or implied, including but not limited to:

  • Implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
  • Warranties regarding the accuracy, reliability, or completeness of any product information.
  • Warranties that the Platform will be uninterrupted, error-free, or secure.

7.4 Limitation of Liability

To the maximum extent permitted by applicable law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities, arising from Your use of the Platform or Services.

The Company’s total cumulative liability for any claims arising under these Terms shall not exceed the total fees paid by You to the Company in the twelve (12) months preceding the event giving rise to the claim.

7.5 Product Authenticity Claims & Grievances

All Products available on the Platform are sourced from authorised brand Vendors. In the event that a Reseller or their end customer believes a product to be counterfeit, defective, or materially different from its description:

  1. The Reseller must report the concern to the GridRay support team with the order number, product details, and supporting evidence (photographs, packaging details, or third-party verification).
  2. The Company will coordinate with the respective Vendor to investigate the claim and provide a response within 10 business days.
  3. Where the claim is substantiated, the Company will facilitate a return and refund in accordance with the Return & Refund Policy, and may take further action against the Vendor as deemed appropriate.
  4. Upon request, the Company can provide proof of authorised sourcing, including Vendor authorisation records and supply chain documentation, to support the Reseller in resolving end-customer disputes.

The Company is not liable for product authenticity claims that arise from:

  • The Reseller’s own modifications, repackaging, or misrepresentation of the product.
  • Damage or alteration occurring after dispatch from the OPC.
  • Claims made by end customers directly against the Company, as the contractual relationship with the end customer is solely between the Reseller and the end customer.

The provisions of this section apply exclusively to Products purchased through the Platform and identifiable by a valid GridRay order number. The Company bears no responsibility for products sourced from any other supplier or channel, even if the products are of the same brand or type as those available on the Platform.

For any grievance related to products or services, Users may contact the Grievance Officer:

Grievance Officer: Anshul Garg, Director Address: 412, C8, Sector 8, Rohini, Delhi 110085, India Email: support@gridray.com Phone: +91 766 966 8553

The Grievance Officer shall acknowledge the complaint within 48 hours and endeavour to resolve it within 30 days, in accordance with the Consumer Protection (E-Commerce) Rules, 2020. This grievance timeline runs in parallel with, and does not extend, the 10 business day response timeline for product authenticity claims set out above.

8. GridRay Wallet

8.1 Wallet Functionality

Each registered User is provided with a GridRay Wallet: an account ledger maintained on the Platform that records amounts paid by, credited to, and applied on behalf of that User. The Wallet is used for:

  • Funding and settling orders placed on the Platform.
  • Crediting refunds for eligible returns, in accordance with the Return & Refund Policy.
  • Crediting reimbursements, such as return shipping costs where the return arises from a Vendor or Company fault.
  • Recording the settlement of Cash on Delivery (COD) orders.
  • Crediting cashbacks and promotional credits offered by the Company from time to time.

8.2 Funding the Wallet

Users may add funds to their Wallet through the payment methods supported on the Platform, for application against orders placed on the Platform. All Wallet transactions are recorded and visible in the User’s account.

8.3 Wallet Security

You are responsible for safeguarding access to Your Wallet. The Company may offer optional security features such as two-factor authentication (2FA) or a transaction PIN. The Company recommends enabling available security features to protect Your account.

The Company is not liable for unauthorised Wallet transactions resulting from the User’s failure to maintain account security or from sharing of account credentials.

8.4 Wallet Balance

The available Wallet balance is applied against orders placed on the Platform and against any amounts owed by the User to the Company or to Vendors.

Promotional credits and cashback amounts may carry conditions specified at the time of issuance, including limits on how and when they may be applied.

In the event of account closure, any remaining Wallet balance is dealt with in accordance with Section 13.2 (Wallet Balance on Closure).

8.5 No Interest

No interest shall accrue on Wallet balances. The Wallet is not a bank account or financial instrument and is not covered by deposit insurance.

9. Pricing & Payments

9.1 Product Pricing

Product prices on the Platform are wholesale/dealer prices set by the respective brand Vendors. The Company does not set or guarantee product pricing and reserves the right to update prices without prior notice.

Resellers are independent business operators who determine their own retail prices when reselling Products through their own channels. A Vendor may suggest a recommended retail price or a Minimum Advertised Price (MAP) to help protect the Vendor’s offline distribution partners (see Section 16.3). Any such suggestion is the Vendor’s own, is advisory only, and is not enforced by the Company or by the Platform. Nothing in these Terms requires a Reseller to charge any minimum price.

9.2 Payment Terms

Payment for orders must be made at the time of purchase through the Wallet or other payment methods supported on the Platform. Orders will not be processed until payment is confirmed.

Amounts paid by a Reseller for an order — the dealer price together with the shipping cost — are held by the Company in escrow. The Company settles those amounts with the relevant brand Vendor’s Order Processing Centre after the order has been delivered and the applicable return window under the Return & Refund Policy has closed. The Company’s commission is charged to the Vendor and not to the Reseller.

9.3 Pricing Errors

In the event of a pricing error on the Platform, the Company reserves the right to cancel orders placed at the incorrect price. If payment has been collected, a full refund will be issued to the User’s Wallet.

10. Order Fulfilment & Shipping

10.1 Order Processing

Orders placed before 12:00 PM (noon) are typically dispatched the same day, subject to product availability and warehouse operations. Same-day dispatch is a best-effort target and is not guaranteed. The Company will make commercially reasonable efforts to fulfil orders within the stated timelines but does not guarantee specific dispatch or delivery dates.

10.2 Shipping & Delivery

The Company arranges shipping through its courier partners. The Reseller bears the shipping cost for each order. Delivery timelines depend on the destination and courier availability.

Risk of loss and title to the Products pass to the Reseller upon dispatch from the OPC, save that loss of or damage to the Products occurring in transit on a shipment arranged by the Company or its courier partners shall be handled in accordance with the Return & Refund Policy.

10.3 Non-Delivery

If a shipment is undelivered or refused by the end customer, the provisions of the Return & Refund Policy apply.

11. Returns & Refunds

Returns and refunds are governed by the Return & Refund Policy published on the Platform. By using the Platform, You agree to the terms of the Return & Refund Policy, which is incorporated into these Terms by reference.

12. Tax Compliance

12.1 GST & Invoicing

Every order is accompanied by a GST-compliant tax invoice, issued by the Company on behalf of the relevant brand Vendor’s Order Processing Centre and booked in that OPC’s records. The OPC, not the Company, is the supplier of record for the Products. Each invoice carries the OPC’s GSTIN, applicable HSN codes, GST rate, and GST amount.

For GST-registered Resellers, invoices additionally include the Reseller’s GSTIN, enabling the Reseller to claim Input Tax Credit (ITC) as per the applicable GST provisions. GST-registered Resellers are responsible for:

  • Maintaining a valid and active GSTIN.
  • Filing GST returns accurately and on time.
  • Reconciling ITC claims with invoices received from the Platform.
  • Complying with all GST provisions applicable to their business.

Resellers who are not registered under GST receive the same GST-compliant tax invoices but are not eligible to claim ITC. Such Resellers are responsible for obtaining GST registration if and when their turnover or business activity requires it under applicable law.

12.2 Tax Deducted at Source (TDS)

Where applicable under the Income Tax Act, 1961 or the GST Act, TDS provisions shall be applied in accordance with the prevailing tax laws. The Company will deduct and deposit TDS as required and provide the User with the relevant TDS certificates (Form 16A or equivalent) within the prescribed timelines.

12.3 Income Tax

Users are solely responsible for their income tax obligations arising from profits earned through the resale of Products. The Company does not provide tax advice and recommends that Users consult a qualified tax professional for their specific circumstances.

12.4 Tax Documentation

The Company will make invoices, TDS certificates, and other tax-related documents available to Users through the Platform or upon request to the support team. Users are responsible for maintaining their own records for tax filing and audit purposes.

13. Account Closure & Termination

13.1 Voluntary Closure by User

A User may request account closure by contacting the GridRay support team. Upon receiving a closure request:

  • The account will be placed in a pending closure state for 90 days.
  • During the pending period, the User may not place new orders but may access the account to download invoices, transaction records, and other account data.
  • Any open orders, pending returns, or ongoing disputes must be resolved before the account can be fully closed.

13.2 Wallet Balance on Closure

Upon account closure:

  • Any remaining Wallet balance, after deducting outstanding liabilities, will be refunded to the User’s registered bank account within 30 business days of the final closure date.
  • The Company will communicate the refund amount and timeline to the User via email.

13.3 Termination by the Company

The Company may suspend or terminate a User’s account immediately if:

  • The User breaches these Terms or any other policies of the Platform.
  • The User engages in fraudulent, abusive, or illegal activity.
  • The User’s GSTIN, if provided, is found to be invalid, cancelled, or suspended.
  • The User fails to respond to verification requests within the specified timeframe.
  • Required by law or regulation.

In the event of termination by the Company, any Wallet balance will be handled in accordance with Section 13.2, after deducting any amounts owed to the Company or Vendors.

13.4 Effect of Closure

Upon full account closure:

  • Access to the Platform and all Services will be permanently revoked.
  • The licence to use product listings, images, and marketing assets is immediately terminated.
  • The Company may retain transaction records as required by applicable tax and accounting laws.

14. Dispute Resolution

14.1 Informal Resolution

In the event of a dispute arising from or in connection with these Terms, the parties shall first attempt to resolve the dispute amicably through discussion. Either party may initiate this process by sending a written notice to the other party describing the dispute and the proposed resolution.

14.2 Mediation

If the dispute is not resolved within 30 days of the written notice, either party may refer the dispute to mediation under the Mediation Act, 2023 (India). The mediation shall be conducted in New Delhi by a mutually agreed mediator.

14.3 Jurisdiction

If the dispute is not resolved through mediation, it shall be subject to the exclusive jurisdiction of the courts of New Delhi, India.

15. Indemnification

You agree to indemnify, defend, and hold harmless the Company, its directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from:

  • Your use of the Platform or Services.
  • Your violation of these Terms.
  • Your violation of any applicable law or regulation.
  • Any content You submit or upload to the Platform.
  • Any dispute between You and Your end customers arising from the resale of Products.

16. Confidentiality

16.1 Confidential Information

In the course of using the Platform, Users may gain access to information that is proprietary to the Company, its Vendors, or other parties. Such confidential information includes, but is not limited to:

  • Wholesale and dealer pricing offered through the Platform.
  • Minimum Advertised Price (MAP) policies and guidelines communicated by Vendors through the Platform.
  • Vendor commercial terms, commission structures, and margin information.
  • Inventory levels, stock data, and warehouse-specific availability.
  • Platform analytics, sales data, and performance metrics.
  • Technical information relating to the Platform’s systems, APIs, and integrations.

16.2 User Obligations

Users agree to:

  • Treat all confidential information received through the Platform as strictly confidential.
  • Not disclose dealer pricing, vendor terms, or other confidential information to any third party, including competitors, publicly accessible platforms, or social media.
  • Not use confidential information for any purpose other than conducting business through the Platform.
  • Take reasonable measures to prevent unauthorised access to or disclosure of confidential information.

16.3 Vendor Pricing Guidelines

Purpose. A Vendor may communicate a recommended retail price or Minimum Advertised Price (“MAP”) to Resellers it has authorised. Such guidance exists to help protect the interests of the Vendor’s wider distribution network — including offline dealers and partners who have made investments in the Vendor’s brand — and to support sustainable working margins across the network.

Resellers set their own prices. Notwithstanding any MAP guidance, each Reseller remains free to determine its own retail price, and may advertise and sell Products at prices lower than any price recommended by a Vendor. Nothing in these Terms, and no MAP guidance communicated through the Platform, constitutes an agreement, condition, or requirement that a Reseller charge any minimum price.

The Company’s role. The Company facilitates the communication of Vendor pricing guidance. The Company does not set retail prices, does not monitor Reseller pricing on external sales channels, and does not report Reseller pricing activity to Vendors.

Reseller protections. The Company will not suspend, restrict, or terminate a Reseller’s Platform account by reason only of the price at which that Reseller has advertised or sold Products. Where a Vendor withdraws or declines to renew a Reseller’s authorisation, the Company will notify the affected Reseller and, on request, will raise the matter with the Vendor once on the Reseller’s behalf. A Reseller may raise a dispute under Section 14.

Vendor authorisation. Authorisation of a Reseller by a Vendor, and its renewal, are governed by the Vendor’s own authorisation terms and that Vendor’s independent commercial judgement. The Company gives effect to Vendor authorisation decisions on the Platform but is not a party to them.

16.4 Exceptions

The obligations of confidentiality do not apply to information that:

  • Is or becomes publicly available through no fault of the User.
  • Is independently developed by the User without reference to the Company’s confidential information.
  • Is required to be disclosed by law, regulation, or court order, provided the User notifies the Company promptly where legally permitted.

16.5 Survival

The confidentiality obligations under this section shall survive account closure or termination and remain in effect for a period of 2 (two) years from the date of closure or termination.

17. General Provisions

17.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of India.

17.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

17.3 Entire Agreement

These Terms, together with the Privacy Policy, Return & Refund Policy, and any other policies published on the Platform, constitute the entire agreement between You and the Company regarding Your use of the Platform and supersede all prior agreements and understandings.

17.4 Waiver

The failure of the Company to enforce any provision of these Terms shall not constitute a waiver of that provision or the right to enforce it at a later time.

17.5 Assignment

You may not assign or transfer Your rights or obligations under these Terms without the prior written consent of the Company. The Company may assign its rights and obligations without restriction.

17.6 Force Majeure

The Company shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to natural disasters, war, strikes, government actions, pandemics, or disruptions to internet or telecommunications infrastructure.

17.7 Notices

All notices under these Terms shall be sent via email to the registered email address of the respective party. Notices from Users to the Company shall be directed to support@gridray.com or call +91 766 966 8553.

17.8 Contact

For questions regarding these Terms of Use, contact GridRay support at support@gridray.com or call +91 766 966 8553.