Andromeda may provide B2B portal handling and management services including, as applicable to the selected package:

• B2B portal account management
• Company profile management
• Product listing and updating
• Product descriptions, specifications, dimensions, MOQ and application details
• Product image and catalogue management
• Product title, keyword and category optimisation
• Buyer enquiry monitoring
• Lead classification and lead database maintenance
• Buyer response and quotation assistance
• Follow-up through permitted communication channels
• Quotation management
• Lead conversion tracking
• Performance reporting
• Profile optimisation
• Competitor listing and keyword monitoring
• Other services specifically mentioned in the Client's approved package or quotation

The exact scope, number of portals, frequency of activity and deliverables shall be limited to those specifically included in the approved quotation/package.

Any additional work outside the agreed scope may be charged separately.

B2B portal subscription, membership, advertising, premium listing, verification, sponsored visibility, lead credits, enquiry credits, paid promotion and other portal fees are **not included in Andromeda's handling charges unless expressly stated in writing**.

Such third-party portal charges shall be borne separately by the Client.

Andromeda shall not be responsible for any increase, change, withdrawal, suspension or modification of third-party portal pricing, plans or benefits.

The Client shall pay the agreed monthly handling charges in accordance with the approved package or quotation.

The applicable handling packages may include:

**Basic:** ₹7,500/month

**Standard:** ₹15,000/month

**Professional:** ₹25,000/month

**Enterprise:** ₹35,000–₹50,000/month

The applicable package shall be the package expressly selected and accepted by the Client.

Andromeda reserves the right to revise charges for additional portals, increased workload, additional products, increased enquiry volume, additional follow-ups, additional communication requirements or work outside the agreed scope.

Unless otherwise agreed in writing:

• Monthly handling charges shall be payable in advance.
• Payment shall be made within the due date specified on the invoice.
• Work may be suspended if payment is overdue.
• Suspension due to non-payment shall not automatically extend the service period.
• The Client shall remain liable for charges accrued before suspension or termination.
• Any bank charges, payment gateway charges or applicable taxes shall be borne by the Client where applicable.

No service commitment shall be considered active until the agreed payment or advance amount has been received.

All applicable taxes, including GST or any other statutory levy applicable to the services, shall be charged separately unless specifically stated otherwise in the quotation.

The Client shall provide accurate and timely information required to perform the services, including:

• Company information
• Product details
• Product specifications
• Product images
• Certificates and documents
• Price information
• MOQ
• Delivery information
• Payment terms
• Freight information
• Contact details
• Login credentials or authorised access
• Any other information reasonably required for portal management

The Client is solely responsible for ensuring that information supplied to Andromeda is accurate, lawful and commercially appropriate.

Any delay, omission or incorrect information supplied by the Client may affect listings, enquiries, quotations, response times and results.

Where portal login credentials are provided to Andromeda, the Client authorises Andromeda to use such credentials solely for performing the agreed services.

The Client shall ensure that the supplied account credentials provide sufficient access for the agreed work.

The Client shall promptly inform Andromeda of any password change, account restriction, authentication requirement or security issue.

Andromeda shall not be responsible for delays caused by failed OTP verification, unavailable authorised personnel, password changes, account locks, security restrictions, two-factor authentication or portal access limitations outside Andromeda's control.

Andromeda provides management services for third-party B2B portals and does not own or control those platforms.

Portal operators may change:

• Policies
• Algorithms
• Listing formats
• Categories
• Pricing
• Search rankings
• Lead systems
• Visibility rules
• Verification requirements
• Account permissions
• Subscription plans
• Enquiry systems
• Technical functionality

Accordingly, Andromeda does **not guarantee uninterrupted availability, rankings, impressions, enquiries, leads, buyer responses, sales, orders or revenue** from any third-party portal.

Temporary or permanent interruption of a B2B portal shall not, by itself, constitute failure of Andromeda's service.

Andromeda may monitor, classify and manage enquiries received through the applicable portals.

However, Andromeda does not guarantee that any enquiry will be:

• Genuine
• Relevant
• Solvent
• Responsive
• Purchase-ready
• From an authorised buyer
• Free from spam or duplication

The ultimate decision regarding whether to engage with, negotiate with, supply to or transact with any buyer shall remain solely with the Client.

Andromeda shall not be responsible for fraud, false enquiries, buyer misconduct, payment default, product disputes, delivery disputes or commercial losses arising from any buyer introduced through a third-party platform.

Where Andromeda assists with quotations, such quotations shall be prepared using information, rates and commercial instructions provided or approved by the Client.

The Client shall remain responsible for verifying:

• Product pricing
• Taxes
• Freight
• Delivery schedules
• MOQ
• Payment terms
• Product availability
• Technical specifications
• Commercial conditions

Andromeda shall not be liable for losses caused by incorrect, outdated or incomplete commercial information supplied or approved by the Client.

Follow-up services may include communication through approved email, WhatsApp, phone or other permitted channels.

Follow-up frequency shall depend on the selected package and the information/access available to Andromeda.

Andromeda does not guarantee buyer response, negotiation success, order placement or conversion following follow-up activity.

Where required, the Client shall review and approve product descriptions, specifications, quotations, images or other commercial content.

If the Client instructs Andromeda to publish or use supplied material without prior approval, the Client shall remain responsible for the accuracy and legality of that material.

Andromeda may refuse to publish material that appears unlawful, misleading, fraudulent, defamatory, infringing or contrary to applicable portal policies.

The Client retains ownership of its trademarks, logos, product photographs, technical documents and other materials supplied by the Client, subject to any rights belonging to third parties.

Andromeda retains ownership of its own:

• Templates
• Processes
• Workflows
• Internal systems
• Reporting formats
• Proprietary methods
• Documentation structures
• Service methodologies

The Client shall not reproduce, resell or commercially distribute Andromeda's proprietary systems, templates or internal processes without written permission.

B2B portal management is a performance-support service and is not a guarantee of business results.

Unless expressly guaranteed in writing, Andromeda does not guarantee:

• Minimum enquiries
• Minimum leads
• Minimum qualified leads
• Search ranking
• Product visibility
• Buyer response
• Conversion rate
• Sales
• Purchase orders
• Export orders
• Revenue
• Return on investment

Business outcomes depend on numerous factors outside Andromeda's control, including product competitiveness, pricing, market demand, buyer behaviour, portal algorithms, competition, seasonality, logistics and Client responsiveness.

Andromeda shall not be liable for delay caused by circumstances beyond its reasonable control, including:

• Portal outages
• Portal maintenance
• Account suspension
• Login or authentication problems
• Internet or communication failures
• Third-party service interruptions
• Unavailability of Client information
• Delay in Client approvals
• Delay in receiving product data
• Force majeure events
• Government restrictions
• Cybersecurity incidents
• Other events reasonably beyond Andromeda's control

Andromeda shall use reasonable care to maintain the confidentiality of Client business information received for the purpose of providing services.

The Client shall likewise keep confidential Andromeda's commercial terms, internal processes, pricing methodology, operational procedures and proprietary materials.

Confidential information shall not include information that is publicly available, lawfully received from another source, independently developed, or required to be disclosed by law or lawful authority.

To the maximum extent permitted by applicable law, Andromeda shall not be liable for indirect, incidental, consequential, special or commercial losses, including loss of profits, loss of business, loss of opportunity, loss of goodwill, loss of anticipated sales or loss of revenue arising from the use of or inability to use any B2B portal or service.

Andromeda's aggregate liability arising from the handling services, where legally permissible, shall not exceed the total handling fees actually paid by the Client to Andromeda for the **three months immediately preceding the event giving rise to the claim**.

This limitation shall not apply to liability that cannot lawfully be excluded or limited.

Unless specifically agreed in writing, Andromeda may provide similar B2B portal management services to other clients.

Nothing in these Terms grants the Client exclusivity over Andromeda's services, expertise, processes or methodologies.

Andromeda may suspend services immediately, without liability, in circumstances including:

• Non-payment
• Repeated payment delays
• Misuse of the service
• Provision of false information
• Unlawful instructions
• Requests that violate portal policies
• Abuse or harassment of Andromeda personnel
• Security concerns
• Unauthorised use of Andromeda's work
• Activities that may expose Andromeda to legal, financial or reputational risk

Suspension shall not automatically waive amounts already due.

Either party may terminate the engagement by providing the notice period specified in the quotation, proposal or service agreement.

Where no notice period is specified, either party may provide **30 days' written notice**.

Andromeda may terminate the services immediately where there is:

• Material breach of these Terms
• Non-payment
• Fraudulent or unlawful activity
• Repeated abusive conduct
• Misuse of portal accounts
• Significant reputational or legal risk
• Any other material circumstance making continuation commercially unreasonable

Upon termination, all outstanding invoices and charges shall become payable in accordance with the agreed commercial terms.

Monthly handling fees already paid for a commenced service period shall generally be **non-refundable**, except where Andromeda expressly agrees otherwise in writing or where a refund is required by applicable law.

Third-party portal subscription fees, advertisements, paid listings, credits or memberships are subject to the respective portal's refund and cancellation policies and shall not be refundable by Andromeda.

The Client remains solely responsible for all commercial decisions relating to buyers, quotations, pricing, production, quality, contracts, exports, shipping, taxes, regulatory compliance, delivery and payment collection.

Andromeda acts as a digital B2B portal management service provider and is not the seller, manufacturer, exporter, importer, broker or contracting party in the Client's buyer transactions unless separately agreed in writing.

The Client shall ensure that its business, products, claims, certifications, advertisements, pricing and communications comply with applicable laws and third-party portal rules.

The Client shall not instruct Andromeda to publish misleading, fraudulent, counterfeit, infringing or unlawful content.

Andromeda may remove, decline or suspend content where there is a reasonable compliance or policy concern.

The service scope and applicable charges may be revised where there is a significant change in:

• Number of portals
• Number of products
• Listing volume
• Enquiry volume
• Follow-up requirements
• Reporting requirements
• Communication requirements
• Client workload
• Third-party portal requirements
• Regulatory or operational requirements

Any material commercial change shall be communicated to the Client before implementation where reasonably practicable.

Written approvals provided by email, WhatsApp, work order, purchase order, quotation acceptance or other agreed communication channel may be treated as valid Client instructions.

The Client shall ensure that only authorised representatives provide commercial instructions and approvals.

Andromeda shall not be responsible for delays resulting from internal disagreement or delayed approval within the Client's organisation.

Where monthly reporting is included in the selected package, reports may include available information relating to enquiries, responses, quotations, follow-ups, listings and other agreed activities.

Third-party portal analytics may differ from actual buyer activity and may be revised by the portal operator.

Reports shall be based on information reasonably available to Andromeda at the time of preparation.

During the service period and for a reasonable period thereafter, the Client shall not knowingly solicit or directly engage Andromeda employees, contractors or dedicated personnel assigned specifically to the Client's account without prior written consent from Andromeda.

Where permitted by applicable law, Andromeda may seek reasonable compensation for unauthorised direct engagement.

The Client shall indemnify and hold harmless Andromeda, its owners, employees, contractors and representatives from claims, losses, penalties, damages, liabilities and expenses arising from:

• Client-supplied false or misleading information
• Client's products or services
• Client's infringement of third-party rights
• Client's unlawful activities
• Client's contractual disputes with buyers
• Client's failure to comply with applicable laws
• Client's instructions to publish prohibited material
• Commercial transactions between the Client and any buyer

This obligation shall survive termination to the extent necessary to address claims arising from the period of service.

Neither party shall be responsible for failure or delay caused by events beyond reasonable control, including natural disasters, war, riots, governmental actions, epidemics, strikes, telecommunications failures, cyber incidents, infrastructure failures, platform outages or other force majeure circumstances.

The affected party shall resume performance as reasonably practicable after the event ceases.

These Terms shall be governed by the laws applicable in **India**.

Subject to applicable law and any mutually agreed dispute-resolution mechanism, disputes shall be subject to the jurisdiction of the competent courts having jurisdiction over the principal place of business of **Andromeda Digital Solution**.

The parties shall first attempt to resolve any dispute through good-faith discussion.

Where a dispute cannot be resolved amicably, either party may pursue remedies available under applicable law.

Nothing in this clause shall prevent Andromeda from seeking urgent protective or injunctive relief where legally available.

Andromeda may update these Terms from time to time to reflect changes in its services, operational requirements, legal requirements or third-party portal conditions.

The version applicable to the Client shall be the version incorporated into or referenced by the approved quotation, agreement or service order, subject to any subsequently agreed amendment.

If any provision of these Terms is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force to the extent permitted by applicable law.

These Terms, together with the accepted quotation, proposal, package details, invoice, work order and any written service-specific agreement, constitute the understanding between the parties regarding the services.

Where there is a conflict, the specifically negotiated written agreement shall prevail to the extent of that conflict.

By making payment, approving the quotation, issuing a purchase order, signing the proposal, authorising commencement of work or otherwise instructing Andromeda to begin the services, the Client confirms that the Client has read, understood and accepted these Terms & Conditions.

### Service Provider

**ANDROMEDA DIGITAL SOLUTION**

**Authorised Representative:** \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

**Signature:** \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

**Date:** \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

### Client

**Client / Company Name:** \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

**Authorised Representative:** \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

**Signature:** \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

**Date:** \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

# FINAL GENERATOR RULE

Use **PART A only for design/development instructions**.

Use **PART B only for source/legal content**.

The **2×2 introductory section must appear before the 35-section accordion**.

The four introductory cards must display the exact source text supplied above.

The WhatsApp CTA must link to the exact supplied WhatsApp URL.

**PART B must be displayed completely.**

**Do not alter the substantive source content while applying the visual design.**

The final output must be a **complete standalone HTML file with HTML + CSS + JavaScript**, fully responsive, accessible, polished and ready to open directly in a browser.