These B2B Terms & Conditions ("Terms") govern all enquiries, quotations, purchases, customisation projects, bulk orders, gifting programmes and related services provided by Zatags Lifestyle Pvt. Ltd. ("Zatags", "we", "us" or "our") to businesses, companies, organisations, institutions, agencies and other customers ("Client", "you" or "your").
By submitting a B2B enquiry, accepting a quotation, approving artwork or design, making a payment, issuing a purchase order, or otherwise proceeding with a B2B order, you agree to these Terms.
These Terms should be read together with the applicable quotation, invoice, purchase order, written commercial agreement and any other terms specifically agreed in writing between Zatags and the Client.
Where a written agreement signed by both parties expressly conflicts with these Terms, the specific written agreement will prevail to the extent of that conflict.
1. About Zatags
Zatags Lifestyle Pvt. Ltd.
213, Raheja Chambers, 2nd Floor,
Free Press Journal Road,
Nariman Point, Mumbai – 400021, India
Email: connect@zatags.com
Website: https://zatags.com/pages/custom
Zatags provides products and solutions for bulk gifting, custom gifting, corporate gifting, employee gifting, festival gifting, wedding gifting, housewarming gifting, events, campaigns and other B2B requirements.
2. B2B Order Process
B2B orders may generally follow the following process:
Enquiry → Requirement Discussion → Quotation / Design → Client Approval → Payment / Purchase Order → Production → Quality Check → Dispatch → Delivery
The exact process may vary depending on the nature, size and complexity of the project.
An enquiry, discussion or quotation does not by itself constitute a confirmed order.
An order becomes binding only after the applicable commercial requirements have been accepted by Zatags and the required payment, purchase order or other confirmation has been received.
3. Enquiries and Requirements
The Client is responsible for providing accurate information regarding:
- Product requirements
- Quantities
- Product specifications
- Customisation requirements
- Artwork and branding requirements
- Delivery locations
- Required delivery timelines
- Billing information
- GST and tax details
- Any other information reasonably required to execute the order
Zatags may rely on the information supplied by the Client when preparing quotations, designs and production plans.
Any delay caused by incomplete, inaccurate or late information supplied by the Client may affect the production or delivery timeline.
4. Quotations
Unless otherwise stated in writing:
Quotations are valid only for the period specified in the quotation.
Prices may vary depending on quantity, product specifications, customisation, packaging, delivery location, taxes and other project requirements.
A quotation does not reserve production capacity or inventory.
A quotation becomes commercially binding only after acceptance and confirmation in accordance with the agreed process.
Any additional requirement introduced after quotation approval may result in additional charges.
The final price applicable to an order will be the price stated in the accepted quotation, purchase order, invoice or other written commercial confirmation, as applicable.
5. Taxes and GST
Prices may be exclusive or inclusive of applicable taxes depending on the quotation.
Applicable GST and other statutory charges will be charged as required by law.
Where the Client requires a GST invoice, the Client must provide accurate and complete billing and GST information before invoicing.
Zatags will not be responsible for tax consequences arising from incorrect information supplied by the Client.
6. Minimum Order Quantities
Minimum order quantities ("MOQ"), where applicable, may vary according to:
- Product
- Customisation requirements
- Printing method
- Packaging
- Production process
- Quantity economics
- Project specifications
Any applicable MOQ will be communicated during the quotation process.
7. Customisation and Artwork
For customised orders, the Client may provide:
- Logos
- Brand assets
- Artwork
- Photographs
- Text
- Names
- Product specifications
- Brand guidelines
- Other creative materials
The Client confirms that it has the necessary rights, licences and permissions to use and provide such materials.
The Client remains responsible for the legality and accuracy of the content supplied by it.
Zatags may refuse to reproduce any material that it reasonably believes infringes third-party rights, violates applicable law or presents a legal or operational risk.
8. Design Approval
Where Zatags provides a design, artwork proof, mock-up or digital representation for approval, the Client is responsible for carefully reviewing it before giving approval.
The Client should verify, as applicable:
- Logo
- Spelling
- Names
- Colours
- Dimensions
- Product type
- Quantity
- Placement
- Artwork
- Text
- Other specifications
Once the Client approves the design or artwork, Zatags may proceed with production.
Zatags will not ordinarily be responsible for errors contained in an approved design that were visible or reasonably identifiable at the time of approval.
Changes requested after approval may result in additional costs and/or revised timelines.
9. Colour and Product Variations
Actual product colours may vary slightly from digital previews, photographs, screens or mock-ups due to differences in displays, printing processes, materials and production conditions.
For customised or manufactured products, minor variations in colour, alignment, dimensions, texture or finish may occur within reasonable manufacturing tolerances.
Such reasonable variations will not automatically constitute a defect.
10. Production
Production will begin after the applicable approvals and commercial requirements have been completed.
The Client acknowledges that production timelines may depend on:
- Product availability
- Quantity
- Customisation complexity
- Artwork approval
- Material availability
- Packaging requirements
- Production capacity
- Payment confirmation
- Delivery requirements
Zatags will make reasonable efforts to meet the agreed production timeline but will not be liable for delays caused by circumstances beyond its reasonable control.
11. Payment Terms
Payment terms will be specified in the quotation, invoice or commercial agreement.
Depending on the project, Zatags may require:
- Full advance payment
- Partial advance payment
- Milestone-based payment
- Payment against purchase order
- Other mutually agreed payment arrangements
Unless expressly agreed otherwise in writing, production will not be required to commence until the applicable advance payment or payment confirmation has been received.
12. Purchase Orders
Where a Client issues a purchase order ("PO"), the PO should accurately reflect the agreed quotation and commercial terms.
A PO does not automatically override these Terms or the agreed quotation unless Zatags expressly accepts such additional or conflicting terms in writing.
Any terms printed on a Client's PO that materially conflict with the agreed Zatags quotation or these Terms will not apply unless expressly accepted by Zatags in writing.
13. Changes to an Order
Requests to change an order after confirmation may include changes to:
- Quantity
- Product
- Design
- Artwork
- Packaging
- Delivery location
- Recipient information
- Delivery schedule
Zatags will determine whether the requested change is operationally possible.
Additional costs and timeline changes resulting from such requests will be communicated to the Client.
Once production has commenced, certain changes may no longer be possible.
14. Cancellation
Cancellation requests must be submitted in writing.
For standard, non-customised products, cancellation may be considered only if the order has not yet entered processing or dispatch.
For customised, personalised or specially manufactured products, cancellation may not be possible once artwork has been approved, materials have been procured or production has commenced.
Where cancellation is accepted, any applicable refund will be determined after deducting costs already incurred by Zatags, including design, procurement, production, packaging, payment processing and other non-recoverable costs.
15. Delivery
Zatags may arrange delivery through third-party logistics or courier partners.
Delivery timelines provided by Zatags are estimates unless a specific delivery commitment has been expressly agreed in writing.
Actual delivery may be affected by:
- Courier delays
- Weather
- Transport disruptions
- Regional restrictions
- Public holidays
- Incorrect or incomplete addresses
- Recipient unavailability
- Force majeure events
- Other circumstances beyond Zatags' reasonable control
The Client is responsible for providing accurate delivery details.
Additional costs arising from incorrect addresses, re-delivery, storage, failed delivery or similar circumstances may be charged to the Client.
16. Multi-Location and Bulk Delivery
Where an order is being delivered to multiple locations, the Client must provide accurate recipient and delivery information in the format requested by Zatags.
Changes to recipient information after dispatch may not be possible and may result in additional charges.
The delivery timeline may vary between locations.
17. Inspection and Acceptance
The Client should inspect the products promptly after delivery.
Where a shipment is damaged, short, incorrect or defective, the Client should notify Zatags as soon as reasonably possible and provide supporting evidence.
For bulk orders, the Client should identify the affected quantity and provide photographs, videos, delivery documentation or other evidence reasonably requested by Zatags.
18. Defective or Incorrect Products
If Zatags verifies that products supplied are defective, materially damaged, incorrectly manufactured or materially inconsistent with the approved order, Zatags may, at its discretion and subject to the circumstances:
Replace the affected products;
Reproduce the affected products;
Provide a credit;
Provide an appropriate refund; or
Offer another mutually agreed resolution.
The remedy will generally relate to the affected products rather than automatically extending to the entire order.
19. Non-Returnable Custom Products
Customised, personalised or specially manufactured products are generally not eligible for return merely because the Client changes its mind, no longer requires the products, or does not like the final product where the product has been manufactured according to the approved specifications.
This does not exclude remedies available where products are proven to have a manufacturing defect, material non-conformity or other issue for which Zatags is responsible.
20. Shortages and Quantity Variations
For large production orders, minor quantity variation may occur where specifically disclosed or commercially agreed.
Where the delivered quantity materially differs from the confirmed quantity, the Client should notify Zatags promptly.
Zatags will review the production and dispatch records and provide an appropriate resolution where a shortage attributable to Zatags is verified.
21. Intellectual Property
Zatags retains ownership of its own:
- Brand identity
- Designs
- Product designs
- Templates
- Photography
- Illustrations
- Graphics
- Website content
- Marketing materials
- Proprietary processes
- Other intellectual property
The Client retains ownership of intellectual property that it independently owns and provides to Zatags.
Neither party receives ownership of the other party's intellectual property merely because it is used in connection with an order.
The Client grants Zatags a limited, non-exclusive right to use Client-provided materials solely to fulfil the relevant project.
22. Client Representations and Indemnity
The Client represents that it has the necessary rights and authority to provide all content, artwork, logos, names, photographs and other materials supplied to Zatags.
The Client agrees to indemnify and hold Zatags harmless against third-party claims arising from the Client's unauthorised use or submission of intellectual property, personal information, branding or other materials.
This obligation will not apply to the extent that a claim is directly caused by Zatags' unauthorised use of the Client's materials outside the agreed purpose.
23. Confidentiality
Each party may receive confidential business information from the other party during a B2B project.
Both parties should take reasonable steps to protect confidential information and use it only for the purpose for which it was disclosed.
Where the parties have entered into a separate NDA or confidentiality agreement, that agreement will govern the relevant confidential information.
24. Marketing and Portfolio Use
With the Client’s consent, Zatags may showcase completed projects, customised products or collaborations across its website, portfolio and social media channels.
Zatags will respect any confidentiality requirements or NDA agreed with the Client and will not use the Client’s name, logo or project details for promotional purposes where the Client has requested otherwise in writing.
25. Force Majeure
Zatags will not be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including:
- Natural disasters
- Floods
- Fire
- Epidemics or pandemics
- War
- Terrorism
- Civil unrest
- Government restrictions
- Strikes
- Transportation disruption
- Supplier failure
- Power or infrastructure failure
- Major technology failures
- Acts of God
- Other events beyond reasonable control
Where such an event occurs, Zatags will make reasonable efforts to communicate the impact and resume performance as soon as reasonably practicable.
26. Limitation of Liability
To the maximum extent permitted by applicable law, Zatags will not be liable for indirect, incidental, special, consequential or purely economic losses arising from an order, including loss of business, loss of profits, loss of opportunity or reputational loss.
To the extent permitted by law, Zatags' aggregate liability relating to a particular order will not exceed the amount actually paid to Zatags for the affected order, except where such limitation is prohibited by applicable law.
Nothing in these Terms is intended to exclude liability that cannot legally be excluded or limited.
27. No Unauthorised Resale or Misrepresentation
Unless expressly agreed in writing, the Client may not represent itself as an authorised representative, agent, employee or partner of Zatags.
Any resale, white-label arrangement, exclusive distribution arrangement or other commercial arrangement beyond the ordinary B2B purchase must be separately agreed in writing.
28. Compliance with Law
Both parties agree to comply with applicable laws and regulations relevant to their respective obligations under the order.
The Client is responsible for obtaining any permissions, approvals or licences required for its intended use of the products, branding or promotional materials.
29. Dispute Resolution
The parties will first attempt to resolve any dispute through good-faith discussion between their authorised representatives.
If the dispute cannot be resolved amicably, it shall be subject to the applicable dispute-resolution mechanism agreed between the parties or, where no separate mechanism has been agreed, the courts and applicable legal forums having jurisdiction in Mumbai, Maharashtra, India.
Nothing in this clause prevents either party from seeking urgent interim or injunctive relief from a competent court where legally available.
30. Governing Law
These Terms shall be governed by and interpreted in accordance with the laws of India.
Subject to the dispute-resolution provisions above, courts having appropriate jurisdiction in Mumbai, Maharashtra shall have jurisdiction.
31. Changes to These Terms
Zatags may update these Terms from time to time.
The version applicable to a particular order will generally be the version accepted or applicable at the time the relevant quotation, order or commercial agreement was confirmed, unless otherwise agreed in writing.
32. Severability
If any provision of these Terms is determined to be invalid, unlawful or unenforceable, the remaining provisions will continue to remain effective to the extent permitted by law.
33. Entire Agreement
These Terms, together with the applicable quotation, invoice, purchase order accepted by Zatags, written commercial agreement and other expressly agreed documents, constitute the commercial understanding between Zatags and the Client concerning the relevant B2B order.
34. Contact Us
For B2B enquiries, order-related matters or questions regarding these Terms:
Zatags Lifestyle Pvt. Ltd.
213, Raheja Chambers, 2nd Floor,
Free Press Journal Road,
Nariman Point, Mumbai – 400021, India
Email: connect@zatags.com
Phone: +91 9137976332
Website: https://zatags.com/pages/custom