Terms of
Service.

1. Acceptance of Terms

By accessing happynol.com, shop.happynol.com, app.happynol.com, or any HappyNoL service — whether as a distribution partner, consumer buyer, or technology user — you agree to be bound by these Terms of Service and our Privacy Policy.

If you are entering into these terms on behalf of a business entity, you represent that you have the authority to bind that entity. If you do not agree, do not use our services.

2. Distribution Partnership

HappyNoL operates as a distribution partner for Indian MSME manufacturers. Our model is straightforward:

• Purchase Order FirstWe commit to buying your inventory only after both parties sign a Purchase Order. There is zero obligation until a PO is issued.
• Zero CommissionWe do not charge a commission on sales. We buy your products upfront and sell them under your brand on Amazon, Flipkart, Meesho, and shop.happynol.com.
• Brand OwnershipYour brand, GSTIN, and product identity remain entirely yours. HappyNoL acts as distributor, not brand owner.
• Quality ResponsibilityThe manufacturer is responsible for ensuring products meet all applicable BIS, FSSAI, Legal Metrology, and marketplace-specific standards. HappyNoL reserves the right to return non-compliant inventory at the manufacturer's cost.
• Listing DecisionsHappyNoL retains sole discretion over pricing, keyword strategy, listing copy, and platform selection for distributed products, within agreed brand guidelines.

3. Partner Obligations

As a distribution partner, you agree to:

• Accurate InformationProvide truthful product details, specifications, FSSAI/BIS certifications, and GSTIN. Misrepresentation voids the partnership agreement.
• Timely FulfillmentDispatch inventory within the agreed timeline post-PO. Delays beyond 7 business days without prior notice may result in PO cancellation.
• Labeling ComplianceEnsure all products carry MRP, net weight, manufacturer name, country of origin, and other legally mandated information as per Legal Metrology Act, 2009.
• GST ComplianceIssue valid tax invoices for all transactions. Ensure GSTIN is active and in good standing throughout the partnership.
• Exclusivity ClausesAny exclusivity arrangements are only binding when explicitly stated in the signed PO or partnership agreement — not implied.

4. Payments

• Payment TimelinesPayment terms are defined in each Purchase Order. Standard terms are Net-7 or Net-15 from the date of delivery verification, unless otherwise agreed.
• Payment MethodPayments are processed via NEFT/RTGS or Razorpay. HappyNoL does not pay in cash.
• Disputed InvoicesIf a payment is disputed, you must notify us within 10 business days of the payment due date. Disputes raised after this period may not be entertained.
• DeductionsHappyNoL may deduct the cost of returns, damaged goods (caused in transit after documented handover), or marketplace penalties from outstanding payments with prior written notice.

5. Shop (shop.happynol.com)

Our D2C storefront offers factory-direct products to consumers. The following applies to all shop purchases:

• PricingAll prices are inclusive of GST where applicable. Prices are subject to change without notice except for confirmed orders.
• Order CancellationsOrders may be cancelled within 2 hours of placement at no charge. After dispatch, the standard return policy applies.
• Returns & RefundsDamaged or incorrect products may be returned within 7 days of delivery. Refunds are processed to the original payment method within 5–7 business days via Razorpay.
• PaymentsPayments are processed securely via Razorpay. HappyNoL does not store card or banking details.

6. ScoutOS Technology Platform

ScoutOS (app.happynol.com) is an AI-powered SaaS platform for Indian manufacturers and online sellers.

• SubscriptionAccess to ScoutOS is governed by the subscription plan selected at signup. Free trials are offered where available and convert to paid plans at the end of the trial unless cancelled.
• DataMarketplace data, analytics, and AI-generated suggestions are provided for informational purposes only. HappyNoL is not liable for business decisions made based on platform outputs.
• Account SecurityYou are responsible for maintaining the confidentiality of your login credentials. Notify us immediately at tech@happynol.com if you suspect unauthorized access.
• Fair UseAutomated scraping, resale of platform data, or use of ScoutOS to build competing products is strictly prohibited.

7. Intellectual Property

All HappyNoL brand assets — including the name, logo, wordmark, website design, and platform code — are the property of HappyNoL and may not be reproduced, modified, or distributed without written permission.

Manufacturer brand assets shared with HappyNoL for distribution purposes remain the exclusive property of the manufacturer. HappyNoL's license to use these assets terminates upon conclusion of the distribution agreement.

8. Limitation of Liability

To the maximum extent permitted by applicable law, HappyNoL shall not be liable for:

• Marketplace SuspensionsAccount suspensions or listing removals by Amazon, Flipkart, or Meesho due to factors outside our direct control, including platform policy changes.
• Logistics DelaysDelays or damage during transit caused by third-party courier partners (Shiprocket, Delhivery, or equivalents).
• Indirect LossesLoss of profit, revenue, goodwill, or data arising from the use or inability to use our services.
• Force MajeureEvents beyond our reasonable control including natural disasters, government orders, internet outages, or civil unrest.

Our aggregate liability in any case shall not exceed the total amount paid by you to HappyNoL in the 3 months preceding the claim.

9. Termination

Either party may terminate a distribution agreement with 30 days written notice. HappyNoL may terminate immediately in cases of fraud, material breach, or legal non-compliance by the partner.

Upon termination, all outstanding inventory will be returned or settled within 30 days. Any pending payments due to the partner will be processed after deducting applicable costs.

10. Governing Law

These Terms are governed by the laws of India. Any disputes arising from these Terms shall be subject to the exclusive jurisdiction of the courts in Bengaluru, Karnataka.

We encourage resolving disputes amicably first. Write to us at partners@happynol.com and we will respond within 5 business days.

11. Changes to These Terms

We may update these Terms from time to time. When we do, we will revise the "Effective" date at the top of this page and, for material changes, notify active partners via email at least 15 days in advance.

Continued use of our services after changes take effect constitutes acceptance of the revised Terms.

Questions About These Terms

For any clarifications or legal queries about these Terms: