Terms & Conditions

1. Definitions

In these Terms & Conditions, unless the context otherwise requires, the following terms shall have the meanings ascribed to them below:

• “Platform” means the Makely mobile application, website, and all associated digital services operated by Makely.
• “Makely” or “Aggregator” means Makely, the garment manufacturing aggregator platform, with its registered office at FE-369, Sector-3, Salt Lake, Kolkata-700106, West Bengal, India, and includes its directors, officers, employees, agents, affiliates, successors, and assigns.
• “User” means any individual or entity that registers on, accesses, or uses the Platform, including both Makers and Production Houses.
• “Maker” or “Job Worker” means a verified garment manufacturer, tailor, or job worker registered on the Platform to provide manufacturing, sampling, and job work services.
• “Production House” or “PH” or “Brand Owner” means a brand, manufacturer, or business entity registered on the Platform to post production requirements and procure garment manufacturing services.
• “Production Requirement” or “PR” means an order listing posted by a Production House specifying product style, size, quantity, material, and delivery timeline.
• “Bid” means a response submitted by a Maker to a Production Requirement, including pricing and delivery commitments.
• “Blue Seal Sample” means the approved reference sample sealed by Makely that serves as the definitive quality benchmark for production. One copy each is retained by the Maker, the Production House, and Makely.
• “Raw Cloth Sample” means the material sample dispatched by the Production House to the Maker for assessment and sample creation.
• “Finished Product Sample” or “Sample” means the product sample created by the Maker and submitted to the Production House for approval.
• “Escrow” means the secure payment mechanism operated by or on behalf of Makely through which all transaction payments are routed.
• “Services” means the bidding, communication, logistics coordination, payment settlement, quality control, dispute resolution, and other facilitation services provided by Makely through the Platform.

2. Acceptance of Terms

By clicking “I Agree”, registering an account, accessing, or using the Platform in any manner, You (whether as a Maker or a Production House) acknowledge that You have read, understood, and unconditionally agree to be bound by these Terms & Conditions in their entirety. These Terms constitute a legally binding agreement between You and Makely.

If You do not agree to any provision of these Terms, You must immediately cease using the Platform and delete Your account. Continued use of the Platform after any modification to these Terms shall constitute Your acceptance of such modifications.

Your acceptance of these Terms is recorded electronically and constitutes a valid electronic contract under the Information Technology Act, 2000, and the Indian Contract Act, 1872. Your timestamp, Internet Protocol (IP) address, device information, and digital signature shall serve as conclusive legal proof of Your acceptance.

3. Role of Makely

Makely acts solely and exclusively as an intermediary aggregator platform. Makely facilitates connections between Production Houses (Brands) and Makers (Job Workers) for garment manufacturing, sampling, and job work services. The role of Makely is strictly limited to:

• Facilitating bidding and order matching between Makers and Production Houses;
• Enabling communication between parties through the Platform;
• Coordinating logistics for material dispatch and delivery;
• Operating the escrow-based payment settlement system;
• Providing quality benchmarking through the Blue Seal Sample system;
• Offering mediation and dispute resolution services.

Makely does not own, manufacture, produce, control, inspect, or guarantee any product, material, rate, timeline, quality of goods, or the performance of any User. Makely does not enter into any manufacturing contract, employment agreement, or commercial arrangement between Makers and Production Houses. All manufacturing, quality, and delivery obligations rest exclusively with the respective Maker and Production House.

Makely shall not be considered a party to any transaction, agreement, or arrangement between a Maker and a Production House, except in its capacity as a facilitator and intermediary as described herein.

4. Eligibility & Registration

To register on and use the Platform, Users must:

• Be at least 18 years of age and competent to enter into a legally binding contract under the Indian Contract Act, 1872;
• Provide accurate, complete, and current personal, business, and financial information as required during registration;
• Maintain the accuracy and completeness of all information provided at all times;
• Possess all necessary business licences, registrations, and permits required under applicable law.

Makers must additionally provide accurate professional credentials, workshop/factory details, bank account information, and any other information as requested by Makely for verification purposes.

Production Houses must additionally provide accurate business entity details, brand information, authorized signatory details, and any other information as requested by Makely for verification purposes.

Providing false, misleading, incomplete, or outdated information shall constitute a material breach of these Terms and may result in immediate account suspension, permanent termination, and legal action. Users are solely responsible for all activity conducted through their accounts.

5. Bidding & Order Allocation

Production Houses may post Production Requirements specifying product style, size, quantity, material specifications, and delivery timelines. Orders cannot be cancelled after bidding begins without prior written approval from Makely.

Makers may submit Bids in response to Production Requirements. The lowest qualified Bid, evaluated on the basis of pricing and sample quality, shall be selected for order allocation. Makely reserves the sole discretion to determine bid qualification criteria.

Once a Bid is accepted, the Maker is contractually obligated to fulfil the order in its entirety. Failure to deliver accepted orders may result in account warnings, payment forfeiture, or permanent suspension from the Platform.

6. Sample Submission & Blue Seal Approval

Before commencement of production, the Maker must create a Finished Product Sample based on the specifications provided by the Production House. The sample shall be submitted to the Production House through the Platform for evaluation.

Upon approval, a Blue Seal Sample shall be created — one copy each for the Maker, the Production House, and Makely. The Blue Seal Sample shall serve as the definitive and final quality benchmark against which all production output shall be measured.

Production shall commence only after the sample has been formally approved. Any deviation from the Blue Seal Sample in the final production output may result in rejection, payment deductions, or order cancellation at the sole discretion of Makely.

7. Material Dispatch & Handling

The Production House shall dispatch raw materials to the Maker using Makely-provided tags and seals. The Production House is responsible for ensuring proper instructions, accurate quantity declarations, and adequate packaging prior to dispatch.

Upon receipt of materials, the Maker must verify the quantity and quality of materials before breaking the Makely seal. Any shortage, damage, or discrepancy must be reported through the Platform immediately and prior to opening the sealed package.

Once the Maker breaks the Makely seal, the Maker assumes full and unconditional responsibility and liability for all materials received. No claims regarding material shortage, damage, or quality shall be entertained after the seal has been broken.

8. Production & Delivery

The Maker must complete production strictly in accordance with the approved Blue Seal Sample and deliver the finished goods on or before the committed deadline.

Delayed delivery beyond three (3) days from the committed deadline may result in account warnings and payment deductions. Persistent delays may lead to order cancellation and permanent suspension from the Platform.

The Maker shall be solely responsible for the quality, finish, stitching, presentation, and conformity of the finished goods to the Blue Seal Sample standard.

9. Payment Terms & Escrow

All payments shall be routed exclusively through the Makely escrow system. Direct payments between Makers and Production Houses outside the Platform are strictly prohibited and shall constitute a material breach of these Terms.

Production House Payment Obligations:

• 30% advance payment at the time of material dispatch;
• 70% balance payment upon approval of finished goods delivered by the Maker.

Maker Payout Schedule:

• 70% of Maker’s payout released upon successful delivery and pickup of finished goods from the Maker’s facility;
• 30% of Maker’s payout released after quality control approval and order completion.

Makely shall deduct applicable service fees, taxes, and any adjustments for alterations, damages, or rejections before settling payments. Makely reserves the right to withhold payments in the event of disputes, quality issues, or pending investigations.

10. Alterations & Rejections

If finished goods require alteration due to deviation from the Blue Seal Sample, the Maker must complete all corrections within five (5) business days of notification. Alteration requests by the Production House must be raised within forty-eight (48) hours of receipt of goods.

Failure to complete alterations within fifteen (15) days shall result in forfeiture of the balance payment, and the amount may be refunded to the Production House at Makely’s sole discretion.

All alteration logistics costs shall be borne exclusively by the Maker.

11. Quality Standards

All production output must strictly adhere to the Blue Seal Sample in all respects, including but not limited to stitching, finishing, measurement, fabric handling, and presentation. Quality deviation may result in:

• Partial or full rejection of the order;
• Payment deductions proportionate to the deficiency;
• Account warnings or suspension;
• Liability for replacement or repair costs.

Makely does not inspect, verify, or guarantee the quality of any goods manufactured through the Platform. Quality assessment is the sole responsibility of the respective Production House and Maker.

12. Fees, Taxes & Deductions

Makely may charge a service fee from both Makers and Production Houses, as determined by Makely from time to time. The applicable service fee shall be communicated at the time of transaction and deducted prior to settlement.

All transactions conducted through the Platform are subject to Goods and Services Tax (GST), Tax Deducted at Source (TDS), and any other taxes or duties as applicable under Indian law. Users are solely responsible for their own tax compliance, filings, and obligations.

18. Default & Breach

If a Maker fails to return goods, damages materials, or fails to deliver accepted orders, the Maker shall be legally liable for the full value of the loss incurred by the Production House and/or Makely.

If a Production House fails to make timely payment, provides misleading specifications, or engages in non-compliant conduct, the Production House’s account may be suspended or terminated.

Repeated defaults (three or more warnings) by any User may result in permanent removal from the Platform. Makely reserves the right to withhold any pending payments during the investigation of any default or breach.

For Makers specifically: a maximum of three (3) raw cloth sample rejections per bid shall result in automatic account blocking. Blocked Makers shall not be permitted to place new bids on the Platform.

19. Confidentiality

All information shared through the Makely Platform, including but not limited to brand designs, pricing, specifications, production volumes, business strategies, User data, and communication records, shall be treated as strictly confidential.

Users shall not disclose, share, reproduce, or use any confidential information obtained through the Platform for any purpose other than fulfilling their obligations under these Terms.

Any breach of confidentiality may result in immediate account suspension and legal action, including claims for damages and injunctive relief.

20. Intellectual Property

All designs, patterns, brand elements, logos, and creative materials shared by a Production House remain the exclusive intellectual property of the respective Production House. Makers are strictly prohibited from reproducing, selling, distributing, or sharing any such designs or brand elements outside the scope of the approved order.

All intellectual property in the Makely Platform, including but not limited to the software, user interface, algorithms, trademarks, logos, content, and documentation, are and shall remain the exclusive property of Makely. No licence or right is granted to any User except the limited right to use the Platform in accordance with these Terms.

Makely may use the logos, brand names, and portfolio images of Users for marketing, promotional, and portfolio purposes, unless the User objects in writing.

21. Platform Conduct Policy

All Users agree to maintain professionalism and ethical conduct while using the Platform. The following conduct is strictly prohibited:

• Submitting fake bids, fictitious orders, or misleading production requirements;
• Deliberately delaying payments, deliveries, or sample submissions;
• Harassing, threatening, or intimidating other Users or Makely personnel;
• Attempting to bypass the Platform by conducting direct transactions outside the escrow system;
• Engaging in fraudulent activities, misrepresentation, or impersonation;
• Manipulating bidding processes or colluding with other Users;
• Uploading malicious content, spam, or content that violates any applicable law.

Any violation of this conduct policy may lead to immediate account termination without prior notice.

23. Account Suspension & Termination

Makely reserves the right to suspend, restrict, or permanently terminate any User’s account at its sole discretion, without prior notice, for any of the following reasons:

• Violation of these Terms & Conditions or any applicable law;
• Policy violations, including conduct policy breaches;
• Repeated defaults, warnings, or quality failures;
• Fraudulent, deceptive, or dishonest activities;
• Non-payment or delayed payment obligations;
• Providing false or misleading information;
• At Makely’s sole discretion, for any reason deemed necessary to protect the Platform, other Users, or Makely’s interests.

Upon termination, all data, transaction records, and communication logs may be retained by Makely for audit, legal, regulatory, and compliance purposes as described in Section 22(h) above.

24. Dispute Resolution & Arbitration

All disputes arising out of or in connection with these Terms, the Platform, or any transaction conducted through the Platform shall be resolved in the following manner:

Step 1: Makely Mediation

Disputes shall first be referred to Makely’s internal mediation cell. Makely’s decision in mediation shall be final and binding on all parties, unless legally challenged through arbitration.

Step 2: Binding Arbitration

If the dispute is not resolved through mediation within thirty (30) days, it shall be referred to and finally resolved by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time. The arbitration shall be conducted by a sole arbitrator appointed by Makely. The seat and venue of arbitration shall be Kolkata, West Bengal, India. The language of arbitration shall be English. The arbitral award shall be final and binding on all parties.

Jurisdiction

Subject to the arbitration clause above, the courts of Kolkata, West Bengal, India shall have exclusive jurisdiction over any disputes arising under these Terms.

25. Force Majeure

No party shall be held liable for any delay or failure in performance of obligations under these Terms caused by events beyond their reasonable control, including but not limited to natural disasters, epidemics, pandemics, government actions, war, civil unrest, strikes, lockouts, fire, flood, earthquake, power failure, internet disruptions, or any other force majeure event.

26. Governing Law

These Terms & Conditions shall be governed by and construed in accordance with the laws of India, including but not limited to:

• The Indian Contract Act, 1872;
• The Information Technology Act, 2000, and the rules framed thereunder;
• The Arbitration and Conciliation Act, 1996;
• The Digital Personal Data Protection Act, 2023;
• The Consumer Protection Act, 2019 (to the extent applicable);
• All other applicable Indian commercial and civil laws.

27. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties.

28. Entire Agreement

These Terms & Conditions, together with the Privacy Policy and any supplementary agreements executed between the parties, constitute the entire agreement between the User and Makely with respect to the use of the Platform and supersede all prior negotiations, communications, representations, understandings, and agreements, whether written or oral, between the parties.

29. Amendments & Modifications

Makely reserves the right to amend, modify, update, or replace these Terms & Conditions at any time, at its sole discretion, without prior individual notice. Updated Terms shall be effective immediately upon posting on the Platform.

Continued use of the Platform after any amendments shall constitute the User’s acceptance of the modified Terms. It is the User’s responsibility to review these Terms periodically for changes. If the User does not agree to any amended Terms, the User must immediately discontinue use of the Platform.

30. Digital Consent & Electronic Records

By clicking “I Agree” or by registering on the Platform, the User acknowledges and confirms that:

• The User has carefully read, fully understood, and unconditionally accepted these Terms & Conditions in their entirety;
• The User consents to electronic transactions, communications, and record-keeping under the Information Technology Act, 2000;
• The User’s digital acceptance, including the timestamp, IP address, device information, and location data captured at the time of acceptance, shall constitute valid, admissible, and conclusive evidence of the User’s consent and agreement in any legal proceeding;
• The electronic record of acceptance generated by the Platform shall have the same legal effect and enforceability as a physically signed document.