MERCHANT AGREEMENT

PICKRR’s (LOGISTICS MANAGEMENT SOLUTION)

 

These are the terms of use for the Platform access of “Pickrr” who required the service of logistics

aggregation, e-commerce SaaS, warehousing and fulfilment, courier related services and other

logistics.

 

In this agreement, I, we, us, our, Service Provider or Pickrr shall means Pickrr Technologies Pvt.

Ltd. A company incorporated under the provisions of Companies Act, 2013, having its registered

office at Gurugram. If you are accepting the terms and conditions of this agreement or using the

website or mobile app of the Pickrr, it means you are signifying your absolute, irrevocable and

unconditional consent to all the provisions of this Agreement in its entirety, either for you own

benefit or for your organization, it means your organization has authorized you to act on behalf of

them and you are promising and agreeing on behalf of your organization that organization is bind

to the terms of this agreement (in such a case, the terms You, Your, them, Merchant or Customer

will refer to that organization). If you have any questions about our terms, feel free to contact us

at support@pickrr.com.

 

This Agreement comes into effect when you register to use the Services (as defined below), or

click on “sign up” box, and accept the terms and conditions provided herein.

 

You are advised to read this Agreement carefully. You expressly represent and warrant that you

will not avail the Services if you do not understand, agree to become a party to, and abide by all

of the terms and conditions specified below. Any violation of this Agreement may result in legal

liability upon you.

 

The Website/ Mobile App and the online/ offline services of Pickrr or its affiliates, provides access

to a platform that facilitates more comfortable form of e-commerce where you can use the logistics

services according to your requirements within India and in countries designated by Pickrr from

time to time (“Service(s)”).

 

This Agreement, among other things, provides the terms and conditions for use of the Services,

primarily through a web-based practice management software hosted and managed remotely

through the Website/Mobile App.

 

This Agreement is an electronic record in terms of Information Technology Act, 2000 and

generated by a computer system, and does not require any physical or digital signatures. This

Agreement is published in accordance with the provisions of Rule 3(1) of the Information

 

Technology (Intermediaries guidelines) Rules, 2011 that require publishing of the rules and

regulations, privacy policy and terms of usage for access or usage of the website/ service.

 

Pickrr reserves the right to modify the terms of this Agreement, at any time, without giving you

any prior notice. Your use of the Service following any such modification constitutes your

agreement to follow and be bound by the terms of the Agreement, as modified.

 

Any additional terms and conditions, standard operating procedures (SOPs), service-level

agreements (SLAs), terms of use, disclaimers and other policies applicable to general and specific

areas of this Agreement, Website, Mobile App and/or Service shall be construed to form an integral

part of this Agreement and any breach thereof will be construed as a breach of this Agreement.

 

Your access to use the Services will be solely at the discretion of Pickrr.

 

NOW THEREFORE, in consideration of the foregoing and other good and valuable

consideration, the receipt and adequacy of which are hereby expressly acknowledged, the Parties,

intending to be legally bound, hereby agree as follows:

 

1 DEFINITIONS

 

In this Agreement, the following terms, to the extent not inconsistent with the context thereof,

shall have the meanings assigned to them herein below:

 

1.1. “Affiliate” shall mean, in respect to a Person, any Person, company or other entity which

controls, is controlled by or is under common control with such Person, company or other

entity,

 

1.2. “Agreement” means this Merchant agreement and shall include any recitals, Annexures,

schedules, exhibits which may or may not be annexed to this Agreement and any

amendments made by the Parties in accordance with the terms hereof.

 

1.3. “Aggrieved Party” shall have the meaning ascribed to it in Clause 16.

 

1.4. “Applicable Law/Laws” shall include all applicable statutes, enactments, acts of

legislature, laws, ordinances, rules, bye-laws, regulations, guidelines, policies, directions,

directives and orders of any Government, and applicable international treaties and

regulations, in force at the relevant time.

 

1.5. “Claims” shall have the meaning ascribed to it in this agreement.

 

1.6. “Confidential Information” shall mean and include any and all information which is

confidential to a Party including (i) any business information, business strategies and plans;

(ii) any specifications, data relating to Products, processes and procedures; (iii) advertising

and marketing plans or marketing information, data and/or material; (iv) any past, current

or proposed development projects or plans for future development work; (v) any technical,

marketing, financial and commercial information; (vi) all Company’s Information and

(vii) Intellectual Property.

 

1.7. “Courier Partner” shall mean an entity or a person engaged by the Service Provider for

providing on ground courier services.

 

 

1.8. “Defaulting Party” shall have the meaning ascribed to it in Clause 16.

1.9. “Expenses” shall have the meaning ascribed to it in Clause 7.2

1.10. “Field Executive” or “Field Executives” means any person employed by the Courier

Partner or any of its consultant / partner / sub-contractor for the purpose of delivering the

Products.

 

1.12. “Identified Customer” means any person for whom, the Merchant requests the Service

Provider to arrange the delivery of Products.

1.13. “Intellectual Property” shall mean and include ideas, concepts, creations, discoveries,

domain names, inventions, improvements, know how, trade or business secrets; patents,

copyright (including all copyright in any designs and any moral rights), trademarks, service

marks, designs, utility models, tools, devices, models, methods, procedures, processes,

systems, principles, algorithms, works of authorship, flowcharts, drawings, books, papers,

models, sketches, formulas, teaching techniques, electronic codes, proprietary techniques,

research projects, and other confidential and proprietary information, computer

programming code, databases, software programs, data, documents, instruction manuals,

records, memoranda, notes, user guides; in either printed or machine-readable form,

whether or not copyrightable or patentable, or any written or verbal instructions or

comments.

 

1.14. “Indemnified Parties” shall have the meaning ascribed to it in Clause 15.1.15. “Material Breach” shall have the meaning ascribed to it in Clause 16. “Indemnifying Parties” shall have the meaning ascribed to it in Clause 15.

 

 

1.16. “Merchant” shall mean any natural person, limited or unlimited liability company,

corporation, partnership (whether limited or unlimited), proprietorship, Hindu undivided

family, trust, union, association, government or any agency or political subdivision thereof

or any other entity that may be treated as a person under applicable Law.

 

1.17. “Product” or “Products” shall mean the goods provided by the Merchant to the Field

Executives for the purpose of delivery.

 

1.18. “Service” or “Services” means the delivery of Products on the request of the Merchant, to

the Identified Customers at their desired location.

 

1.19. “Service Fee” shall have the meaning ascribed to it in Clause 7.

 

1.20. “Territory” shall mean any territory which is mutually agreed between the Parties to be

the operational area for the performing the Services.

 

1.21. “Value Added Services” or “VAS” includes services like RTO prediction intelligence,

NDR services, checkout services, communication services, working capital solutions, GST

or other ancillary business registration services and other ancillary services

 

1,22. “Website” means the website of the Service Provider i.e. www.pickrr.com

 

Except where the context requires otherwise, this Agreement shall be interpreted as follows:

 

  1. In addition to the above definitions, certain terms may be defined in the Recitals or elsewhere in this Agreement and wherever such terms are used in this Agreement, they shall have the

meaning so assigned to them.

 

 

 

  1. All references in this Agreement to statutory provisions shall be statutory provisions for the

time being in force and shall be construed as including references to any statutory

modifications, consolidation or re-enactment (whether before or after the Effective Date) for the time being in force and all statutory rules, regulations and orders made pursuant to a

statutory provision.

 

  1. Words denoting singular shall include the plural and vice versa. Words denoting any gender

shall include all genders unless the context otherwise requires.

 

  1. References to Recitals, Clauses or Annexures are, unless the context otherwise requires,

               references to Recitals, Clauses or Annexures to this Agreement.

 

(e) Any reference to “writing” shall include printing, typing, lithography and other means of

reproducing words in permanent visible form.

 

(f) The terms “include” and “including” shall mean, “include without limitation”.

 

The headings, sub-headings, titles, subtitles to Clauses, sub-Clauses and paragraphs are for

information only, shall not form part of the operative provisions of this Agreement or the

Annexure, and shall be ignored in construing the same,

 

2 SCOPE OF THE AGREEMENT

 

2.1 Subject to the terms and conditions of this Agreement, the Merchant hereby engages the

Service Provider, on a non-exclusive basis and the Service Provider accepts such

engagement, for providing the Services as per the terms of this Agreement.

 

2.2 The Service Provider shall provide the Services on “as and when required” basis. The

Merchant shall raise request for any Service in the manner agreed in this Agreement or as

may be mutually agreed between the Parties.

 

2.3. Service provider is the author and owner of its logistics software, hereinafter to be referred

as “Pickrr”, providing its Merchant an automated shipping panel services integrated with

the courier partners. Merchant agrees that Service Provider has no role and responsibility

in the actual delivery and shipment of the product, and Service Provider provides a

platform, for the Merchant to avail shipping services.

 

3 MANNER OF PROVIDING THE SERVICES

 

3.1 The Merchant shall request the Service Provider for the Services as and when required,

either through a call on a designated phone number of the Service Provider or directly

through the Website. Provided that the Merchant may also request for the Services in the

manner provided on the Website.

 

3.2 On the request made by the Merchant in the manner provided above, the Service Provider

shall arrange a Field Executive to be available with the Merchant to provide the Services

within a cut off time as directed by the customer support team of the service provider

 

depending on the availability of the Field Executives and other circumstances.

 

3.3. The Merchant shall hand over the properly packaged Product to the Field Executive.

Merchant shall provide/display prominently on package the shipping label having full

details of the order number, consignee details, product details, return address i.e. the

shipping address and the gross value and collectable value (net value) to be collected in

case of COD (Cash on Delivery) shipments. The Service Provider’s backend panel

platform shall enable the Merchant to take a print of the shipping label with all the details

and the same shall be pasted on the shipment.

 

Shipments which cross national borders/ international shipments may be subject to customs

clearance, in the destination country prior its delivery.

 

In the event of Identified Customer cancelling its order for the Product while the Product

is in transit or upon non-delivery of the Product due to the absence of the Identified

Customer at the specified location, the Field Executive shall arrange to return the Product

to the Merchant. Upon return of the Product the Merchant shall pay such amounts to the

Service provider as provided in this agreement and all such cases shall be treated as Non-

Delivery Report ("NDR”) and if, at the time of non-delivery of Product, the Merchant did

not respond within 24 hours, the service provider shall reserve the order as mark product

as RTO.

 

ROLES AND RESPONSIBILITIES OF THE SERVICE PROVIDER

 

Quality of Service. The Service Provider shall make commercially reasonable endeavours

that the Services are performed in a professional and competent manner, consistent with

industry standards reasonably applicable to such services.

 

Performance of Services. The Service Provider and not the Merchant, shall have the right

to control the manner and means by which the Services are to be completed by the Service

Provider pursuant to this Agreement. The Service Provider shall also retain the right to

 

ensure that the Services are being performed according to the agreed specifications.

 

The Service Provider make practically reasonable endeavours that:

 

4.3.1 Field Executive shall be available with the Merchant within a reasonable time

when required by the Merchant for providing the Service. However, the Service

Provider shall reserve the right to reject the request made by the Merchant in cases

of non-availability of Field Executives due to unforeseen circumstances and Force

Majeure.

 

4.3.2 The Products given by the Merchant are delivered timely and in good condition to

the address of Identified Customer or any other person specified by the Merchant.

In order to do so, Merchant authorizes Service Provider to

store/process/share/reproduce the Identified customer’s order related data for

intelligence purposes and improving the delivery performance.

 

It is expressly understood by the Parties that the Service Provider is a mere service provider

to the Merchant and not in any other capacity whatsoever it may be called. It is further

agreed to by the Parties that the Service Provider is not performing any activity or job or

providing service on behalf of the Merchant which is tantamount to seller or retailer and or

stockiest/distributor. The complete activity performed by the Service Provider under this

Agreement is based on specific instructions given by the Merchant as part of the scope

defined from time to time.

 

ROLES AND RESPONSIBILITIES OF THE MERCHANT

The Merchant shall ensure the availability of the Products before making a request to the

Service Provider for a Field Executive.

 

The Merchant shall ensure that:

 

5.2.1 The products which are banned or declared illegal or the transportation of such

products which require a license under the Applicable Laws, shall not be shipped

through the packaged packet. The Merchant does not carryon activities, which are

banned or illegal or immoral under the Applicable Laws.

 

In the event Merchant hands over or provides the aforesaid goods/shipments to

Service Provider/its courier partner, then Service Provider /its courier partner shall

not be responsible and liable for any loss, damage, theft or misappropriation of

such products even if service provider or delivery personnel has the knowledge of

the same and even if such loss, damage, theft or misappropriation is caused due to

any reason attributable to service provider or delivery personnel. The Merchant

undertakes that in the event any article/good/shipment booked/handed over by it

falls within the category of the banned/illegal items or those described above

 

(including reactive, hazardous and dangerous goods which are in breach of any

applicable law or of any packaging/transportation guidelines of the concerned

courier partner), then the Merchant agrees to indemnify Service Provider and its

courier partner for any and all issues, losses and damages pursuant thereto.

 

The Merchant agree that the Merchant shall be responsible for proper, tamper

proof and damage proof packing of the products.

 

The Merchant agree that the Merchant shall use good quality boxes and tapes, duly

engraved with your trademark/name, etc. and not generic tapes for the

packaging/sealing of the goods/shipments. In case generic (brown/plain) tapes are

used in the packaging/sealing of the goods/shipments, Service Provider shall have

no responsibility of any kind, in case of

pilferage/damaged/alteration/tapering/leakage etc. of the goods/shipments. In such

a scenario, the entire responsibility shall be of the Merchant.

 

Merchant shall collect receipt(s) of the signed copy of the shipping manifest; it is

the proof of handover of shipment to the courier companies.

 

At the time of handing over the Products to the Field Executive, the Products are

in good condition. If the Products are not in good condition at the time of handling

the Products, the Field Executive, at his sole discretion, may refuse to accept the

Product, without any liability to the Service Provider.

 

The Merchant is solely liable for Products shipped through Service Providers. In

the case of any Product mismatch/quality issue, Service Provider shall not be

liable.

 

The Merchant shall give adequate prior intimation to the Service Provider about

the nature of the Products to be transported. The Merchant shall also intimate the

Service Provider about whether such Products are to be delicately handled,

whether the Products are of hazardous nature and other conditions with which the

Products have to be handled in order to facilitate the Service Provider to make

adequate arrangements for transport of such Products. This prior information is

critical to the Service Provider. In the event of failure to provide such information,

the Service Provider shall not be held liable for any damages and in addition, the

Merchant shall be liable to indemnify the Service Provider for any actual and direct

loss/injury suffered by its authorised personnel or to its vehicles on account of such

hazardous nature of Products. The Merchant agree that any information give to

 

Service Provider will always be true, accurate, correct, complete and up to date

which shall be used by the Service Provider as per their requirements. The

Merchant shall provide proper prior intimation of the destination and details of the

Identified Customer to whom/which the Products are to be delivered. Failure to

provide proper information and/or any requisite information in relation to the

Products, shall absolve the Service Provider of any liabilities towards loss from

damaged, defect, delay or mis-delivery. The Merchant agrees that it will be solely

responsible for any breach of its obligations under this Agreement and for the

consequences (including any loss or damage which the Merchant may suffer) of

any such breach.

 

The Merchant shall be solely and directly liable to its Identified Customers. The

Service Provider shall be liable only to the Merchant to the extent and in the

manner set out in the Agreement. To that effect, the Merchant shall ensure to

protect and immediately indemnify the Service Provider against any such claims

from Identified Customers of the Merchant.

 

The Merchant shall ensure to make its premises or location of delivery of the

Products, safe and accessible to the Field Executive for loading of the Products.

 

The Merchant shall be ready with the package in packed order when the Field

Executive comes to receive the shipment, all pick-ups should be logged before the

cut off time as directed by the customer support team of the Service Provider, and

no pick up beyond the cut-off time of the Courier Partner shall be possible.

 

The Merchant shall not engage in any activity that interferes with or disrupts the

Services (or the servers and networks which are connected to the Services) of the

Service Provider.

 

Service Provider hereby authorizes the Merchant to view and access the content

available on the Website/Mobile App solely for ordering, receiving, delivering and

communicating as per this Agreement. The contents of the Services, information,

text, graphics, images, logos, button icons, software code, design, and the

collection, arrangement and assembly of content on the Website and Mobile App

(collectively, "Service Provider’s Content"), are the property of Service Provider

and are protected under copyright, trademark and other laws. Merchant shall not

modify the Service Provider Content or reproduce, display, publicly perform,

distribute, or otherwise use the Service Provider Content in any manner, without

the consent of Service Provider.

 

5.2.13 Merchant shall not transfer or share (including by way of sublicense, lease,

assignment or other transfer, including by operation of law) their log-in or right to

use the Service to any third party. The Merchant shall be solely responsible for the

way anyone have authorized to use the Services and for ensuring that all of such

users comply with all of the terms and conditions of this Agreement. Any violation

of the terms and/or conditions of this Agreement by any such Merchant shall be

deemed to be a violation thereof by Merchant, towards which Service Provider

shall have no liability or responsibility.

 

5.2.14 The Merchant is solely responsible for payment of all taxes, legal compliances,

and statutory registrations and reporting under applicable law. Service Provider is

in no way responsible for any of the Merchant’s taxes or legal or statutory

compliances.

 

5.2.15 Notwithstanding anything provided contrary in this Agreement, the Merchant

hereby: (i) agrees that the Merchant has voluntarily submitted the various KYC

information and documents (including but not limited to Aadhaar card/OTP, PAN

card, voter id, passport, driving license, GST certificate, income tax returns, entity

details, etc.) and requisite information as required by Service Provider from time

to time; (11) provides his consent for verification of the information and documents

submitted to Service Provider in order to establish its genuineness in the manner

permitted by applicable laws; and (iii) provides his consent and further authorizes

Service Provider to share his relevant details and documents (including but not

limited to business/registered name(s), phone number(s), address(es), email-id(s),

bank account details, KYC documents, etc.) with the concerned judicial authority,

court, police, complainant, etc. (as the case may be) in the event of a complaint

been filed against the Merchant or dispute been raised in relation to the shipment(s)

made by the Merchant.

 

5.2.16 Merchant should properly paste and insert the invoice, in and on the package

 

5.2.17 Merchant to agree that when a shipment comes back as RTO (return to origin) due

to failure of COD, failed delivery, failure to pay any duty, or any other reason

whatsoever, it is the Merchant’s /Merchant’s responsibility to change the status of

the order to RTO received. Merchant agrees to make payment as applicable.

 

5.3. In the event of any consumer complaint/dispute, the cases will be sent to the Merchant, and

it will be sole responsibility of the Merchant to resolve such cases within 24 Hrs of

receiving such cases. In case of any failure to resolve such cases, the Service Provider

reserves the right to take appropriate action, legal or otherwise.

 

LOGIN CREDENTIALS

 

You and your Authorised User(s) agree to regularly regenerate the Password and Login

through our dashboard in order to avoid unauthorised access to our Product through your

Pickrr account. In the event of any unauthorised access, you agree to indemnify us against

all claims, loss or damage arising from such unauthorised access. You also agree to pay

the Charges for the use of the Product on account of such unauthorised access.

 

SERVICE FEES

 

Service Fee. Starting from the Effective Date, as consideration in lieu of the Services

provided by the Service Provider, the Merchant shall make a payment on a per order basis

in the manner as set forth in this Agreement, or as otherwise agreed by the Parties

(“Service Fee”). The Service Provider may add new services for additional fees and

charges or may proactively amend fees and charges for existing services, at any time in

its sole discretion.

 

Expenses. For all the expenses to be incurred by the Service Provider for the purpose of

providing the Services pursuant to this Agreement, the Service Provider shall submit an

expense report with the Merchant. The expense report shall contain a brief summary/

breakup of the expenses incurred/to be incurred and receipts thereof. The expenses shall

be paid in accordance with terms and conditions of this agreement.

 

Taxes. Goods and Service Tax will be applicable on the Invoice as per the Applicable Law.

 

Tax deduction at source (TDS). The Service Fee would be subject to statutory TDS by the

Merchant at the applicable rate. In the event of such deduction, Merchant will provide the

Service Provider with such certificate of TDS, requisite information and documentation in

a timely manner as per the applicable rules so as to enable claim credits of the said TDS

including without limitation a statutorily prescribed certificate in this regard.

 

 

 

Said To Contain Basis & Inspection: It is expressly understood by and between the Parties

that all products agreed to be delivered by Service Provider or its logistics partners are on

“SAID TO CONTAIN BASIS” i.e. Service Provider or its logistics partners shall be under

no obligation and is not expected to verify the description and contents of the products

 

declared by the Merchant on the docket and as such, the Merchant shall undertake and

ensure to make proper, true, fair, correct and factual declaration on the docket regarding

description and value of products. Further, Service Provider is not responsible in any way

whatsoever for the merchantability of the products.

 

For any claims by the Merchant the signed copy of the manifest sheet of the pickup against

which the courier company has received the shipment has to be submitted along with the

claim request. Without the signed manifest the request shall not be considered valid.

 

RETURNS/RTO OF THE PRODUCTS

 

Service provider reserves the right to returned to the Merchant, the products which are not

accepted by the customer for any reason whatsoever, at the location(s) as specified by the

Merchant.

 

Service Provider reserves the right to apply the RTO (return to origin) charges same as the

agreed shipping rates.

 

Service Provider shall agree that the returns will be initiated by the courier partners for all

products which are not accepted by the customer for any reason whatsoever. You will

ensure that such products are accepted at the location(s) specified by Merchant and share

the Airway bill number against which the shipment returned to the Merchant.

 

In case of non-acceptance of the RTO shipment by the Merchant or in case the Merchant

is not reachable for RTO shipment, Service provider reserves the right to levy suitable

demurrage/incidental charges for extended storage of such products for any period

exceeding 7 (seven) business days from initiation of the returns and up to 30 (thirty days)

days from such date. In case of non-acceptance of the products beyond 30 (thirty) days,

Service Provider has the right to dispose such products and the Merchant will forfeit all

claims in this regard towards the Service Provider also Merchant will be required to pay

charges for disposing the product, along with all other charges (including

demurrage/incidental charges). Further in such a case, Service Provider shall inter-alia have

the right to: (a) retain the COD Amounts of the defaulting Merchant; and/or (b) retain the

custody of the shipments of the defaulting Merchant which are in the possession of Service

provider Courier partner(s).

 

REVERSE PICKUPS

“Reverse Pickup” means collection of the products by Service Provider from the

customer’s address as specified by the Merchant and the delivery of such products at a

location mutually agreed between the Parties.

 

Merchant shall agree that in case of a reverse pick up of orders, Merchant will be charged

as per the reverse logistics price Agreed by Merchant on Dashboard.

 

Service Provider and Service Provider’s courier partners shall not be responsible for

verifying the contents of the products handed over by the customer to it delivery personnel.

The packaging of such products shall also be the sole responsibility of the customer. The

packaging should be good enough to ensure no damage in transit. The sole responsibility

of the contents of the packed consignment shall lie with the end customer. Service Provider

and Service Provider’s courier partners shall be, in no way, responsible for any shortage or

damage of such consignments unless the same is caused solely due to the gross negligence

of Service provider.

 

It is the responsibility of the Merchant /its customer that on receipt of the shipment initiated

through reverse pickup, share the AWB number on which the courier partner has delivered

the shipment.

 

DISPUTES REGARDING PRODUCTS/SERVICES.

 

The Service Provider shall not be responsible for any claims in connection with the late

delivery of the Products. Provided the late delivery is reasonable and caused by unforeseen

situations and force majeure.

 

The Service Provider shall not be responsible for any damage caused to the Product or if

the Product is harmed in any other manner before it comes into the possession of the Field

Executives.

 

The Service Provider shall not be responsible for any damage caused to the Product in

transit due to improper inner or outer packaging of the Product.

 

The Service Provider shall not be responsible for any damage caused to the Product due to

improper packaging or if the Product is harmed in any other manner before it comes into

the possession of the Field Executives. For more clarification, if outer packaging is not

damaged but inner product is damaged that means product is damaged before it comes into

the possession of the Field Executives.

 

The Service Provider shall not be responsible for any damage caused to the Product in

transit due to improper packaging of the Product provided that if the Merchant follows all

guidelines for packaging, then service provider shall be liable to pay lost claim.

 

In case of forward delivery, if Identified Customer raise the query that the product and

packaging is damaged within 48 hours from the delivery of the product, the Service

Provider shall be liable to investigate the case and provide the claim on case-to-case basis.

There is no liability of the service provider in case Product is damaged but there is no effect

on packaging or any complaint raised after expiry of 48 hours of delivery of such product.

 

Save as otherwise stated in this Agreement, for any claims by the Merchant regarding non-

connectivity of the shipment (i.e. where the Merchant is claiming that the shipment has

been picked up but not connected) - the signed copy of the manifest sheet of the pick up

against the disputed shipment has to be submitted along with the claim request by the

Merchant within 3 (three) days from the pickup date. Without the signed manifest any such

request shall not be considered valid.

 

POINT OF CONTRACT

 

Merchant will provide Service Provider with the name, designation, E-mail address and

phone co-ordinates of it or its representative who will be responsible to co-ordinate with

Service Provider for the purposes of this agreement. Details of Merchant

 

INTELLECTUAL PROPERTY

 

The Merchant represents that it is the sole and exclusive owners of its Intellectual Property

and has and shall have full and sufficient rights to grant to the Service Provider, the right

to use and permit the use of its Intellectual Property. The Merchant grants the right to use

its Intellectual Property to the Service Provider solely for the purpose of providing the

Services under the terms of this Agreement.

 

Nothing contained in this Agreement constitutes a non-transferable, royalty free and non-

exclusive license in favour of the Merchant to use the Intellectual Property owned by the

Service Provider such as, but not limited to trademarks, service marks or logos, and any

use by the Merchant of the same shall be only with the prior written permission of the

Service Provider, as the case maybe.

 

All rights with respect to the data and information on the Service Provider Platform shall

vest with Service Provider. For avoidance of doubt, it is hereby clarified that Service

Provider may use such data for the purposes of research, analysis & business intelligence,

improvement/development/advancement of Service Provider Platform & Service Provider

Services, and for other purposes and in accordance with the privacy policy as provided on

the Service Provider website.

 

REPRESENTATIONS AND WARRANTIES

Merchant represents to the other Party hereto that:

 

13.1.1 Merchant has obtained all governmental, statutory, regulatory or other consents,

licences, authorisations, as per the Applicable Law, required to enter into and

perform its obligations under this Agreement.

 

13.1.2 Merchant has the full power and authority to enter into, execute and deliver this

Agreement and to perform the transactions contemplated hereby and Merchant is

duly incorporated, registered with requisite authorities or organized with limited

liability and existing under the laws of the jurisdiction of its incorporation or

organization;

 

13.1.3 The execution and delivery by such Party of this Agreement and the performance

by such Party of the transactions contemplated hereunder has been duly authorized

by all necessary corporate, statutory, contractual or other action of such Party.

 

Except as set forth herein, Service Provider makes no representations, and hereby expressly

disclaims all warranties, express or implied, regarding its Services or any portion thereof,

including, without limitation, any implied warranty of merchantability or fitness for a

particular purpose and implied warranties arising from course of dealing or course of

performance.

 

CONFIDENTIALITY

 

Other than information required and processed by the Service Provider as stated in this

Agreement, all communications between the Parties and/or any of them and all confidential

information given to or received by any of them from any other, and all information

concerning the business transactions and the financial arrangements including rate cards of

any Party with any entity or person with whom any of them is in a confidential relationship

with regard to the matter in question which comes to the knowledge of the recipient, shall

be kept confidential by the recipient unless or until the recipient can reasonably

demonstrate that any such communication or confidential information is in the public

domain through no fault of its own, or is required to be disclosed pursuant to the obligations

of extant laws. If it is in the public domain, this obligation shall then cease in relation to

the specific information concerned only.

 

INDEMNITY

 

The Merchant (“Indemnifying Party”) hereby agrees to indemnify, defend and hold Service

provider, its affiliates, officers, directors, employees, contractors, sub-contractors,

consultants, licensors, other third party service providers, agents and representatives

(“Indemnified Party”) harmless from and against claims, demands, actions, liabilities,

costs, interest, damages and expenses of any nature whatsoever (including all legal and

other costs, charges and expenses) incurred or suffered (directly or indirectly) by the

Indemnified Party, on account of: (a) Indemnifying Party’s access to or use of Services;

(b) violation of this Agreement or any terms of use of the Services by the Indemnifying

Party (and/or its officers, directors and employees); (c) violation of applicable law by the

Indemnifying Party (and/or its officers, directors and employees); (d) wrongful or negligent

act or omission of the Indemnifying Party (and/or its officers, directors and employees);

(e) any third party action or claim made against the Indemnified Party, by reason of any

actions undertaken by the Indemnifying Party (and/or its officers, directors and

employees); (f) any fraudulent business activities being carried on by the Merchant; and

(f) any duties, taxes, octroi, cess, clearance charges and any other charge/levy by

whatsoever name called, levied on the shipments.

 

Notwithstanding anything to the contrary contained under this Agreement, in any event the

Service Provider shall not be liable (whether in contract, warranty, tort, including but not

limited to negligence, product liability or other theory) to the Merchant or any other person

or entity for any indirect, incidental, punitive, special, consequential or exemplary damages

(including damages for loss of revenues, loss of profit, or anticipated profits, loss of

goodwill, loss of business or data or cost of procurement) arising out of or in relation to

this Agreement even if the Service Provider has been advised of the possibility of damages.

Service Provider’s aggregate liability to the Merchant under this Agreement or under any

Applicable Law or equity shall be limited solely to one month’s Service Fee payable to the

Service Provider.

 

TERM AND TERMINATION

 

This Agreement shall come into force from the Effective Date mentioned in this Agreement

and shall be valid, legal and binding from the Effective Date unless terminated by either

Party in accordance with this Agreement. Either Party can terminate the Agreement at any

time prior to the expiry of the term for any reason whatsoever by providing an advance

notice of [30 (thirty) days].

 

If at any time after the Effective Date, there is a breach of any warranties by any party; or

there is any breach or non-fulfilment by a party (“Defaulting Party”) of its obligations

under this Agreement then the other party (“Aggrieved Party”) may deliver a written

notice to Defaulting Party which notice shall specify a period of 15 days from the date of

such notice to remedy such breach, deficiency or matter that is capable of being cured, and

during such day period the Defaulting Party shall have the opportunity to remedy such

breach, deficiency or matter. If the Defaulting Party does not remedy the relevant breach,

deficiency or matter to the reasonable satisfaction of the Aggrieved Party by the end of the

15 (fifteen) day period, or if the relevant breach, deficiency or matter is incapable of being

cured, a “Material Breach” shall be deemed to have occurred under this Agreement.

 

Upon the occurrence of a Material Breach:

 

16.3.1 all obligations of Aggrieved Party towards the Defaulting Party shall automatically

lapse without any further act, deed or thing on the part of any Party except for the

already pending dues of Merchant towards Service provider; and

 

16.3.2 Aggrieved Party may terminate this Agreement at any time, by delivering a written

notice to the Defaulting Party.

 

The termination rights under this Clause 12 are in addition to, and not exclusive of, any

other rights and remedies that the parties may have hereunder under applicable laws or

otherwise.

 

ASSIGNMENT OF RIGHTS AND OBLIGATIONS

 

Merchant shall procure the written consent of Service Provider prior to assignment of its

rights and obligations under the Agreement. if Merchant is merged with another company,

de merged into several companies, or if assignment is to a subsidiary or another company

within the same group after settling all the claims due with Service Provider. Any

assignment of rights without prior written consent of Service Provider, shall not be valid

and neither release Merchant from its obligations and responsibilities.

 

NOTICES

All notices or other communications required to be made under this Agreement shall be

valid when received, if personally delivered and an acknowledgement in writing is

obtained; when transmitted, if transmitted by E-mail, Upon receipt of acknowledgement,

if sent by registered post with acknowledgement due. In each case notice will be sent to

the respective parties in the address as provided by them time to time. any change in the

address of a party should be notified to the other party on immediately basis.

 

MISCELLANEOUS

 

Amendment. No change, alteration, modification, amendment or addition to this

Agreement shall be effective unless it is in writing and properly signed by both Parties.

 

Assignment. The Merchant shall not assign its rights and obligations under this Agreement

to a third party without the prior written consent of the Service Provider.

 

Relationship Of Parties. The Parties are not and shall not be considered joint ventures,

partners, or agents of each other, and neither shall have the power to bind or obligate the

other except specifically as set forth in this Agreement. Parties agree that the relationship

created by this Agreement is not a fiduciary relationship. Neither of the Party shall not,

under any circumstances, act or hold itself out as an agent or representative of the other

 

Party.

 

Entire Understanding. This Agreement contains the complete and integrated understanding

and agreement between the Parties hereto and supersedes any understanding, agreement or

negotiation, whether oral or written, as set forth herein or in written amendments hereto

duly executed by both Parties.

 

Force Majeure. Any non-performance or delay in performance by any Party of any of its

duties, obligations or responsibilities under this Agreement, shall be excused if, and to the

extent that such non- performance or delay in performance is caused by force majeure. For

the purposes of this Clause, “force majeure” shall mean the following events and

circumstances to the extent that they, or their consequences, have an effect described

herein:

 

a. Acts of God, including without limitation fire, storms, floods, earthquake or lightning

pandemic.

b. War, hostilities, terrorist acts, riots, civil commotion, pandemic, spread of life

threatening communicable diseases, or disturbances, change in governmental laws,

orders or regulations adversely affecting or preventing due performance by any Party

of its duties, obligations or responsibilities under this Agreement, embargoes, actions

by a government, central or state in India or overseas, or any agency thereof, sabotage,

explosions.

 

c. Strikes, lockouts or other concerted industrial action or failure of Internet.

 

d. Any other acts, occurrences, events or circumstances beyond the reasonable control of

the Party affected.

 

The prices may be subject to hike in the event of pandemic or due to any unavoidable

circumstances. No debit claims shall be accepted for any such events.

 

Non-solicitation. The Merchant agrees that during the Term and 2 (two) year thereafter, it

shall, unless it secures the prior written permission of the Service Provider, directly or

indirectly through its subsidiaries, affiliates or group companies, induce or attempt to

induce any employee, officer, director, agent, independent contractor, customer, supplier

or other service provider of the Service Provider to terminate its relationship with, or cease

providing services or products to, or purchasing products from, the Merchant.

 

Dispute Resolution. In the event of any dispute that remains unresolved for a period of 30

days, the party aggrieved shall submit the dispute before Mediation Centre (High court of

Punjab and Haryana and subordinate courts) for mediation, an independent mediator

appointed by such Mediation Centre This provision shall continue in full force and effect

subsequent to and notwithstanding expiration or termination of this Agreement. In the

event of any dispute that remains unresolved even in mediation then only that dispute will

be referred to the court of Gurgaon only. Notwithstanding anything contrary to the

provisions of this Clause, either Party hereto shall have the right to obtain temporary

restraining orders or temporary or preliminary injunctive relief from a court of competent

jurisdiction, provided, however, such Party shall contemporaneously submit the dispute,

controversy or claim for mediation on the merits as provided herein.

 

Governing Law and Jurisdiction. This Agreement shall, in all respects, be governed by and

construed in all respects in accordance with the laws of India and subject to Dispute

Resolution provisions contained in this Agreement, the courts in Gurgaon, India shall have

exclusive jurisdiction over the Dispute referred to it under this Agreement.

 

Attorneys’ Fees and Costs. Subject to Clause 19.11, if court proceedings are required to

enforce any provision or to remedy any breach of this Agreement, the prevailing Party shall

be entitled to an award of reasonable and necessary expenses of litigation, including

reasonable attorneys’ fees and costs.

 

Severability. If any provision of this Agreement is determined to be invalid or

unenforceable in whole or in part, such invalidity or unenforceability shall attach only to

such provision or part of such provision and the remaining part of such provision, and all

other provisions of this Agreement shall continue to remain in full force and effect. Upon

such determination that any provision is invalid, illegal or incapable of being enforced, if

required, the parties will negotiate in good faith to modify this agreement so as to effect

the original intent of the parties as closely as possible in an acceptable manner to the end

that the transactions contemplated hereby are fulfilled.

 

Remedies. The Merchant acknowledges, understands and agrees that should the Merchant

breach any of its obligations contained in this Agreement, the Service Provider shall have

the right to fully enforce this Agreement and the Service Provider shall be irreparably

harmed and entitled to specific performance, including without limitation, an immediate

issuance of a temporary restraining order or preliminary injunction (without posting a

bond) enforcing this Agreement, in addition to a judgment for damages caused by any such

breach, and to any other remedies provided for by applicable laws.

 

Counterparts. The Merchant hereby agrees and undertakes that the Merchant is legally

entitled and eligible to enter into this e-Agreement and further agrees and undertakes to be

bound by and abide by this Agreement and the person accepting this Agreement, by and

on behalf of the Merchant, is authorized signatory of the Merchant and is entitled and

legally authorized to bind such Merchant on whose behalf this Agreement is being

accepted. The Merchant hereby expressly waives all its rights to dispute the legal

validity/tenability of this e-Agreement.

 

Waiver. Waiver by one Party hereto of breach of any provision of this Agreement by the

other shall not operate or be construed as a continuing waiver.

 

Mutual Obligations. Each Party agrees to not knowingly do any act or knowingly make

any statement, oral or written, which would injure the other party’s business, its interest,

or its reputation, unless required to do so in a legal proceeding by a competent court with

proper jurisdiction.

 

Good Faith. Each Party will act in good faith in the performance of its respective duties

and responsibilities and will not unreasonably delay or withhold the giving of consent or

approval required for the other Party under this Agreement. Each Party will provide an

acceptable standard of care in its dealings with the other Party and its employees.

 

Survival. Notwithstanding the foregoing, the provisions set forth in Clause 15 (Indemnity),

Clause 14 (Confidentiality), Clause 12 (Intellectual Property), Clause 18 (Notices), Clause

19.6 (Non-Solicitation), Clause 19.7 (Dispute Resolution), Clause 19.8 (Governing Law

and Jurisdiction), Clause 19.9 (Attorney’s Fees and Costs), Clause 19.11 (Remedies) and

Clause 19.16 (Survival) shall survive any termination of this Agreement.

 

Compliance With Laws: Each Party shall at all times and at its/his/her own expense: (a)

strictly comply with all applicable laws, now or hereafter in effect, relating to its/his/her

performance of this Agreement; (b) pay all fees and other charges required by such

applicable law; and (c) maintain in full force and effect all licenses, permits, authorizations,

registrations and qualification from any authority to the extent necessary to perform its

obligations hereunder.

 

Sub-contractor. The Service Provider shall have the right to appoint a third party sub-

 

contractor for rendering the Services without any prior intimation of such appointment

being provided to the Merchant.SCHEDULE I

 

TERMS & CONDITIONS:

 

1. The Merchant guarantees that the shipment contains none of the following banned

commodities.

a. Perishables; Currency; Liquids & Semi-liquids; Pornography; Bullion; Drugs and

Narcotics (Illegal); Firearms, parts thereof and ammunition; Precious & Semi-Precious

Items; Radioactive Material; Commodities banned by Law at any given time.

 

2. Merchant who has to recharge the wallet might get additional benefits like cashback or

discount coupon. If at any stage, Merchant wishes to close his/her wallet account

associated with Service Provider in such an event, only such principal amount will be

returned which is no used by the Merchant (lying in the Wallet at the time of closure) after

reducing cashback amount in last three recharge (E.g. in last three recharge, Merchant

has made a total recharge of Rs. 5,000/- and he has received a cashback of Rs. 1,500/- so

the total balance lying in the wallet is 6,500/- and Merchant has used 4,500/- out of the

said wallet amount and Now, Merchant wishes to close his/her wallet account. In such an

event, Merchant is liable for principal amount, after deducting Cashback provided to

him/her in the last three transactions (which is Rs. 500/- In this Example). Merchant is

liable to exhaust such a cashback or discount coupon before the closure of his/her wallet

account in order to avail the benefit of such cashback.

 

3. Invoice. The Service Provider shall generate and submit invoices to the Merchant for the

Service Fee and the Expenses once a month, along with the relevant documentary proofs.

The invoice amount shall be auto settled from the wallet of the Merchant associated with

the Service provider's account. In the event, the wallet amount maintained by the

Merchant falls short of the outstanding amount payable to the service provider, then

Merchant shall pay Service Provider’s invoices within Seven (7) of the date of the invoice.

All invoices will be denominated in INR. Payments shall be made by direct bank transfer

to Service Provider’s nominated bank account or by such other means as may be agreed

between the parties from time to time. If no dispute is raised within Seven (7) days of

submission, the invoice will be deemed as un-disputed.

 

4. If the Merchant fails to pay the pending invoice amount after settling with Wallet in

accordance with the time period mentioned above, Service Provider will have the right to:

 

(i) retain the amounts received from the end customer of the Merchant through the cash

on delivery method (“COD Amount”), and/or (ii) retain the custody of the shipments of

the Merchant which are in the possession of Service Provider/courier partner(s), and/or

(iii) levy an interest of 18% per annum from the due date of payment, till such time that

the Merchant makes entire payment towards the invoice. Without being prejudice to the

above, the Merchant hereby agrees that it shall become liable to pay the freight charges

(both forward and RTO charges) as soon as a shipment is picked up or is RTO initiated

by the Service Provider courier partner, and that Service Provider shall have a right to

recover such freight charges from the Merchant (for all the shipments which have been

picked-up/shipped/RTO however which have not been invoiced) as per the various modes

agreed under this Agreement, including but not limited to retaining the COD Amounts for

the shipments of the Merchant.

 

In the event the Merchant closes its account with Service Provider, or this Agreement

expires or is terminated, Service Provider will deduct the Fees and the freight amounts

due to it from the Merchant’s wallet associated with Merchant Account with Platform and

if any invoice amount still remain pending such amount will be adjusted with the COD

Amount. Service Provider shall, thereafter, remit the remaining COD Amount after such

deduction, within 10 (ten) days from the date of such closure/expiration/termination,

subject to reconciliation and completion of all the shipments and transactions pertaining

to the Merchant/his account. In the event, the COD Amount falls short of the outstanding

amount payable by the Merchant, the Merchant shall within 5 (five) days from the date of

such closure/expiration/termination pay the outstanding amount to Service Provider, and

until the payment of the entire outstanding amount, Service Provider shall retain the

custody of the shipments of the Merchant which are in the possession of Service Provider

/courier partner(s). In the event of any delay in payment of outstanding amount by the

Merchant (as required under this clause), Service Provider shall have a right to levy an

interest of 18% per annum on the outstanding amount from the due date of payment till

the date of actual payment and/or to forfeit the security deposit amount of the Merchant

(if any) lying with Service Provider.

 

Reconciliation. Parties to do periodic reconciliation of their books/ ledger. Any

discrepancies identified to be mutually resolved within 60 days from the date of pickup

of the product.

 

Merchant can raise any kind of dispute in prescribed format within seven (7) business

days from the date of receipt of invoices/ E-invoices by validating the charges on the

dashboard. Service Provider can accept/reject/partially accept/ partially reject the dispute

and will share the working and differential amount with merchant. In the event, Merchant

accepts the said mentioned working, the same will be credited through credit note if tax

invoice has already been issued otherwise issue the revised invoice after settlement of

abovementioned dispute. If in any case, Merchant rejects the working of Service provider

then they will have to provide supporting evidences and details based on which they have

rejected the dispute within 7 business days from the date of sharing of working by Service

Provider. In such event, Service provider will re-validate and re-work on the same and

inform Merchant about the acceptance or rejection of such claim. Further, if Merchant did

not raise any dispute within Seven (7) business days from the date of receipt of invoice,

Service Provider shall have full rights to reject the such dispute raised after seven(7)

business days from the date of receipt of Invoices.

 

COD remittance. It will be 8 times in a month i.e on Ist, 8th, 15th, 22° & 29% on D+7

basis where D is the delivery date of the shipment.

 

For the same day reverse shipment pickup, request should be raised before 12:01 PM.

 

Please note training for operating the dashboard should be taken seriously. Any dispute

arising due to booking in the incorrect slab by mistake shall be borne by the Merchant

only. Service Provider shall not be liable in case of booking the shipment in the incorrect

slab/ weight from the Merchant’s end.

 

The money collected from the Identified Customers or any other person taking the

delivery of the Product for the cash on delivery orders will be transferred to the Merchant’s

designated account on a weekly basis.

 

Lost Claim. The maximum liability of the service provider and the sole and exclusive

remedy of the Merchant for the damage or loss or theft or misappropriation of any product

or cash caused due to gross negligence and willful misconduct of Service Provider shall

be limited to Rs. 2000/- per Product or the actual amount of cash or the product value

shared in the manifest whichever is lower, Notwithstanding anything contained above the

maximum liability for Reverse Pick-ups shall be limited to Rs. 1,500/- per product or 50%

of the Product value shared in the manifest whichever is lower.

 

For loss or theft or misappropriation of any product or cash caused due lo gross negligence

and willful misconduct of Service provider, the service provide shall provide the COF to

the merchant for all lost/damaged products with a value above Rs. 2000/- as per the

Manifest. Notwithstanding anything contained above the Service Provider shall not be

liable to the Merchant to pay amount for lost/damaged Products once COF has been

provided to the Merchant.

In relation to the above, it is clarified that:

in case of a claim under this Agreement by the Merchant (due to any reason including

damage, lost, theft, etc.), Service provider shall only be liable to pay INR 2000 or the

product value of the shipment, whichever is less, except in cases where Service

Provider has received a request from the Merchant (within 7 days of the lost/damage

declared date) for procuring certificate of facts (COF) from the concerned courier

company. In such a case, Service provider shall only be required to arrange the COF

from the concerned courier company, and will not be liable to pay any compensation

to the Merchant;

 

The Merchant agrees that all claims relating to: (i) damage to the shipment must be

notified to Service Provider in writing within forty-eight (48) hours of the delivery of

shipment; and (ii) loss/theft of the shipment must be notified to Service Provider in

writing within thirty (30) days of the shipment pickup date; and

 

It is hereby informed and agreed that Service provider and/or its courier partner(s)

shall not be responsible for any damage to the shipments which include liquid or

fragile items/products (including but not limited to liquid cosmetic, beauty products

and glass items).

 

13. It is known to both the parties that there might to chance of hike in fuel prices and it is

agreed by the Merchant that if there is hike in price of Diesel in such event, follow Fuel

surcharge mechanism will be applicable and same will be billed under “Air” and “surface”

movement along with distance shipments travel.

 

 

 

 

Fuel price varies between - (INR 70 - INR 99) in this case we won't levy any

additional charge.

 

Fuel price > INR 99, Therefore, the zone-wise DPH charges shall be as follows:

Price Hike ->100-) [Price Hike ->105-| [Price Hike ->110-

 

105 110 115 Price Hike ->115-120

Per/Waybill

 

Zone |(In Rs.) Zone |Per/Waybill Zone |Per/Waybill | |Zone |Per/Waybill

 

A 0.5 A 1 A 1.5 A 2

 

1B 0.5 1B 1 1B 1.5 IB 2

 

IC 1 IC 2 iC 3 IC 3.5

 

ID/E 1.5 D/E B ID/E #45 D/E 5

*If price hiked more than Rs. 120, in such event, Fresh Commercials/ prices will be shared

with Merchant

 

14. TAT: Please refer the Table below for TAT for respective zones and Air and Surface Modes

Zone | Within | Regional | Metro to Metro | Rest of India North

Name City surface (Delhi, East,

upto 500 Mumbai, J&K, HP,

kms Bengaluru, Leh

Pune, Chennai, Ladakh,

Kolkata, Port Blair

Amdavad,

Hyderabad)

Zone A B C D E

Code

TAT 1-2 2-3 days 2-3 days 4-5 days 5-7 days

(AIR) days

TAT 1-2 2-3 days 3-4 days 5-7 days 6-9 days

(Surface | days)

 

 

 

Higher of (Minimum COD Charge) or (COD%) of the collectable value will be charged.

Minimum COD charge and COD % values are mentioned in the forward logistics

commercials.

 

Chargeable Weight will be higher of {(Volumetric Weight (L*B*H (in cms)/Divisor), Dead

Weight}. “Divisor” used in this calculation is mentioned in the commercials table of the

respective courier slabs

 

It is advisable to Merchant that any kind of documents which needs to be shipped shall not

be shipped through 500gm slabs or higher, as Courier Companies doesn’t accept documents

in the said slab (especially Bluedart). There might be chances that Shipment got damaged

or destroyed during the Transit and in such an event, Service Provider is not liable to any

loss to Merchant. The said shipment shall be booked under the slab of 250gm.