Terms and Conditions

User Terms

Thank you for visiting our website, www.dunzo.in ("Website") or downloading our mobile application ("App"). While the dunzo partners finish your personal tasks, please spare the time to read the following terms and conditions. You can learn about our services from the Website and use our services through the mobile application or App (the Website and the App referred to herein as "Platforms").

For the purposes of these Terms of Use, the term 'Dunzo' or 'Us' or 'We' refers to Dunzo Digital Private Limited. The term 'You' refers to the user or visitor of the Website and/or App. When You use our services, You will be subject to the terms, guidelines and policies applicable to such service and as set forth in these Terms of Use. As long as you comply with these Terms of Use, We grant You a personal, non-exclusive, non-transferable, limited privilege to enter and use our Platforms and services.

1. Acceptance of Terms

2. General Registration Requirements

3. Subscriber Account and Security

If You register with Dunzo, you may be required to complete a verification process as part of setting up Your account. Once set up, You are responsible for maintaining the confidentiality of Your account information, and are fully responsible for all activities that occur through Your account. Should there be instances of any unauthorized use of Your account or any other breach of security, please notify Us to stop processing requests from Your account, until further instructions.

4. Services and Payment

5. User Information

6. Prohibited Conduct

7. Termination or Suspension of Account or Services

You agree that Dunzo may at any time and for any reason, terminate your access to our Platforms, or restrict or suspend your access to all or any part of the Website or the App at any time, for any or no reason, with or without prior notice, and without liability. We may also terminate the rendering of any service without prior notice or liability.

8. Preservation/Disclosure

You acknowledge, consent and agree that Dunzo may access, preserve and disclose Your account information if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to:

9. Security Components

You understand that our Platforms and software embodied within the Platforms may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by Dunzo and/or content providers who provide content to Dunzo. You may not attempt to override, disable, circumvent or otherwise interfere with any such security components and usage rules embedded in our Platforms.

10. Proprietary Rights

All materials on our Platforms, including, without limitation, names, logos, trademarks, images, text, columns, graphics, videos, photographs, illustrations, artwork, software and other elements (collectively, “Material”) are protected by copyrights, trademarks and/or other intellectual property rights owned and controlled by Dunzo. You acknowledge and agree that all content on our Platforms is made available for limited, non-commercial, personal use only. Except as specifically provided herein or elsewhere in our Platforms, no Material may be copied, reproduced, republished, sold, downloaded, posted, transmitted, or distributed in any way, or otherwise used for any purpose, by any person or entity, without Dunzo’s prior express written permission. You may not add, delete, distort, or otherwise modify the Material. Any unauthorized attempt to modify any Material, to defeat or circumvent any security features, or to utilize our Platforms or any part of the Material for any purpose other than its intended purposes is strictly prohibited.

11. Dunzo and Links to Third Parties

Our Platforms may contain links to other sites owned by third parties (i.e. advertisers, affiliate partners, strategic partners, or others). We are not responsible for examining or evaluating, and we do not warrant the products or offerings of, any of these businesses or individuals, or the accuracy of the content of their Websites. Dunzo does not assume any responsibility or liability for the actions, product, and content of any such Third Party websites. Before You use any Third Party websites, You should review the applicable terms of use and policies for such Third Party websites. If you decide to access any such linked third party website, you do so at your own risk.

We may introduce you to independent third parties to complete your tasks. Where we refer independent third party service providers, You shall pay the fees directly to the service provider. Dunzo’s disclaims all responsibility and liability as regards the services, conduct or actions of such third party.

12. General Terms and Conditions

13. Compliance with Applicable Law

14. Intellectual Property Rights

15. Acceptance of Terms

16. Disclaimer of Warranties and liability

17. Cancellations and Refunds

18. Exclusions and Limitations

Those who access or use our Platforms from other jurisdictions do so at their own volition and are responsible for compliance with the local law.

19. Indemnity

You agree to defend, indemnify and hold harmless Dunzo, its subsidiaries, affiliates, subcontractors, officers, directors, employees, consultants, representatives and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees and costs) arising from:

This indemnification obligation will survive the termination of Your account or use of services and the App.

20. Additional Terms

We may also require You to follow additional rules, guidelines or other conditions in order to participate in certain promotions or activities available through our Platforms. These additional terms are part of these Terms, and You agree to comply with them when You participate in those promotions, or otherwise engage in activities governed by such additional terms.

21. Modification and Discontinuation

We reserve the right at any time to modify, edit, delete, suspend or discontinue, temporarily or permanently the Service or any of our Platforms (or any portion thereof) with or without notice. You agree that we will not be liable to you or to any third party for any such modification, editing, deletion, suspension or discontinuance of our Platforms.

You may discontinue using the services at any time. You may also delete your account by writing to us at support@dunzo.in. Deletion of your account will be effective once all outstanding credits to your account have been cleared. Please note, upon deletion of your account we may still retain some information and record of transactions as required by any law, contract or policy applicable to Us.

22. Assignment

These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Dunzo without restriction.

23. Integration Clause

These Terms together with the Privacy Policy and any other legal notices published by Dunzo on its Platforms, shall constitute the entire agreement between you and Dunzo concerning its Platforms and governs Your use of our Platforms and Service, superseding any prior agreements between You and Dunzo with respect to our Platforms and Service.

24. Waiver and Severability of Terms

The failure of Dunzo to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.

25. Governing Law and Venue

These Terms are governed by the laws of India. Any matters arising under these terms shall be subject to the exclusive jurisdiction of courts located in Bangalore.

26. Grievance Officer

In case of any grievance arising from the use of the Website or the App, please write to the Grievance Officer at support@dunzo.in.

27. Referral Program: Terms and Conditions

Partner Terms

This Services Agreement (“Agreement”) constitutes a legal agreement between an independent company in the business of providing transportation and logistics services (“Customer”) and Dunzo Digital Private Limited, a private limited company registered under the Companies Act, 2013, having its offices at 457, 7th Main Road, 2nd Cross, HAL 2nd Stage, Indiranagar, Bangalore – 560038, (“Dunzo”).

Dunzo provides the Dunzo Services (as defined below) for the purpose of providing lead generation to transportation and logistics services providers. The Dunzo Services enables an authorized transportation and/or logistics provider to seek, receive and fulfil requests for item(s)/package(s) pick-up and drop, purchase of item(s) from outlets in the Territory or other person(s)/service provider(s), facilitate other logistic services, including transportation services from an authorized user of Dunzo’s mobile application.

Customer is authorized to provide transportation and logistics services in the state(s) and jurisdiction(s) in which it operates, and it desires to enter into this Agreement for the purpose of accessing and using the Dunzo Services to enhance its independent transportation and/or logistics business, as is applicable.

Customer acknowledges and agrees that Dunzo is a technology services provider that does not provide transportation or logistics or delivery services, function as a transportation/logistics carrier, nor operate as an agent for the delivery of good(s)/item(s) purchased, logistic(s) services and/or transportation of passengers.

In order to use the Dunzo Services, Customer must agree to the terms and conditions that are set-forth below. Upon Customer’s execution (electronic or otherwise) of this Agreement, Customer and Dunzo shall be bound by the terms and conditions set-forth herein.

1. Definitions

2. Use of the Dunzo Services

3. Drivers and Vehicles

4. Financial Terms

5. Proprietary Rights; License

6. Confidentiality

7. Privacy.

Subject to all applicable laws, Dunzo may provide to a third party any information (including personal data and any Dunzo Data) about Drivers provided hereunder if: (a) there is a complaint, dispute or conflict, including an accident, between a Driver and a User; (b) it is necessary to enforce the terms of the Agreement; (c) it is required, in Dunzo’s or any Affiliate’s sole discretion, by applicable law or regulation; (d) it is necessary, in Dunzo’s or any Affiliate’s sole discretion, to(1) protect the safety, rights, property or security of Dunzo, the Dunzo Services or any third party, (2) detect, prevent or otherwise address fraud, security or technical issues, and/or (3) prevent or stop activity which Dunzo or any of its Affiliates, in their sole discretion, consider to be, or to pose a risk of being, illegal, unethical or legally actionable; or (e) it is required or necessary, in Dunzo’s or any Affiliate’s sole discretion, for insurance or other purposes related to Customer’s and/or Driver’s ability to qualify, or remain qualified, to use the Dunzo Services. Customer understands that Dunzo may retain Customer’s and/or Driver(s) personal data for legal, regulatory, safety, and other necessary purposes after this Agreement is terminated. Dunzo processes personal data (including that referenced in Section 2.8 above) in accordance with its privacy policy located at www.dunzo.in.

8. Insurance

9. Representations and Warranties; Disclaimers

10. Indemnification

11. Limits of Liability.

Dunzo and its Affiliates shall not be liable under or related to this Agreement for any of the following, whether based on contract, tort or any other legal theory, even if a party has been advised of the possibility of such damages: (i) any incidental, punitive, special, exemplary, consequential, or other indirect damages of any type or kind; or (ii) Customer’s, Driver's or any third party’s property damage, or loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage. Except for Dunzo’s obligations to pay amounts due to Customer pursuant to Section 4 above, but subject to any limitations or other provisions contained in this Agreement which are applicable thereto, in no event shall the liability of Dunzo or its Affiliates under this Agreement exceed the amount of Service Fees actually paid to or due to Dunzo hereunder in the six (6) month period immediately preceding the event giving rise to such claim. Customer acknowledges and agrees that any and all claims Customer has or purports to have against Dunzo and/or its Affiliates should be notified to Dunzo and/or its Affiliates within one (1) year after the event(s) that gave rise to such claim and that Customer forfeits all rights in respect of that claim if Customer fails to do so. These limitations do not purport to limit liability that cannot be excluded by applicable law.

12. Term and Termination

13. Relationship of the Parties

14. Miscellaneous Terms

By clicking “I accept” on the Dunzo App or signing below (as such may be required by applicable law), Customer expressly acknowledges that Customer has read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that Customer agrees to be bound by the terms and conditions of this Agreement, and that Customer is legally competent to enter into this Agreement with Dunzo.

DRIVER ADDENDUM TO SERVICES AGREEMENT

This Driver Addendum to Services Agreement (“Addendum”) constitutes a legal agreement between an independent company in the business of providing transportation/logistics services (“Transportation/Logistics Company”) and an independent, for-hire transportation/logistics provider (“Driver”).

Driver currently maintains a contractual or employment arrangement with Logistics/Transportation Company to perform passenger carriage services or logistics services, as the case may be, for the Transportation and/or the Logistics Company.

Transportation Company and Dunzo Digital Private Limited (“Dunzo”) have separately entered into a Services Agreement (“Agreement”) in order for Transportation/Logistics Company to access the Dunzo Services (as defined below).

In addition to the transportation/logistics services it regularly performs pursuant to his or her contractual arrangement with Transportation/Logistics Company, Driver is interested in receiving lead generation and related services through the Dunzo Services. Transportation/Logistics Company and Driver desire to enter into this Addendum to define the terms and conditions under which Driver may receive such lead generation and related services.

In order to use the Dunzo Services, Driver and Logistics/Transportation Company must agree to the terms and conditions that are set forth below. Upon Driver’s execution (electronic or otherwise) of this Addendum, Driver and Logistics/Transportation Company shall be bound by the terms and conditions set forth herein.

1. Definitions.

2. Use of the Dunzo Services.

3. Driver Requirements

Driver agrees that he or she shall will at all times: (a) hold and maintain (i) a valid driver's license with the appropriate level of certification to operate the Vehicle assigned to them, and (ii) all licenses, permits, approvals and authority necessary to provide passenger transportation services to third parties in the Territory; (b) possess the appropriate and current level of training, expertise and experience to provide Transportation/Logistics Services in a professional manner with due skill, care and diligence; and (c) maintain high standards of professionalism, service and courtesy. Driver agrees that he or she may be subject to certain background and driving record checks from time to time in order to qualify to provide, and remain eligible to provide, Transportation and/or Logisitics Services. Driver may be deactivated from or otherwise restricted from accessing or using the Driver App or the Dunzo Services if Driver fails to meet the requirements set forth in this Driver Addendum or if Transportation/Logistics Provider fails to meet the requirements set forth in the Agreement.

4. Modification.

From time to time, Driver may be required to enter into updated versions of this Addendum in order to continue to have access to the Driver App and the Dunzo Services.

5. Privacy.

Subject to all applicable laws, Dunzo may provide to a third party any information (including personal data and any Dunzo Data) about Driver provided under the Agreement
if: (a) there is a complaint, dispute or conflict, including an accident, between Driver and a User; (b) it is necessary to enforce the terms of the Agreement; (c) it is required, in Dunzo’s or any Affiliate’s sole discretion, by applicable law or regulation; (d) it is necessary, in Dunzo’s or any Affiliate’s sole discretion, to protect the safety, rights, property or security of Dunzo, the Dunzo Services or any third party; to detect, prevent or otherwise address fraud, security or technical issues; and/or to prevent or stop activity which Dunzo or any of its Affiliates, in their sole discretion, consider to be, or to pose a risk of being, illegal, unethical or legally actionable; or (e) it is required or necessary, in Dunzo’s or any Affiliate’s sole discretion, for insurance or other purposes related to Driver’s ability to qualify, or remain qualified, to use the Dunzo Services. Driver understands that Dunzo may retain Driver’s personal data for legal, regulatory, safety and other necessary purposes after this Agreement is terminated. Dunzo processes personal data (including that referenced in Section 2.6 above) in accordance with its privacy policy located at http://www.dunzo.in/.

6. Insurance.

Driver represents and agrees that he or she holds or is otherwise covered by a valid policy of liability insurance (in industry-standard coverage amounts) with respect to Driver’s operation of the Vehicle(s) under this Addendum.

7. No Third-Party Beneficiary.

The parties acknowledge that Dunzo is a third-party beneficiary to this Addendum. Dunzo will have the irrevocable right (and will be deemed to have accepted the right unless this is rejected promptly after receipt of a copy of the executed Addendum) to enforce the Addendum against Transportation/Logistics Company and Driver as a third-party beneficiary thereof.

By clicking “I accept” on the Dunzo App or signing below (as such may be required by applicable law), Driver expressly acknowledges that he or she: (i) has read and understood this Addendum; (ii) has had the opportunity to consult with others (including an attorney) regarding this Addendum; (iii) agrees to be bound by the terms and conditions of this Addendum; and (iv) is legally competent to enter into this Addendum.

Merchant Terms

Merchant (Pharmacy) Partner Terms of use

The Dunzo Master Framework Letter (“Letter”) along with the Merchant Partner Terms of Use (“Terms”), represents and confirms our mutual Terms with respect to the Merchant Partner’s participation on the proprietary mobile platform currently made available by Dunzo Digital Private Limited (“Dunzo” or “us”) or its affiliates, from time-to-time, and referred to as the “Dunzo App”. Upon signing by both parties, the Letter and the Dunzo Merchant Terms of Use binding and enforceable legal contract between you and Dunzo as of the date set forth above (“Effective Date”)

The Terms with you are as follows:

1. Structure of Terms

Our Terms shall consist of this Letter, together with the addenda (individually, an “Addendum”) addressing areas of collaboration agreed to by both of us (this Letter and any and all such Addenda are collectively the “Terms”). In connection with each Addendum, we will designate those actions, responsibilities and services to be respectively provided by each of us. In the event of a conflict, the terms contained in an Addendum will supersede conflicting terms contained in these Terms.

2. Intended Projects

We each agree to work in good faith with one another on certain collaborative projects, (as described below) or other projects as we mutually agree, in connection with the item(s), which include medicines, cosmetics, other licensed drugs and health products made available [each an “Item(s)”] via the Dunzo App. Each project will be further specified in an Addendum, and any such project will only be undertaken once we mutually execute such Addendum.

3.

The suggested search term(s) or Merchant item(s) visible on the Dunzo App is the general availability of Item(s) during the Merchant’s normal business hours. The Merchant’s customers (the “Buyers” and/or “Dunzo App Users”/” User(s)”) may select Item(s) from the displayed search term(s)/listing(s) on the Dunzo App.

4. Delivery

The “Dunzo Web Dashboard” will be made available to the Merchant to access on-demand logistic services by Delivery Partners. For the sake of clarity, neither Dunzo nor its affiliates provide any delivery or logistics services, but Dunzo provides a platform for outlets like yours to connect with Delivery Partners for delivery services and to receive demand prediction, payment processing and related information services in connection with the sale of the Items. “Delivery Partner” is defined as an independent contractor who intends to provide on demand delivery services using Dunzo’s proprietary technology platform under license from Dunzo or one of its affiliates. Dunzo will not have any obligation to deliver the Item(s) as a platform provider. For purposes of delivery of the Items, Dunzo and the Delivery Partners shall operate (i) under cover of any approval, license or permission required to operate your business at the Merchant Outlet and sell the Item(s) and (ii) under your control, as your agent (including but not limited to receipt agent of Item charges and based on your instructions, if applicable, apply the Item charges collected on your behalf towards disbursal of the fee payable by you to Delivery Partner), and not employee. For the sake of clarity, you, through the services provided by Delivery Partners, are responsible for the delivery of Items and you maintain possession, control and care of the Items at all times. You shall have marketable legal right and title to sell the products or render the services. You shall not offer any products or services which are illegal, unlawful, expired and in violation of applicable laws and policies. Dunzo will not be liable for any damage or loss incurred by the Users in relation to the delivery of the Items and will follow reasonable guidance you provide regarding the delivery of the Items.

5. Availability of Item(s)

  • 5.a. Item(s). Dunzo will provide you reasonable advice regarding demand prediction, which you may use in connection with your determination of the quantity and type of Items made available via the Dunzo App. You are fully responsible for quality, safety and delivery of the Items and you shall adhere to all applicable laws and regulations in relation to the preparation, provision, packaging and delivery of the Items. You will determine any quality, portion, size, ingredient or other criteria (including those of laws and regulations) that apply to the Items (“Criteria”) and you are solely responsible for ensuring that the Items meet such criteria when then are made available via the Dunzo App. In the event of failing to provide Items that adhere to the Criteria (each, a “Substandard Item”), Dunzo is under no obligation to make such Substandard Items available for sale via the Dunzo App.
  • 5.b. Taxes. You are responsible for determining and setting the retail price (“Retail Price”) for each Item and duly informing Dunzo from time to time, including any Item discount(s)/discounts on offer from time to time. You shall be the “retailer” or “seller” of all Items for the purpose of any indirect tax (such as value added tax, sales tax, service tax, goods and services tax) (“Indirect Tax”) and the responsible party for collection and remittance of applicable Indirect Tax. For the sake of clarity, the Retail Price for each Item shall include Indirect Tax, as applicable. You undertake that all applicable taxes on item(s) & delivery would be deposited by you with the government treasury within stipulated timelines. Except as may be expressly agreed in this Terms, each party shall be responsible for its expenses and costs during its performance under this Terms.
  • 5.c. Item Inventory. You maintain title to all Item inventory until each Item is delivered to a User. You are responsible for the costs of all Items. Whenever a User wishes to avail Items or Service as identified by the App, Dunzo will notify the Merchant Partner of the specifications and particulars of the order as is received from the User. Upon receipt of an order request from a User, the Merchant Partner shall keep ready the product or provide any service as required by the User. In the event the specifications are not sufficient for the Merchant Partner to process any order, the Merchant Partner must seek further information as required.
  • 5.d. Notwithstanding these Terms, Dunzo reserves the right to temporarily discontinue Services or permanently terminate with immediate effect for material breach or non-compliance by the Merchant Partner which includes, but is not limited to, the following instances:
    • (i). User/Buyer complaints received by Dunzo which are directly or indirectly attributable to the quality of item(s) provided by the Merchant Partner either through poor ratings, as defined by Dunzo, through calls placed with Dunzo or through any other means;
    • (ii). Sale of medicines requiring a prescription, without one to the User or the sale of medicines which are below the standard quality or prohibited from sale under any law;
    • (iii). Breach of the provisions of the Drugs and Cosmetics Act, 1940 and the rules, including any other law applicable to the Merchant Partner;
    • (iv). Breach of the representations and warranties of the Merchant Partner; or
    • (v). Any other material breach of the terms.
    • Notwithstanding anything contained under this Terms, Dunzo has the right to immediately delist any of the item(s) from the Platform, which is not in compliance with applicable law or the rules or regulations, made thereunder.
  • 5.e. You are responsible for costs related to reimbursement to the Users in the event Users have either refused to pay for or have claimed partial or full refund, as applicable, for reasons that are attributable to Merchant Partner, including but not limited to, User’s expectations not being met or User dissatisfaction in relation to, inter alia, the quality of the Item(s), undelivered Item(s), discrepancy in the Item(s) delivered which is not in accordance with the Item placed and/or those Item(s) for which User requests for a replacement. (“Disputed Orders”) Any such User(s) request a refund for any Item(s) (including, without limitation, any costs associated with retrieving any such Item(s), if applicable), for reasons that are considered by Dunzo in its sole discretion as reasonable, for (i) request by the Users of refund or (ii) acceptance by the Delivery Partner of the request. Dunzo may deduct refunds from the payment made to you under these Terms.
  • 5.f. It is clarified that Dunzo shall not be liable to make any payment for a Disputed Order. Dunzo shall reserve the right to recover from Merchant Partner, the amount paid to Users/Buyers as refund upto the order value.
  • 5.g. In case of complaints from the User pertaining to item quality, or any other such issues, Dunzo shall notify the same to Merchant Partner and shall also redirect the Buyer to the consumer call center of the Merchant. Merchant Partner shall alone be liable for redressing and bound to take action on the complaints by the User. Dunzo has the right to share with the Merchant Partner, the relevant information including the Merchant details to enable satisfactory resolution of the complaint. Dunzo shall in the interest of satisfactory resolution of the Complaint, share with the User, relevant information pertaining to the Order along with Merchant details.
  • 5.h. Service Fee. In consideration for use of the Dunzo App, Dunzo will charge you a service fee as specifically set forth on each applicable Addendum as well as the Letter. All fees under these Terms shall be paid in Indian Rupees and are exclusive of any taxes, including Indirect Tax and withholding tax, if applicable.
  • 5.i. Dunzo does not guarantee that you will be matched with the Delivery Partner at the time you wish to be matched. Dunzo shall not be liable for any failure to match.

6. Promotional Activities

  • 6.a. Marketing. Dunzo will each showcase the availability of the Items via the Dunzo App through various promotional activities (e.g., our respective social media channels, websites, or blogs), as mutually agreed.
  • 6.b. Marks. Subject to the terms and conditions of this Terms, each party hereby grants to the other party (and, in the case of Dunzo, to its affiliates) a limited, non-exclusive and non-transferable license during the Term to use the such party’s respective Marks (as defined below), on a royalty-free basis, for the sole purpose of performing the promotional activities as set forth in an applicable Addendum. For purposes of this Terms, the term “Marks” will mean the trademarks, service marks, trade names, copyrights, logos, slogans and other identifying symbols and indicia of the applicable party. All uses of a party’s marks by the other party will be in the form and format specified or approved by the owner of such marks. Except as expressly set forth herein, neither party will use the other party’s marks without the prior, express, written consent of the other party. All goodwill related to the use of a party’s marks by the other party shall inure to the benefit of the owner of such marks. Except as expressly set forth herein, neither party shall be deemed to grant the other party any license or rights under any intellectual property or other proprietary rights.
  • 6.c. Publicity. Except as may be expressly set forth in this Terms or an applicable Addendum, neither party may issue a press release or otherwise refer to the other party in any manner with respect to this Terms or otherwise, without the prior written consent of such other party.
  • 6.d. Privacy. “Personal Data” means any information obtained in connection with this Terms (a) relating to an identified or identifiable natural person; (b) that can reasonably be used to identify or authenticate an individual, including but not limited to name, contact information, precise location information, persistent identifiers; and (c) any information that may otherwise be considered “personal data” or “personal information” under the applicable law. Merchant agrees to use, disclose, store, retain or otherwise process Personal Data solely for the purpose of performing the services contemplated by this Terms. Merchant shall maintain the accuracy and integrity of any Personal Data provided by Dunzo in its possession, custody or control. Merchant agrees to retain Personal Data provided to Merchant by Dunzo solely by using the software and tools provided by Dunzo.

7. Non-Exclusive

We each acknowledge and agree that, unless otherwise stated in a Letter/Addendum, our relationship is non-exclusive.

8. Confidential Information

“Confidential Information” means any confidential, proprietary or other non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”), whether disclosed verbally, in writing, or by inspection of tangible objects. Confidential Information will not include that information that (a) was previously known to the Recipient without an obligation of confidentiality; (b) was acquired by the Recipient without any obligation of confidentiality from a third party with the right to make such disclosure; or (c) is or becomes publicly available through no fault of the Recipient. Each Recipient agrees that it will not disclose to any third parties, or use in any way other than as necessary to perform this Terms, the Discloser’s Confidential Information. Each Recipient will ensure that Confidential Information will only be made available to those of its employees and agents who have a need to know such Confidential Information and who are be bound by written obligations of confidentiality at least as protective of the Discloser as this Terms before such individual has access to the Discloser’s Confidential Information. Each Recipient will not, and will not authorize others to, remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Confidential Information. The foregoing prohibition on disclosure of Confidential Information will not apply to the extent the Discloser has authorized such disclosure, nor to the extent a Recipient is required to disclose certain Confidential Information of the Discloser as a legal obligation based on the applicable laws and regulations or order of a court, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose and reasonably assist in filing petition of objection etc. prior to making such disclosure. Upon expiration or termination of this Terms and as requested by a Discloser, each Recipient will deliver to the Discloser (or destroy at the Discloser’s election) any and all materials or documents containing the Discloser’s Confidential Information, together with all copies thereof in whatever form.

9. Representations and Warranties; Disclaimer

  • 9.a. Each party hereby represents and warrants that: (a) it has full power and authority to enter into this Terms and perform its obligations hereunder; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered into, and during the Term (as defined below) will not enter into, any Terms that would prevent it from complying with or performing under this Terms (in your case, including without limitation, any exclusive Terms with any third parties for the availability of item via a technology platform); and (d) the content, media and other materials used or provided as part of this Terms shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party.
  • 9.b. The Merchant further represents and warrants that it will comply with all applicable laws and regulations in its performance of this Terms including, but not limited to, the Drugs and Cosmetics Act, 1940 and rules and regulations made thereunder, including any law applicable to its engagement of Delivery Partners.
  • 9.c. The Merchant further represents and warrants that the details of the tax registrations provided by the Merchant and Indirect tax to be levied on each item to be made available for sale via the Dunzo App is as per Addendum II, forming integral part of this Terms. The Merchant further confirms and declares that the information provided in Addendum II and the copies of tax registrations, are true and correct, and assumes responsibility to intimate Dunzo in case of any change in the provided information. The Merchant undertakes that all Indirect Tax applied on each Item and Delivery made available for sale via the Dunzo App would be deposited with the Government Treasury within stipulated timelines.
  • 9.d. EXCEPT AS SET FORTH HEREIN, EACH PARTY MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR PURPOSE OF THIS TERMS.

10. Indemnification

  • 10.a. Indemnified Claims. Each party (the “Indemnifying Party”) will indemnify, defend and hold harmless the other party, its affiliates and their respective directors, officers, employees and agents (the “Indemnified Party”) from and against any and all claims, damages, losses and expenses (including reasonable attorney’s fees) (collectively, “Losses”) with respect to any third party claim arising out of or related to: (a) the negligence or wilful misconduct of the Indemnifying Party and its employees or agents (in your case, excluding Dunzo and Delivery Partners to the extent they are your agents pursuant to Section 3) in their performance of this Terms; (b) any claims that the Indemnifying Party breached its representations and warranties in this Terms; (c) any claims that the Indemnifying Party’s Marks infringe a third party’s intellectual property rights, as long as such Marks have been used in the manner approved by the Indemnifying Party; or (d) any breach and/or non-compliance with applicable data protection laws. In addition, you will indemnify, defend and hold harmless the Dunzo Indemnified Parties from and against any and all Losses with respect to any third-party claim arising out of or related to any harm resulting from your violation or alleged violation of any applicable retail or other health and safety code, rule or regulation, except to the extent such harm was directly caused by the gross negligence or wilful misconduct of Dunzo or its employees, agents or Delivery Partners.
  • 10.b. Procedure. Each Indemnified Party shall provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defense of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of a claim, at Indemnifying Party’s expense.

11. Limits of Liability

For the purposes of this clause, “Liability” means liability in or for breach of contract, negligence, misrepresentation, tortious claim, restitution or any other cause of action whatsoever relating to or arising under or in connection with these Terms, including liability expressly provided for under these Terms or arising by reason of the invalidity or unenforceability of any term under this contract. Dunzo does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, Dunzo shall not be under any Liability for loss of actual or anticipated profits, loss of goodwill, loss of business, loss of revenue or of the use of money, loss of contracts, loss of anticipated savings, loss of data and/or undertaking the restoration of data, fraudulent orders, any special, indirect or consequential loss, and such liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of any doubt, this clause shall apply whether such damage or loss is direct, indirect, consequential or otherwise. However, Dunzo will use its best endeavors to ensure that the unintentional operational errors do not occur, Dunzo cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, Dunzo’s aggregate liability under this Agreement and respective Terms of Use shall not exceed the total value of a Disputed Order.

12. Insurance

During the Term (as defined below) and for one (1) year thereafter, the Merchant shall maintain General Commercial Liability and, if required by law, Worker’s Compensation (or substantially equivalent) insurance. The General Commercial Liability insurance policy limits shall be the greater of (a) the limits required by applicable law or (b) the limits customarily maintained by companies in the merchant’s industry, in India. All policies shall be written by reputable insurance companies in the jurisdiction. Such insurance shall be primary and non-contributing to any insurance maintained or obtained by the other party and shall not be cancelled or materially reduced without thirty (30) days’ prior written notice to the other party. Upon Dunzo’s request, the Merchant shall provide evidence of the insurance required herein. In no event shall the limits of any policy be considered as limiting the liability of a Merchant under the Terms.

13. Term and Termination

Either Dunzo or the Merchant Partner can terminate this contract providing 15 days’ prior written notice to the other. Dunzo shall delist the Merchant Partner at the end of the 15th Day. Upon termination in accordance with the terms hereof, Merchant Partner shall only be required to service Item(s) already placed through Dunzo prior to such expiry or earlier termination of these Terms, and Dunzo shall be entitled to receive Service Fee for such Item(s).

14. No Waiver

No failure or delay by any Party in exercising any right, power or remedy under these Terms of Use or provided by law shall operate as a waiver thereof or affect that right, power or remedy. No waiver by any Party of any breach by any other Party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

15. Relationship

The Parties agree that nothing in this Terms shall be construed as creating the relationship of employer and employee, master and servant, or principal and agent, or a partnership, or a joint venture of any kind whatsoever between the Parties or between the parties and its respective contractors / employees.

16. Governing Law

This Terms of Use shall be governed by and construed in accordance with the laws of India. Any dispute arising out of or in connection with Services, which the Parties are unable to settle within 30 days, shall be referred to arbitration by a sole arbitrator appointed mutually by both Parties. The Arbitration shall be conducted in accordance with Arbitration and Conciliation Act, 1996 or any statutory re-enactment or modification thereof for the time being in force. The venue of the arbitration shall be Bengaluru and the arbitration shall be conducted in English language. Subject to the foregoing, the courts at Bengaluru shall have exclusive jurisdiction.

17. Severability

If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Terms of Use which can be given effect without the invalid provision shall continue in full force and effect and shall in no way be impaired or invalidated.

18. Notice

  • All notices under these Terms shall be sent by registered post acknowledgment due, contemporaneous courier or email to the address mentioned below:
  • Dunzo Digital Private Limited
    Reg Office: 457, 10th Main Road, 2nd Stage, HAL 2nd Stage, Indiranagar, Bengaluru, Karnataka 560038

19.

If the Merchant Partner notices any discrepancy in the weekly settlement, the Merchant Partner may raise a ticket by writing an email to merchantsupport@dunzo.in and the same will be mutually resolved by both parties within 15 days from the date on which the ticket was raised.

20.

The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option.

21.

Any modification or amendment to this Terms shall be effective only if in writing and signed or sealed with print name by both parties. In the event any provision of this Terms is determined to be invalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of this Terms and each of the remaining terms and conditions contained herein) shall remain in full force and effect.

22.

Any delay in or failure by either party in performance of this Terms shall be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including, but not limited to, decrees or restraints of Government, acts of God, strikes, work stoppage or other labor disturbances, war or sabotage (each being a “Force Majeure Event”). The affected party will promptly notify the other party upon becoming aware that any Force Majeure has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under this Terms. This Terms may not be assigned, in whole or in part, by a party without the prior written consent of the other party, provided that each party may assign this Terms, upon notice to the other party, to (a) an affiliate of Dunzo (for Dunzo), or (b) in connection with the sale of all or substantially all of such party’s equity, business or assets. Subject to the foregoing, this Terms shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns. Nothing in this Terms shall be deemed to create any joint venture, joint enterprise, or agency relationship among the parties (except as specifically set forth in Section 3 above), and no party shall have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party hereto. Each party shall be solely responsible for its employees and contractors used in connection with this Terms. This Terms contains the full and complete understanding and Terms between the parties relating to the subject matter hereof and supersedes all prior and contemporary understandings and Terms, whether oral or written, relating such subject matter hereof. This Terms may be executed in one or more counterparts and by exchange of electronically signed counterparts transmitted by pdf format or exchange by hard-copy, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same original instrument.

Addendum I

Special Terms

1. Reporting

Dunzo will give you information regarding the number of Items picked up by Delivery Partners and sold by you to the Users pursuant to the Terms. The Merchant Partner shall maintain such documents to record the proof of delivery of product or performance of service. Without prejudice to the generality of the aforesaid, Merchant shall routinely and at such time intervals provide such reports and in such formats as may be specified by the Company.

2. Payment

  • 2.a. Service Fee. In consideration for Dunzo’s lead generation, demand prediction, payment processing and other related services provided via the Dunzo App under the Terms, Dunzo will charge you a service fee, agreed under the Letter and reiterated under the Addendum II (exclusive of Indirect Tax and withholding tax, if any) on Item Value, as defined under the Letter or (the “Service Fee”). This Service Fee is charged as consideration for expediting the Users’ orders via the Dunzo App.
  • 2.b. Goods and services tax (“GST”). Collection by Dunzo from Users on your behalf would be subject to tax deduction or collection at source in accordance with the applicable GST laws.
  • 2.c. Remittance. Dunzo will remit to you the total (i) Item Payment (including any Indirect Tax collected on your behalf but reduced by the Service Fee, amounts remitted to Delivery Partners under your instructions and tax deduction/ collection at source) earned by you, (ii) less any refunds given to your customers or Users (such final remitted amount being the “Item Revenue”).
  • 2.d. Item Revenue received by Dunzo from the User on behalf of the Merchant Partner will be settled into the Merchant Partner’s bank account, details of which are set forth in Addendum II. Settlement of transaction payments shall be within the time period as set forth by the guidelines of the Reserve Bank of India, where applicable. The Merchant Partner agrees to provide such documents and information necessary or as may be sought by a payment facilitator or bank to enlist the Merchant Partner as a payee of Dunzo. The Merchant Partner agrees that for this purpose, information about and provided by the Merchant Partner will be shared with a payment facilitator or bank.

3. Restrictions

Delivery Partners are independent service providers, and as such, they reserve the right to refuse to accept any item for delivery in their sole discretion. Any item that you do not have permission or license to sell or deliver may not be sold to Users.

ADDENDUM II

TAX DETAILS OF THE MERCHANT

1. Details of Tax Registrations

Details of Registration Registration Number
Permanent Account Number
Goods & Service Tax Registration

2. Indirect Taxes to be levied on each Item enlisted on the Dunzo App

Nature of Tax Percentage Levy
Service Tax
Value Added Tax
Central Goods & Service Tax
State Goods & Service Tax
Integrated Goods & Service Tax

3. Other Charges to be levied on each Item enlisted on the Dunzo App

Nature of Charges Percentage / Amount
Packaging Charges

OTHER DETAILS

Name of Merchant Partner
Effective Date
Registered Address of the Merchant Partner
Service Address, Email, Telephone numbers, User/Customer Complaint Redressal Number
Merchant Partner contact person
Service Fee % of the Item Value.
Mode of Payment Settlement
Bank Account details of the Merchant Partner

Merchant (Grocery) Partner Terms of use

The Dunzo Master Framework Letter (“Letter”) along with the Restaurant/Merchant Partner Terms of Use (“Terms”), represents and confirms our mutual Terms with respect to the Restaurant/Merchant Partner’s participation on the proprietary mobile platform currently made available by Dunzo Digital Private Limited (“Dunzo” or “us”) or its affiliates, from time-to-time, and referred to as the “Dunzo App”. Upon signing by both parties, the Letter and the Dunzo Restaurant/Merchant Terms of Use binding and enforceable legal contract between you and Dunzo as of the date set forth above (“Effective Date”)

The Terms with you are as follows:

1. Structure of Terms

Our Terms shall consist of this Letter, together with the addenda (individually, an “Addendum”) addressing areas of collaboration agreed to by both of us (this Letter and any and all such Addenda are collectively the “Terms”). In connection with each Addendum, we will designate those actions, responsibilities and services to be respectively provided by each of us. In the event of a conflict, the terms contained in an Addendum will supersede conflicting terms contained in these Terms.

2. Intended Projects

We each agree to work in good faith with one another on certain collaborative projects, (as described below) or other projects as we mutually agree, in connection with the food or packaged food item(s) or any grocery item(s) and/or beverages the Restaurant/Merchant makes available (each, a “Meal” or “Item(s)”, as interchangeably used under these Terms) via the Dunzo App. Each project will be further specified in an Addendum, and any such project will only be undertaken once we mutually execute such Addendum.

3.

The suggested search term(s) or Restaurant/Merchant item(s) visible on the Dunzo App is the general availability of Meals during the Restaurant’s normal business hours. The Restaurant/Merchant’s customers (the “Buyers” and/or “Dunzo App Users”/” User(s)”) may select Meals from the displayed search term(s)/listing(s) on the Dunzo App.

4. Delivery

The “Dunzo Web Dashboard” will be made available to the Restaurant/Merchant to access on-demand logistic services by Delivery Partners. For the sake of clarity, neither Dunzo nor its affiliates provide any delivery or logistics services, but Dunzo provides a platform for restaurants/outlets like yours to connect with Delivery Partners for delivery services and to receive demand prediction, payment processing and related information services in connection with the sale of the Meals. “Delivery Partner” is defined as an independent contractor who intends to provide on demand delivery services using Dunzo’s proprietary technology platform under license from Dunzo or one of its affiliates. Dunzo will not have any obligation to deliver the Item(s) as a platform provider. For purposes of delivery of the Meals, Dunzo and the Delivery Partners shall operate (i) under cover of any approval, license or permission required to operate your business at the Restaurant/Merchant Outlet and sell the Meal and (ii) under your control, as your agent (including but not limited to receipt agent of meal charges and based on your instructions, if applicable, apply the meal charges collected on your behalf towards disbursal of the fee payable by you to Delivery Partner), and not employee. For the sake of clarity, you, through the services provided by Delivery Partners, are responsible for the delivery of Meals and you maintain possession, control and care of the Meals at all times. You shall have marketable legal right and title to sell the products or render the services. You shall not offer any products or services which are illegal, unlawful, expired and in violation of applicable laws and policies. Dunzo will not be liable for any damage or loss incurred by the Users in relation to the delivery of the Meals and will follow reasonable guidance you provide regarding the delivery of the Meals.

5. Availability of Meal(s)/Item(s)

  • 5.a. Meal(s)/Item(s). Dunzo will provide you reasonable advice regarding demand prediction, which you may use in connection with your determination of the quantity and type of Meals/Items made available via the Dunzo App. You are fully responsible for quality, safety and delivery of the Meals/Items and you shall adhere to all applicable laws and regulations in relation to the preparation, provision, packaging and delivery of the Meals/Items. You will determine any quality, portion, size, ingredient or other criteria (including those of laws and regulations) that apply to the Meals/Items (“Criteria”) and you are solely responsible for ensuring that the Meals/Items meet such criteria when then are made available via the Dunzo App. In the event of failing to provide Meals/Items that adhere to the Criteria (each, a “Substandard Meal/Item”), Dunzo is under no obligation to make such Substandard Meals/Items available for sale via the Dunzo App.
  • 5.b. Taxes. You are responsible for determining and setting the retail price (“Retail Price”) for each Meal/Item and duly informing Dunzo from time to time, including any Meal/Item discount(s)/discounts on offer from time to time. You shall be the “retailer” or “seller” of all Meals/Items for the purpose of any indirect tax (such as value added tax, sales tax, service tax, goods and services tax) (“Indirect Tax”) and the responsible party for collection and remittance of applicable Indirect Tax. For the sake of clarity, the Retail Price for each Meal/Item shall include Indirect Tax, as applicable. You undertake that all applicable taxes on meal(s)/item(s) & delivery would be deposited by you with the government treasury within stipulated timelines. Except as may be expressly agreed in this Terms, each party shall be responsible for its expenses and costs during its performance under this Terms.
  • 5.c. Meal/Item Inventory. You maintain title to all Meal/Item inventory until each Meal/Item is delivered to a User. You are responsible for the costs of all Meals/Items. Whenever a User wishes to avail Meals/Items or Service as identified by the App, Dunzo will notify the Restaurant Partner of the specifications and particulars of the order as is received from the User. Upon receipt of an order request from a User, the Restaurant Partner shall keep ready the product or provide any service as required by the User. In the event the specifications are not sufficient for the Restaurant/Merchant Partner to process any order, the Restaurant/Merchant Partner must seek further information as required.
  • 5.d. Notwithstanding these Terms, Dunzo reserves the right to temporarily discontinue Services or permanently terminate with immediate effect for material breach or non-compliance by the Restaurant Partner which includes, but is not limited to, the following instances:
    • (i). User/Buyer complaints received by Dunzo which are directly or indirectly attributable to the quality of food provided by the Restaurant Partner either through poor ratings, as defined by Dunzo, through calls placed with Dunzo or through any other means;
    • (ii). Breach of the provisions of the Food Safety and Standards Act, 2006 and the rules and regulations, made thereunder, by Restaurant Partner;
    • (iii). Breach of the representations and warranties of the Restaurant Partner; or
    • (iv). Any other material breach of the terms.
    • Notwithstanding anything contained under this Terms, Dunzo has the right to immediately delist any of the food products from the Platform, which is not in compliance with the Food Safety and Standards Act, 2006 or the rules or regulations, made thereunder.
  • 5.e. You are responsible for costs related to reimbursement to the Users in the event Users have either refused to pay for or have claimed partial or full refund, as applicable, for reasons that are attributable to Restaurant Partner, including but not limited to, User’s expectations not being met or User dissatisfaction in relation to, inter alia, the quality of the Meal(s)/Item(s), undelivered Meal(s)/Item(s), discrepancy in the Meal(s)/Item(s) delivered which is not in accordance with the Meal/Item placed and/or those Meal(s)/Item(s) for which User requests for a replacement. (“Disputed Orders”) Any such User(s) request a refund for any Meal(s)/Item(s) (including, without limitation, any costs associated with retrieving any such Meal(s), if applicable), for reasons that are considered by Dunzo in its sole discretion as reasonable, for (i) request by the Users of refund or (ii) acceptance by the Delivery Partner of the request. Dunzo may deduct refunds from the payment made to you under these Terms.
  • 5.f. It is clarified that Dunzo shall not be liable to make any payment for a Disputed Order. Dunzo shall reserve the right to recover from Restaurant Partner, the amount paid to Users/Buyers as refund upto the order value.
  • 5.g. In case of complaints from the User pertaining to food efficacy, quality, or any other such issues, Dunzo shall notify the same to Restaurant Partner and shall also redirect the Buyer to the consumer call center of the Restaurant. Restaurant Partner shall alone be liable for redressing and bound to take action on the complaints by the User. Dunzo has the right to share with the Restaurant Partner, the relevant information including the Restaurant details to enable satisfactory resolution of the complaint. Dunzo shall in the interest of satisfactory resolution of the Complaint, share with the User, relevant information pertaining to the Order along with Restaurant details.
  • 5.h. Service Fee. In consideration for use of the Dunzo App, Dunzo will charge you a service fee as specifically set forth on each applicable Addendum as well as the Letter. All fees under these Terms shall be paid in Indian Rupees and are exclusive of any taxes, including Indirect Tax and withholding tax, if applicable.
  • 5.i. Dunzo does not guarantee that you will be matched with the Delivery Partner at the time you wish to be matched. Dunzo shall not be liable for any failure to match.

6. Promotional Activities

  • 6.a. Marketing. Dunzo will each showcase the availability of the Meals via the Dunzo App through various promotional activities (e.g., our respective social media channels, websites, or blogs), as mutually agreed.
  • 6.b. Marks. Subject to the terms and conditions of this Terms, each party hereby grants to the other party (and, in the case of Dunzo, to its affiliates) a limited, non-exclusive and non-transferable license during the Term to use the such party’s respective Marks (as defined below), on a royalty-free basis, for the sole purpose of performing the promotional activities as set forth in an applicable Addendum. For purposes of this Terms, the term “Marks” will mean the trademarks, service marks, trade names, copyrights, logos, slogans and other identifying symbols and indicia of the applicable party. All uses of a party’s marks by the other party will be in the form and format specified or approved by the owner of such marks. Except as expressly set forth herein, neither party will use the other party’s marks without the prior, express, written consent of the other party. All goodwill related to the use of a party’s marks by the other party shall inure to the benefit of the owner of such marks. Except as expressly set forth herein, neither party shall be deemed to grant the other party any license or rights under any intellectual property or other proprietary rights.
  • 6.c. Publicity. Except as may be expressly set forth in this Terms or an applicable Addendum, neither party may issue a press release or otherwise refer to the other party in any manner with respect to this Terms or otherwise, without the prior written consent of such other party.
  • 6.d. Privacy. “Personal Data” means any information obtained in connection with this Terms (a) relating to an identified or identifiable natural person; (b) that can reasonably be used to identify or authenticate an individual, including but not limited to name, contact information, precise location information, persistent identifiers; and (c) any information that may otherwise be considered “personal data” or “personal information” under the applicable law. Restaurant agrees to use, disclose, store, retain or otherwise process Personal Data solely for the purpose of performing the services contemplated by this Terms. Restaurant shall maintain the accuracy and integrity of any Personal Data provided by Dunzo in its possession, custody or control. Restaurant agrees to retain Personal Data provided to Restaurant by Dunzo solely by using the software and tools provided by Dunzo.

7. Non-Exclusive

We each acknowledge and agree that, unless otherwise stated in a Letter/Addendum, our relationship is non-exclusive.

8. Confidential Information

“Confidential Information” means any confidential, proprietary or other non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”), whether disclosed verbally, in writing, or by inspection of tangible objects. Confidential Information will not include that information that (a) was previously known to the Recipient without an obligation of confidentiality; (b) was acquired by the Recipient without any obligation of confidentiality from a third party with the right to make such disclosure; or (c) is or becomes publicly available through no fault of the Recipient. Each Recipient agrees that it will not disclose to any third parties, or use in any way other than as necessary to perform this Terms, the Discloser’s Confidential Information. Each Recipient will ensure that Confidential Information will only be made available to those of its employees and agents who have a need to know such Confidential Information and who are be bound by written obligations of confidentiality at least as protective of the Discloser as this Terms before such individual has access to the Discloser’s Confidential Information. Each Recipient will not, and will not authorize others to, remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Confidential Information. The foregoing prohibition on disclosure of Confidential Information will not apply to the extent the Discloser has authorized such disclosure, nor to the extent a Recipient is required to disclose certain Confidential Information of the Discloser as a legal obligation based on the applicable laws and regulations or order of a court, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose and reasonably assist in filing petition of objection etc. prior to making such disclosure. Upon expiration or termination of this Terms and as requested by a Discloser, each Recipient will deliver to the Discloser (or destroy at the Discloser’s election) any and all materials or documents containing the Discloser’s Confidential Information, together with all copies thereof in whatever form.

9. Representations and Warranties; Disclaimer

  • 9.a. Each party hereby represents and warrants that: (a) it has full power and authority to enter into this Terms and perform its obligations hereunder; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered into, and during the Term (as defined below) will not enter into, any Terms that would prevent it from complying with or performing under this Terms (in your case, including without limitation, any exclusive Terms with any third parties for the availability of food via a technology platform); and (d) the content, media and other materials used or provided as part of this Terms shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party.
  • 9.b. The Restaurant further represents and warrants that it will comply with all applicable laws and regulations in its performance of this Terms including, but not limited to, the Food Safety & Standards Act, 2006 and rules and regulations made thereunder, its engagement of Delivery Partners.
  • 9.c. The Restaurant further represents and warrants that the details of the tax registrations provided by the Restaurant and Indirect tax to be levied on each meal to be made available for sale via the Dunzo App is as per Addendum II, forming integral part of this Terms. The Restaurant further confirms and declares that the information provided in Addendum II and the copies of tax registrations, are true and correct, and assumes responsibility to intimate Dunzo in case of any change in the provided information. The Restaurant undertakes that all Indirect Tax applied on each Meal and Delivery made available for sale via the Dunzo App would be deposited with the Government Treasury within stipulated timelines.
  • 9.d. EXCEPT AS SET FORTH HEREIN, EACH PARTY MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR PURPOSE OF THIS TERMS.

10. Indemnification

  • 10.a. Indemnified Claims. Each party (the “Indemnifying Party”) will indemnify, defend and hold harmless the other party, its affiliates and their respective directors, officers, employees and agents (the “Indemnified Party”) from and against any and all claims, damages, losses and expenses (including reasonable attorney’s fees) (collectively, “Losses”) with respect to any third party claim arising out of or related to: (a) the negligence or wilful misconduct of the Indemnifying Party and its employees or agents (in your case, excluding Dunzo and Delivery Partners to the extent they are your agents pursuant to Section 3) in their performance of this Terms; (b) any claims that the Indemnifying Party breached its representations and warranties in this Terms; (c) any claims that the Indemnifying Party’s Marks infringe a third party’s intellectual property rights, as long as such Marks have been used in the manner approved by the Indemnifying Party; or (d) any breach and/or non-compliance with applicable data protection laws. In addition, you will indemnify, defend and hold harmless the Dunzo Indemnified Parties from and against any and all Losses with respect to any third-party claim arising out of or related to any harm resulting from your violation or alleged violation of any applicable retail food or other health and safety code, rule or regulation, except to the extent such harm was directly caused by the gross negligence or wilful misconduct of Dunzo or its employees, agents or Delivery Partners.
  • 10.b. Procedure. Each Indemnified Party shall provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defense of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of a claim, at Indemnifying Party’s expense.

11. Limits of Liability

For the purposes of this clause, “Liability” means liability in or for breach of contract, negligence, misrepresentation, tortious claim, restitution or any other cause of action whatsoever relating to or arising under or in connection with these Terms, including liability expressly provided for under these Terms or arising by reason of the invalidity or unenforceability of any term under this contract. Dunzo does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, Dunzo shall not be under any Liability for loss of actual or anticipated profits, loss of goodwill, loss of business, loss of revenue or of the use of money, loss of contracts, loss of anticipated savings, loss of data and/or undertaking the restoration of data, fraudulent orders, any special, indirect or consequential loss, and such liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of any doubt, this clause shall apply whether such damage or loss is direct, indirect, consequential or otherwise. However, Dunzo will use its best endeavors to ensure that the unintentional operational errors do not occur, Dunzo cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, Dunzo’s aggregate liability under this Agreement and respective Terms of Use shall not exceed the total value of a Disputed Order.

12. Insurance

During the Term (as defined below) and for one (1) year thereafter, the Restaurant shall maintain General Commercial Liability and, if required by law, Worker’s Compensation (or substantially equivalent) insurance. The General Commercial Liability insurance policy limits shall be the greater of (a) the limits required by applicable law or (b) the limits customarily maintained by companies in the restaurant industry, in India. All policies shall be written by reputable insurance companies in the jurisdiction. Such insurance shall be primary and non-contributing to any insurance maintained or obtained by the other party and shall not be cancelled or materially reduced without thirty (30) days’ prior written notice to the other party. Upon Dunzo’s request, the Restaurant shall provide evidence of the insurance required herein. In no event shall the limits of any policy be considered as limiting the liability of a Restaurant under the Terms.

13. Term and Termination

Either Dunzo or the Restaurant Partner can terminate this contract providing 15 days’ prior written notice to the other. Dunzo shall delist the Restaurant Partner at the end of the 15th Day. Upon termination in accordance with the terms hereof, Restaurant Partner shall only be required to service Meal(s) already placed through Dunzo prior to such expiry or earlier termination of these Terms, and Dunzo shall be entitled to receive Service Fee for such Meal(s).

14. No Waiver

No failure or delay by any Party in exercising any right, power or remedy under these Terms of Use or provided by law shall operate as a waiver thereof or affect that right, power or remedy. No waiver by any Party of any breach by any other Party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

15. Relationship

The Parties agree that nothing in this Terms shall be construed as creating the relationship of employer and employee, master and servant, or principal and agent, or a partnership, or a joint venture of any kind whatsoever between the Parties or between the parties and its respective contractors / employees.

16. Governing Law

This Terms of Use shall be governed by and construed in accordance with the laws of India. Any dispute arising out of or in connection with Services, which the Parties are unable to settle within 30 days, shall be referred to arbitration by a sole arbitrator appointed mutually by both Parties. The Arbitration shall be conducted in accordance with Arbitration and Conciliation Act, 1996 or any statutory re-enactment or modification thereof for the time being in force. The venue of the arbitration shall be Bengaluru and the arbitration shall be conducted in English language. Subject to the foregoing, the courts at Bengaluru shall have exclusive jurisdiction.

17. Severability

If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Terms of Use which can be given effect without the invalid provision shall continue in full force and effect and shall in no way be impaired or invalidated.

18. Notice

  • All notices under these Terms shall be sent by registered post acknowledgment due, contemporaneous courier or email to the address mentioned below:
  • Dunzo Digital Private Limited
    Reg Office: 457, 10th Main Road, 2nd Stage, HAL 2nd Stage, Indiranagar, Bengaluru, Karnataka 560038

19.

If the Restaurant Partner notices any discrepancy in the weekly settlement, the Restaurant Partner may raise a ticket by writing an email to merchantsupport@dunzo.in and the same will be mutually resolved by both parties within 15 days from the date on which the ticket was raised.

20.

The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option.

21.

Any modification or amendment to this Terms shall be effective only if in writing and signed or sealed with print name by both parties. In the event any provision of this Terms is determined to be invalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of this Terms and each of the remaining terms and conditions contained herein) shall remain in full force and effect.

22.

Any delay in or failure by either party in performance of this Terms shall be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including, but not limited to, decrees or restraints of Government, acts of God, strikes, work stoppage or other labor disturbances, war or sabotage (each being a “Force Majeure Event”). The affected party will promptly notify the other party upon becoming aware that any Force Majeure has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under this Terms. This Terms may not be assigned, in whole or in part, by a party without the prior written consent of the other party, provided that each party may assign this Terms, upon notice to the other party, to (a) an affiliate of Dunzo (for Dunzo), or (b) in connection with the sale of all or substantially all of such party’s equity, business or assets. Subject to the foregoing, this Terms shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns. Nothing in this Terms shall be deemed to create any joint venture, joint enterprise, or agency relationship among the parties (except as specifically set forth in Section 3 above), and no party shall have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party hereto. Each party shall be solely responsible for its employees and contractors used in connection with this Terms. This Terms contains the full and complete understanding and Terms between the parties relating to the subject matter hereof and supersedes all prior and contemporary understandings and Terms, whether oral or written, relating such subject matter hereof. This Terms may be executed in one or more counterparts and by exchange of electronically signed counterparts transmitted by pdf format or exchange by hard-copy, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same original instrument.

Addendum I

Special Terms

1. Reporting

Dunzo will give you information regarding the number of Meals picked up by Delivery Partners and sold by you to the Users pursuant to the Terms. The Restaurant Partner shall maintain such documents to record the proof of delivery of product or performance of service. Without prejudice to the generality of the aforesaid, Restaurant shall routinely and at such time intervals provide such reports and in such formats as may be specified by the Company.

2. Payment

  • 2.a. Service Fee. In consideration for Dunzo’s lead generation, demand prediction, payment processing and other related services provided via the Dunzo App under the Terms, Dunzo will charge you a service fee, agreed under the Letter and reiterated under the Addendum II (exclusive of Indirect Tax and withholding tax, if any) on Meal Value, as defined under the Letter or (the “Service Fee”). This Service Fee is charged as consideration for expediting the Users’ orders via the Dunzo App.
  • 2.b. Goods and services tax (“GST”). Collection by Dunzo from Users on your behalf would be subject to tax deduction or collection at source in accordance with the applicable GST laws.
  • 2.c. Remittance. Dunzo will remit to you the total (i) Meal Payment (including any Indirect Tax collected on your behalf but reduced by the Service Fee, amounts remitted to Delivery Partners under your instructions and tax deduction/ collection at source) earned by you, (ii) less any refunds given to your customers or Users (such final remitted amount being the “Meal Revenue”).
  • 2.d. Meal Revenue received by Dunzo from the User on behalf of the Restaurant Partner will be settled into the Restaurant Partner’s bank account, details of which are set forth in Addendum II. Settlement of transaction payments shall be within the time period as set forth by the guidelines of the Reserve Bank of India, where applicable. The Restaurant Partner agrees to provide such documents and information necessary or as may be sought by a payment facilitator or bank to enlist the Restaurant Partner as a payee of Dunzo. The Restaurant Partner agrees that for this purpose, information about and provided by the Restaurant Partner will be shared with a payment facilitator or bank.

3. Restrictions

Delivery Partners are independent service providers, and as such, they reserve the right to refuse to accept any item for delivery in their sole discretion. Any item that you do not have permission or license to sell or deliver may not be sold to Users.

ADDENDUM II

TAX DETAILS OF THE RESTAURANT/MERCHANT

1. Details of Tax Registrations

Details of Registration Registration Number
Permanent Account Number
Goods & Service Tax Registration

2. Indirect Taxes to be levied on each Item enlisted on the Dunzo App

Nature of Tax Percentage Levy
Service Tax
Value Added Tax
Central Goods & Service Tax
State Goods & Service Tax
Integrated Goods & Service Tax

3. Other Charges to be levied on each Meal enlisted on the Dunzo App

Nature of Charges Percentage / Amount
Packaging Charges

OTHER DETAILS

Name of Restaurant Partner
Effective Date
Registered Address of the Restaurant Partner
Service Address, Email, Telephone numbers, User/Customer Complaint Redressal Number
Restaurant Partner contact person
Service Fee % of the Meal Value.
Mode of Payment Settlement
Bank Account details of the Restaurant Partner

Merchant (Restaurant) Partner Terms of Use

The Dunzo Master Framework Letter (“Letter”) along with the Restaurant/Merchant Partner Terms of Use (“Terms”), represents and confirms our mutual Terms with respect to the Restaurant/Merchant Partner’s participation on the proprietary mobile platform currently made available by Dunzo Digital Private Limited (“Dunzo” or “us”) or its affiliates, from time-to-time, and referred to as the “Dunzo App”. Upon signing by both parties, the Letter and the Dunzo Restaurant/Merchant Terms of Use binding and enforceable legal contract between you and Dunzo as of the date set forth above (“Effective Date”)

The Terms with you are as follows:

1. Structure of Terms

Our Terms shall consist of this Letter, together with the addenda (individually, an “Addendum”) addressing areas of collaboration agreed to by both of us (this Letter and any and all such Addenda are collectively the “Terms”). In connection with each Addendum, we will designate those actions, responsibilities and services to be respectively provided by each of us. In the event of a conflict, the terms contained in an Addendum will supersede conflicting terms contained in these Terms.

2. Intended Projects

We each agree to work in good faith with one another on certain collaborative projects, (as described below) or other projects as we mutually agree, in connection with the food or packaged food item(s) or any grocery item(s) and/or beverages the Restaurant/Merchant makes available (each, a “Meal” or “Item(s)”, as interchangeably used under these Terms) via the Dunzo App. Each project will be further specified in an Addendum, and any such project will only be undertaken once we mutually execute such Addendum.

3.

The suggested search term(s) or Restaurant/Merchant item(s) visible on the Dunzo App is the general availability of Meals during the Restaurant’s normal business hours. The Restaurant/Merchant’s customers (the “Buyers” and/or “Dunzo App Users”/” User(s)”) may select Meals from the displayed search term(s)/listing(s) on the Dunzo App.

4. Delivery

The “Dunzo Web Dashboard” will be made available to the Restaurant/Merchant to access on-demand logistic services by Delivery Partners. For the sake of clarity, neither Dunzo nor its affiliates provide any delivery or logistics services, but Dunzo provides a platform for restaurants/outlets like yours to connect with Delivery Partners for delivery services and to receive demand prediction, payment processing and related information services in connection with the sale of the Meals. “Delivery Partner” is defined as an independent contractor who intends to provide on demand delivery services using Dunzo’s proprietary technology platform under license from Dunzo or one of its affiliates. Dunzo will not have any obligation to deliver the Item(s) as a platform provider. For purposes of delivery of the Meals, Dunzo and the Delivery Partners shall operate (i) under cover of any approval, license or permission required to operate your business at the Restaurant/Merchant Outlet and sell the Meal and (ii) under your control, as your agent (including but not limited to receipt agent of meal charges and based on your instructions, if applicable, apply the meal charges collected on your behalf towards disbursal of the fee payable by you to Delivery Partner), and not employee. For the sake of clarity, you, through the services provided by Delivery Partners, are responsible for the delivery of Meals and you maintain possession, control and care of the Meals at all times. You shall have marketable legal right and title to sell the products or render the services. You shall not offer any products or services which are illegal, unlawful, expired and in violation of applicable laws and policies. Dunzo will not be liable for any damage or loss incurred by the Users in relation to the delivery of the Meals and will follow reasonable guidance you provide regarding the delivery of the Meals.

5. Availability of Meal(s)/Item(s)

  • 5.a. Meal(s)/Item(s). Dunzo will provide you reasonable advice regarding demand prediction, which you may use in connection with your determination of the quantity and type of Meals/Items made available via the Dunzo App. You are fully responsible for quality, safety and delivery of the Meals/Items and you shall adhere to all applicable laws and regulations in relation to the preparation, provision, packaging and delivery of the Meals/Items. You will determine any quality, portion, size, ingredient or other criteria (including those of laws and regulations) that apply to the Meals/Items (“Criteria”) and you are solely responsible for ensuring that the Meals/Items meet such criteria when then are made available via the Dunzo App. In the event of failing to provide Meals/Items that adhere to the Criteria (each, a “Substandard Meal/Item”), Dunzo is under no obligation to make such Substandard Meals/Items available for sale via the Dunzo App.
  • 5.b. Taxes. You are responsible for determining and setting the retail price (“Retail Price”) for each Meal/Item and duly informing Dunzo from time to time, including any Meal/Item discount(s)/discounts on offer from time to time. You shall be the “retailer” or “seller” of all Meals/Items for the purpose of any indirect tax (such as value added tax, sales tax, service tax, goods and services tax) (“Indirect Tax”) and the responsible party for collection and remittance of applicable Indirect Tax. For the sake of clarity, the Retail Price for each Meal/Item shall include Indirect Tax, as applicable. You undertake that all applicable taxes on meal(s)/item(s) & delivery would be deposited by you with the government treasury within stipulated timelines. Except as may be expressly agreed in this Terms, each party shall be responsible for its expenses and costs during its performance under this Terms.
  • 5.c. Meal/Item Inventory. You maintain title to all Meal/Item inventory until each Meal/Item is delivered to a User. You are responsible for the costs of all Meals/Items. Whenever a User wishes to avail Meals/Items or Service as identified by the App, Dunzo will notify the Restaurant Partner of the specifications and particulars of the order as is received from the User. Upon receipt of an order request from a User, the Restaurant Partner shall keep ready the product or provide any service as required by the User. In the event the specifications are not sufficient for the Restaurant/Merchant Partner to process any order, the Restaurant/Merchant Partner must seek further information as required.
  • 5.d. Notwithstanding these Terms, Dunzo reserves the right to temporarily discontinue Services or permanently terminate with immediate effect for material breach or non-compliance by the Restaurant Partner which includes, but is not limited to, the following instances:
    • (i). User/Buyer complaints received by Dunzo which are directly or indirectly attributable to the quality of food provided by the Restaurant Partner either through poor ratings, as defined by Dunzo, through calls placed with Dunzo or through any other means;
    • (ii). Breach of the provisions of the Food Safety and Standards Act, 2006 and the rules and regulations, made thereunder, by Restaurant Partner;
    • (iii). Breach of the representations and warranties of the Restaurant Partner; or
    • (iv). Any other material breach of the terms.
    • Notwithstanding anything contained under this Terms, Dunzo has the right to immediately delist any of the food products from the Platform, which is not in compliance with the Food Safety and Standards Act, 2006 or the rules or regulations, made thereunder.
  • 5.e. You are responsible for costs related to reimbursement to the Users in the event Users have either refused to pay for or have claimed partial or full refund, as applicable, for reasons that are attributable to Restaurant Partner, including but not limited to, User’s expectations not being met or User dissatisfaction in relation to, inter alia, the quality of the Meal(s)/Item(s), undelivered Meal(s)/Item(s), discrepancy in the Meal(s)/Item(s) delivered which is not in accordance with the Meal/Item placed and/or those Meal(s)/Item(s) for which User requests for a replacement. (“Disputed Orders”) Any such User(s) request a refund for any Meal(s)/Item(s) (including, without limitation, any costs associated with retrieving any such Meal(s), if applicable), for reasons that are considered by Dunzo in its sole discretion as reasonable, for (i) request by the Users of refund or (ii) acceptance by the Delivery Partner of the request. Dunzo may deduct refunds from the payment made to you under these Terms.
  • 5.f. It is clarified that Dunzo shall not be liable to make any payment for a Disputed Order. Dunzo shall reserve the right to recover from Restaurant Partner, the amount paid to Users/Buyers as refund upto the order value.
  • 5.g. In case of complaints from the User pertaining to food efficacy, quality, or any other such issues, Dunzo shall notify the same to Restaurant Partner and shall also redirect the Buyer to the consumer call center of the Restaurant. Restaurant Partner shall alone be liable for redressing and bound to take action on the complaints by the User. Dunzo has the right to share with the Restaurant Partner, the relevant information including the Restaurant details to enable satisfactory resolution of the complaint. Dunzo shall in the interest of satisfactory resolution of the Complaint, share with the User, relevant information pertaining to the Order along with Restaurant details.
  • 5.h. Service Fee. In consideration for use of the Dunzo App, Dunzo will charge you a service fee as specifically set forth on each applicable Addendum as well as the Letter. All fees under these Terms shall be paid in Indian Rupees and are exclusive of any taxes, including Indirect Tax and withholding tax, if applicable.
  • 5.i. Dunzo does not guarantee that you will be matched with the Delivery Partner at the time you wish to be matched. Dunzo shall not be liable for any failure to match.

6. Promotional Activities

  • 6.a. Marketing. Dunzo will each showcase the availability of the Meals via the Dunzo App through various promotional activities (e.g., our respective social media channels, websites, or blogs), as mutually agreed.
  • 6.b. Marks. Subject to the terms and conditions of this Terms, each party hereby grants to the other party (and, in the case of Dunzo, to its affiliates) a limited, non-exclusive and non-transferable license during the Term to use the such party’s respective Marks (as defined below), on a royalty-free basis, for the sole purpose of performing the promotional activities as set forth in an applicable Addendum. For purposes of this Terms, the term “Marks” will mean the trademarks, service marks, trade names, copyrights, logos, slogans and other identifying symbols and indicia of the applicable party. All uses of a party’s marks by the other party will be in the form and format specified or approved by the owner of such marks. Except as expressly set forth herein, neither party will use the other party’s marks without the prior, express, written consent of the other party. All goodwill related to the use of a party’s marks by the other party shall inure to the benefit of the owner of such marks. Except as expressly set forth herein, neither party shall be deemed to grant the other party any license or rights under any intellectual property or other proprietary rights.
  • 6.c. Publicity. Except as may be expressly set forth in this Terms or an applicable Addendum, neither party may issue a press release or otherwise refer to the other party in any manner with respect to this Terms or otherwise, without the prior written consent of such other party.
  • 6.d. Privacy. “Personal Data” means any information obtained in connection with this Terms (a) relating to an identified or identifiable natural person; (b) that can reasonably be used to identify or authenticate an individual, including but not limited to name, contact information, precise location information, persistent identifiers; and (c) any information that may otherwise be considered “personal data” or “personal information” under the applicable law. Restaurant agrees to use, disclose, store, retain or otherwise process Personal Data solely for the purpose of performing the services contemplated by this Terms. Restaurant shall maintain the accuracy and integrity of any Personal Data provided by Dunzo in its possession, custody or control. Restaurant agrees to retain Personal Data provided to Restaurant by Dunzo solely by using the software and tools provided by Dunzo.

7. Non-Exclusive

We each acknowledge and agree that, unless otherwise stated in a Letter/Addendum, our relationship is non-exclusive.

8. Confidential Information

“Confidential Information” means any confidential, proprietary or other non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”), whether disclosed verbally, in writing, or by inspection of tangible objects. Confidential Information will not include that information that (a) was previously known to the Recipient without an obligation of confidentiality; (b) was acquired by the Recipient without any obligation of confidentiality from a third party with the right to make such disclosure; or (c) is or becomes publicly available through no fault of the Recipient. Each Recipient agrees that it will not disclose to any third parties, or use in any way other than as necessary to perform this Terms, the Discloser’s Confidential Information. Each Recipient will ensure that Confidential Information will only be made available to those of its employees and agents who have a need to know such Confidential Information and who are be bound by written obligations of confidentiality at least as protective of the Discloser as this Terms before such individual has access to the Discloser’s Confidential Information. Each Recipient will not, and will not authorize others to, remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Confidential Information. The foregoing prohibition on disclosure of Confidential Information will not apply to the extent the Discloser has authorized such disclosure, nor to the extent a Recipient is required to disclose certain Confidential Information of the Discloser as a legal obligation based on the applicable laws and regulations or order of a court, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose and reasonably assist in filing petition of objection etc. prior to making such disclosure. Upon expiration or termination of this Terms and as requested by a Discloser, each Recipient will deliver to the Discloser (or destroy at the Discloser’s election) any and all materials or documents containing the Discloser’s Confidential Information, together with all copies thereof in whatever form.

9. Representations and Warranties; Disclaimer

  • 9.a. Each party hereby represents and warrants that: (a) it has full power and authority to enter into this Terms and perform its obligations hereunder; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered into, and during the Term (as defined below) will not enter into, any Terms that would prevent it from complying with or performing under this Terms (in your case, including without limitation, any exclusive Terms with any third parties for the availability of food via a technology platform); and (d) the content, media and other materials used or provided as part of this Terms shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party.
  • 9.b. The Restaurant further represents and warrants that it will comply with all applicable laws and regulations in its performance of this Terms including, but not limited to, the Food Safety & Standards Act, 2006 and rules and regulations made thereunder, its engagement of Delivery Partners.
  • 9.c. The Restaurant further represents and warrants that the details of the tax registrations provided by the Restaurant and Indirect tax to be levied on each meal to be made available for sale via the Dunzo App is as per Addendum II, forming integral part of this Terms. The Restaurant further confirms and declares that the information provided in Addendum II and the copies of tax registrations, are true and correct, and assumes responsibility to intimate Dunzo in case of any change in the provided information. The Restaurant undertakes that all Indirect Tax applied on each Meal and Delivery made available for sale via the Dunzo App would be deposited with the Government Treasury within stipulated timelines.
  • 9.d. EXCEPT AS SET FORTH HEREIN, EACH PARTY MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR PURPOSE OF THIS TERMS.

10. Indemnification

  • 10.a. Indemnified Claims. Each party (the “Indemnifying Party”) will indemnify, defend and hold harmless the other party, its affiliates and their respective directors, officers, employees and agents (the “Indemnified Party”) from and against any and all claims, damages, losses and expenses (including reasonable attorney’s fees) (collectively, “Losses”) with respect to any third party claim arising out of or related to: (a) the negligence or wilful misconduct of the Indemnifying Party and its employees or agents (in your case, excluding Dunzo and Delivery Partners to the extent they are your agents pursuant to Section 3) in their performance of this Terms; (b) any claims that the Indemnifying Party breached its representations and warranties in this Terms; (c) any claims that the Indemnifying Party’s Marks infringe a third party’s intellectual property rights, as long as such Marks have been used in the manner approved by the Indemnifying Party; or (d) any breach and/or non-compliance with applicable data protection laws. In addition, you will indemnify, defend and hold harmless the Dunzo Indemnified Parties from and against any and all Losses with respect to any third-party claim arising out of or related to any harm resulting from your violation or alleged violation of any applicable retail food or other health and safety code, rule or regulation, except to the extent such harm was directly caused by the gross negligence or wilful misconduct of Dunzo or its employees, agents or Delivery Partners.
  • 10.b. Procedure. Each Indemnified Party shall provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defense of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of a claim, at Indemnifying Party’s expense.

11. Limits of Liability

For the purposes of this clause, “Liability” means liability in or for breach of contract, negligence, misrepresentation, tortious claim, restitution or any other cause of action whatsoever relating to or arising under or in connection with these Terms, including liability expressly provided for under these Terms or arising by reason of the invalidity or unenforceability of any term under this contract. Dunzo does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, Dunzo shall not be under any Liability for loss of actual or anticipated profits, loss of goodwill, loss of business, loss of revenue or of the use of money, loss of contracts, loss of anticipated savings, loss of data and/or undertaking the restoration of data, fraudulent orders, any special, indirect or consequential loss, and such liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of any doubt, this clause shall apply whether such damage or loss is direct, indirect, consequential or otherwise. However, Dunzo will use its best endeavors to ensure that the unintentional operational errors do not occur, Dunzo cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, Dunzo’s aggregate liability under this Agreement and respective Terms of Use shall not exceed the total value of a Disputed Order.

12. Insurance

During the Term (as defined below) and for one (1) year thereafter, the Restaurant shall maintain General Commercial Liability and, if required by law, Worker’s Compensation (or substantially equivalent) insurance. The General Commercial Liability insurance policy limits shall be the greater of (a) the limits required by applicable law or (b) the limits customarily maintained by companies in the restaurant industry, in India. All policies shall be written by reputable insurance companies in the jurisdiction. Such insurance shall be primary and non-contributing to any insurance maintained or obtained by the other party and shall not be cancelled or materially reduced without thirty (30) days’ prior written notice to the other party. Upon Dunzo’s request, the Restaurant shall provide evidence of the insurance required herein. In no event shall the limits of any policy be considered as limiting the liability of a Restaurant under the Terms.

13. Term and Termination

Either Dunzo or the Restaurant Partner can terminate this contract providing 15 days’ prior written notice to the other. Dunzo shall delist the Restaurant Partner at the end of the 15th Day. Upon termination in accordance with the terms hereof, Restaurant Partner shall only be required to service Meal(s) already placed through Dunzo prior to such expiry or earlier termination of these Terms, and Dunzo shall be entitled to receive Service Fee for such Meal(s).

14. No Waiver

No failure or delay by any Party in exercising any right, power or remedy under these Terms of Use or provided by law shall operate as a waiver thereof or affect that right, power or remedy. No waiver by any Party of any breach by any other Party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

15. Relationship

The Parties agree that nothing in this Terms shall be construed as creating the relationship of employer and employee, master and servant, or principal and agent, or a partnership, or a joint venture of any kind whatsoever between the Parties or between the parties and its respective contractors / employees.

16. Governing Law

This Terms of Use shall be governed by and construed in accordance with the laws of India. Any dispute arising out of or in connection with Services, which the Parties are unable to settle within 30 days, shall be referred to arbitration by a sole arbitrator appointed mutually by both Parties. The Arbitration shall be conducted in accordance with Arbitration and Conciliation Act, 1996 or any statutory re-enactment or modification thereof for the time being in force. The venue of the arbitration shall be Bengaluru and the arbitration shall be conducted in English language. Subject to the foregoing, the courts at Bengaluru shall have exclusive jurisdiction.

17. Severability

If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Terms of Use which can be given effect without the invalid provision shall continue in full force and effect and shall in no way be impaired or invalidated.

18. Notice

  • All notices under these Terms shall be sent by registered post acknowledgment due, contemporaneous courier or email to the address mentioned below:
  • Dunzo Digital Private Limited
    Reg Office: 457, 10th Main Road, 2nd Stage, HAL 2nd Stage, Indiranagar, Bengaluru, Karnataka 560038

19.

If the Restaurant Partner notices any discrepancy in the weekly settlement, the Restaurant Partner may raise a ticket by writing an email to merchantsupport@dunzo.in and the same will be mutually resolved by both parties within 15 days from the date on which the ticket was raised.

20.

The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option.

21.

Any modification or amendment to this Terms shall be effective only if in writing and signed or sealed with print name by both parties. In the event any provision of this Terms is determined to be invalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of this Terms and each of the remaining terms and conditions contained herein) shall remain in full force and effect.

22.

Any delay in or failure by either party in performance of this Terms shall be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including, but not limited to, decrees or restraints of Government, acts of God, strikes, work stoppage or other labor disturbances, war or sabotage (each being a “Force Majeure Event”). The affected party will promptly notify the other party upon becoming aware that any Force Majeure has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under this Terms. This Terms may not be assigned, in whole or in part, by a party without the prior written consent of the other party, provided that each party may assign this Terms, upon notice to the other party, to (a) an affiliate of Dunzo (for Dunzo), or (b) in connection with the sale of all or substantially all of such party’s equity, business or assets. Subject to the foregoing, this Terms shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns. Nothing in this Terms shall be deemed to create any joint venture, joint enterprise, or agency relationship among the parties (except as specifically set forth in Section 3 above), and no party shall have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party hereto. Each party shall be solely responsible for its employees and contractors used in connection with this Terms. This Terms contains the full and complete understanding and Terms between the parties relating to the subject matter hereof and supersedes all prior and contemporary understandings and Terms, whether oral or written, relating such subject matter hereof. This Terms may be executed in one or more counterparts and by exchange of electronically signed counterparts transmitted by pdf format or exchange by hard-copy, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same original instrument.

Addendum I

Special Terms

1. Reporting

Dunzo will give you information regarding the number of Meals picked up by Delivery Partners and sold by you to the Users pursuant to the Terms. The Restaurant Partner shall maintain such documents to record the proof of delivery of product or performance of service. Without prejudice to the generality of the aforesaid, Restaurant shall routinely and at such time intervals provide such reports and in such formats as may be specified by the Company.

2. Payment

  • 2.a. Service Fee. In consideration for Dunzo’s lead generation, demand prediction, payment processing and other related services provided via the Dunzo App under the Terms, Dunzo will charge you a service fee, agreed under the Letter and reiterated under the Addendum II (exclusive of Indirect Tax and withholding tax, if any) on Meal Value, as defined under the Letter or (the “Service Fee”). This Service Fee is charged as consideration for expediting the Users’ orders via the Dunzo App.
  • 2.b. Goods and services tax (“GST”). Collection by Dunzo from Users on your behalf would be subject to tax deduction or collection at source in accordance with the applicable GST laws.
  • 2.c. Remittance. Dunzo will remit to you the total (i) Meal Payment (including any Indirect Tax collected on your behalf but reduced by the Service Fee, amounts remitted to Delivery Partners under your instructions and tax deduction/ collection at source) earned by you, (ii) less any refunds given to your customers or Users (such final remitted amount being the “Meal Revenue”).
  • 2.d. Meal Revenue received by Dunzo from the User on behalf of the Restaurant Partner will be settled into the Restaurant Partner’s bank account, details of which are set forth in Addendum II. Settlement of transaction payments shall be within the time period as set forth by the guidelines of the Reserve Bank of India, where applicable. The Restaurant Partner agrees to provide such documents and information necessary or as may be sought by a payment facilitator or bank to enlist the Restaurant Partner as a payee of Dunzo. The Restaurant Partner agrees that for this purpose, information about and provided by the Restaurant Partner will be shared with a payment facilitator or bank.

3. Restrictions

Delivery Partners are independent service providers, and as such, they reserve the right to refuse to accept any item for delivery in their sole discretion. Any item that you do not have permission or license to sell or deliver may not be sold to Users.

ADDENDUM II

TAX DETAILS OF THE RESTAURANT/MERCHANT

1. Details of Tax Registrations

Details of Registration Registration Number
Permanent Account Number
Goods & Service Tax Registration

2. Indirect Taxes to be levied on each Meal enlisted on the Dunzo App

Nature of Tax Percentage Levy
Service Tax
Value Added Tax
Central Goods & Service Tax
State Goods & Service Tax
Integrated Goods & Service Tax

3. Other Charges to be levied on each Meal enlisted on the Dunzo App

Nature of Charges Percentage / Amount
Packaging Charges

OTHER DETAILS

Name of Restaurant Partner
Effective Date
Registered Address of the Restaurant Partner
Service Address, Email, Telephone numbers, User/Customer Complaint Redressal Number
Restaurant Partner contact person
Service Fee % of the Meal Value.
Mode of Payment Settlement
Bank Account details of the Restaurant Partner

Merchant (Pet Store) Partner Terms of Use

The Dunzo Master Framework Letter (“Letter”) along with the Merchant Partner Terms of Use (“Terms”), represents and confirms our mutual Terms with respect to the Merchant Partner’s participation on the proprietary mobile platform currently made available by Dunzo Digital Private Limited (“Dunzo” or “us”) or its affiliates, from time-to-time, and referred to as the “Dunzo App”. Upon signing by both parties, the Letter and the Dunzo Merchant Terms of Use binding and enforceable legal contract between you and Dunzo as of the date set forth above (“Effective Date”)

The Terms with you are as follows:

1. Structure of Terms

Our Terms shall consist of this Letter, together with the addenda (individually, an “Addendum”) addressing areas of collaboration agreed to by both of us (this Letter and any and all such Addenda are collectively the “Terms”). In connection with each Addendum, we will designate those actions, responsibilities and services to be respectively provided by each of us. In the event of a conflict, the terms contained in an Addendum will supersede conflicting terms contained in these Terms.

2. Intended Projects

We each agree to work in good faith with one another on certain collaborative projects, (as described below) or other projects as we mutually agree, in connection with the item(s), which include perishable/non-perishable goods including other item(s) or accessories produced for pets made available [each an “Item(s)”] via the Dunzo App. Each project will be further specified in an Addendum, and any such project will only be undertaken once we mutually execute such Addendum.

3.

The suggested search term(s) or Merchant item(s) visible on the Dunzo App is the general availability of Item(s) during the Merchant’s normal business hours. The Merchant’s customers (the “Buyers” and/or “Dunzo App Users”/” User(s)”) may select Item(s) from the displayed search term(s)/listing(s) on the Dunzo App.

4. Delivery

The “Dunzo Web Dashboard” will be made available to the Merchant to access on-demand logistic services by Delivery Partners. For the sake of clarity, neither Dunzo nor its affiliates provide any delivery or logistics services, but Dunzo provides a platform for outlets like yours to connect with Delivery Partners for delivery services and to receive demand prediction, payment processing and related information services in connection with the sale of the Items. “Delivery Partner” is defined as an independent contractor who intends to provide on demand delivery services using Dunzo’s proprietary technology platform under license from Dunzo or one of its affiliates. Dunzo will not have any obligation to deliver the Item(s) as a platform provider. For purposes of delivery of the Items, Dunzo and the Delivery Partners shall operate (i) under cover of any approval, license or permission required to operate your business at the Merchant Outlet and sell the Item(s) and (ii) under your control, as your agent (including but not limited to receipt agent of Item charges and based on your instructions, if applicable, apply the Item charges collected on your behalf towards disbursal of the fee payable by you to Delivery Partner), and not employee. For the sake of clarity, you, through the services provided by Delivery Partners, are responsible for the delivery of Items and you maintain possession, control and care of the Items at all times. You shall have marketable legal right and title to sell the products or render the services. You shall not offer any products or services which are illegal, unlawful, expired and in violation of applicable laws and policies. Dunzo will not be liable for any damage or loss incurred by the Users in relation to the delivery of the Items and will follow reasonable guidance you provide regarding the delivery of the Items.

5. Availability of Item(s)

  • 5.a. Item(s). Dunzo will provide you reasonable advice regarding demand prediction, which you may use in connection with your determination of the quantity and type of Items made available via the Dunzo App. You are fully responsible for quality, safety and delivery of the Items and you shall adhere to all applicable laws and regulations in relation to the preparation, provision, packaging and delivery of the Items. You will determine any quality, portion, size, ingredient or other criteria (including those of laws and regulations) that apply to the Items (“Criteria”) and you are solely responsible for ensuring that the Items meet such criteria when then are made available via the Dunzo App. In the event of failing to provide Items that adhere to the Criteria (each, a “Substandard Item”), Dunzo is under no obligation to make such Substandard Items available for sale via the Dunzo App.
  • 5.b. Taxes. You are responsible for determining and setting the retail price (“Retail Price”) for each Item and duly informing Dunzo from time to time, including any Item discount(s)/discounts on offer from time to time. You shall be the “retailer” or “seller” of all Items for the purpose of any indirect tax (such as value added tax, sales tax, service tax, goods and services tax) (“Indirect Tax”) and the responsible party for collection and remittance of applicable Indirect Tax. For the sake of clarity, the Retail Price for each Item shall include Indirect Tax, as applicable. You undertake that all applicable taxes on item(s) & delivery would be deposited by you with the government treasury within stipulated timelines. Except as may be expressly agreed in this Terms, each party shall be responsible for its expenses and costs during its performance under this Terms.
  • 5.c. Item Inventory. You maintain title to all Item inventory until each Item is delivered to a User. You are responsible for the costs of all Items. Whenever a User wishes to avail Items or Service as identified by the App, Dunzo will notify the Merchant Partner of the specifications and particulars of the order as is received from the User. Upon receipt of an order request from a User, the Merchant Partner shall keep ready the product or provide any service as required by the User. In the event the specifications are not sufficient for the Merchant Partner to process any order, the Merchant Partner must seek further information as required.
  • 5.d. Notwithstanding these Terms, Dunzo reserves the right to temporarily discontinue Services or permanently terminate with immediate effect for material breach or non-compliance by the Merchant Partner which includes, but is not limited to, the following instances:
    • (i). User/Buyer complaints received by Dunzo which are directly or indirectly attributable to the quality of item(s) provided by the Merchant Partner either through poor ratings, as defined by Dunzo, through calls placed with Dunzo or through any other means;
    • (ii). Breach of the provisions of the Prevention of Cruelty to Animals Act, 1960 and and the rules and regulations, made thereunder, by Merchant Partner;
    • (iii). Breach of the representations and warranties of the Merchant Partner; or
    • (iv). Any other material breach of the terms.
    • Notwithstanding anything contained under this Terms, Dunzo has the right to immediately delist any of the item(s) from the Platform, which is not in compliance with the Prevention of Cruelty to Animals Act, 1960 or the rules or regulations, made thereunder.
  • 5.e. You are responsible for costs related to reimbursement to the Users in the event Users have either refused to pay for or have claimed partial or full refund, as applicable, for reasons that are attributable to Merchant Partner, including but not limited to, User’s expectations not being met or User dissatisfaction in relation to, inter alia, the quality of the Item(s), undelivered Item(s), discrepancy in the Item(s) delivered which is not in accordance with the Item placed and/or those Item(s) for which User requests for a replacement. (“Disputed Orders”) Any such User(s) request a refund for any Item(s) (including, without limitation, any costs associated with retrieving any such Item(s), if applicable), for reasons that are considered by Dunzo in its sole discretion as reasonable, for (i) request by the Users of refund or (ii) acceptance by the Delivery Partner of the request. Dunzo may deduct refunds from the payment made to you under these Terms.
  • 5.f. It is clarified that Dunzo shall not be liable to make any payment for a Disputed Order. Dunzo shall reserve the right to recover from Merchant Partner, the amount paid to Users/Buyers as refund upto the order value.
  • 5.g. In case of complaints from the User pertaining to item quality, or any other such issues, Dunzo shall notify the same to Merchant Partner and shall also redirect the Buyer to the consumer call center of the Merchant. Merchant Partner shall alone be liable for redressing and bound to take action on the complaints by the User. Dunzo has the right to share with the Merchant Partner, the relevant information including the Merchant details to enable satisfactory resolution of the complaint. Dunzo shall in the interest of satisfactory resolution of the Complaint, share with the User, relevant information pertaining to the Order along with Merchant details.
  • 5.h. Service Fee. In consideration for use of the Dunzo App, Dunzo will charge you a service fee as specifically set forth on each applicable Addendum as well as the Letter. All fees under these Terms shall be paid in Indian Rupees and are exclusive of any taxes, including Indirect Tax and withholding tax, if applicable.
  • 5.i. Dunzo does not guarantee that you will be matched with the Delivery Partner at the time you wish to be matched. Dunzo shall not be liable for any failure to match.

6. Promotional Activities

  • 6.a. Marketing. Dunzo will each showcase the availability of the Items via the Dunzo App through various promotional activities (e.g., our respective social media channels, websites, or blogs), as mutually agreed.
  • 6.b. Marks. Subject to the terms and conditions of this Terms, each party hereby grants to the other party (and, in the case of Dunzo, to its affiliates) a limited, non-exclusive and non-transferable license during the Term to use the such party’s respective Marks (as defined below), on a royalty-free basis, for the sole purpose of performing the promotional activities as set forth in an applicable Addendum. For purposes of this Terms, the term “Marks” will mean the trademarks, service marks, trade names, copyrights, logos, slogans and other identifying symbols and indicia of the applicable party. All uses of a party’s marks by the other party will be in the form and format specified or approved by the owner of such marks. Except as expressly set forth herein, neither party will use the other party’s marks without the prior, express, written consent of the other party. All goodwill related to the use of a party’s marks by the other party shall inure to the benefit of the owner of such marks. Except as expressly set forth herein, neither party shall be deemed to grant the other party any license or rights under any intellectual property or other proprietary rights.
  • 6.c. Publicity. Except as may be expressly set forth in this Terms or an applicable Addendum, neither party may issue a press release or otherwise refer to the other party in any manner with respect to this Terms or otherwise, without the prior written consent of such other party.
  • 6.d. Privacy. “Personal Data” means any information obtained in connection with this Terms (a) relating to an identified or identifiable natural person; (b) that can reasonably be used to identify or authenticate an individual, including but not limited to name, contact information, precise location information, persistent identifiers; and (c) any information that may otherwise be considered “personal data” or “personal information” under the applicable law. Merchant agrees to use, disclose, store, retain or otherwise process Personal Data solely for the purpose of performing the services contemplated by this Terms. Merchant shall maintain the accuracy and integrity of any Personal Data provided by Dunzo in its possession, custody or control. Merchant agrees to retain Personal Data provided to Merchant by Dunzo solely by using the software and tools provided by Dunzo.

7. Non-Exclusive

We each acknowledge and agree that, unless otherwise stated in a Letter/Addendum, our relationship is non-exclusive.

8. Confidential Information

“Confidential Information” means any confidential, proprietary or other non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”), whether disclosed verbally, in writing, or by inspection of tangible objects. Confidential Information will not include that information that (a) was previously known to the Recipient without an obligation of confidentiality; (b) was acquired by the Recipient without any obligation of confidentiality from a third party with the right to make such disclosure; or (c) is or becomes publicly available through no fault of the Recipient. Each Recipient agrees that it will not disclose to any third parties, or use in any way other than as necessary to perform this Terms, the Discloser’s Confidential Information. Each Recipient will ensure that Confidential Information will only be made available to those of its employees and agents who have a need to know such Confidential Information and who are be bound by written obligations of confidentiality at least as protective of the Discloser as this Terms before such individual has access to the Discloser’s Confidential Information. Each Recipient will not, and will not authorize others to, remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Confidential Information. The foregoing prohibition on disclosure of Confidential Information will not apply to the extent the Discloser has authorized such disclosure, nor to the extent a Recipient is required to disclose certain Confidential Information of the Discloser as a legal obligation based on the applicable laws and regulations or order of a court, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose and reasonably assist in filing petition of objection etc. prior to making such disclosure. Upon expiration or termination of this Terms and as requested by a Discloser, each Recipient will deliver to the Discloser (or destroy at the Discloser’s election) any and all materials or documents containing the Discloser’s Confidential Information, together with all copies thereof in whatever form.

9. Representations and Warranties; Disclaimer

  • 9.a. Each party hereby represents and warrants that: (a) it has full power and authority to enter into this Terms and perform its obligations hereunder; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered into, and during the Term (as defined below) will not enter into, any Terms that would prevent it from complying with or performing under this Terms (in your case, including without limitation, any exclusive Terms with any third parties for the availability of item via a technology platform); and (d) the content, media and other materials used or provided as part of this Terms shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party.
  • 9.b. The Merchant further represents and warrants that it will comply with all applicable laws and regulations in its performance of this Terms including, but not limited to, the Prevention of Cruelty to Animals Act, 1960 and rules and regulations made thereunder, including any law applicable to its engagement of Delivery Partners.
  • 9.c. The Merchant further represents and warrants that the details of the tax registrations provided by the Merchant and Indirect tax to be levied on each item to be made available for sale via the Dunzo App is as per Addendum II, forming integral part of this Terms. The Merchant further confirms and declares that the information provided in Addendum II and the copies of tax registrations, are true and correct, and assumes responsibility to intimate Dunzo in case of any change in the provided information. The Merchant undertakes that all Indirect Tax applied on each Item and Delivery made available for sale via the Dunzo App would be deposited with the Government Treasury within stipulated timelines.
  • 9.d. EXCEPT AS SET FORTH HEREIN, EACH PARTY MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR PURPOSE OF THIS TERMS.

10. Indemnification

  • 10.a. Indemnified Claims. Each party (the “Indemnifying Party”) will indemnify, defend and hold harmless the other party, its affiliates and their respective directors, officers, employees and agents (the “Indemnified Party”) from and against any and all claims, damages, losses and expenses (including reasonable attorney’s fees) (collectively, “Losses”) with respect to any third party claim arising out of or related to: (a) the negligence or wilful misconduct of the Indemnifying Party and its employees or agents (in your case, excluding Dunzo and Delivery Partners to the extent they are your agents pursuant to Section 3) in their performance of this Terms; (b) any claims that the Indemnifying Party breached its representations and warranties in this Terms; (c) any claims that the Indemnifying Party’s Marks infringe a third party’s intellectual property rights, as long as such Marks have been used in the manner approved by the Indemnifying Party; or (d) any breach and/or non-compliance with applicable data protection laws. In addition, you will indemnify, defend and hold harmless the Dunzo Indemnified Parties from and against any and all Losses with respect to any third-party claim arising out of or related to any harm resulting from your violation or alleged violation of any applicable retail or other health and safety code, rule or regulation, except to the extent such harm was directly caused by the gross negligence or wilful misconduct of Dunzo or its employees, agents or Delivery Partners.
  • 10.b. Procedure. Each Indemnified Party shall provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defense of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of a claim, at Indemnifying Party’s expense.

11. Limits of Liability

For the purposes of this clause, “Liability” means liability in or for breach of contract, negligence, misrepresentation, tortious claim, restitution or any other cause of action whatsoever relating to or arising under or in connection with these Terms, including liability expressly provided for under these Terms or arising by reason of the invalidity or unenforceability of any term under this contract. Dunzo does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, Dunzo shall not be under any Liability for loss of actual or anticipated profits, loss of goodwill, loss of business, loss of revenue or of the use of money, loss of contracts, loss of anticipated savings, loss of data and/or undertaking the restoration of data, fraudulent orders, any special, indirect or consequential loss, and such liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of any doubt, this clause shall apply whether such damage or loss is direct, indirect, consequential or otherwise. However, Dunzo will use its best endeavors to ensure that the unintentional operational errors do not occur, Dunzo cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, Dunzo’s aggregate liability under this Agreement and respective Terms of Use shall not exceed the total value of a Disputed Order.

12. Insurance

During the Term (as defined below) and for one (1) year thereafter, the Merchant shall maintain General Commercial Liability and, if required by law, Worker’s Compensation (or substantially equivalent) insurance. The General Commercial Liability insurance policy limits shall be the greater of (a) the limits required by applicable law or (b) the limits customarily maintained by companies in the merchant’s industry, in India. All policies shall be written by reputable insurance companies in the jurisdiction. Such insurance shall be primary and non-contributing to any insurance maintained or obtained by the other party and shall not be cancelled or materially reduced without thirty (30) days’ prior written notice to the other party. Upon Dunzo’s request, the Merchant shall provide evidence of the insurance required herein. In no event shall the limits of any policy be considered as limiting the liability of a Merchant under the Terms.

13. Term and Termination

Either Dunzo or the Merchant Partner can terminate this contract providing 15 days’ prior written notice to the other. Dunzo shall delist the Merchant Partner at the end of the 15th Day. Upon termination in accordance with the terms hereof, Merchant Partner shall only be required to service Item(s) already placed through Dunzo prior to such expiry or earlier termination of these Terms, and Dunzo shall be entitled to receive Service Fee for such Item(s).

14. No Waiver

No failure or delay by any Party in exercising any right, power or remedy under these Terms of Use or provided by law shall operate as a waiver thereof or affect that right, power or remedy. No waiver by any Party of any breach by any other Party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

15. Relationship

The Parties agree that nothing in this Terms shall be construed as creating the relationship of employer and employee, master and servant, or principal and agent, or a partnership, or a joint venture of any kind whatsoever between the Parties or between the parties and its respective contractors / employees.

16. Governing Law

This Terms of Use shall be governed by and construed in accordance with the laws of India. Any dispute arising out of or in connection with Services, which the Parties are unable to settle within 30 days, shall be referred to arbitration by a sole arbitrator appointed mutually by both Parties. The Arbitration shall be conducted in accordance with Arbitration and Conciliation Act, 1996 or any statutory re-enactment or modification thereof for the time being in force. The venue of the arbitration shall be Bengaluru and the arbitration shall be conducted in English language. Subject to the foregoing, the courts at Bengaluru shall have exclusive jurisdiction.

17. Severability

If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Terms of Use which can be given effect without the invalid provision shall continue in full force and effect and shall in no way be impaired or invalidated.

18. Notice

  • All notices under these Terms shall be sent by registered post acknowledgment due, contemporaneous courier or email to the address mentioned below:
  • Dunzo Digital Private Limited
    Reg Office: 457, 10th Main Road, 2nd Stage, HAL 2nd Stage, Indiranagar, Bengaluru, Karnataka 560038

19.

If the Merchant Partner notices any discrepancy in the weekly settlement, the Merchant Partner may raise a ticket by writing an email to merchantsupport@dunzo.in and the same will be mutually resolved by both parties within 15 days from the date on which the ticket was raised.

20.

The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option.

21.

Any modification or amendment to this Terms shall be effective only if in writing and signed or sealed with print name by both parties. In the event any provision of this Terms is determined to be invalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of this Terms and each of the remaining terms and conditions contained herein) shall remain in full force and effect.

22.

Any delay in or failure by either party in performance of this Terms shall be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including, but not limited to, decrees or restraints of Government, acts of God, strikes, work stoppage or other labor disturbances, war or sabotage (each being a “Force Majeure Event”). The affected party will promptly notify the other party upon becoming aware that any Force Majeure has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under this Terms. This Terms may not be assigned, in whole or in part, by a party without the prior written consent of the other party, provided that each party may assign this Terms, upon notice to the other party, to (a) an affiliate of Dunzo (for Dunzo), or (b) in connection with the sale of all or substantially all of such party’s equity, business or assets. Subject to the foregoing, this Terms shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns. Nothing in this Terms shall be deemed to create any joint venture, joint enterprise, or agency relationship among the parties (except as specifically set forth in Section 3 above), and no party shall have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party hereto. Each party shall be solely responsible for its employees and contractors used in connection with this Terms. This Terms contains the full and complete understanding and Terms between the parties relating to the subject matter hereof and supersedes all prior and contemporary understandings and Terms, whether oral or written, relating such subject matter hereof. This Terms may be executed in one or more counterparts and by exchange of electronically signed counterparts transmitted by pdf format or exchange by hard-copy, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same original instrument.

Addendum I

Special Terms

1. Reporting

Dunzo will give you information regarding the number of Items picked up by Delivery Partners and sold by you to the Users pursuant to the Terms. The Merchant Partner shall maintain such documents to record the proof of delivery of product or performance of service. Without prejudice to the generality of the aforesaid, Merchant shall routinely and at such time intervals provide such reports and in such formats as may be specified by the Company.

2. Payment

  • 2.a. Service Fee. In consideration for Dunzo’s lead generation, demand prediction, payment processing and other related services provided via the Dunzo App under the Terms, Dunzo will charge you a service fee, agreed under the Letter and reiterated under the Addendum II (exclusive of Indirect Tax and withholding tax, if any) on Item Value, as defined under the Letter or (the “Service Fee”). This Service Fee is charged as consideration for expediting the Users’ orders via the Dunzo App.
  • 2.b. Goods and services tax (“GST”). Collection by Dunzo from Users on your behalf would be subject to tax deduction or collection at source in accordance with the applicable GST laws.
  • 2.c. Remittance. Dunzo will remit to you the total (i) Item Payment (including any Indirect Tax collected on your behalf but reduced by the Service Fee, amounts remitted to Delivery Partners under your instructions and tax deduction/ collection at source) earned by you, (ii) less any refunds given to your customers or Users (such final remitted amount being the “Item Revenue”).
  • 2.d. Item Revenue received by Dunzo from the User on behalf of the Merchant Partner will be settled into the Merchant Partner’s bank account, details of which are set forth in Addendum II. Settlement of transaction payments shall be within the time period as set forth by the guidelines of the Reserve Bank of India, where applicable. The Merchant Partner agrees to provide such documents and information necessary or as may be sought by a payment facilitator or bank to enlist the Merchant Partner as a payee of Dunzo. The Merchant Partner agrees that for this purpose, information about and provided by the Merchant Partner will be shared with a payment facilitator or bank.

3. Restrictions

Delivery Partners are independent service providers, and as such, they reserve the right to refuse to accept any item for delivery in their sole discretion. Any item that you do not have permission or license to sell or deliver may not be sold to Users.

ADDENDUM II

TAX DETAILS OF THE MERCHANT

1. Details of Tax Registrations

Details of Registration Registration Number
Permanent Account Number
Goods & Service Tax Registration

2. Indirect Taxes to be levied on each Item enlisted on the Dunzo App

Nature of Tax Percentage Levy
Service Tax
Value Added Tax
Central Goods & Service Tax
State Goods & Service Tax
Integrated Goods & Service Tax

3. Other Charges to be levied on each Item enlisted on the Dunzo App

Nature of Charges Percentage / Amount
Packaging Charges

OTHER DETAILS

Name of Merchant Partner
Effective Date
Registered Address of the Merchant Partner
Service Address, Email, Telephone numbers, User/Customer Complaint Redressal Number
Merchant Partner contact person
Service Fee % of the Item Value.
Mode of Payment Settlement
Bank Account details of the Merchant Partner

Merchant Outlet Offer(s) and Sampling: Terms & Conditions

  • 1. As a registered User, You understand that Dunzo is merely a technology intermediary communicating a promotion on behalf of the Merchant and is not in any manner liable for the content hosted or otherwise the Offer extended through the Dunzo App.
  • 2. You acknowledge that the product is offered for sale or otherwise offered without any consideration, as the case maybe, by the Merchant and not Dunzo.
  • 3. You agree that any product/item procured/purchased by you from the Merchant shall be for your personal consumption.
  • 4. All commercial/contractual terms are offered by and agreed to between User and Merchant(s) alone. The commercial/contractual terms include without limitation price, shipping costs, payment methods, payment terms, date, period and mode of delivery, warranties related to products and services and after sales services related to products and services. Dunzo does not have any control or does not determine or advise or in any way involve itself in the offering or acceptance of such commercial/contractual terms between the Buyers and Sellers.
  • 5. Dunzo does not make any representation or Warranty as to specifics (such as quality, value, saleability, etc.) of the products or services proposed to be sold or offered to be sold or purchased on the Dunzo App. Dunzo shall not be liable in case the product sold by the Merchant is unfit for use or faulty or rendered unfit during carriage of the same from the point of pick-up to the drop-off point.
  • 6. Dunzo does not make any representation or warranty as to the item-specifics (such as legal title, creditworthiness, identity, etc) of any of its Users. You are advised to independently verify the bona fides of any particular Merchant that You choose to deal with on the Dunzo App and use Your best judgment in that behalf.
  • 7. Dunzo does not implicitly or explicitly support or endorse the sale or purchase of any products or services on the Dunzo App. Dunzo accepts no liability for any errors or omissions, whether on behalf of itself or third parties.
  • 8. Consistent with Dunzo’s Privacy Policy, Dunzo may share your information with third parties to manage, expedite and improve the Dunzo App services provided to you or otherwise to carry out specific service requests, including any other reason(s) as covered under the Privacy Policy acknowledged by you.
  • 9. Dunzo is not responsible for any non-performance or breach of any contract entered into between Users and Merchants. Dunzo shall not and is not required to mediate or resolve any dispute or disagreement between Users and Merchants.
  • 10. At no time shall Dunzo hold any right, title or interest over the products nor shall Dunzo have any obligations or liabilities in respect of such contract.
  • 11. Dunzo is not responsible for unsatisfactory or delayed performance of services or damages or delays as a result of products which are out of stock, unavailable or back ordered.
  • 12. You shall independently agree upon the manner and terms and conditions of delivery, payment, insurance etc. with the Merchant that you transact with.