Terms and Conditions

User Terms

These terms of use ("Terms of Use") mandate the terms on which users ("You" or "Your" or "Yourself" or "Users") interested in browsing or availing Dunzo Services (defined below), and accessing the platform www.dunzo.com and the mobile application owned and operated by Dunzo Digital Private Limited ("Dunzo") collectively referred to as, the "Platform" connects with the merchants registered on the Platform ("Tied-up Merchants"), merchants not registered on the Platform ("Non-tied up Merchants") (together hereinafter referred to as "Merchants") and with delivery partners ("Delivery Partners") to avail the Dunzo Services.

Please read the Terms of Use carefully before using the Platform or registering on the Platform or accessing any material or information through the Platform. By clicking on the "I Accept" button, You accept this Terms of Use and agree to be legally bound by the same.

Use of and access to the Platform is offered to You upon the condition of acceptance of all the terms, conditions and notices contained in this Terms of Use and Privacy Policy, along with any amendments made by Dunzo at its sole discretion and posted on the Platform from time to time.

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.

PART A - GENERAL TERMS RELATING TO DUNZO SERVICES

1. Registration:

2. Dunzo Services:

3. User Information

a. You are solely responsible for and in control of the information You provide to us. Compilation of User Accounts and User Account bearing contact number and e-mail addresses are owned by Dunzo. Further, You understand and agree that certain information will be case sensitive and must be handled with a prudent care.

b. In the case where the Platform is unable to establish unique identity of the User against a valid mobile number or e-mail address, the Account shall be indefinitely suspended. Dunzo reserves the full discretion to suspend a User's Account in the above event and does not have the liability to share any Account information whatsoever.

4. Payment Terms

5. Rating

PART B - SPECIFIC TERMS FOR DUNZO SERVICES

6. Cancellation and Refund

7. Pick Up and Drop Off Services

i. As a part of the Dunzo Services, Dunzo also gives You an option to avail the Pick Up and Drop Off Services being provided by the Delivery Partners.

ii. You can initiate a transaction on the Platform by which You may (through the help of a Delivery Partner) send packages at a particular location. The Pick Up and Drop Off Services are provided to You directly by the Delivery Partner and Dunzo merely acts as a technology platform to facilitate transactions initiated on the Platform and Dunzo does not assume any responsibility or liability for any form of deficiency of services on part of the Delivery Partner.

iii. Upon initiation of a request for Pick Up and Drop Off Services on the Platform, depending upon the availability of Delivery Partner around Your area, Dunzo will assign a Delivery Partner to You. The Delivery Partner shall pick up the Item from a location designated by You on the Platform and drop off the Items at a particular location designated by You. While performing the Pick Up and Drop off Services, the Delivery Partner shall act as an agent of You and shall act in accordance with Your instructions. You agree and acknowledge that the pick-up location and the drop off location has been added by You voluntarily and such information will be used for the Dunzo Services and shall be handled by Dunzo in accordance with the terms of its Privacy Policy.

iv. You agree that You shall not request for a Pick Up and Drop Off Services for Items which are illegal, hazardous, dangerous, or otherwise restricted or constitute Items that are prohibited by any statute or law or regulation or the provisions of this Terms of Use.

v. You agree that before requesting a Pick-up and Drop-off Service, You are well aware of the contents of the package sent or requested by You through registered Delivery Partner, and that such contents are legal and within limits of transportation under any applicable laws. Such contents shall not be restricted and/or banned and/or dangerous and/or prohibited for carriage (such items include, but are not limited to, radio-active, incendiary, corrosive or flammable substances, hazardous chemicals, explosives, firearms or parts thereof and ammunition, firecrackers, cyanides, precipitates, gold and silver ore, bullion, precious metals and stones, jewellery, semi-precious stones including commercial carbons or industrial diamonds, currency (paper or coin) of any nationality, securities (including stocks and bonds, share certificates and blank signed share transfer forms), coupons, stamps, negotiable instruments in bearer form, cashier's cheques, travellers’ cheques, money orders, passports, credit/debit/ATM cards, antiques, works of art, lottery tickets and gambling devices, livestock, fish, insects, animals, plants and plant material, human corpses, organs or body parts, blood, urine and other liquid diagnostic specimens, hazardous or bio-medical waste, wet ice, pornographic materials, contraband, bottled alcoholic beverages or any intoxicant or narcotics and psychotropic substances or any other prohibited material or material for the transportation of which specific authorisation/license is required under applicable laws).

vi. You are also aware that the Delivery Partner may choose to perform the Pick Up and Delivery Services requested by You.

vii. You also agree that, upon becoming aware of the commission any offence by You or Your intention to commit any offence upon initiating a Pick-up and Drop-off Service or during a Pick-up and Drop-off service of any Item(s) restricted under applicable law, the Delivery Partner may report such information to Dunzo or to the law enforcement authorities.

8. Dunzo Cash, Google Pay Offer, Paytm Offer and Amazon Pay Offer shall hereinafter be referred to as "Offer".

9. You hereby agree and acknowledge that the Offers are being extended by Dunzo at its sole independent discretion and nothing shall entitle You to any of the Offers. You shall read the terms and conditions of the Offers carefully before availing them.

PART C: GENERAL TERMS OF USE

10. Eligibility to Use

a. The Dunzo Services are not available to minors i.e. persons under the age of 18 (eighteen) years or to any Users suspended or removed by Dunzo from accessing the Platform for any reason whatsoever. You represent that You are of legal age to form a binding contract and are not a person barred from receiving using or availing Dunzo Services under the applicable laws.

b. Dunzo reserves the right to refuse access to the Platform, at any time to new Users or to terminate or suspend access granted to existing Users at any time without according any reasons for doing so.

c. You shall not have more than 1 (one) active Account (as defined below) on the Platform. Additionally, You are prohibited from selling, trading, or otherwise transferring Your Account to another party or impersonating any other person for the purposing of creating an account with the Platform.

11. User Account, Password, and Security

12. Representations and Warranties

13. Intellectual Property Rights

14. Disclaimer of Warranties & Liabilities

You expressly understand and agree that, to the maximum extent permitted by applicable law:

15. Indemnification and Limitation of Liability

16. Violation of the Terms of Use

You agree that any violation by You of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to the Company/Client, as the case may be, for which monetary damages would be inadequate, and You consent to the Company/Client obtaining any injunctive or equitable relief that they deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies that the Company/Client may have at law or in equity. If Company/Client takes any legal action against You as a result of Your violation of these Terms of Use, they will be entitled to recover from You, and You agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief that may be granted.

17. Additional Terms

a. We may also require You to follow additional rules, guidelines or other conditions in order to participate in certain promotions or activities available through the Platform. These additional terms shall form a part of this Terms of Use, and You agree to comply with them when You participate in those promotions, or otherwise engage in activities governed by such additional terms.

18. Link to Third Parties

a. The Platform may contain links to other sites owned by third parties (i.e. advertisers, affiliate partners, strategic partners, or others). Dunzo shall not be responsible for examining or evaluating such third party websites, and Dunzo does not warrant the products or offerings of, any of these businesses or individuals, or the accuracy of the content of such third party websites. Dunzo does not assume any responsibility or liability for the actions, product, and content of any such third party websites. Before You use/access any such 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.

19. Term and Termination

a. The Terms of Use will continue to apply until terminated by either You or Dunzo as set forth below. If You object to the Terms of Use or are dissatisfied with the Platform, Dunzo Services, Your only recourse is to (i) close Your Account on the Platform by writing to Us at accountdelete@dunzo.in; and/or (ii) stop accessing the Platform. Dunzo will make Your account dormant upon receipt of request in writing.
Dunzo may, in its sole discretion, bar your use of the Dunzo Services at any time, for any or no reason. Even after your account with Dunzo is disabled, dormant or made inactive, the terms agreed by You at the time of registration will remain in effect. This termination shall be effective only once You have cleared all Your dues that You are liable to pay as per the provisions of this Terms of Use.

b. The Company may delist You or block Your future access to the Platform or suspend or terminate Your Account if it believes, in its sole and absolute discretion that You have infringed, breached, violated, abused, or unethically manipulated or exploited any term of these Terms of Use or anyway otherwise acted unethically.

c. Notwithstanding anything in this clause, these Terms of Use will survive indefinitely unless and until Dunzo chooses to terminate them.

d. You hereby agree and acknowledge, upon termination, Dunzo shall have the right to retain all information pertaining to the transactions initiated by You on the Platform.

20. Governing Law

This Terms of Use shall be governed by and constructed in accordance with the laws of India without reference to conflict of laws principles and disputes arising in relation hereto shall be subject to the exclusive jurisdiction of courts, tribunals, fora, applicable authorities at Bangalore.

21. Report Abuse

In the event You come across any abuse or violation of these Terms of Use or if You become aware of any objectionable content on the Platform, please report the same to the following e-mail id: support@duzo.in In case You have any queries with respect to the Terms or the Dunzo Services, please write to Us at support@dunzo.in

22. Communications

You hereby expressly agree to receive communications by way of SMSs and/or e-mails from Dunzo, or other third parties. You can unsubscribe/ opt-out from receiving communications through SMS and e-mail anytime by contacting us for the same. However, You may still receive communications from Your end with respect to Your use of the Dunzo Service.

23. General

Dunzo Cash - Terms and Conditions

The following terms and conditions are applicable to Dunzo Cash ("Dunzo Cash T&C"). These Dunzo Cash T&Cs are in addition to and will be read with the User Terms and Conditions available here ("User Terms and Conditions"). The Dunzo Cash T&C may be amended at the discretion of Dunzo Digital Private Limited ("Dunzo") and such amended terms will be posted here. Please review these Dunzo Cash T&Cs from time to time.

Dunzo Referral Programme – 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 No 201 2nd Floor Smart Square Complex, 100 Feet Road, Indiranagar, Bengaluru - 560038, Karnataka, India, (“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.

Pick Up and Drop Off Terms

These pick up and drop off terms (“PND Terms”) are published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publishing the rules and regulations, privacy policy. In this case, these rules and regulations with respect to Dunzo Digital Private Limited (“Dunzo”) will include, (i) these PND Terms, (ii) Terms of Use (https://dunzo.in/terms), and the (iii) the Privacy Policy (https://dunzo.in/privacy), for access or usage of www.dunzo.in (“Website”) and the dunzo mobile application (“Dunzo App”).

This document is an electronic record in terms of the Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000.

Cancellations

  • As a general rule you shall not be entitled to cancel your order once you have received confirmation of the same. If you cancel your order after it has been confirmed, Dunzo shall have a right to charge you cancellation fee of a minimum INR 20 upto the order value.

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.

Cancellations

  • As a general rule you shall not be entitled to cancel your order once you have received confirmation of the same. If you cancel your order after it has been confirmed, Dunzo shall have a right to charge you cancellation fee of a minimum INR 20 upto the order value.

Google Pay Offer T&C

Paytm Offer T&C

Amazon Pay Offer T&C

D4B Insurance Terms

Community Guidelines

We’re passionate about ensuring cities are accessible to everyone, everywhere. During COVID-19, our mission resonated louder and clearer. At Dunzo, we are committed to ensuring you have access to essentials, without leaving your house. We understand that you might have questions about how we’re navigating the COVID-19 epidemic. At Dunzo, we’re doing our best to ensure that we’re following all preventive measures, and your safety and wellbeing is prioritized, always.

For everyone in our community

The World Health Organisation recommends we all remember the ‘Five’

Please follow guidelines prescribed by WHO, Central Government, and local authorities. We can overcome this, but only if we do it together.

In light of COVID-19, we would like to take this time to put forth community guidelines for our users.

For our users

For your Partners

DUNZO FOR BUSINESS TERMS

THESE TERMS OF USE ("TERMS OF USE") ARE ELECTRONIC RECORD IN THE FORM OF AN ELECTRONIC CONTRACT FORMED UNDER THE INFORMATION TECHNOLOGY ACT, 2000 AND RULES MADE THEREUNDER AND THE AMENDED PROVISIONS PERTAINING TO ELECTRONIC DOCUMENTS/RECORDS IN VARIOUS STATUTES AS AMENDED BY THE INFORMATION TECHNOLOGY ACT, 2000. THESE TERMS OF USE DO NOT REQUIRE ANY PHYSICAL, ELECTRONIC OR DIGITAL SIGNATURES.

THESE TERMS OF USE ARE A LEGALLY BINDING DOCUMENT BETWEEN MERCHANT AND DUNZO (BOTH TERMS DEFINED BELOW). THESE TERMS OF USE SHALL GOVERN THE RELATIONSHIP BETWEEN THE MERCHANTS REGISTERED ON THE ‘DUNZO FOR BUSINESS’ PLATFORM (“MERCHANT” OR “YOU” OR “YOUR” OR “YOURSELF” OR “USER”) AND MANDATE THE TERMS ON WHICH THE MERCHANT AVAILS DUNZO SERVICES AND ACCESSES THE PLATFORM (BOTH TERMS DEFINED BELOW).

PLEASE READ THE TERMS OF USE CAREFULLY BEFORE USING THE PLATFORM, DUNZO SERVICES (BOTH TERMS DEFINED BELOW) AND THE DASHBOARD THAT GIVES YOU ACCESS TO INFORMATION RELATED TO THE DUNZO SERVICES (“B2B DASHBOARD”). BY ACCESSING THE B2B DASHBOARD OR ACCEPTING THE ELECTRONIC MAIL SENT TO YOU BY DUNZO (“DEFINED BELOW”) CONTAINING THESE TERMS OF USE, AS APPLICABLE, YOU ACCEPT THESE TERMS OF USE AND AGREE TO BE LEGALLY BOUND BY THE SAME. IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE DO NOT USE THE PLATFORM (DEFINED BELOW) OR AVAIL ANY DUNZO SERVICES (DEFINED BELOW) BEING OFFERED THROUGH THE PLATFORM (DEFINED BELOW).

DUNZO (DEFINED BELOW) RESERVES THE RIGHT TO CHANGE THESE TERMS OF USE FROM TIME TO TIME. IT WILL BE PRESUMED THAT MERCHANT HAS CONSENTED TO ANY SUCH CHANGES IF AND WHEN MERCHANT ACCESSES THE PLATFORM OR AVAILS DUNZO SERVICES (BOTH TERMS DEFINED BELOW). MERCHANT MAY DECLINE SUCH CHANGES BY DISCONTINUING ACCESS TO THE PLATFORM OR BY NOT AVAILING DUNZO SERVICES (BOTH TERMS DEFINED BELOW).

The B2B Dashboard, the website www.dunzo.com and the mobile application ‘Dunzo’ are technology platforms owned and operated by Dunzo Digital Private Limited (“Dunzo”), that enables the Merchant to connect with independent third-party logistics service providers (“Delivery Partner”) to pick up and drop off packages for the Merchant from one location to the other location through the Delivery Partner. All of such properties are collectively referred to as, the “Platform”. Dunzo merely acts as a technology platform which allows the Merchant to connect with the Delivery Partner. You hereby agree and acknowledge that the role of Dunzo is limited to operating and managing the Platform and providing Dunzo Services (Defined Below). You hereby further agree and acknowledge that Dunzo does not in any manner provide logistics service nor is the Delivery Partner an employee or an agent of Dunzo. The Delivery Partner is an independent third party logistics service provider.

Use of and access to the Platform, is offered to You upon the condition of acceptance of (i) these Terms of Use, (ii) any agreement signed by You with Dunzo (iii) the Privacy Policy available at https://dunzo.in/privacy, and (iv) any amendments made by Dunzo at its sole discretion and posted on the Platform from time to time.

PART A- GENERAL TERMS RELATING TO DUNZO SERVICES

1. General:

Dunzo Digital Private Limited, is a company incorporated under the laws of India, with its registered office at Unit No. 201, Smart Square No. 3/1, 2nd Floor, Indiranagar, 100 Feet Road, Bangalore-560038, Karnataka, India and having CIN: U74900KA2014PTC075256.

2. Registration:

3. Dunzo Services:

4. Merchant Information

5. Payment and Taxes

6. Insurance

You agree and acknowledge that You are solely responsible for the items that You get delivered using Pick Up and Drop off services through the Platform. Dunzo shall in no manner be responsible for any loss, theft or damage. However, Dunzo may from time to time facilitate Merchant availing insurance services from third party vendors and Merchant may at its sole discretion avail such insurance directly from a third party insurance provider. The details of such insurance are available at https://www.dunzo.com/terms#business_insaurance_terms. Dunzo disclaims any and all liability for any loss, theft or damage caused to the Merchant by availing the Pick Up and Drop Off Services irrespective whether Merchant chooses to avail an insurance or not.

7. Rating

PART B: SPECIFIC TERMS FOR DUNZO SERVICES

8. Cancellation

PART C: GENERAL TERMS OF USE

9. Non- Exclusive

Dunzo’s Services shall be provided to You on a non-exclusive basis.

10. Eligibility to Use

11. User Account, Password, and Security

In order to use the Platform and avail the Dunzo Services, You will have to register on the Platform in a manner as contained in the Clause 2 herein (“Account”). You will be responsible for maintaining the confidentiality of the Account information, and are fully responsible for all activities that occur under Your Account. You agree to immediately notify Dunzo of any unauthorized use of Your Account information or any other breach of security. Dunzo cannot and will not be liable for any loss or damage arising from Your failure to comply with this provision. You may be held liable for losses incurred by Dunzo or any other visitor to the Platform due to authorized or unauthorized use of Your Account as a result of Your failure in keeping Your Account information secure and confidential. Use of another Merchant’s Account information for using the Platform is expressly prohibited.

12. 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 the 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.

13. Representations and Warranties

14. Intellectual Property Rights

15. Disclaimer of Warranties & Liabilities

You expressly understand and agree that, to the maximum extent permitted by applicable law:

16. Indemnification and Limitation of Liability

17. Violation of the Terms of Use

You agree that any violation by You of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to Dunzo, for which monetary damages would be inadequate, and You consent to the Dunzo obtaining any injunctive or equitable relief that they deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies that the Dunzo may have at law or in equity. If Dunzo takes any legal action against You as a result of Your violation of these Terms of Use, Dunzo will be entitled to recover from You, and You agree to pay all reasonable attorneys’ fees and costs of such action, in addition to any other relief that may be granted.

18. 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 the Platform. These additional terms shall form a part of these Terms of Use, and You agree to comply with them when You participate in those promotions, or otherwise engage in activities governed by such additional terms.

19. Link to Third Parties

The Platform may contain links to other sites owned by third parties (i.e. advertisers, affiliate partners, strategic partners, or others). Dunzo shall not be responsible for examining or evaluating such third party websites, and Dunzo does not warrant the products or offerings of, any of these businesses or individuals, or the accuracy of the content of such third party websites. Dunzo does not assume any responsibility or liability for the actions, product, and content of any such third party websites. Before You use/access any such 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.

20. Term and Termination

21. Governing Law

These Terms of Use shall be governed by and constructed in accordance with the laws of India without reference to conflict of laws principles and disputes arising in relation hereto shall be subject to the exclusive jurisdiction of courts, tribunals, forum, applicable authorities at Bangalore.

22. Report Abuse

In the event You come across any abuse or violation of these Terms of Use or if You become aware of any objectionable content on the Platform, please report the same to the following e-mail id: support@duzo.in In case You have any queries with respect to the Terms of Use or the Dunzo Services, please write to Us at support@dunzo.in.

23. Communications

You hereby expressly agree to receive communications by way of SMSs and/or e-mails from Dunzo, or other third parties. You can unsubscribe/ opt-out from receiving communications through SMS and e-mail anytime by contacting us for the same. However, You may still receive communications from Your end with respect to Your use of the Dunzo Service.

24. General

Copyright © All rights reserved.