1. Zipping™ Logistics Platform.This User Agreement (“Agreement”) is between You, {{Company name}} or {{Contact Person name}}, (company/individual/firm/partnership/body corporate), together with any company or other business entity you are representing, if any (hereinafter collectively referred as “Merchant” or “you” or “User”); and Granthan Corpororasion, a company registered under the Companies Act, 1956, having its registered office at 429, Mahek Icon, Near Sumul Master Chef, Sumul Dairy Road, Surat 395008, offering ‘Logistics and Supply Chain Management Services, under the name ‘Zipping’ (hereinafter referred to as “we” or “Zipping” or “Company”, and together with the User referred jointly as the “Parties” and individually as a “Party”).

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    Type name: arrangement and background

    ARRANGEMENT AND BACKGROUND

    This Agreement comes into effect when you register to use the Services (as defined below) or click on the “Continue” box or by clicking on the check box mentioning terms and conditions or by clicking on accept button referred to as “Continue”, and accept the terms and conditions provided herein.

    By registering or clicking on the ‘Continue’ box, you signify your absolute, irrevocable, and unconditional consent to all the provisions of this Agreement in its entirety. This Agreement constitutes a legally binding agreement between you and ZIPPING. This Agreement defines the terms and conditions under which you’re allowed to use Zipping’s website (“Website”) and how ZIPPING will treat your account while you are a member. If you have any questions about our terms, feel free to contact us at [email protected]

    You are advised to read this Agreement carefully. You expressly represent and warrant that you will not avail of the Services if you do not understand, agree to become a party to, and abide by the terms and conditions specified below. Any violation of this Agreement may result in legal liability upon you.

    The Website/ Mobile App and the online/ offline services of ZIPPING or its affiliates provide access to a platform that facilitates a more comfortable form of e-commerce where you can use the logistics and other related services according to your requirements within India and in countries designated by ZIPPING from time to time (“Service(s)”).

    This Agreement, among other things, provides the terms and conditions for use of the Services, primarily through a web-based practice management software hosted and managed remotely through the Website/Mobile App.

    This Agreement is an electronic record in terms of Information Technology Act, 2000 and generated by a computer system, and does not require any physical or digital signatures. This Agreement is published in accordance with the provisions of Rule 3(1) of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publishing of the rules and regulations, privacy policy, and terms of usage for access or usage of the website/ service.

    ZIPPING reserves the right to modify the terms of this Agreement, at any time, without giving you any prior notice. Your use of the Service following any such modification constitutes your agreement to follow and be bound by the terms of the Agreement, as modified.

    Any additional terms and conditions, standard operating procedures (SOPs), service-level agreements (SLAs), terms of use, disclaimers, and other policies applicable to general and specific areas of this Agreement, Website, Mobile App, and/or Service shall be construed to form an integral part of this Agreement and any breach thereof will be construed as a breach of this Agreement.

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

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    Type name: terms and conditions

    1. USER ACCOUNT USAGE

    1.1 This Agreement is a master agreement that governs the relationship between the Parties in relation to one or more Services that are offered by ZIPPING to the User, inter-alia as per the terms and specifications mentioned in Annexure-A (Zipping Service Specifications). ZIPPING authorizes the User to view and access the content available on the Website/Mobile App solely for ordering, receiving, delivering, and communicating as per this Agreement. The contents of the Services, information, text, graphics, images, logos, button icons, software code, design, and the collection, arrangement, and assembly of content on the Website and Mobile App (collectively, “ZIPPING Content”), are the property of ZIPPING and are protected under copyright, trademark, and other laws. User shall not modify the ZIPPING Content or reproduce, display, publicly perform, distribute, or otherwise use the ZIPPING Content in any manner, without the consent of ZIPPING.

    1.2 User shall not transfer or share (including by way of sublicense, lease, assignment, or other transfer, including by operation of law) their log-in or right to use the Service to any third party. The User shall be solely responsible for the way anyone you have authorized to use the Services and for ensuring that all of such users comply with all of the terms and conditions of this Agreement. Any violation of the terms and/or conditions of this Agreement by any such use shall be deemed to be a violation thereof by you, towards which ZIPPING shall have no liability or responsibility.

    1.3 You agree that any information you give to ZIPPING will always be true, accurate, correct, complete, and up to date, to the best of your knowledge. Any phone number used to register with the Service be registered in your name and you might be asked to provide supporting documents to prove the same.

    1.4 You agree that you will not use the Services provided by ZIPPING for any unauthorized and unlawful purpose. You will not impersonate another person to any of the aforesaid.

    1.5 You agree to use the Services only for purposes that are permitted by (a) the terms of usage as outlined herein; and (b) any applicable law, regulation, and generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of goods, data or software to and from India or other relevant countries).

    1.6 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by ZIPPING unless you have been specifically allowed to do so in a separate agreement with ZIPPING.

    1.7 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

    1.8 You agree that you are solely responsible for (and that ZIPPING has no responsibility to you or to any third party for) any breach of your obligations under this Agreement and for the consequences (including any loss or damage which ZIPPING may suffer) of any such breach.

    1.9 You expressly acknowledge and agree that your use of the Services is at your sole risk and that the Services are provided “as is” and “as available”, and ZIPPING at its discretion, will provide any customization or modification.

    1.10 You agree that this Agreement and the Services of ZIPPING form a part of the subject to any modification or be removed by ZIPPING with change in government regulations, policies, and local laws as applicable.

    1. FEES AND PAYMENT

    2.1 Subject to the provisions of this Agreement, the User will pay ZIPPING the fees and other amounts set forth in this Agreement, or as otherwise agreed by the Parties.

    2.2 ZIPPING may add new services for additional fees and charges or may proactively amend fees and charges for existing services, at any time in its sole discretion. Fees stated prior to the services being provided, as amended at ZIPPING’s sole discretion from time to time, shall apply.

    2.3 If you purchase any subscription-based paid service, you authorize ZIPPING to charge you applicable fees at the beginning of every subscription period or at such intervals as applicable to the said service, and you authorize ZIPPING to make such modification to the fee structure as required and also agree to abide by such modified fee structure.

    2.4 The User agrees to pay all subscription fees, service fees, and other fees applicable to the User’s use of Services or any other services which are beyond the scope of the Services and/or this Agreement, and the User shall not (directly or indirectly) circumvent the fee structure.

    2.5 The User is solely responsible for payment of all taxes, legal compliances, and statutory registrations and reporting under applicable law. ZIPPING is in no way responsible for any of the User’s taxes or legal or statutory compliances.

    2.6 Unless otherwise specified, all fees shall be exclusive of taxes, and Goods and Service tax and other statutory taxes, as applicable, shall be levied on every purchase/Service.

    2.7 The payment process would be considered to be complete only on receipt of full fees and all other charges (as payable) into ZIPPING’s designated bank account or ZIPPING’s designated Payment gateway or via any other arrangement which shall be provided by ZIPPING either on its portal or by way of credit or debit notes as the case may be.

    2.8 If applicable, ZIPPING shall raise invoices for the Services thrice in a calendar month preferably every 10 days. The invoice shall be available on the billing section of the User’s dashboard on the ZIPPING platform.

    2.9 The User shall be required to clear the invoice within 7 (seven) days from the date of the invoice or date of submission of the invoice whichever is later. In case of prepaid users, invoices shall be adjusted against the amount of recharge done, and as per credit available in our accounting books, if any balance post adjustment remains to be outstanding the same shall be paid by the user within 7 days from the date of submission of the bill. For any clarity on bills, all requests shall be addressed to [email protected]

    2.10 If the User fails to pay the full invoice amount in accordance with the time period mentioned above, ZIPPING will have the right to (i) retain the amounts received from the end customer of the User through the cash on the delivery method (“COD Amount”), and/or

    (ii) retain the custody of the shipments of the User which are in the possession of ZIPPING logistics partner(s), and/or (iii) levy interest of 24% per annum from the due date of payment, till such time that the User makes an entire payment towards the invoice, and/or

    (iv) forfeit the security deposit amount of the User (if any) lying with ZIPPING. Without being prejudice to the above, the User hereby agrees that it shall become liable to pay the freight charges as soon as a shipment is picked up by the ZIPPING courier partner and that ZIPPING shall have a right to recover such freight charges from the User (for all the shipments which have been picked-up/shipped however which have not been invoiced) as per the various modes agreed under this Agreement, including but not limited to retaining the COD Amounts for the shipments of the User.

    2.11 In the event the User closes its account with ZIPPING, or this Agreement expires or is terminated, ZIPPING will deduct the Fees and the freight amounts due to it from the User, from the COD Amount. ZIPPING shall, thereafter, remit the remaining COD Amount after such deduction, within 30 (thirty) days from the date of such closure/expiration/termination, subject to reconciliation and completion of all the shipments and transactions pertaining to the User/his account. In the event, the COD Amount falls short of the outstanding amount payable by the User, the User shall within 5 (five) days from the date of such closure/expiration/termination pay the outstanding amount to ZIPPING, and until the payment of the entire outstanding amount, ZIPPING shall retain the custody of the shipments of the User which are in the possession of ZIPPING logistics partner(s). In the event of any delay in payment of an outstanding amount by the User (as required under this clause), ZIPPING shall have a right to levy interest of 24% per annum on the outstanding amount from the due date of payment till the date of actual payment and/or to forfeit the security deposit amount of the User (if any) lying with ZIPPING.

    2.12 Save as otherwise stated in this Agreement, for any claims by the User regarding non- connectivity of the shipment (i.e. where the user is claiming that the shipment has been picked up but not connected) – the signed copy of the manifest sheet of the pick up against the disputed shipment has to be submitted along with the claim request by the User within 3 (three) days from the pickup date. Without the signed manifest any such request shall not be considered valid.

    2.13 The User agrees that in case of shipments booked under Cash on Delivery (“COD”), ZIPPING logistics partner shall collect cash, as per the instructions of ZIPPING from the consignee as per the details mentioned on the COD order form and remit/reimburse the amount to ZIPPING which then forthwith would be reimbursed to the User. In this regard, the User agrees that ZIPPING shall have the right to deduct the freight charges from the COD Amounts received by ZIPPING, and then remit/reimburse the balance amount to the User. The User also understands that the amount mentioned on the label shall be collected at the time of delivery and it’s the user’s responsibility to check the content and information printed on the label before shipping. The shipped parcel shall be assumed that the information present on the label is correct.

    2.14 ZIPPING may, from time to time, in its sole discretion, provide/allocate a credit limit to the User for the Services, which can be used by the User within a specified time period. In this regard, the User hereby acknowledges and agrees to pay the service fees and all other amounts (payable by it pursuant to this Agreement), and in the event, User fails to timely pay the same, ZIPPING shall have an unconditional and irrevocable right, in addition to other rights and remedies available under this Agreement elsewhere, applicable law or otherwise, to recover the unpaid fees and amounts from the user inter alia by way of (a) retaining the COD Amounts; and/or (b) retaining the custody of the shipments of the User which are in the possession of ZIPPING logistics partner(s); and/or (c) forfeit the security deposit amount of the User (if any) lying with ZIPPING.

    2.15 ZIPPING reserves the right to modify the fee structure by providing a reasonable time prior notice, either by notice on your dashboard or through email to the authorized User, which shall be considered as valid and agreed communication. Upon the User not communicating any negative response/objection to ZIPPING to such notice, ZIPPING shall apply the modified Fee structure effective from the expiry of the said notice period.

    2.16 In order to process the fee payments, ZIPPING might require details of the User’s bank account, credit card number and other such financial information. Users shall be responsible to maintain the confidentiality of such information provided by Users.

    1. LIABILITY

    3.1 ZIPPING shall not be responsible or liable in any manner to the Users for any losses, damage, injuries, or expenses incurred by the Users as a result of any action taken by ZIPPING, where the User has consented for the same.

    3.2 ZIPPING does not provide or make any representation, warranty, or guaranty, express or implied about the Services. ZIPPING does not verify any content or information provided by Users and to the fullest extent permitted by law disclaims all liability arising out of the User’s use or reliance upon the Services.

    3.3 The Services of ZIPPING may be linked to the services of third parties, affiliates and business partners. ZIPPING has no control over, and not liable or responsible for content, accuracy, validity, reliability, quality of such services or made available by/through our Services.

    3.4 Notwithstanding anything contrary provided in this Agreement, in no event, including but not limited to negligence, shall ZIPPING, or any of its directors, officers, employees, agents or content or service providers (collectively, the “Protected Entities”) be liable for any direct, indirect, special, incidental, consequential, exemplary or punitive damages arising from, or directly or indirectly related to, the use of, or the inability to use, the Services or the content, materials, and functions related thereto, User’s provision of information via the Services, lost business or lost sales, even if such Protected Entity has been advised of the possibility of such damages. In no event shall the total aggregate liability of the Protected Entities to a User for all damages, losses and causes of action (whether in contract or not, including, but not limited to, negligence or otherwise) arising from the terms and conditions of this Agreement or a User’s use of the Services exceed, in the aggregate INR {{Insurance amount}} (Indian Rupees {{Insurance amount in words}}) only.

    3.5 In no event shall the Protected Entities be liable for failure on the part of the Users to provide agreed Services. In no event shall the Protected Entities be liable for any activity in relation to the Services provided to a User.

    3.6 The Protected Entities shall not be liable for any act or omission of any other person/ entity furnishing a portion of the Service, or from any act or omission of a third party, including those vendors participating in the Services, or for any unauthorized interception of your communications or other breaches of privacy attributable in part to the acts or omissions of the User or third parties, or for damages associated with the Service, or equipment that it does not furnish, or for damages that result from the operation of the User provided systems, equipment, facilities or services that are interconnected with the Service.

    3.7 ZIPPING shall be, in no manner liable to remit the Cash-on-Delivery (COD) that is to be received as payment by the User in case of forcible snatching of the delivery package. Such incidents/cases shall be the sole responsibility of the User and the User is liable to initiate actions to resolve such incidents, if any, on its own, including but not limited to legal processes.

    3.8 The User undertakes to resolve the disputes raised, if any, by the buyer(s) within a period of 48 hours from the raising of such dispute(s). Failure to do so shall enable/authorize ZIPPING to hold the COD remittance, till the time such dispute(s) is rectified by the User.

    1. INDEMNITY

    4.1 The User (“Indemnifying Party”) hereby agrees to indemnify, defend and hold ZIPPING, its affiliates, officers, directors, employees, contractors, sub-contractors, consultants, licensors, other third party service providers, agents and representatives (“Indemnified Party”) harmless from and against claims, demands, actions, liabilities, costs, interest, damages and expenses of any nature whatsoever (including all legal and other costs, charges and expenses) incurred or suffered (directly or indirectly) by the Indemnified Party, on account of: (a) Indemnifying Party’s access to or use of Services; (b) violation of this Agreement or any terms of use of the Services by the Indemnifying Party (and/or its officers, directors and employees); (c) violation of applicable law by the Indemnifying Party (and/or its officers, directors and employees); (d) wrongful or negligent act or omission of the Indemnifying Party (and/or its officers, directors and employees); (e) any third party action or claim made against the Indemnified Party, by reason of any actions undertaken by the Indemnifying Party (and/or its officers, directors and employees); and

    (f) any duties, taxes, octroi, cess, clearance charges, and any other charge/levy by whatsoever name called, levied on the shipments.

    4.2 The User undertakes to fully indemnify and hold the third party providing shipping and courier services (“Courier Company”) and Indemnified Party harmless in case of any breach of security procedures, breach of any term or condition of this Agreement, or breach of any applicable law, by the User (and/or its officers, directors, and employees) and/or by its customers.

    4.3 ZIPPING will notify the User promptly of any such claim, loss, liability, or demand, and in addition to the User foregoing obligations, the User agrees to provide ZIPPING with all reasonable assistance, at the User’s expense, in defending any such claim, loss, liability, damage, or cost.

    4.4 Each Party shall at all times and at its/his/her own expense: (a) strictly comply with all applicable laws, now or hereafter in effect, relating to its/his/her performance of this Agreement; (b) pay all fees and other charges required by such applicable law; and (c) maintain in full force and effect all licenses, permits, authorizations, registrations, and qualification from any authority to the extent necessary to perform its obligations hereunder.

    1. INTELLECTUAL PROPERTY RIGHTS

    5.1 The User acknowledges that the Intellectual Property rights in all the materials that have been developed by ZIPPING and provided to the User shall vest with ZIPPING.

    5.2 The User hereby agrees and acknowledges that the Intellectual Property rights in all the material created and developed by the User, including any material created and developed by the User for the performance of Services under the terms of this Agreement, shall vest with ZIPPING.

    5.3 All the Intellectual Property already developed and/or owned by each Party shall continue to vest with the concerned Party.

    5.4 The Parties recognize that all third-party Intellectual Property rights are the exclusive property of their respective owners.

    1. TERM AND TERMINATION

    6.1 This Agreement shall come into force on and from the date from which the User started procuring Services in any form or capacity, and shall remain in existence while the User is a user of any of the Services in any form or capacity until terminated by either Party in accordance with the provisions of this Agreement.

    6.2 The User can request for termination of the Agreement at any time with a 30 (thirty) day prior written notice subject to the provisions in the annexure for the Services undertaken. During this notice period, ZIPPING will investigate and ascertain the fulfillment of any ongoing Services and pending dues related to fees or any other amount payable by the User. The User shall be obligated to clear any dues with ZIPPING for any of its Services which the User has availed in accordance with this Agreement. ZIPPING shall not be liable to the User or any third party for any termination of User’s access to the Services.

    6.3 ZIPPING reserves the right to immediately terminate this Agreement in cases where:

    (a) the User breaches any terms and conditions of this Agreement;

    (b) ZIPPING believes in its sole discretion that the User’s actions may cause legal liability for such User or for ZIPPING or are contrary to the terms of use of the Services, or terms of this Agreement; and

    (c) ZIPPING deems fit for its own convenience, without providing any reason.

    6.4 Once temporarily suspended, indefinitely suspended, or terminated, the User shall not continue to use the Services under the same account, a different account, or re-register under a new account, unless explicitly permitted by ZIPPING. If it is found that the suspended user has opened a new account by any other name then ZIPPING shall have all rights to suspend the said account without any prior notice and may also withhold any cod remittance and shall forfeit the recharge balance.

    1. MISUSE OF THE SERVICES

    ZIPPING may restrict, suspend or terminate the account of any User who abuses or misuses the Services. Misuse includes creating multiple or false profiles, infringing any Intellectual Property rights, violating any of the terms and conditions of this Agreement, or any other behavior that ZIPPING, in its sole discretion, deems contrary to its purpose. In addition, and without limiting the foregoing, ZIPPING has adopted a policy of terminating accounts of Users who, in ZIPPING’s sole discretion, are deemed to be repeat infringers of any terms of use even after being warned by it.

    8 GOVERNING LAW AND DISPUTE RESOLUTION

    This Agreement shall be governed by the laws of India and subject to the Clause below, the courts of Aurangabad shall have exclusive jurisdiction to determine any disputes arising out of, under, or in relation, to the provisions of this Agreement.

    Any dispute arising under this Agreement shall be settled by arbitration to be held in Aurangabad in accordance with the (Indian) Arbitration and Conciliation Act, 1996, in the English language, and shall be heard and determined by a single arbitrator appointed by ZIPPING. The decision of the sole arbitrator shall be final, conclusive, and binding on the Parties. Notwithstanding the foregoing, nothing contained herein shall be deemed to prevent either Party from seeking and obtaining injunctive and/or equitable relief from any court of competent jurisdiction.

    9 FORCE MAJEURE

    9.1 Neither Party shall be liable for any failure or delay in performance of any obligation, under this Agreement to the extent that such failure or delay is due to a Force Majeure Event. The Party having any such cause shall promptly notify the other Party in writing of the nature of such cause and the expected delay.

    1. ENTIRE AGREEMENT, ASSIGNMENT, AND SURVIVAL

    10.1 This Agreement, the annexures, and any other documents entered into or delivered as contemplated in this Agreement herein set out the entire agreement and understanding between the Parties with respect to the subject matter hereof. Unless otherwise decided by ZIPPING, the annexures containing specific terms of use supersedes all general terms of the Agreement, previous letters of intent, heads of terms, prior discussions and correspondence exchanged between the Parties in connection with the Agreement referred to herein. Similarly, unless otherwise decided by ZIPPING, the SOPs/SLAs issued in furtherance to this Agreement shall supersede the provisions of this Agreement and of the annexures.

    10.2 This Agreement and the rights and obligations herein shall not be assigned by the User, without the written consent of ZIPPING.

    10.3 The provisions which are by their nature, intended to survive the termination of this Agreement, shall survive the termination of this Agreement.

    1. NO PARTNERSHIP OR AGENCY

    Nothing in this Agreement (or any of the arrangements contemplated herein) shall be deemed to constitute a partnership between the Parties hereto, nor, except as may be expressly provided herein, constitute any party as the agent of another Party for any purpose, or entitle any Party to commit or bind another Party in any manner.

    1. WAIVERS AND REMEDIES

    No failure or delay by the Parties in exercising any right or remedy provided by law under or pursuant to this Agreement shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy. The rights and remedies of the Parties under or pursuant to this Agreement are cumulative, may be exercised as often as such Party considers appropriate and are in addition to its rights and remedies under the general laws of India.

    1. SPECIFIC PERFORMANCE

    The Parties shall be entitled to seek and enforce specific performance of this Agreement, in addition to any other legal rights and remedies, without the necessity of demonstrating the inadequacy of monetary damages.

    1. INDIRECT AND CONSEQUENTIAL LOSSES

    Save as expressly provided otherwise in this Agreement, neither Party shall be liable under or in connection with this Agreement for any loss of income, loss of profits or loss of contracts, or for any indirect or consequential loss or damage of any kind, in each case howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.

    1. CONTACT INFORMATION

    15.1 If any User has any question, issue, complaint regarding any of our Services, please contact our customer service at [email protected]

    15.2 If a User has any questions concerning ZIPPING, the Services, this Agreement, or anything related to any of the foregoing, it can be reached at the following email address – [email protected] or via the contact information available from the following hyperlink www.Zippingxpress.com

    15.3 The User hereby agrees and provides his consent to receive communications, correspondences, updates, notifications, etc. from ZIPPING through email, SMS, Whatsapp, and any other mode as agreed by the Parties from time to time. The Parties agree that the said communications, correspondences, updates, notifications, etc. will be legally binding on them.

    15.4 Notwithstanding anything provided contrary in this Agreement, the User hereby agrees, provides his consent, and further authorizes ZIPPING to share his relevant details and documents (including but not limited to business/registered name(s), phone number(s), address(es), email id(s), bank account details, KYC documents, etc.) with the concerned judicial authority, court, police, complainant, etc. (as the case may be) in the event of a complaint been filed against the User or dispute been raised in relation to the shipment(s) made by the User.

     

     

    Type name: annexures to the agreement

    ANNEXURE A

    Zipping Service Specifications

    1. Scope of Services

    1.1 ZIPPING is the author and owner of its logistics software, hereinafter to be referred as “Zipping”, providing its Users an automated shipping panel services integrated with the courier partners. User agrees that ZIPPING has no role and responsibility in the actual delivery and shipment of the product, and ZIPPING provides a platform, for the Users to avail shipping services.

    1.2 The User agrees that the shipments shall be picked up by ZIPPING’s logistics partner from the Users’ locations as communicated to ZIPPING at the time of your sign up.

    1.3 The tracking number and logistics partner would be assigned by, an automated process based on the pickup and delivery pin code and type of shipment or as per courier partner selected by the user, as the case may be.

    1.4 Users shall provide/display prominently on the package the shipping label having full details of the order number, consignee details, product details, return address i.e. the shipping address and the gross value and collectible value (net value) to be collected in case of COD (Cash on Delivery) shipments. The Zipping backend panel platform from ZIPPING shall enable the User to take a print of the shipping label with all the details and the same shall be pasted on the package before the handover to the logistics partner happens.

    1.5 User shall agree that the shipment is handed over to the logistic partner on the behalf of ZIPPING in a tamper-proof packing of their brand/plain along with the COD/Prepaid order awb pasted on the shipment.

    1.6 The User will be solely responsible to comply with all statutory requirements (State and Central Laws/Statutes) applicable in relation to booking and sale of the shipments carried and delivered by the logistics partners of ZIPPING in pursuance of this Agreement.

    1.7 It is expressly understood by the Parties that ZIPPING is a mere service provider to the User and not in any other capacity whatsoever it may be called. It is further agreed to by the Parties that ZIPPING is not performing any activity or job of providing service on behalf of the User which is tantamount to seller or retailer and or stockiest/distributor. The complete activity performed by ZIPPING under this Agreement is based on specific instructions given by the User as part of the scope defined and from time to time.

    1.8 ZIPPING reserves the right to provide web-based (online) tracking solutions for all shipments through its logistics partners.

    1.9 You agree that ZIPPING’s logistics partner, at the time of receiving the shipments from the User, will use ‘Air Waybill’ provided to them by ZIPPING through its logistics management software Zipping. It is agreed between the Parties hereto that at all times for ZIPPING and its logistics partner, the ‘Consignor/ Shipper’ in the ‘Air Waybill’ shall be the User who is shipping the goods. It is clearly understood that ZIPPING’s liability, if any, and to the extent agreed herein, shall extend only to the User. The User shall be fully liable to its customers and neither ZIPPING nor any of their logistics partner shall have any direct or indirect connection/ relationship or responsibility/obligation to User’s customers, in any manner whatsoever.

    1.10 User must ensure the security of all shipments which have been picked up from its customers by ZIPPING’s logistics partners as per ZIPPING’s security procedures. User confirms that the User is fully aware of the items prohibited on ZIPPING or ZIPPING’s logistics partner network for carriage and undertakes that no such prohibited items of shipment shall be handed over to ZIPPING’s logistics partners for carriage by its customers.

    1. Obligation of the User

    2.1 You agree that the User shall be responsible for proper; tamper-proof and damage-proof packing of the products.

    2.2 You agree that you shall use good quality tapes, duly engraved with your trademark/name, etc., and not generic tapes for the packaging/sealing of the goods/shipments. In case generic (brown/plain) tapes are used in the packaging/sealing of the goods/shipments, ZIPPING shall have no responsibility of any kind, in case of pilferage/damaged/alteration/tapering/leakage, etc. of the goods/shipments. In such a scenario, the entire responsibility shall be of the User.

    2.3 User shall be ready with the packed order when the courier person comes to receive the shipment, all pick-ups should be logged before the cut-off time as directed by the customer support team of ZIPPING, and no pick up beyond the cut-off time of the logistics partner shall be possible. User agrees that they shall contact the Courier Company personnel for the pickup arrangements.

    2.4 User shall collect receipt(s) of the signed copy of the shipping manifest; it is the proof of handover of shipment to the courier companies.

    2.5 User shall strictly only use the automated system for generating the pickup and move the shipment only on the Airway Bill number generated from the Zipping administration panel provided during signup by the User for shipping services. If the user moves the shipment through the physical shipping docket or physical airway bill number – then damages of INR. 1000/- (Indian Rupees One Thousand) only shall be charged per airway bill number issued. In addition, the User shall not book/ship two or more shipments against a single AWB number, and any breach of this condition by the User (whether intentional breach or not) shall give a right to ZIPPING to claim the concerned expenses (including the freight amount of all the shipments) and liquidated damages of up to Rs. 10,000/- per incident/shipment (and applicable GST amount) from the User.

    2.6 User should properly paste and insert the invoice, in and on the package.

    2.7 User shall agree that the Service is only for locations already registered on User’s user panel

    i.e. the orders will be picked by the courier companies from only such locations that have been registered by the User.

    2.8 User shall agree that in case of a reverse pick up of orders (only national orders), it shall be your responsibility, in case a reverse pick-up is requested by the User the same shall be charged the applicable fixed fee, additional to the reverse freight charges which are equal to the delivery freight charges as mentioned in the proposal.

    2.9 User to agree that when a shipment comes back as RTO (return to origin) due to failure of COD, failed delivery, failure to pay any international charges such as customs, or any such similar levy/duty, or any other reason whatsoever, it is the User’s/User’s responsibility to change the status of the order to RTO received and intimate ZIPPING in with the Reverse Airway bill number. User agrees to make payment as applicable.

    2.10 User shall agree that you will not book / handover or allows to be handed over any good which is banned, restricted, illegal, prohibited, stolen, infringing of any third party rights, hazardous or dangerous, or in breach of any laws or contains any cash, jewelry (excluding artificial jewelry), gold, silver, diamond, platinum, precious metals, precious stones, currency, bullion, letters and financial and security instruments and ZIPPING shall not be liable for the delivery of any such products. Without prejudice to the generality of the aforesaid, an indicative list of the banned or prohibited products is given at Annexure-B. In the event User hands over or provides the aforesaid products to the Zipping then Zipping shall not be responsible and shall not be liable for any loss, damage, theft, or misappropriation of such products even if the service provider or delivery personnel has the knowledge of the same and even if such loss, damage, theft or misappropriation is caused due to any reason attributable to the service provider or delivery personnel. In addition, you shall not hand over counterfeit or fraudulent products/shipments to ZIPPING/its courier partner, failure of which will attract the consequences mentioned in Annexure-B. Further, the consequences of shipping dangerous goods through air mode, shipping non-essential items in Government prohibited areas, and disputed shipments/cases have been specified in Annexure-B.

    2.11 The User undertakes that in the event of any article/goods/shipment booked/handed over to it that falls within the category of the banned items or those described above, ZIPPING shall have no responsibility of any kind whatsoever, and the User indemnifies ZIPPING from any such issue arising out any booking/handing over of any article/goods/shipment during the existence of this Agreement. In addition to this, the User shall be liable to pay double the amount of penalty/damages/charges levied on ZIPPING by any third party (including the courier partner and Government authority/department) on account of shipping of goods in breach of this and/or the above clause. In addition, ZIPPING and the concerned courier company shall have the right to open the shipment/packaging thereof in case they believe that it is not in compliance with the provisions of this Agreement (including any breach of Clause 2.10).

    2.12 Shipments which cross national borders/ international shipments may be subject to customs clearance, in the destination country prior to delivery to the User. The User/customer is responsible for making sure goods shipped are acceptable for entry into the destination country. All charges for shipment to and return from countries where entry is not permitted shall be the User’s responsibility. A user also understands that POD maybe not be available for all the cross-national borders/ international shipments as the same may be routed by the courier partner through the local post (for e.g. shipments to the U.S.A by Aramex are delivered through the local post (USPS), for which POD is not available). Hence, ZIPPING shall not be held liable for any dispute in relation to the aspects mentioned in this Clause.

    2.13 User understands, agrees, and acknowledges that ZIPPING through its logistics partners is a mere bailee of the goods/products, cash and is not an insurer of the same. User hereby expressly and specifically waives all its rights and claims against ZIPPING and its logistics partners arising out of or in relation to the principles of insurance.

    2.14 In case of damaged/pilferage/tempered/pressed/leaked shipment, the receiver shall mention negative remarks on the POD copy to get a claim for the shipment. In the absence of any negative remarks on the POD copy clearly stating such damage/pilferage/tampering/pressing/leakage, no claim shall be entertained by ZIPPING at any point in time.

    2.15 Claims for any kind of damage/pilferage/tampering/leakage of the booked articles/goods/shipment shall be entertained only if the outer packaging done by the shipper is damaged/altered/tampered. However, if the outer packaging done by the shipper is intact and not tampered with, in such a case, no claim(s) for any damage/pilferage/tampering/leakage shall be entertained by ZIPPING.

    2.16 ZIPPING shall not entertain any dispute(s) regarding damage/pilferage/tampering/leakage/non- receipt of delivery/fake delivery shall be entertained by ZIPPING, after a period of 48 hours from the receipt/delivery of the said article/goods/shipment. Further, ZIPPING shall not entertain any request for providing the POD of a shipment, after a period of 72 hours from the delivery/RTO of the shipment.

    2.17 The User shall ensure that the correct and complete description of the destination/address, as well as all the relevant information/details and documents (including but not limited to the e-way bill number), are mentioned/provided by the User while booking/handing over a shipment. In case any incomplete/incorrect information or documents are provided by the User, the shipment may be returned from the origin and the shipping charges (both forward and RTO charges) shall be levied, in addition to any damages/taxes imposed by the statutory authorities, if any, in the transit of such shipment. Such charges shall be irreversible and no claim for the return of such charges shall be entertained by ZIPPING.

    1. Fees

    3.1 The User hereby agrees that the applicable shipping rate will be charged as per the current prevailing rate mentioned on the rate calculator or plan tab or mentioned in the plan shared by an authorized person of Zipping.

    3.2 ZIPPING reserves the right to apply other applicable charges over and above the shipping base rates and Zipping service charges like COD charges and other fees as on the live calculator link in the Users admin panel.

    3.3 ZIPPING has the right to make any changes in the rate mentioned on the live calculator link in the Users’ admin panel and prevailing.

    3.4 Goods and Service tax and other taxes are applicable as per taxation law.

    3.5 You agree that volumetric weight will be charged on {{LBH in cms for Air 5000 and Surface 4000}}. Freight is calculated on the basis of volumetric weight or actual weight whichever is higher. Dead/Dry weight or volumetric weight whichever is higher should be taken while calculating the rates.

    3.6 In case the declared weight differs and is less than the actual weight, then shipping charges will be revised to the actual weight. You may or may not be notified regarding such discrepancy in the weight (on the dashboard) and will be given sufficient time to either accept or reject the updated weight. In the event, you accept the updated weight the same will get billed, and if you reject the updated weight the same will not get billed until the matter is rectified/resolved. Further, in case you do not accept or reject the updated weight, the same will be auto accepted in 3 (three) working days’ time period. ‘Working Days’ in this clause shall mean days on which ZIPPING is open for business, other than Sunday, and days declared by ZIPPING as holidays.

    3.7 Remittance of COD amount would be made thrice every week.

    Please note: the remittance of the COD amount will be made as per the remittance cycle mentioned in the plan opted from the delivery date of the concerned shipment. However, the said COD amount will not be paid or will have to be refunded by the User (if already paid) for the shipments which were originally booked on COD, however, which were subsequently modified.

    In case the COD amount is already remitted to the User due to the wrong status (delivered) updated by the courier partner, the same amount shall be deducted from future COD payments. Further, in the event ZIPPING is not able to remit the COD amount to the User within a period of 60 days from the due date, due to any reason which is not attributable to ZIPPING (including incorrect bank details provided by the User), then the User hereby agrees to waive all its rights and claims against ZIPPING and its logistics partners arising out of or in relation to non-payment of the COD amount and ZIPPING shall have an unconditional right to forfeit such unclaimed COD amount after the expiry of said 60 days.

    Any queries in relation to COD remittance should be raised as a ticket on [email protected]

    3.8 For any claims by the User the signed copy of the manifest sheet of the pick up against which the courier company has received the shipment has to be submitted along with the claim request. Without the signed manifest the request shall not be considered valid.

    3.9 Said To Contain Basis & Inspection: It is expressly understood by and between the Parties that all products agreed to be delivered by ZIPPING or its logistics partners are on “SAID TO CONTAIN BASIS” i.e. ZIPPING or its logistics partners shall be under no obligation and is not expected to verify the description and contents of the products declared by the User on the docket and as such, the User shall undertake and ensure to make a proper, true, fair, correct and factual declaration on the docket regarding description and value of products. Further, ZIPPING is not responsible in any way whatsoever for the merchantability of the products.

    1. Terms of the Payment

    4.1 User shall agree to deposit an amount in their respective account to use our Services as per the prepaid model. This Clause 4 shall be applicable only in the case of pre-paid accounts.

    4.2 User agrees to recharge their account by clicking on “Buy Shipping Credit” and choose the amount according to your business needs and you can use this amount to ship through air and surface both.

    4.3 ZIPPING reserves the right to activate your account, once the shipping credit has been made by the User.

    4.4 User shall agree that the shipment weight, it will automatically get deducted from your credit weight. As per the norms of ZIPPING logistics, you will be charged a minimum of 0.5 kgs (or in multiples) for your air shipping. Please note that the weight charges applied by the courier companies may differ but however such charges shall be adjusted in/from your Zipping wallet limit on your Zipping account after pick up of the shipment.

    4.5 ZIPPING shall issue an invoice that will get auto-adjusted (if applicable) against the credit in your account as the following conditions:

    (I) If the invoice amount is more than the credit in your account

    User shall agree that in case where the invoice amount is more than the credit in your account, the freight invoice will be marked as unpaid and it will constantly get reflected in you panel and invoice history. If you fail to pay the invoice amount, then the shipping will be suspended. To continue using Zipping Services, you need to recharge your account for the unpaid invoice as well the new shipping limit.

    (II) If the invoice amount is less than the credit in your account.

    User shall agree that in the case where the invoice amount raised is less than the credit in your account, the freight invoice amount will be automatically adjusted from your credit (if not already adjusted) and shall be marked as paid. The User shall then continue using Zipping Services from the remaining credit amount. If as on the date of issuance of the invoice, the freight invoice amount has already been adjusted from the credit in your account, the invoice shall be generated with marked as paid.

    4.6 User shall agree that it will be your responsibility to verify the invoices and inform the Zipping within 5 (five) working days in case of any disputes regarding the contents of the invoice.

    4.7 For any claims by the User like wrong freight being applied, Cash on Delivery missing, pilferage, in-transit damage – the signed copy of the manifest sheet of the pick up against which the courier company has received the shipment has to be submitted along with the claim request. Without the signed manifest the request shall not be considered valid.

    4.8 If due to any reason (including but not limited to the reason of weight discrepancy), the balance amount of the User in the Zipping wallet becomes negative, then ZIPPING shall inter-alia have the right to hold/retain the COD Amounts for the shipments of the User.

    4.9 The credit balance in the Zipping wallet shall be available for booking shipments only for a period of 3 years from the last shipment date. In case, the User does not book any shipment for a continuous period of 3 years, then ZIPPING shall have an unconditional right to forfeit such credit balance in the Zipping wallet after the expiry of 3 years from the last shipment date.

    1. Returns/RTO of the Products

    5.1 ZIPPING reserves the right to return to the User, the products which are not accepted by the customer for any reason whatsoever, at the location(s) as specified by the User.

    5.2 ZIPPING reserves the right to apply the RTO (return to origin) charges same as the agreed shipping rates.

    5.3 User shall agree that the returns will be initiated by the logistics partners for all products which are not accepted by the customer for any reason whatsoever. You will ensure that such products are accepted at the location(s) specified by you and share the Airway bill number against which the shipment is returned to the User.

    5.4 In case of non-acceptance of the RTO shipment by the User or in case the User is not reachable for RTO shipment, ZIPPING reserves the right to levy suitable demurrage/incidental charges for extended storage of such products for any period exceeding 7 (seven) business days from initiation of the returns and up to 45 (forty-five) days from such date. In case of non-acceptance of the products beyond 45 (forty-five) days, ZIPPING has the right to dispose of such products and the User will forfeit all claims in this regard towards the Zipping also User will be required to pay charges for disposing of the product, along with all other charges (including demurrage/incidental charges). Further in such a case, ZIPPING shall inter-alia have the right to: (a) retain the COD Amounts of the defaulting User; and/or (b) retain the custody of the shipments of the defaulting User which are in the possession of ZIPPING logistics partner(s); and/or (c) forfeit the security deposit amount of the defaulting User (if any) lying with ZIPPING.

    1. Reverse Pickups

    6.1 “Reverse Pickup” means a collection of the products by ZIPPING from the customer’s address as specified by the User and the delivery of such products at a location mutually agreed between the Parties.

    6.2 User shall agree that in case of a reverse pick up of orders, it shall be your responsibility, in case a reverse pick up is requested by the User the same shall be charged as per the courier company charges only, additional to the reverse freight charges which are equal to the delivery freight charges as mentioned in the proposal.

    6.3 ZIPPING and ZIPPING’s logistics partners shall not be responsible for verifying the contents of the products handed over by the customer to its delivery personnel. The packaging of such products shall also be the sole responsibility of the customer. The packaging should be good enough to ensure no damage in transit. The sole responsibility of the contents of the packed consignment shall lie with the end customer. ZIPPING and ZIPPING’s logistics partners shall be, in no way, responsible for any shortage or damage of such consignments unless the same is caused solely due to the gross negligence of ZIPPING.

    6.4 It is the responsibility of the User/its customer that on receipt of the shipment initiated through the reverse pickup, share the AWB number on which the logistics partner has delivered the shipment.

    1. Liability for “Forward Delivery”

    7.1 Notwithstanding anything contrary contained in this Agreement, the maximum liability of ZIPPING per shipment will be INR as per agreed limited liability amount, in case of a claim under this Agreement (due to any reason including damage, loss, theft, etc.) by the User, provided that such claim is raised by the User within the timelines specified under this Agreement and, in any event, no later than thirty (30) days from the shipment pick update – failing which the User forfeits and waves its rights for such claim. Any claims by the User should be submitted within the specified time period along with a copy of the signed shipping manifest.

    In relation to the above, it is clarified that:

    (a) in case of a claim under this Agreement by the User (due to any reason including damage, loss, theft, etc.), ZIPPING shall only be liable to pay INR 5000 or the product value of the shipment, whichever is less, except in cases where ZIPPING has received a request from the User (within 7 days of the lost/damage declared date) for procuring certificate of facts (COF) from the concerned courier company. In such a case, ZIPPING shall only be required to arrange the COF from the concerned courier company, and will not be liable to pay any compensation to the User;

    (b) in relation to claims for damaged shipments, it is hereby clarified that the amount of compensation shall depend upon the quantum/percentage of damage as against the full product value of the shipment; and

    7.2 The User agrees that all claims relating to (i) damage to the shipment must be notified to ZIPPING in writing within forty-eight (48) hours of the delivery of shipment; and (ii) loss/theft of the shipment must be notified to ZIPPING in writing within thirty (30) days of the shipment pickup date.

    7.3 It is hereby informed and agreed that ZIPPING and/or its courier partner shall not be responsible for any damage to the shipments which include liquid items/products (including but not limited to liquid cosmetic and beauty products).

    1. Termination

    Zipping services stay active till 10 (ten) days from the date of the last unpaid invoice, the User shall be charged for the period for which the invoice has been raised. The User must request termination before the next billing cycle starts and/or the next invoice, is generated, or the cancelation request does not count. There is no pro-rated refund of the remaining service period in the current billing cycle.

    The customer can request for termination by simply writing an email to [email protected] with the following information and request of termination:

    o name of the User;

    o name of the store; and

    o reason for termination.

    ANNEXURE B

    Indicative List of Banned Products:

    Dangerous Goods:

    1. Oil-based paint and thinners (flammable liquids)
    2. Industrial solvents
    3. Insecticides, garden chemicals (fertilizers, poisons)
    4. Lithium batteries
    5. Magnetized materials
    6. Machinery (chain saws, outboard engines containing fuel or that have contained fuel)
    7. Fuel for camp stoves, lanterns, torches, or heating elements
    8. Automobile batteries
    9. Infectious substances
    10. Any compound, liquid, or gas that has toxic characteristics
    11. Bleach
    12. Flammable adhesives
    13. Arms and ammunitions
    14. Dry ice (Carbon Dioxide, Solid)
    15. Any Aerosols, liquids and/or powders or any other flammable substances classified as Dangerous Goods for transport by Air

    Restricted Items:

    1. Precious stones, gems, and jewelry
    2. Uncrossed (bearer) drafts/cheque, currency, and coins
    3. Poison
    4. Firearms, explosives, and military equipment.
    5. Hazardous and radioactive material
    6. Foodstuff and liquor
    7. Any pornographic material
    8. Hazardous chemical items

    Counterfeit or Fraud Products/Shipments:

    It is the policy of ZIPPING to conduct all business activities in compliance with the rules and regulations applicable to the industry and laws of India, with the highest ethical standards. In this regard, ZIPPING has a zero-tolerance policy with respect to counterfeit or fraudulent products/shipments (including products/shipments which are misrepresented in their origin or quality, or which are fake, cloned, duplicated, or likewise products/shipments).

    Accordingly, in the event ZIPPING believes that you or any of your customers are shipping/selling (or have shipped) counterfeit or fraud product/shipment (including any counterfeit electronic product, not limited to mobile phones, smartwatches, and likewise products), ZIPPING would inter-alia have the right:

    (i) to seize such product/shipment,

    (ii) to report the incident to the appropriate government authority/police station,

    (iii) to blacklist you/your customer from the trading/doing business with ZIPPING,

    (iv) to levy liquidated damages of up to Rs. 10,000 per counterfeit/fraud shipment (amount and counterfeit/fraud shipment to be decided by ZIPPING at its sole discretion) and applicable GST amount on said damages, on account of estimated legal expenses which will be spent by ZIPPING or actual expenses in case the actual amount exceeds the above threshold of Rs.10,000/-,

    (v) to levy liquidated damages of up to Rs. 1,00,000 (and applicable GST amount on said damages) on you/your customer (amount to be decided by ZIPPING at its sole discretion) on account of causing reputational and goodwill loss to ZIPPING,

    (vi) to levy/charge a “security deposit” of an appropriate amount (amount to be decided by ZIPPING at its sole discretion) from you so as to cover any future losses which ZIPPING may incur on account of counterfeit/fraud shipment made by you,

    (vii) to block/retain the entire COD amount of yours/your customer lying with ZIPPING/its courier partner,

    (viii) to seize all the products of yours/your customer lying with ZIPPING/its courier partner and also to dispose of such products (without any intimation to you) after a period of 90 days from the date of seizure; and/or

    (ix) to forfeit the entire security deposit amount lying with ZIPPING.

    Dangerous Goods through Air Mode:

    In the event ZIPPING believes that you are shipping (or have shipped) dangerous goods through air mode, then ZIPPING would inter-alia have the right to levy liquidated damages on you of Rs. 1,00,000 per shipment or the charges levied by the concerned courier company (along with the applicable GST amount), whichever are higher.

    Disputed Shipments/Cases:

    ZIPPING, in its sole discretion, shall have the right to levy damages/charges (along with the applicable GST amount) on you in relation to shipments/cases which have been disputed by the courier companies, your customers, or by any third party (including any governmental authority/department). The number of said damages/charges shall be decided by ZIPPING in its sole discretion and may vary from case to case.

    Shipping Non-Essential Items in Government Prohibited Areas

    In the event ZIPPING believes that you are shipping (or have shipped) non-essential items/products in the restricted/prohibited area (such as red and containment zone/area, as declared by the Central or the relevant State Governments of India), then ZIPPING would inter-alia have the right to levy a penalty or liquidated damages on you of Rs. 10,000 per shipment (along with applicable GST amount) on account of estimated legal expenses which will be spent by ZIPPING and for causing reputational and goodwill loss to ZIPPING, or the actual damages/losses/expenses in case the actual amount exceeds the above minimum threshold of Rs.10,000/-, as may be determined at the sole discretion of ZIPPING.