MERCHANT AGREEMENT

SHIPROCKET™ PLATFORM AND LOGISTICS MANAGEMENT SOLUTION

This Merchant Agreement (“Agreement”) is between you

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 BigFoot Retail Solutions Private Limited, a company registered under the
Companies Act, 1956, having its registered office at 81A, Road Number 41, Punjabi Bagh (West),
New Delhi 110026 and corporate office at Plot No B, Khasra-360, Sultanpur, M.G. Road, New
Delhi-110030, offering ‘Logistics Management Services’, under the name ‘Shiprocket’
(hereinafter referred to as “BFRS” or “we” or “Shiprocket” or “Company”, and together with the
User referred jointly as the “Parties” and individually as a “Party”).

BACKGROUND

This Agreement comes into effect when you register to use the Services (as defined below), or
click on “Continue” box, 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 BFRS. This Agreement defines the
terms and conditions under which you’re allowed to use the Shiprocket’s website (“Website”)
and Shiprocket’s mobile application (“Mobile App”), and how BFRS 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 the Services if you do not understand, agree to become a party to, and abide by all
of the terms and conditions specified below. Any violation of this Agreement may result in legal
liability upon you.

The Website/ Mobile App and the online/ offline services of BFRS or its affiliates, provides access
to a platform that facilitates more comfortable form of e-commerce where you can use the
logistics services according to your requirements within India and in countries designated by
BFRS 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.

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BFRS 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 BFRS.

1. USER ACCOUNT USAGE

1.1 This Agreement is a master agreement which governs the relationship between the
Parties in relation to one or more Services that are offered by BFRS to the User, inter-alia
as per the terms and specifications mentioned in Annexure-A (Shiprocket Service
Specifications). BFRS 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, "BFRS Content"), are the property
of BFRS and are protected under copyright, trademark and other laws. User shall not
modify the BFRS Content or reproduce, display, publicly perform, distribute, or
otherwise use the BFRS Content in any manner, without the consent of BFRS.

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 user shall be deemed to be a violation thereof by you, towards
which BFRS shall have no liability or responsibility.

1.3 Multiple users are not permitted to share the same/single log-in. You agree and
understand that you are responsible for maintaining the confidentiality of passwords
associated with any log-in you use to access the Services.

1.4 You agree that any information you give to BFRS 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.

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

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1.6 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).

1.7 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 BFRS, unless you have been specifically
allowed to do so in a separate agreement with BFRS.

1.8 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).

1.9 You agree that you are solely responsible for (and that BFRS 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 BFRS may suffer) of any such
breach.

1.10 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 BFRS at its discretion,
will provide any customization or modification.

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

2. FEES AND PAYMENT

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

2.2 BFRS 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 BFRS’s sole discretion from time to time,
shall apply.

2.3 If you purchase any subscription based paid service, you authorize BFRS 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 BFRS make such modification to the fee
structure as required and also agree to abide by such modified fee structure.

2.4 You agree that the billing credentials provided by you for any purchases from BFRS will
be accurate and you shall not use billing credentials that are not lawfully owned by you.

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2.5 The User agrees to pay all subscription fees, service fees and other fees applicable to 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.

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

2.7 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.

2.8 The payment process would be considered to be complete only on receipt of full fees and
all other charges (as payable) into BFRS’s designated bank account.

2.9 If applicable, BFRS shall raise an invoice for the Services and the freight amount (if
payable) twice in a calendar month (preferably in mid of the month and end of the
month). The invoice shall be available on the billing / payments section of the User’s
dashboard on BFRS platform.

2.10 The User shall be required to clear the invoice within 7 (seven) days from the date of the
invoice. Terms of payment for the pre-paid accounts have been specified in Clause 4 of
Annexure A.

2.11 If the User fails to pay the full invoice amount in accordance with the time period
mentioned above, BFRS will have the right to: (i) retain the amounts received from the
end customer of the User through the cash on delivery method (“COD Amount”), and/or
(ii) retain the custody of the shipments of the User which are in the possession of BFRS
logistics partner(s), and/or (iii) levy an interest of 18% per annum from the due date of
payment, till such time that the User makes entire payment towards the invoice, and/or
(iv) forfeit the security deposit amount of the User (if any) lying with BFRS. 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 BFRS courier partner, and that
BFRS 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.

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2.12 In the event the User closes its account with BFRS, or this Agreement expires or is
terminated, BFRS will deduct the Fees and the freight amounts due to it from the User,
from the COD Amount. BFRS shall, thereafter, remit the remaining COD Amount after
such deduction, within 10 (ten) days from the date of such
closure/expiration/termination, subject to reconciliation and completion of all the
shipments and transactions pertaining to the 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 BFRS, and until the payment of the entire outstanding amount, BFRS shall
retain the custody of the shipments of the User which are in the possession of BFRS
logistics partner(s). In the event of any delay in payment of outstanding amount by the
User (as required under this clause), BFRS shall have a right to levy an interest of 18%
per annum on the outstanding amount from the due date of payment till the date of actual
payment and/or to forfeit the security deposit amount of the User (if any) lying with
BFRS.

2.13 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.

2.14 The User agrees that in case of shipments booked under Cash on Delivery (“COD”), BFRS
logistics partner shall collect cash, as per the instructions of BFRS from the consignee as
per the details mentioned on the COD order form and remit/reimburse the amount to
BFRS which then forthwith would be reimbursed to the User. However, BFRS shall not
be held liable in case the COD amount has been delayed or misplaced by the courier
company. The User shall seek its claim, loss or any damages suffered from the courier
company directly, and in no way shall recover from BFRS or hold BFRS liable for the
same. In this regard, the User agrees that BFRS shall have the right to deduct the freight
charges from the COD Amounts received by BFRS, and then remit/reimburse the balance
amount to the User.

2.15 BFRS 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, BFRS 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 BFRS logistics partner(s); and/or (c) forfeit the
security deposit amount of the User (if any) lying with BFRS.

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2.16 BFRS reserves the right to modify the fee structure by providing a 30 (thirty) days’ 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 BFRS to such notice, BFRS shall apply
the modified Fee structure effective from the expiry of the said notice period.

2.17 In order to process the fee payments, BFRS might require details of 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.

2.18 You can cancel your access to the Services using any of the cancellation methods listed
in the Annexures or by contacting our customer support by email at
[email protected]. The one time set-up fees shall not be refunded to the User.

3. LIABILITY

3.1 BFRS 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 BFRS, where
the User has consented for the same.

3.2 BFRS does not provide or make any representation, warranty or guaranty, express or
implied about the Services. BFRS 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 BFRS may be linked to the services of third parties, affiliates and business
partners. BFRS 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 BFRS, 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 tort, 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 5, 000 (Indian Rupees Five Thousand) 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.

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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 BFRS 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 24 hours from the raising of such dispute(s). Failure to do so shall enable/authorise
BFRS to hold the COD remittance, till the time such dispute(s) is rectified by the User.

4. GENERAL REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other Party that:

(a) it has all necessary rights, powers and authority to enter into and perform this
Agreement; and

(b) the entrance and performance of this Agreement by it shall not violate any
applicable law and shall not breach any agreement, covenant, court order,
judgment or decree to which such Party or by which it is bound.

5. INDEMNITY

5.1 The User (“Indemnifying Party”) hereby agrees to indemnify, defend and hold BFRS, 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.

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5.2 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.

5.3 BFRS 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 BFRS with all
reasonable assistance, at the User’s expense, in defending any such claim, loss, liability,
damage, or cost.

6. COMPLIANCE WITH LAWS

6.1 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.

6.2 The User hereby agrees and acknowledges that it shall be responsible for all warranties
(whether express or implied) relating to the performance of Services, to the maximum
extent permissible under applicable law.

7. USE OF CONFIDENTIAL INFORMATION

7.1 Each Party may be given access to Confidential Information from the other Party in order
to perform its obligations under this Agreement. The Party that receives Confidential
Information shall be known as “Receiving Party”. The Party that discloses Confidential
Information shall be known as “Disclosing Party”.

7.2 The Receiving Party acknowledges that the Confidential Information is received on a
confidential basis, and that the Disclosing Party shall remain the exclusive owner of its
Confidential Information and of Intellectual Property rights contained therein. No
license or conveyance of any such rights to the Receiving Party is granted or implied
under this Agreement.

7.3 The Receiving Party shall:

(a) use the Confidential Information of the Disclosing Party only for purposes of
complying with its obligations under this Agreement and, without limiting the
generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit
or disclose such Confidential Information or any part thereof to any person or
entity or for any purpose whatsoever (or in any manner which would benefit any
competitor of the Disclosing Party) except as expressly permitted hereunder or
unless and until expressly authorized in writing to do so by the Disclosing Party;

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 (b) use reasonable efforts to treat, and to cause all its officers, agents, servants,
employees, professional advisors and contractors and prospective contractors to
treat, as strictly confidential all Confidential Information. In no event shall such
efforts be less than the degree of care and discretion as the Receiving Party
exercises in protecting its own valuable confidential information. Any
contractors engaged by or prospective contractors to be engaged by the Receiving
Party in connection with the performance of the Services shall be required to
assume obligations of secrecy equal to or greater than the obligations that the
Receiving Party has assumed in this Agreement with respect to the Confidential
Information;

(c) not, without the prior written consent of the Disclosing Party, disclose or
otherwise make available the Disclosing Party’s Confidential Information or any
part thereof to any party other than those of its directors, officers, agents,
servants, employees, professional advisors, contractors or prospective contractors
who need to know the Confidential Information for the purposes set forth herein;

(d) not copy or reproduce in any manner whatsoever the Confidential Information
of the Disclosing Party or any part thereof without the prior written consent of
the Disclosing Party, except where required for its own internal use in
accordance with this Agreement; and

(e) promptly, upon termination or expiration of this Agreement, return and confirm
in writing the return of all originals, copies, reproductions and summaries of
Confidential Information or, or at the option of the Disclosing Party, destroy and
confirm in writing the destruction of the Confidential Information (this sub-
clause being applicable only on the User).

7.4 Provided, however that nothing herein shall restrict in any manner the ability of either
Party to use or disclose Confidential Information owned by it in any manner whatsoever,
and the obligations of confidentiality herein shall apply to each Party only to the extent
that the Confidential Information or portion thereof is not owned by that particular
Party.

8. INTELLECTUAL PROPERTY RIGHTS

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

8.2 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 BFRS.

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

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

9. NON-SOLICITATION

The User agrees and undertakes that, during the term of this Agreement, and for a period
of 36 (thirty-six) months thereafter, it shall not directly or indirectly attempt in any
manner to solicit, any client/customer, or to persuade any person, firm or entity which is
a client/customer/supplier/vendor/partner of BFRS, to cease doing business or to reduce
the amount of business which any such client/customer/supplier/vendor/partner has
customarily done or might propose doing with BFRS.

10. TERM AND TERMINATION

10.1 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.

10.2 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, BFRS will investigate and ascertain the fulfilment 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 BFRS for any of its Services which
the User has availed in accordance with this Agreement. BFRS shall not be liable to the
User or any third party for any termination of User’s access to the Services.

10.3 BFRS reserves the right to immediately terminate this Agreement in cases where:

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

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

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

10.4 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 BFRS.

11. MISUSE OF THE SERVICES

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 BFRS 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 behaviour that BFRS, in its sole discretion, deems contrary to its purpose. In
addition, and without limiting the foregoing, BFRS has adopted a policy of terminating
accounts of Users who, in BFRS’s sole discretion, are deemed to be repeat infringers of
any terms of use even after being warned by it. In addition, BFRS may also restrict,
deactivate, suspend or terminate the account of any User upon the request/instructions
of BFRS courier partner.

12. GOVERNING LAW AND DISPUTE RESOLUTION

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

12.2 Any dispute arising under this Agreement shall be settled by arbitration to be held in
New Delhi in accordance with the (Indian) Arbitration and Conciliation Act, 1996, in
the English language, and shall be heard and determined by a sole arbitrator appointed
by BFRS, being Advocate Bhupinder Mehtani. 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.

13. SEVERABILITY & WAIVER

The invalidity or unenforceability of any provision in this Agreement shall in no way affect
the validity or enforceability of any other provision herein. In the event of the invalidity or
unenforceability of any provision of this Agreement, the Parties will immediately negotiate
in good faith to replace such a provision with another, which is not prohibited or
unenforceable and has, as far as possible, the same legal and commercial effect as that which
it replaces.

14. FORCE MAJEURE

14.1 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.

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14.2 If, however, it is not feasible for a Party to prevent the occurrence of the Force Majeure
Event as a result of which that Party is prevented from performing its obligation for more
than 30 (thirty) days due to such Force Majeure Event (“Aggrieved Party”), the other
Party may decide to release the Aggrieved Party from performing its obligation
hereunder or may modify the relevant provisions of this Agreement affected by the Force
Majeure Event so long as the Force Majeure Event continues, in order to enable the
Aggrieved Party to perform its other obligations hereunder as so modified. However, in
the event, Force Majeure Event continues for a period of more than 60 (sixty) days, the
Aggrieved Party may terminate this Agreement with a written notice to the other Party.

15. ENTIRE AGREEMENT, ASSIGNMENT AND SURVIVAL

15.1 This Agreement, the annexures and any other documents entered into or delivered as
contemplated in this Agreement herein sets out the entire agreement and understanding
between the Parties with respect to the subject matter hereof. Unless otherwise decided
by BFRS, 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 BFRS, the SOPs/SLAs issued in
furtherance to this Agreement, shall supersedes the provisions of this Agreement and of
the annexures.

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

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

16. 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.

17. 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.

18. SPECIFIC PERFORMANCE

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 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.

19. 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.

20. CONTACT INFORMATION

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

20.2 If a User has any questions concerning BFRS, 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.shiprocket.in/contact.

20.3 The User hereby agrees and provides his consent to receive communications,
correspondences, updates, notifications, etc. from BFRS through email, SMS, Whats-app
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.
20.4 Notwithstanding anything provided contrary in this Agreement, the User hereby agrees,
provides his consent and further authorizes BFRS 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.

21. DEFINITIONS AND INTERPRETATION

21.1 Definitions: In this Agreement, including in the recitals hereof, the following words,
expressions and abbreviations shall have the following meanings, unless the context
otherwise requires:

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 “Confidential Information” means, with respect to each Party, any information or trade
secrets, schedules, business plans including, without limitation, commercial information,
financial projections, client information, administrative and/or organizational matters of
a confidential/secret nature in whatever form which is acquired by, or disclosed to, the
other Party pursuant to this Agreement, and includes any tangible or intangible non-
public information that is marked or otherwise designated as ‘confidential’, ‘proprietary’,
‘restricted’, or with a similar designation by the disclosing Party at the time of its
disclosure to the other Party, or is otherwise reasonably understood to be confidential by
the circumstances surrounding its disclosure, but excludes information which: (i) is
required to be disclosed in a judicial or administrative proceeding, or is otherwise
requested or required to be disclosed pursuant to applicable law or regulation, and (ii)
which at the time it is so acquired or disclosed, is already in the public domain or becomes
so other than by reason of any breach or non-performance by the other Party of any of
the provisions of this Agreement;

“Force Majeure Event” includes act of God, war, civil disturbance, strike, lockout, act of
terrorism, flood, fire, explosion, epidemic/pandemic or legislation or restriction by any
government or other authority, or any other similar circumstance beyond the control of
any Party, which has the effect of wholly or partially suspending the obligations
hereunder of the Party concerned; and

“Intellectual Property” means any patent, copyright, trademark, trade name, service
mark, service name, brand mark, brand name, logo, corporate name, domain name,
industrial design, any registrations and pending applications thereof, any other
intellectual property right (including without limitation any know-how, trade secret,
trade right, formula, computer program, software, database and data right) and any
goodwill associated with the business.

21.2 Interpretation: Unless the context of this Agreement otherwise requires:

(a) heading and bold typeface are only for convenience and shall be ignored for the
purpose of interpretation;

(b) other terms may be defined elsewhere in the text of this Agreement and, unless
otherwise indicated, shall have such meaning throughout this Agreement;

(c) references to this Agreement shall be deemed to include any amendments or

modifications to this Agreement, as the case may be;

(d) the terms “hereof", “herein”, “hereby”, “hereto” and derivative or similar words
refer to this entire Agreement or specified Clauses of this Agreement, as the case
may be;

(e) references to a particular section, clause, paragraph, sub-paragraph or schedule,

exhibit or annexure shall be a reference to that section, clause, paragraph, sub-
paragraph or schedule, exhibit or annexure in or to this Agreement;

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(f) reference to any legislation or law or to any provision thereof shall include
references to any such law as it may, after the date hereof, from time to time, be
amended, supplemented or re-enacted, and any reference to statutory provision
shall include any subordinate legislation made from time to time under that
provision;

(g) a provision of this Agreement must not be interpreted against any Party solely on
the ground that the Party was responsible for the preparation of this Agreement
or that provision, and the doctrine of contra proferentem does not apply vis-à-vis
this Agreement;

(h) references in the singular shall include references in the plural and vice versa; and

(i) references to the word “include” shall be construed without limitation.

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 ANNEXURE A
Shiprocket Service Specifications

1. Scope of Services

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

1.2 The User agrees that the shipments shall be picked up by BFRS’s logistics partner from
the Users’ locations as communicated to BFRS 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.

1.4 Users shall provide/display prominently on package the shipping label having full details
of the order number, consignee details, product details, return address i.e. the shipping
address and the gross value and collectable value (net value) to be collected in case of
COD (Cash on Delivery) shipments. The Shiprocket backend panel platform from BFRS
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 to be handed over to the logistic partner on the behalf
of BFRS is in a tamper proof packing of their brand along with the COD order form 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 BFRS in pursuance of this Agreement.

1.7 It is expressly understood by the Parties that BFRS 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 BFRS is not performing any activity or job or providing service on behalf of
the User which is tantamount to seller or retailer and or stockiest/distributor. The
complete activity performed by BFRS 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 BFRS reserves the right to provide web based (online) tracking solutions for all shipments
through its logistics partners.

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1.9 You agree that BFRS’s logistics partner, at the time of receiving the shipments from User,
will use ‘Air Waybill’ provided to them by BFRS through its logistics management
software ShipRocket. It is agreed between the Parties hereto that at all times for BFRS
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 BFRS’s liability, if any, and to the
extent agreed herein, shall extend only to User. The User shall be fully liable to its
customers and neither BFRS 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 security of all shipments which have been picked up from its customers
by BFRS’s logistics partners as per BFRS’s security procedures. User confirms that the
User is fully aware of the items prohibited on BFRS or BFRS’s logistics partner network
for carriage and undertakes that no such prohibited items of shipment shall be handed
over to BFRS’s logistics partners for carriage by its customers.

1.11 User hereby agrees that it shall:

(a) not (directly or indirectly) use BFRS Services/Shiprocket platform while being in
the capacity of a reseller, OTC (over the counter) or franchise of any
courier/logistics company, including that of Blue Dart;

(b) use the Blue Dart account/services through Shiprocket platform only for
ecommerce sales related transactions; and

(c) not already hold a Blue Dart account, since you understand that BFRS is not
authorized to offer Blue Dart services to sellers who already hold Blue Dart
account.

In the event BFRS believes that you have breached any of the above provision, then BFRS
would inter-alia have the right to deactivate the Shiprocket account, retain the custody
of your shipments and to levy damages/charges (along with the applicable GST amount
and freight charges) of Rs. 1,00,000/- (Rupees One Lac only) per incident/shipment or of
such other amount as decided by BFRS in its sole discretion.

2. 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, BFRS 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.

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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 BFRS, 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 ShipRocket 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, User shall not book/ship two or more shipments against a single AWB
number or send multi packet shipments, and any breach of this condition by the User
(whether intentional breach or not) shall give right to BFRS to claim the concerned
expenses (including the freight amount of all the shipments) and liquidated damages of
upto Rs. 10,000/- per incident/shipment (and applicable GST amount) from the User.
However, this restriction shall not be applicable if the User has activated MPS (multi
packet shipments) services with BFRS.

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 which
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 BFRS in
with the Reverse Airway bill number. User agrees to make payment as applicable.

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2.10 User hereby agrees that it will not book / handover any good/shipment which is banned,
restricted, illegal, prohibited, stolen or infringing of any third party rights, or which
contains any cash, jewellery (excluding artificial jewellery), gold, silver, diamond,
platinum, precious metals, precious stones, currency, bullion, letters and financial and
security instruments, or any reactive, hazardous or dangerous items/goods which are in
breach of any applicable law or of any packaging/transportation guidelines of the
concerned courier partner; in which cases BFRS shall not be liable for the delivery of any
such products. Without prejudice to the generality of the aforesaid, an indicative list of
the dangerous and restrictive goods is given at Annexure-B.

2.11 In the event User hands over or provides the aforesaid goods/shipments to ShipRocket/its
courier partner, then ShipRocket/its courier partner shall not be responsible and liable
for any loss, damage, theft or misappropriation of such products even if service provider
or delivery personnel has the knowledge of the same and even if such loss, damage, theft
or misappropriation is caused due to any reason attributable to service provider or
delivery personnel. The User undertakes that in the event any article/good/shipment
booked/handed over by it falls within the category of the banned/illegal items or those
described above (including reactive, hazardous and dangerous goods which are in breach
of any applicable law or of any packaging/transportation guidelines of the concerned
courier partner), then the User agrees to indemnify BFRS and its courier partner for any
and all issues, losses and damages arising pursuant thereto. In addition, BFRS would inter-
alia have the right to retain the custody of such shipments (including opening and
inspecting of shipments) and to levy damages/charges (along with the applicable GST
amount and freight charges) of Rs. 1,00,000/- (Rupees One Lac only) per
incident/shipment or of such other amount as decided by BFRS in its sole discretion.

In addition, you shall not handover counterfeit or fraud products/shipments to BFRS/its

courier partner, failure of which will attract the consequences mentioned in Annexure-
B. Further, the consequences of shipping non-essential items in Government prohibited
areas and disputed shipments/cases have been specified in Annexure-B.

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. User also understands that POD
may be not be available for all the cross national borders/ international shipments as the
same may be routed by the courier partner through local post (for e.g. shipments to U.S.A
by Aramex are delivered through local post (USPS), for which POD is not available).
Hence, BFRS 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 BFRS 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 BFRS and its logistics
partners arising out of or in relation to the principles of insurance.

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

2.16 BFRS shall not entertain any dispute(s) regarding

damage/pilferage/tampering/leakage/non-receipt of delivery/fake delivery shall be
entertained by BFRS, after a period of 48 hours from the receipt/delivery of the said
article/goods/shipment. Further, BFRS 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 and valid GST invoice) 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 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 BFRS. Further, in case of breach of this clause, BFRS would inter-
alia have the right to levy damages/charges (along with the applicable GST amount) on
the User of Rs. 1,00,000/- (Rupees One Lac only) per shipment or of such other amount
as decided by BFRS in its sole discretion.

3. Fees

3.1 The User hereby agrees that the applicable shipping rate will be charged as per the
current prevailing rate mentioned on the live calculator link in Users admin panel.

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

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

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

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3.5 Volumetric weight is calculated LxBxH/5000 for all courier companies except for Fedex
Surface, Aramex, Fedex Surface Light and Gati Surface. In case of Fedex surface,
volumetric weight is calculated as LxBxH/4500, for Aramex, it is LxBxH/6000, for Fedex
Surface Light, it is LxBxH/4500 and for Gati Surface, it is LxBxH/4500 (length, breadth,
height has to be taken in Centimeters and divided by denominator, this will give the
value in Kilograms). Other charges like address correction charges if applicable shall be
charged extra. 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 actual weight. You will be notified regarding such discrepancy
in the weight (on the dashboard) and will be given 7 (seven) working days’ notice 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 7 (seven) working days’ time period.
‘Working Days’ in this clause shall mean days on which BFRS is open for business, other
than Saturday, Sunday and days declared by BFRS as holidays.

In the event BFRS believes that you are shipping (or have shipped) goods/shipments
wherein the declared weight differs and is less than the actual weight, then BFRS would
inter-alia have the right to retain the custody of such shipments and to levy
damages/charges (along with the applicable GST amount) on you of Rs. 1,00,000/- (Rupees
One Lac only) per shipment or of such other amount as decided by BFRS in its sole
discretion.

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

Please note: the remittance of the COD amount will be made within 8 days from the
delivery date of the concerned shipment. However, the said COD amount will not be
paid or will have to 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 which is already remitted to the User due to wrong status
(delivered) updated by courier partner, the same amount shall be deducted from future
COD payments. Further, in the event BFRS is not able to remit the COD amount to the
User within a period of 365 days from the due date, due to any reason which is not
attributable to BFRS (including incorrect bank details provided by the User), then the
User hereby agrees to waive all its rights and claims against BFRS and its logistics partners
arising out of or in relation to non-payment of the COD amount and BFRS shall have an
unconditional right to forfeit such unclaimed COD amount after the expiry of said 365
days.

Any queries in relation to COD remittance should be raised as a ticket on

[email protected].

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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 BFRS or its logistics partners are on “SAID TO
CONTAIN BASIS” i.e. BFRS 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 proper, true, fair,
correct and factual declaration on the docket regarding description and value of products.
Further, BFRS is not responsible in any way whatsoever for the merchantability of the
products.

4. Terms of Payment for Prepaid Accounts

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

4.4 User shall agree that with the shipment weight, it will automatically get deducted from
your credit weight. As per the norms of BFRS 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 Shiprocket wallet limit on your ShipRocket account after pick up of the
shipment.

4.5 BFRS shall issue an invoice which 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 ShipRocket 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.

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 User shall agree that in 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
ShipRocket Services from the remaining credit amount. If as on the date of issuance of
the invoice, freight invoice amount has already been the 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
ShipRocket 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 Shiprocket wallet becomes negative, then BFRS 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 Shiprocket 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 BFRS shall have an unconditional right
to forfeit such credit balance in the Shiprocket wallet after the expiry of 3 years from the
last shipment date.

4A. Terms of Payment for Secured Postpaid Accounts with Rolling Credit

4A.1 This Clause shall be applicable only in case of secured postpaid accounts with rolling
credit, and not for normal prepaid accounts.

4A.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.

4A.3 BFRS reserves the right to activate your account, once the shipping credit has been made
by the User. Thereafter, BFRS reserves the right to grant a rolling credit limit to the User
on the basis of shipment shipped by User. If required, the User may increase its credit
limit (over and above the limit granted by BFRS) by recharging its account/wallet.

4A.4 BFRS reserves the right to adjust the used credit limit amount from the upcoming
remittance of the User.

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4A.5 User shall agree that with the shipment weight, it will automatically get deducted from
your credit weight. As per the norms of BFRS 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 Shiprocket wallet limit on your ShipRocket account after pick up of
the shipment.

4A.6 BFRS shall issue an invoice which 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 your panel and invoice history. If you fail to pay the invoice amount, then the shipping
will be suspended. To continue using ShipRocket 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 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
ShipRocket Services from the remaining credit amount. If as on the date of issuance of
the invoice, freight invoice amount has already been adjusted from the credit in your
account, the invoice shall be generated with marked as paid.

4A.7 User shall agree that it will be your responsibility to verify the invoices and inform the
ShipRocket within 5 (five) working days in case of any disputes regarding the
contents of the invoice.

4A.8 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.

4A.9 If due to any reason (including but not limited to the reason of weight discrepancy), the
balance amount of the User in the Shiprocket wallet becomes negative, then BFRS
shall inter-alia have the right to hold/retain the COD Amounts for the shipments of the
User.

4A.10 The credit balance in the Shiprocket 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 BFRS shall have an unconditional right
to forfeit such credit balance in the Shiprocket wallet after the expiry of 3 years from the
last shipment date.

5. Returns/RTO of the Products

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5.1 BFRS reserves the right to returned 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 BFRS 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 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, BFRS 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, BFRS has the right to dispose such products and the User will forfeit all claims in
this regard towards the ShipRocket also User will be required to pay charges for disposing
the product, along with all other charges (including demurrage/incidental charges).
Further in such a case, BFRS 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 BFRS logistics partner(s); and/or (c) forfeit the
security deposit amount of the defaulting User (if any) lying with BFRS.

6. Reverse Pickups

6.1 “Reverse Pickup” means collection of the products by BFRS 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 BFRS and BFRS’s logistics partners shall not be responsible for verifying the contents of
the products handed over by the customer to it delivery personnel. The packaging of such
products shall also be the sole responsibility of the customer. The packaging should be
good enough to ensure no damage in transit. The sole responsibility of the contents of
the packed consignment shall lie with the end customer. BFRS and BFRS’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 BFRS.

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

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7. Liability for “Forward Delivery”

7.1 Notwithstanding anything contrary contained in this Agreement, the maximum liability
of BFRS per shipment will be INR 5000 (Indian Rupees Five Thousand) in case of a claim
under this Agreement (due to any reason including damage, lost, 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, not later than thirty (30) days from the shipment pick up
date - 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 the 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, lost, theft, etc.), BFRS shall only be liable to pay INR 5000 or the product
value of the shipment, whichever is less, except in cases where BFRS 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, BFRS
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 damage 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

(c) in case of claims pertaining to international shipments, the above mentioned liability
limit of Rs. 5,000/- per shipment shall not apply, and the liability of BFRS shall be
limited to the amount of compensation it will receive from the concerned courier
partner (based on their respective policy). For e.g. in case of any international
shipment through DHL, the User shall be compensated as per the following policy of
DHL (subject to any subsequent change by DHL):

• For DHL Packet Shipments: There is no compensation and/or standard

liability which is offered by DHL;

• For DHL Packet Plus: The compensation and/or standard liability in case of
shipment being lost or damaged, DHL offers shipment value or 40 Euros,
whichever is lower. However, no compensation is offered for shipments to
Canada; and

• DHL Parcel International Direct: The compensation and/or standard

liability in case of shipment being lost or damaged, DHL offers: (i) the
shipment’s declared value, (ii) 100 Euros, or (iii) 25 Euros per kilogram,
whichever is the lowest.

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

7.3 It is hereby informed and agreed that BFRS 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).

8. Termination

ShipRocket 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
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.

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 ANNEXURE B
Indicative List

Dangerous Goods:

a. Oil-based paint and thinners (flammable liquids)

b. Industrial solvents
c. Insecticides, garden chemicals (fertilizers, poisons)
d. Lithium batteries
e. Magnetized materials
f. Machinery (chain saws, outboard engines containing fuel or that have contained fuel)
g. Fuel for camp stoves, lanterns, torches or heating elements
h. Automobile batteries
i. Infectious substances
j. Any compound, liquid or gas that has toxic characteristics
k. Bleach
l. Flammable adhesives
m. Arms and ammunitions (including air guns)
n. Dry ice (Carbon Dioxide, Solid)
o. Any Aerosols, liquids and/or powders or any other flammable substances
classified as Dangerous Goods for transport by Air

Restricted Items:

a. Precious stones, gems and jewellery

b. Uncrossed (bearer) drafts / cheque, currency and coins
c. Poison
d. Firearms, explosives and military equipment.
e. Hazardous and radioactive material
f. Foodstuff and liquor
g. Any pornographic material
h. Hazardous chemical items

Counterfeit or Fraud Products/Shipments:

It is the policy of BFRS 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, BFRS has a zero tolerance policy with respect to counterfeit or fraud products/shipments
(including products/shipments which are misrepresented in their origin or quality, or which are
fake, cloned, duplicate or likewise products/shipments).

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

(i) to seize such product/shipment,

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

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(iii) to blacklist you/your customer from trading/doing business with BFRS,
(iv) to levy liquidated damages of upto Rs. 10,000 per counterfeit/fraud shipment (amount and
counterfeit/fraud shipment to be decided by BFRS at its sole discretion) and applicable GST
amount on said damages, on account of estimated legal expenses which will be spent by
BFRS or actual expenses in case the actual amount exceeds the above threshold of
Rs.10,000/-,
(v) to levy liquidated damages of upto Rs. 1,00,000 (and applicable GST amount on said
damages) on you/your customer (amount to be decided by BFRS at its sole discretion) on
account of causing reputational and goodwill loss to BFRS,
(vi) to levy/charge a “security deposit” of an appropriate amount (amount to be decided by BFRS
at its sole discretion) from you so as to cover any future losses which BFRS 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 BFRS/its courier
partner,
(viii) to seize all the products of yours/your customer lying with BFRS/its courier partner and
also to dispose 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 BFRS.

Disputed Shipments/Cases:

BFRS, 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 amount of said damages/charges shall be decided by BFRS in its sole
discretion and may vary from case to case.

Shipping Non-Essential Items in Government Prohibited Areas

In the event BFRS 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 BFRS would inter-alia have the right to levy
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 BFRS and for causing of
reputational and goodwill loss to BFRS, 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 BFRS.

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