MERCHANT AGREEMENT


This Merchant Agreement is executed in India.

BETWEEN: SoCoMo Technologies Private Limited, a company incorporated under the provisions of Companies Act, 2013 and having its registered office at Plot No.5, CDCL Building, Madhya Marg, Chandigarh - 160028, India, (email: legal@jugnoo.in) (hereinafter referred to as “Jugnoo Delivery”) which expression shall unless repugnant to the meaning or context thereof also mean and include its successors and permitted assigns;
AND : Merchant of Jugnoo Delivery.
Wherever the context so requires Jugnoo Delivery, and the Merchant are collectively referred to as the “Parties” and individually as “Party”.
WHEREAS:
  1. The Jugnoo delivery is engaged in arranging riders for delivery of goods on demand.
  2. The Merchant is inter alia engaged in the business of owning and operating Stores (as defined below) in India.
  3. The Merchant is desirous of availing the on delivery services (“Services”) offered by Jugnoo Delivery.
  4. Jugnoo Delivery has agreed to provide riders enrolled with Jugnoo delivery for delivery of goods as per the terms and conditions set out herein.

NOW THIS AGREEMENT WITNESSETH AND IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS UNDER:

DEFINITIONS

  1. “Agreement” shall mean this Merchant Agreement along its recitals, annexures, and schedules.
  2. “Calendar Month” means a month as named in the English calendar;
  3. “Customer” means users who make orders to Merchant;
  4. “Execution Date” means the date of execution of this Agreement;
  5. “Electronic Payment Mechanism” means the online and Mobile based payment mechanisms including the third party payment gateways, credit card/debit card/net banking transfer and/or e-wallets that are available for the purposes of facilitating the payment;
  6. “Goods” means the food and Beverages and other items which are sold by the Merchant.
  7. “Merchant” means the owner / operator of the Stores;
  8. “Order” means the Customer’s request placed with the Merchant for the purchase of Goods;
  9. “Order Payment Amount” means the amount payable by the Customer for the fulfillment/delivery of an Order;
  10. “Problem Order” means an Order that has not been paid of Customer after delivery or otherwise not complied with by the Merchant;
  11. “Services” means on demand delivery services in capacity of an aggregator with some pre-defined SLAs as laid out from time to time.

MERCHANT’S OBLIGATIONS:

  1. to ensure that the information provided to Jugnoo Delivery, regarding merchant’s address, pick up address, phone number, contact person, bank details etc. are correct and accurate;
  2. to ensure that the Goods provided to Customers are:
    1. of high merchantable and acceptable quality and fit for human consumption and free of defects and harmful or illegal substances;
    2. comply with all applicable laws and/or the rules, standards and guidelines issued thereunder, including but not limited to preparation, packaging and labeling requirements.
  3. Merchant and delivering party shall be responsible for the fulfillment and delivery of Orders to Customers. Jugnoo Delivery shall do its best endeavors to facilitate successful delivery of products. In addition, Jugnoo Delivery shall provide relevant data for tracking and fulfillment of delivery status.
  4. The Merchant shall use its best endeavors to redress the Customer’s complaints referred by riders of Jugnoo Delivery to the Merchant or made by the Customer directly, in respect of the (i) quality, quantity and/or taste of the Goods; (ii) delivery of the Orders. Jugnoo Delivery will not be required to resolve any Customer Complaints.
  5. Merchant acknowledges and agrees that it will be exclusively responsible for delivering the Goods to the Customers (in the manner prescribed under this Agreement and/or the Order receipt).
  6. It is clarified that the Merchant will be responsible for providing an invoice that will be accompanied with each order. The said invoice will be exclusive of taxes, as applicable.

2. For the avoidance of doubt it is hereby expressly clarified that Jugnoo Delivery shall not be responsible or liable to the Customer for the (i) quality of the Goods; and/or (ii) processing of the Orders that have been placed by the Customers with the Merchant. The Merchant acknowledges and agrees that he will be exclusively responsible and liable to the Customer for the (i) quality of the Goods; and/or (ii) processing of the Orders that have been placed by the Customers.

3.The Merchant acknowledges and agrees that while Jugnoo Delivery will use its best endeavours to deliver the product, it is the ultimate responsibility of the Merchant to determine whether an Order is erroneous or not. In the event of an Problem Order, the Merchant undertakes to report such an erroneous Order to Jugnoo Delivery for Jugnoo Delivery action and investigation. For clarification of doubt, an erroneous order means an order that may be specified in wrong quantity or its order details incorrect.

JUGNOO DELIVERY RIGHTS AND OBLIGATIONS:
Jugnoo Delivery undertakes to transmit the Orders placed by the Customer through personal enrolled on panel of Jugnoo delivery.

Payments Mechanism:

  1. The goods shall be delivered to the customer by the merchant through the riders enrolled with jugnoo delivery app. The Merchant shall recover the payments inclusive of cost of goods, taxes and delivery charges from the customer.
  2. The delivery charges so recovered shall be as per the Annexure ‘A’ and such recovery by merchant is on behalf of jugnoo delivery as pure agent.
  3. The Merchant is under no obligation to make payment of any nature to Jugnoo delivery, except the payments recovered towards delivery charges as pure agent.
  4. The jugnoo delivery shall raise a reimbursement invoice to merchant to get the payments collected from customer on behalf of Jugnoo delivery. The merchant shall release the payment on receipt of reimbursement invoice.

Taxes:
Notwithstanding anything to the contrary herein, the Merchant is, and will be, responsible for all taxes, payments, fees, and any other liabilities associated with the computation, payment, and collection of taxes in connection with customer Orders. The Merchant shall be solely responsible for verifying amounts collected, filing the appropriate tax returns, and remitting the proper amount to the appropriate taxing authorities. Taxes shall include tax due in relation to the sale of Goods, including pick-up and delivery services (if applicable), by the Merchant. Jugnoo Delivery will not be liable for payment of any taxes that the Merchant is under the applicable law and this Agreement liable to pay in connection with the Goods and Services which shall be provided by the Merchant to the Customers in accordance with the terms of this Agreement and that the Merchant hereby undertakes to indemnify, defend and hold harmless, Jugnoo Delivery and each of its affiliates and (as applicable) all of their directors, officers employees, representatives and advisors against any tax liability that may arise against Jugnoo Delivery on account of the non-payment of Taxes by the Merchant under this Agreement.

License:

  1. Merchant grants to Jugnoo Delivery an unrestricted, non-exclusive, royalty-free license in respect of all Information provided to Jugnoo Delivery by the Merchant for the purposes of inclusion on the Application and as may be otherwise required under this Agreement.

Confidentiality:
Both Parties agree that they shall hold confidential and not disclose to any third parties, including but not limited to any proprietary information, customer data, business strategies, pricing, revenues, expenses, information pertaining to the Order or any other information pertaining to the business of either Party and not available in the public domain (“Confidential Information”). The recipient of the Confidential Information must take all steps and do all things as may be reasonably necessary, prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the disclosing party. The Parties agree that Jugnoo Delivery may share any Confidential Information of the Merchant with third parties, in the event such disclosure is required for the by any government authorities.
Notwithstanding, anything contained in this Agreement, neither Party shall be held liable for breach of this clause, in the event:

  1. the Confidential Information is available in the public domain; and/or
  2. a Party is required to make any Confidential Information available to any person by an order, decree or judgment of a court of law or for any request made under applicable laws by any government authority.

Warranty and Indemnity:

  1. Each Party represents and warrants to the other that it is under no contractual or other restrictions or obligations which are inconsistent with the execution of this Agreement, or which will interfere with the performance of its Services/duties as detailed under this Agreement. Each Party represents and warrants that the execution and performance of this Agreement will not violate any policies or procedures of any other person or entity for which it performs services or has obligations concurrently with those performed herein.
  2. Merchant represents and warrants that if the Merchant or any of its Stores ceases to do business, closes operations for a material term or is otherwise unable to offer services to Customers it will inform Jugnoo Delivery promptly.
  3. Merchant represents and warrants that it will not offer for sale any potentially hazardous food, alcoholic beverage, tobacco product, or any other item prohibited by law. Further, the Merchant represents and warrants that it has all the necessary and required licenses to sell the Goods.

Term and Termination:
The term of this Agreement shall subsist unless terminated (email to suffice) unless terminated by either party.

Limitation of Liability:
For the purposes of this clause, “Liability” means liability in or for breach of contract, negligence, misrepresentation, tortious claim, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Agreement, including liability expressly provided for under this Agreement or arising by reason of the invalidity or unenforceability of any term of this Agreement.

  1. Jugnoo Delivery excludes all responsibility and liability arising from or in connection with your access to, use of, or inability to access or use, the Services, and the liability of Jugnoo delivery is limited as per Annexure-B.

General:

  1. Governing Law and Dispute Resolution: This Agreement shall be governed by the Laws of India, for the time being in force and the courts of Chandigarh shall have the exclusive jurisdiction to preside over matters arising hereunder. Parties shall first endeavor to resolve their disputes amicably within fifteen (15) days from the date on which the dispute was first notified. Failing which, the dispute shall be referred to arbitration. Any dispute or difference whatsoever arising out of or in connection with this Agreement shall be submitted to arbitration in Chandigarh, in accordance with Indian Arbitration Rules. Number of arbitrators shall be one, mutually decided by the parties.
  2. Waiver: The failure of either party to assert any of its rights under this Agreement, including, but not limited to, the right to terminate this Agreement in the event of breach or default by the other party, will not be deemed to constitute a waiver by that party of its right thereafter to enforce each and every provision in accordance with the terms of this Agreement.
  3. If any clause or term of this Agreement should be invalid, unenforceable, defective or illegal for any reason whatsoever, then the Parties shall negotiate in good faith to replace such clause with a clause which is valid, enforceable and legal but maintaining the essential provisions of that clause to the extent possible, provided that if the Parties should fail to reach agreement on such replacement clause, then the remaining terms and provisions of this Agreement shall be deemed to be severable therefrom and shall continue in full force and effect unless such invalidity, unenforceability, defect or illegality goes to the root of this Agreement.
  4. No third party rights: No term of this Agreement shall be enforceable by a third party.
  5. No assignment: The Merchant must not assign, transfer, charge or otherwise encumber, create any trust over or deal in any manner with this Agreement or any right, benefit or interest under it, nor transfer, novate or sub-contract any of Merchant’s obligations under it.
  6. Independent contractors: This Agreement does not create any agency, employment, partnership, joint venture, or other joint relationship. Jugnoo Delivery and the Merchant are independent contractors and neither has any authority to bind the other.
  7. Change of control: The Merchant acknowledges that the business and assets of Jugnoo Delivery may be sold in the future and consents to the transfer or disclosure of its personal Information and this Agreement to any purchaser of the business of Jugnoo Delivery or its assets if that outcome occurs.
  8. Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes and replaces all prior agreement and understanding.

Modification:
Unless otherwise agreed to herein, any modification to the terms of this Agreement shall mutually agree between the Parties in writing.


Annexure A
Payment mechanism

  1. The Merchant acknowledges and will provide the following payment mechanisms to the Customers for the payment of the Order Payment Amount:
    1. Cash on delivery;
    2. Electronic Payment Mechanism (credit card/debit card/net banking transfer and/or e-wallets).
    3. Cash on delivery payments will be returned to the Merchant if the order value exceeds Rs 1,000. For orders below Rs 1,000, the Merchant will be paid in advance.
  2. Jugnoo Delivery will provide the Merchant with an invoice (towards delivery cost and service fee) on a weekly basis on the Merchant’s registered email ID as well as on the Jugnoo Delivery App.
  3. The Parties acknowledge and agree that all amounts that are payable under this Agreement are exclusive of the applicable Taxes.
  4. That fares may be changed during festivals, bad weather and due to unavoidable circumstances.
  5. The above is subject to change and the Merchant will be intimated from time to time.


Annexure B
Limitation of Liability of Jugnoo Delivery

Jugnoo Delivery Liabilities:
Reason for non-compliance of Merchant Agreement. Meaning Amount to be Reimbursed to Merchant
Delay in Pick-up Pick-up is delayed post 15 minutes from the standard Pick-up time of 25 minutes. 40% of the Net amount of the product or Rs. 300, whichever is lesser.
Delay in Delivery Delivery is delayed without any genuine reason post 15 minutes from the standard Delivery time of 45 minutes for a distance of 4 Kms. 40% of the Net amount of the product or Rs. 300, whichever is lesser.
No Return of COD amount COD amount is not returned to the Merchant within 24hrs of collecting the COD amount from the customer. 100% of the Net amount of the product.
Non-delivery of parcel Biker has picked up the parcel, but has not delivered it at all. 100% of the Net amount of the product.
Damage of parcel Rider damages the parcel during transit and the customer refuses to take it. 40% of the Net amount of the product or Rs. 300, whichever is lesser.
Damage of delicate parcel Rider damages the delicate/fragile item like Cakes, anything made of glass, etc. and the customer refuses to take it. NA
Damage of badly packaged parcel Rider damages the parcel due to the parcel not being packaged properly. NA

Please Note: Jugnoo Delivery may change the the above liabilities at any time and the Merchant will be intimated for the same. The Terms & Conditions mentioned in the Agreement are only applicable for orders which have been placed via the Merchant App, Merchant Web Panel, or API integration and have been completed in real-time.