Terms and Conditions of Service

In these Terms and Conditions ("Terms"), unless the context otherwise requires, the following expressions shall bear the meanings assigned below, and cognate expressions shall be construed accordingly:

Interpretation:

These Terms constitute a legally binding agreement between the Customer and the Company within the meaning of Section 10 of the Indian Contract Act, 1872. By (i) issuing a booking request, purchase order or Service Order to the Company; (ii) tendering Cargo to the Company or its Sub-Contractor for carriage or storage; (iii) accessing or using the Platform; (iv) executing a Rate Contract, Booking Confirmation or Warehousing Agreement; or (v) making payment of any Freight or charges to the Company, the Customer acknowledges that it has read, understood and unconditionally accepted these Terms in their entirety.

Where the Customer is a body corporate, partnership firm, limited liability partnership, Hindu Undivided Family or other juristic entity, the individual accepting these Terms on its behalf represents and warrants that they possess valid authority to bind such entity, and the Company shall be entitled to rely conclusively on such representation without further enquiry.

These Terms apply to every Service availed by the Customer from the Company, whether such Service is procured through the Platform, telephonic booking, electronic mail, WhatsApp Business messaging, a field sales representative, or any other channel, and shall override any inconsistent or additional terms contained in the Customer's purchase order, work order or standard terms of business, unless the Company has expressly agreed in writing to the incorporation of such inconsistent terms.

Minors, undischarged insolvents, and persons of unsound mind, within the meaning of Section 11 of the Indian Contract Act, 1872, are not eligible to avail Services or accept these Terms, and the Company reserves the right to terminate any engagement entered into in contravention of this Clause without liability.

Subject to these Terms and the applicable Booking Confirmation, the Company shall provide such of the following Services as are agreed between the Parties:

The Company operates on an asset-light model and may perform the Services directly or through Sub-Contractors, including empanelled fleet owners, transporters, warehousemen and freight forwarders. The Company shall remain responsible to the Customer for the due performance of the Services in accordance with these Terms, without prejudice to the Company's right of recourse against the relevant Sub-Contractor.

The Company does not guarantee the availability of any specific vehicle type, warehouse capacity, or transit route, and reserves the right to substitute equivalent resources necessary to perform the Services, provided that such substitution does not materially prejudice the Customer.

Nothing in these Terms shall be construed as creating an obligation on the Company to accept any particular booking, and the Company reserves the right, acting reasonably, to decline any consignment that does not conform to its operational capability, Applicable Law, or these Terms.

The Customer shall:

The Customer shall be solely liable for any loss, damage, fine, penalty, detention charge, or third-party claim arising from inaccurate declaration, mis-description, concealment, or non-disclosure of information relating to the Cargo, and shall indemnify the Company in accordance with Clause 32.

Bookings may be placed through the Platform, by electronic mail, or through an authorised representative of the Company, and shall specify the origin, destination, Cargo description, weight, volume, packaging, requested pickup window and any special handling requirements.

A booking shall be deemed accepted only upon issuance of a Booking Confirmation by the Company. The Company reserves the right to accept, modify or decline any booking request, including on grounds of vehicle non-availability, incompatible Cargo, incomplete documentation, credit hold, or non-compliance with these Terms.

Rates quoted are indicative and subject to confirmation at the time of booking, and may vary based on actual weight, volume, distance, fuel price fluctuation, toll charges, detention, and other operational factors, unless otherwise fixed under a valid Rate Contract for the relevant period.

Cancellation of a confirmed booking by the Customer after vehicle placement or after commencement of loading shall attract cancellation charges as specified in the Booking Confirmation or Rate Contract, to compensate the Company for vehicle detention, empty running and Sub-Contractor commitments.

Any modification to a confirmed booking, including change of destination, Cargo quantity or vehicle type, shall be communicated in writing and is subject to acceptance by the Company, which may revise the Freight and delivery timelines accordingly.

Freight and all other charges shall be payable by the Customer in Indian Rupees, in accordance with the payment terms specified in the Booking Confirmation, Rate Contract, or invoice, and in the absence of specific agreement, shall be payable within seven (7) days of the date of invoice.

Payments shall be made by electronic bank transfer, RTGS, NEFT, UPI, or such other mode as the Company may specify, to the bank account designated by the Company in writing. Payment shall be deemed made only upon realisation of funds in the Company's designated account.

The Company shall be entitled to raise invoices on a per-consignment, weekly, fortnightly or monthly basis as agreed, and such invoices shall reflect Freight, applicable GST, TDS adjustments, detention charges, and any other agreed charges.

The Company reserves a general and particular lien over the Cargo and any documents relating thereto for all amounts due and payable by the Customer, and may withhold delivery until such amounts, together with applicable interest, are paid in full, without prejudice to any other remedy available to the Company.

All charges are exclusive of taxes, duties, cesses and levies unless expressly stated to be inclusive, and any such taxes, duties, cesses and levies shall be borne by the Customer in addition to the Freight.

The Company reserves the right to require advance payment, part-payment, or a security deposit prior to acceptance of Cargo, particularly for new Customers, high-value consignments, or Customers with an adverse payment history.

All Freight and charges are subject to Goods and Services Tax under the Central Goods and Services Tax Act, 2017, the applicable State/Union Territory Goods and Services Tax Act, and the Integrated Goods and Services Tax Act, 2017, at the rates prevailing from time to time.

The Company's GSTIN is 27AAECU0877G1Z5. The Customer shall furnish its correct and valid GSTIN, registered business address, and place of supply details at the time of booking, and the Company shall not be liable for any denial of input tax credit to the Customer arising from incorrect or incomplete details furnished by the Customer.

Where the supply of Services is subject to the reverse charge mechanism under Notification No. 13/2017-Central Tax (Rate) dated 28 June 2017, as amended, or any successor notification (including in relation to Goods Transport Agency services), the Customer, if a body corporate, factory, society, registered person or other specified recipient, shall discharge GST liability under reverse charge and shall indemnify the Company against any consequence of failure to do so.

The Company shall issue tax invoices, credit notes and debit notes in accordance with the GST Act and the rules made thereunder, and shall undertake reasonable compliance including e-invoicing where applicable. The Customer shall promptly report any discrepancy between the invoice and the corresponding entry reflected in its GSTR-2A/2B/2B statement, failing which the invoice shall be deemed accepted.

Any change in the rate of GST, cess, or other statutory levy occurring after the date of booking but prior to completion of Services shall be passed through to the Customer, and the Company shall not absorb any increase in tax burden arising from a change in Applicable Law.

Where the Customer is required to deduct tax at source under Section 194C or any other applicable provision of the Income-tax Act, 1961, in respect of payments made to the Company, the Customer shall deduct TDS strictly at the rate prescribed under Applicable Law and shall not deduct any amount in excess thereof.

The Customer shall deposit the TDS so deducted with the Central Government within the time prescribed under the Income-tax Act, 1961, and shall issue a valid TDS certificate (Form 16A) to the Company within the statutory timelines, and shall ensure that the deducted amount is duly reflected in the Company's Form 26AS / Annual Information Statement.

Any TDS deducted but not deposited, or deposited but not correctly reflected against the Company's Permanent Account Number (PAN: AAECU0877G), shall not be treated as discharge of the Customer's payment obligation to the Company, and the Company reserves the right to recover the shortfall directly from the Customer.

Where the Company is eligible for a lower or nil TDS deduction certificate under Section 197 of the Income-tax Act, 1961, and furnishes the same to the Customer, the Customer shall deduct TDS strictly in accordance with such certificate.

The credit period, if any, extended to the Customer shall be as specified in the Rate Contract or Booking Confirmation, and no credit period shall be deemed to apply in the absence of an express written agreement to that effect.

The Company may, at its sole discretion, grant, reduce, suspend or withdraw credit facilities at any time, based on the Customer's payment history, outstanding exposure, or general creditworthiness, and shall endeavour to provide reasonable prior notice of any material reduction in credit terms save in circumstances involving payment default.

Where the Customer qualifies as a "micro enterprise" or "small enterprise" and the Company is the supplier of Services within the meaning of the MSME Act, payments shall be made within the period agreed in writing, and in any event not later than forty-five (45) days from the date of acceptance of the Services, failing which the provisions of Section 16 of the MSME Act (concerning compound interest at three times the RBI bank rate) shall apply.

Non-adherence to the credit period by the Customer shall entitle the Company, without prejudice to other remedies, to suspend further Services, invoke interest under Clause 10, and/or exercise its lien under Clause 6.

Payments not received within the applicable credit period shall attract interest at the rate of eighteen per cent (18%) per annum, calculated on a daily basis from the due date until the date of actual realisation, without prejudice to the Company's other rights and remedies. Where the Customer is covered under the MSME Act, the interest provisions of Section 16 thereof shall apply in lieu of, or in addition to, the foregoing as may be more beneficial to the Company.

The Company shall use reasonable commercial efforts to perform the Services within the estimated transit time communicated at the time of booking; however, such estimated transit time is indicative only and does not constitute a guaranteed delivery timeline, save where expressly agreed in writing as a time-definite Express Logistics commitment with specified service-level remedies.

The Company shall not be liable for delay caused by traffic congestion, road conditions, weather events, regulatory checks, documentation deficiencies attributable to the Customer, strikes, bandhs, agitations, Force Majeure Events, or any other cause beyond its reasonable control.

Where a delay is directly and solely attributable to the Company's negligence, the Customer's remedy, if any, shall be limited to the service-level credits or liquidated charges expressly specified in the applicable Booking Confirmation or Rate Contract, and in the absence of such express provision, to the limitation of liability set out in Clause 18.

"Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected Party, including but not limited to: act of God; flood, earthquake, cyclone, storm or other natural calamity; fire or explosion; epidemic or pandemic; war, invasion, act of foreign enemies, hostilities, civil war, rebellion, terrorism or sabotage; strike, lockout, bandh or other industrial action (other than by the affected Party's own employees acting in breach of their obligations); riot, civil commotion or disorder; action, order, regulation or directive of any Governmental Authority, including curfew, lockdown, embargo or change in Applicable Law; road closure, bridge collapse or infrastructural failure not attributable to the Company; failure of third-party carriers, ports, or customs authorities beyond the Company's control; and any other event of a similar nature.

A Party affected by a Force Majeure Event shall be excused from performance of its obligations, other than payment obligations accrued prior to the Force Majeure Event, to the extent and for so long as performance is prevented, hindered or delayed by such event, provided that the affected Party (i) promptly notifies the other Party in writing of the occurrence and reasonably anticipated effect of the Force Majeure Event; and (ii) uses reasonable efforts to mitigate its effects and resume performance as soon as reasonably practicable.

If a Force Majeure Event continues for a continuous period exceeding sixty (60) days, either Party may terminate the affected Service or, where the Force Majeure Event affects the Agreement as a whole, terminate the Agreement, by written notice to the other Party, without liability save for accrued payment obligations up to the date of such Force Majeure Event.

For the avoidance of doubt, financial hardship or inability to pay shall not constitute a Force Majeure Event.

The Company shall inspect Cargo tendered for carriage or storage to the extent reasonably practicable, and may accept the same on an "as declared" or "said to contain" basis where the Cargo is packed, sealed or containerised such that visual inspection of contents is not feasible.

The Company reserves the right to reject, or accept subject to conditions (including additional charges), any Cargo that:

Acceptance of Cargo by the Company or its Sub-Contractor shall not constitute a representation as to the condition, quality, quantity or contents of the Cargo beyond what is externally visible, and any remarks recorded on the Consignment Note (such as "subject to count", "unexamined" or similar) shall be binding on the Customer.

Weighment and measurement conducted by the Company at the time of pickup or at its transshipment facilities shall, in the absence of manifest error, be conclusive for the purposes of Freight computation.

The Customer shall not tender, and the Company shall not be obliged to accept, the following categories of goods for carriage or storage, save with the Company's prior specific written consent and subject to such additional terms and charges as the Company may prescribe:

The Customer warrants that no Restricted Good shall be concealed within or declared as part of any other Cargo, and any breach of this warranty shall entitle the Company to refuse carriage, dispose of the Cargo in accordance with Applicable Law, report the matter to the appropriate authorities, and seek indemnification under Clause 32, without any liability to the Customer.

The Customer shall, prior to tender, disclose in writing the classification, UN number (where applicable), packing group, quantity and Material Safety Data Sheet (MSDS) for any Dangerous Goods, and shall ensure that such Dangerous Goods are packaged, labelled, marked and placarded in accordance with the Central Motor Vehicles Rules, 1989, the Explosives Act, 1884, and other Applicable Law governing the transport of hazardous materials.

The Company shall be entitled to require specialised vehicles, licensed drivers, statutory permits, and additional insurance for the carriage of Dangerous Goods, and to levy additional charges commensurate with the risk and regulatory burden involved.

The Customer shall be solely and exclusively liable for all loss, damage, injury, contamination, fine, penalty, clean-up cost, or regulatory action arising from the carriage of Dangerous Goods that were not disclosed, or were inaccurately disclosed, prior to tender, and shall fully indemnify the Company, its Sub-Contractors, and their respective personnel in respect thereof.

The Company reserves the right, without liability, to refuse, off-load, or safely dispose of any undisclosed Dangerous Goods discovered in transit or storage, at the Customer's cost and risk, and in accordance with Applicable Law.

The Customer shall be solely responsible for packing the Cargo in a manner adequate to withstand the ordinary risks of handling, loading, stacking, transportation and storage, having regard to the nature, weight, fragility and value of the Cargo and the mode of transport involved.

Packaging shall, at a minimum, conform to applicable Bureau of Indian Standards specifications (where prescribed for the relevant category of goods) and to the Company's packaging guidelines communicated to the Customer from time to time.

Loose, improperly secured, inadequately cushioned, or visibly damaged packaging may be noted as an exception on the Consignment Note, and the Company shall have no liability for loss or damage resulting from such inadequate packaging, irrespective of whether the exception was noted at the time of pickup.

Where the Company provides packing or crating services at the Customer's request, such services shall be subject to a separate scope and charge, and the standard of packaging shall be as mutually agreed and recorded in writing.

Save as expressly provided in this Agreement, all Cargo is carried, handled and stored at the Customer's risk as regards ordinary wear and tear, inherent vice, leakage, evaporation, natural shrinkage, and deterioration of a perishable nature, and the Company shall not be liable for loss or damage arising from such causes.

The Company shall exercise the standard of care expected of a professional carrier and warehouseman acting with reasonable skill and diligence, and shall be liable for loss of or damage to Cargo arising from the negligence of the Company, its employees or Sub-Contractors, subject always to the exclusions and limitations set out in this Agreement, including Clauses 11, 13, 14, 15 and 18.

The Company shall not be liable for loss or damage arising from: theft or pilferage not attributable to the Company's negligence; riot, strike or civil commotion; act or omission of the Customer, consignor or consignee; inherent defect or vice in the Cargo; inadequate packaging; Force Majeure Events; or seizure or detention by any Governmental Authority.

Risk in the Cargo shall pass to the consignee or the Customer's nominated recipient upon delivery in accordance with Clause 20, and the Company's responsibility shall cease upon such delivery.

The Company may, at the Customer's request and cost, arrange or facilitate transit insurance for the Cargo through a licensed insurer, subject to the terms, conditions, exclusions and deductibles of the relevant insurance policy, which shall be furnished to the Customer upon request. The Company acts merely as a facilitator in this regard and is not the insurer.

In the absence of a specific written request and payment of the applicable premium, the Company shall be deemed to carry no cargo insurance on behalf of the Customer, and the Customer is strongly advised to obtain and maintain adequate insurance cover, whether through the Company's facilitation or independently, commensurate with the value of the Cargo.

The Company shall maintain such statutory insurances as are required under the Motor Vehicles Act, 1988 (including third-party liability insurance for its owned fleet, where applicable) and shall require its Sub-Contractors to maintain equivalent statutory insurance in respect of vehicles engaged for the Services.

Any claim under a transit insurance policy facilitated by the Company shall be pursued by the Customer directly against the insurer, and the Company shall provide reasonable documentary assistance (such as the Consignment Note, delay/damage certificate and survey coordination) to support such claim, without assuming the position of insurer or guarantor.

Notwithstanding anything contained in this Agreement, and save in cases of proven wilful misconduct or gross negligence directly attributable to the Company, the Company's aggregate liability for any loss of or damage to Cargo, howsoever arising and whether in contract, tort (including negligence), statute or otherwise, shall not exceed the lower of:

Where the Customer has not declared a value for the Cargo, and no insurance has been arranged, the Company's liability shall be limited to the lower of the amount computed under Clause 18.1(iii) or such per-kilogram limitation as is customary in the Indian road transport industry and as may be specified in the Booking Confirmation.

In no event shall the Company be liable for indirect, incidental, consequential, special or punitive damages, including loss of profit, loss of business, loss of goodwill, loss of anticipated savings, or business interruption, even if the Company has been advised of the possibility of such damages.

Nothing in this Clause shall be construed to exclude or limit liability that cannot lawfully be excluded or limited under Applicable Law, including liability for death or personal injury caused by negligence, or liability arising under the Consumer Protection Act, 2019, in respect of a Customer qualifying as a "consumer" thereunder.

The limitations in this Clause shall apply cumulatively across all claims arising from a single Booking Confirmation or Consignment Note, and shall survive delivery, termination or expiry of this Agreement.

Any claim for loss of or damage to Cargo shall be notified by the Customer to the Company in writing:

A claim not notified within the timelines specified above shall be deemed waived, and the Company shall have no liability in respect thereof, save where such delay is attributable to circumstances beyond the Customer's reasonable control and the Company is not materially prejudiced thereby.

Every claim shall be accompanied by: the original or copy Consignment Note; commercial invoice evidencing the value of the Cargo; photographic evidence of damage, where applicable; a duly completed claim form; and such other documents as the Company may reasonably require to verify and process the claim.

The Company shall acknowledge receipt of a duly documented claim within seven (7) working days and shall endeavour to complete its investigation and communicate its determination within forty-five (45) days thereafter, subject to extension where third-party inputs (such as insurer surveys) are required.

No suit or legal proceeding shall lie against the Company in respect of any claim unless instituted within the limitation period prescribed under the Limitation Act, 1963, and unless the claims procedure set out in this Clause has first been exhausted, without prejudice to Clause 34 (Arbitration).

Delivery of Cargo shall be evidenced by a Proof of Delivery ("POD"), which may be in physical or electronic form, duly signed, stamped, or digitally acknowledged (including through OTP, e-signature, or the Platform) by the consignee or its authorised representative.

The POD shall record the date and time of delivery, the condition of the Cargo (including any exceptions or remarks noted by the recipient), and the identity of the person acknowledging receipt. A POD without adverse remarks shall be conclusive evidence, in the absence of fraud or manifest error, that the Cargo was delivered in good order and condition.

Where the consignee refuses acceptance, is unavailable, or the delivery address is inaccessible, the Company shall be entitled to:

Electronic PODs generated through the Platform shall be admissible as evidence in accordance with Clause 31 (Electronic Records) and shall carry the same evidentiary value as a physical, signed delivery document.

In respect of Cargo stored at the Company's or its Sub-Contractor's warehousing facilities, the Company shall act as a bailee within the meaning of Section 148 of the Indian Contract Act, 1872, and shall exercise the degree of care that a person of ordinary prudence would exercise over goods of the same bulk, quantity and value under similar circumstances, in accordance with Section 151 thereof.

The Company's liability as bailee shall be subject to the limitations set out in Clause 18, and shall not extend to loss or damage arising from inherent vice, natural deterioration, pest infestation not attributable to the Company's negligence, or events covered under Clause 11 (Force Majeure).

The Company shall maintain reasonable inventory records and shall conduct periodic stock reconciliation as agreed with the Customer. Any discrepancy identified during reconciliation shall be jointly investigated, and the Company's liability, if established, shall be subject to Clause 18.

Storage charges shall accrue from the date of receipt of Cargo at the warehouse until the date of dispatch or collection, and the Company shall be entitled to levy additional charges for value-added services such as labelling, kitting, quality checks, and order processing, as separately agreed.

The Company reserves a warehouseman's lien over stored Cargo for all unpaid storage and handling charges, and may withhold release of Cargo, or a proportionate part thereof, until such charges are paid in full.

The Customer shall be responsible for generating a valid E-Way Bill under Rule 138 of the Central Goods and Services Tax Rules, 2017, in respect of every consignment requiring the same, and shall furnish the E-Way Bill number and a copy thereof to the Company prior to or at the time of pickup.

Where the Company generates the E-Way Bill on the Customer's behalf as a value-added facilitation service, such generation shall be based entirely on the information and documents furnished by the Customer, and the Company shall bear no liability for inaccuracies arising from incorrect or incomplete information supplied by the Customer.

The Company shall not be liable for any detention, seizure, penalty, or fine imposed by GST or transport authorities arising from the Customer's failure to generate a valid E-Way Bill, expiry of the E-Way Bill validity period due to delay attributable to the Customer, or discrepancy between the E-Way Bill and the invoice/Consignment Note, and the Customer shall indemnify the Company in full for any such consequence, including under Clause 32.

The Customer shall promptly extend or regenerate the E-Way Bill where transit is delayed due to Force Majeure or other cause, and shall cooperate with the Company in providing updated documentation as required to avoid detention of the vehicle.

The Customer shall furnish, at or prior to tender of Cargo, all documents required for lawful carriage, storage and delivery, including: tax invoice; E-Way Bill; packing list; delivery challan; and, where applicable, import/export documentation such as bill of entry, shipping bill, certificate of origin, letter of credit, and any regulatory permits or licences (including under the Foreign Trade Policy, DGFT regulations, or sector-specific approvals).

For consignments involving Dangerous Goods or Restricted Goods (to the extent permitted under Clauses 13 and 14), the Customer shall furnish the additional documentation prescribed under Applicable Law, including MSDS, transport emergency cards, and requisite licences or NOCs.

The Company shall not be obliged to commence carriage, handling or storage in the absence of complete documentation, and any delay resulting from incomplete or inaccurate documentation shall not be attributable to the Company for the purposes of Clause 10.

The Customer warrants the genuineness, accuracy and legal validity of all documents furnished, and shall indemnify the Company against any loss, penalty, or liability arising from forged, fraudulent, incomplete or inaccurate documentation.

Each Party shall comply with all Applicable Law in the performance of its obligations under this Agreement, including labour laws, environmental laws, motor vehicle regulations, customs and foreign trade regulations, GST law, and anti-corruption laws (including the Prevention of Corruption Act, 1988).

The Company shall ensure that vehicles deployed for the Services carry valid registration certificates, fitness certificates, permits (national or state, as applicable), pollution-under-control certificates, and insurance, as required under the Motor Vehicles Act, 1988, and that drivers deployed hold valid and appropriate driving licences.

The Customer shall comply with all licensing, registration, and regulatory requirements applicable to its business and to the Cargo tendered, and shall not require the Company to act in any manner inconsistent with Applicable Law.

Each Party represents that it has not engaged, and covenants that it shall not engage, in any act of bribery, corruption, money laundering, or other unlawful conduct in connection with this Agreement, and that it shall promptly notify the other Party of any Applicable Law violation that comes to its knowledge in connection with the Services.

Nothing in this Agreement shall require either Party to act in a manner that would result in a violation of the Competition Act, 2002, including in respect of pricing arrangements, market allocation, or exchange of commercially sensitive information, and each Party shall independently determine its commercial terms in compliance with Applicable Law.

The Company processes Personal Data of the Customer, its representatives, consignors and consignees strictly in accordance with the Digital Personal Data Protection Act, 2023, the Information Technology Act, 2000, and the rules made thereunder, including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, to the extent applicable during the transition to the DPDP Act framework.

The Company shall act as a Data Fiduciary in respect of Personal Data collected directly from Data Principals for booking, delivery, invoicing, and Platform account purposes, and shall process such Personal Data only for the specified purpose for which consent has been obtained, or as otherwise permitted under Section 7 of the DPDP Act (including compliance with legal obligations).

The Company shall implement reasonable security safeguards to protect Personal Data against unauthorised access, use, disclosure, alteration or destruction, and shall notify the Customer and the Data Protection Board of India, as applicable, of any personal data breach in accordance with Section 8(6) of the DPDP Act.

Where the Customer furnishes Personal Data of third parties (such as consignees or warehouse personnel) to the Company, the Customer warrants that it has obtained all necessary consents required under Applicable Law for such disclosure and onward processing by the Company, and shall indemnify the Company against any claim arising from failure to obtain such consent.

Data Principals may exercise their rights of access, correction, erasure, and grievance redressal in accordance with the DPDP Act by writing to the Company's Grievance Officer at the registered office address specified herein. The Company shall retain Personal Data only for so long as necessary for the purpose for which it was collected or as required under Applicable Law (including accounting and tax retention requirements), and shall thereafter erase or anonymise such data.

The Company may transfer Personal Data outside India solely to the extent permitted under Section 16 of the DPDP Act and shall ensure that any such transfer is subject to adequate contractual safeguards.

Each Party shall treat as confidential all non-public commercial, technical, financial and operational information disclosed by the other Party in connection with this Agreement, including pricing, Rate Contracts, business plans, and Customer lists ("Confidential Information"), and shall not disclose the same to any third party save as permitted below.

Confidential Information may be disclosed:

Confidential Information excludes information that: is or becomes publicly available through no breach of this Clause; was lawfully in the receiving Party's possession prior to disclosure; is independently developed without reference to the Confidential Information; or is lawfully received from a third party without restriction.

The obligations of confidentiality under this Clause shall survive termination or expiry of this Agreement for a period of three (3) years, save in respect of trade secrets, which shall be protected for so long as they retain the character of a trade secret under Applicable Law.

All intellectual property rights in the Platform, the Company's trademarks (including "USETOO"), trade names, logos, software, algorithms, databases, documentation, and any proprietary tools, systems or methodologies used in the provision of the Services (collectively, "Company IP") are and shall remain the exclusive property of the Company or its licensors.

Nothing in this Agreement shall be construed as transferring or licensing any right, title or interest in the Company IP to the Customer, save for a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for availing the Services during the subsistence of this Agreement.

The Customer shall not reverse-engineer, decompile, disassemble, copy, modify, or create derivative works of the Platform or any Company IP, nor use the Company's trademarks or trade names without prior written consent, save for factual, non-disparaging reference to the commercial relationship.

The Customer retains ownership of all intellectual property in the Cargo and any data or content it uploads to the Platform, and grants the Company a limited licence to use such data solely for performance of the Services, internal analytics, and compliance purposes, subject to Clause 25 (Data Privacy).

Any feedback, suggestions, or improvements provided by the Customer in relation to the Platform or Services may be used by the Company without restriction or obligation to compensate the Customer, save where otherwise agreed in writing.

Use of the Company's website is subject to these Terms and any additional website-specific terms of use and privacy notice published thereon, which are incorporated herein by reference. The Company reserves the right to modify, suspend, or discontinue any feature of the website at any time without prior notice.

Users shall not use the website to: upload unlawful, defamatory, or infringing content; attempt unauthorised access to the Company's systems; introduce viruses, malware, or other harmful code; or engage in any activity that disrupts or impairs the website's functionality or security.

Information published on the website, including rate indicators, service descriptions, and blog content, is for general informational purposes only and does not constitute a binding offer, and shall not override the specific terms of a Booking Confirmation or Rate Contract.

The Company shall use reasonable efforts to maintain the availability and security of the website but does not warrant uninterrupted or error-free operation, and shall not be liable for any loss arising from website downtime, save where caused by the Company's gross negligence.

Use of the Company's mobile application(s) is subject to these Terms, the applicable end-user licence terms, and any permissions requested at the time of installation (such as location access for tracking purposes), which the Customer or its authorised users shall grant only to the extent necessary for availing the Services.

The Customer is responsible for maintaining the confidentiality of login credentials, OTPs, and account access details for the mobile application, and shall be liable for all activity conducted through its account, save where such activity results from the Company's proven negligence or a security breach attributable to the Company.

The Company shall be entitled to send transactional and service-related notifications, including booking confirmations, tracking updates, and payment reminders, through the mobile application, SMS, WhatsApp Business messaging, or e-mail, and the Customer consents to receipt of such communications for the duration of the commercial relationship.

The Company may update, patch, or discontinue the mobile application from time to time, and shall provide reasonable notice of any discontinuation that materially affects the Customer's ability to avail Services.

The Company may engage Sub-Contractors, including fleet owners, transporters, customs house agents, freight forwarders, warehousemen, and payment gateway or logistics-technology providers, for performance of the Services or ancillary functions, and may integrate third-party services (including mapping, payment, and communication APIs) into the Platform.

The Company shall exercise reasonable diligence in the selection and oversight of Sub-Contractors, but shall not be liable for any act, omission, insolvency, or default of a third-party service provider that is beyond the Company's reasonable control, save to the extent such liability is expressly assumed under Clause 3.2.

Where third-party services are subject to their own terms of use (such as a payment gateway's terms), the Customer's use of such third-party service shall additionally be governed by those terms, and the Company disclaims liability for the acts or omissions of such independent third parties save where arising from the Company's failure to exercise reasonable diligence in their selection.

The Vendor Marketplace facilitates connections between Customers and empanelled transport vendors; the Company conducts reasonable due diligence on empanelled vendors but does not guarantee the performance of any specific vendor, and the Customer's contractual relationship for the relevant transport service shall, where expressly stated, be directly with the empanelled vendor, subject to the Company's coordination role.

The Customer agrees that Booking Confirmations, invoices, Consignment Notes, PODs, notices, and other communications may be generated, transmitted, and stored in electronic form, and that such electronic records shall be valid, binding, and admissible in evidence in accordance with Sections 4 and 5 of the Information Technology Act, 2000, and the provisions of the Bharatiya Sakshya Adhiniyam, 2023, relating to electronic and digital records.

Electronic signatures, digital signatures, OTP-based authentication, and click-wrap or check-box acceptance mechanisms used on the Platform shall constitute valid execution and acceptance of the relevant document or Terms, to the same extent as a handwritten signature, in accordance with the Information Technology Act, 2000.

The Company shall maintain electronic records in accordance with its records-retention policy and Applicable Law, and shall make such records available to the Customer upon reasonable request for the purposes of reconciliation, audit, or dispute resolution.

Neither Party shall challenge the validity, enforceability, or admissibility of any electronic record generated in the ordinary course of business under this Agreement solely on the ground that it is in electronic form.

The Customer shall indemnify, defend, and hold harmless the Company, its directors, officers, employees, and Sub-Contractors from and against any and all losses, damages, liabilities, penalties, fines, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

The Company shall indemnify, defend, and hold harmless the Customer from and against direct losses, damages, and liabilities arising from the Company's proven gross negligence or wilful misconduct in the performance of the Services, subject always to the limitations set out in Clause 18.

The indemnified Party shall promptly notify the indemnifying Party of any claim giving rise to indemnification, shall reasonably cooperate in the defence thereof, and shall not settle or compromise any such claim without the indemnifying Party's prior written consent, such consent not to be unreasonably withheld.

The indemnities under this Clause shall survive termination or expiry of this Agreement.

This Agreement, and all matters arising out of or in connection with it (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of India, without reference to conflict of laws principles.

Any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement, including any question regarding its existence, validity, interpretation, breach or termination, which cannot be resolved through good-faith negotiation between the Parties within thirty (30) days of written notice of the dispute, shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, as amended, including by the Arbitration and Conciliation (Amendment) Act, 2021.

The arbitration shall be conducted by a sole arbitrator appointed by mutual agreement of the Parties; failing such agreement within thirty (30) days, the arbitrator shall be appointed in accordance with the Arbitration and Conciliation Act, 1996, including, where applicable, through an arbitral institution designated by the Company.

The seat and venue of arbitration shall be Mumbai, Maharashtra, India. The language of the arbitration shall be English. The arbitral award shall be final and binding on the Parties, subject to the limited grounds of challenge available under the Arbitration and Conciliation Act, 1996.

Nothing in this Clause shall preclude either Party from seeking urgent interim or injunctive relief from a court of competent jurisdiction in accordance with Section 9 of the Arbitration and Conciliation Act, 1996, pending constitution of the arbitral tribunal, or from approaching the tribunal under Section 17 thereafter.

The costs of arbitration shall be borne as determined by the arbitrator, who shall have the power to award costs, including reasonable legal fees, to the prevailing Party.

Subject to Clause 34 (Arbitration), the courts at Mumbai, Maharashtra, India shall have exclusive jurisdiction over any matter that is not required to be arbitrated, including applications under Sections 9 and 34 of the Arbitration and Conciliation Act, 1996, and enforcement of any arbitral award, and each Party irrevocably submits to such jurisdiction and waives any objection on grounds of inconvenient forum.

All notices, demands, or other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given if delivered by hand, sent by registered post with acknowledgement due, courier, or electronic mail, to the address of the recipient Party specified in the Agreement or last notified in writing.

Notices to the Company shall be sent to: Office No. 05, Pooja Complex, Hanuman Nagar, Bhayander East – 401105, Maharashtra, India, marked for the attention of the Managing Director, with a copy by electronic mail to the Company's registered contact e-mail address, and telephonic confirmation to +91 9152351616 / +91 9321213822 where urgency requires.

A notice shall be deemed received: if delivered by hand, at the time of delivery; if sent by registered post, five (5) days after posting; if sent by courier, two (2) days after dispatch; and if sent by electronic mail, at the time of transmission, provided no delivery-failure notification is received by the sender.

The Company reserves the right to amend, modify, or update these Terms from time to time, to reflect changes in Applicable Law, business practice, or operational requirements, by publishing the revised Terms on the Platform or by written notice to the Customer, and such amendment shall take effect from the date specified therein.

Continued use of the Services or the Platform following the effective date of any amendment shall constitute the Customer's acceptance of the amended Terms. Material amendments adverse to the Customer shall be notified with at least fifteen (15) days' prior notice, save where an immediate change is necessitated by Applicable Law.

No amendment to a specific Rate Contract, Booking Confirmation, or Warehousing Agreement shall be valid unless made in writing and signed (including by electronic signature) by authorised representatives of both Parties.

The Customer shall not assign, novate, or transfer any of its rights or obligations under this Agreement without the prior written consent of the Company, such consent not to be unreasonably withheld.

The Company may assign, novate, or transfer this Agreement, in whole or in part, to any affiliate, successor entity, or purchaser of all or substantially all of its business, or to a Sub-Contractor for operational performance (without releasing the Company from its obligations to the Customer save in the case of a full novation with the Customer's consent), upon written notice to the Customer.

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

If any provision of this Agreement is held by a court or arbitral tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from the remainder of the Agreement, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

The Parties shall, in good faith, negotiate a replacement provision that most closely reflects the original commercial intent of the severed provision, to the extent legally permissible.

The provisions of this Agreement that by their nature are intended to survive termination or expiry, including Clauses 6 (Payment Terms), 9 (Credit Period), 10 (Delay and Interest), 17 (Insurance) (in respect of claims arising prior to termination), 18 (Limitation of Liability), 19 (Claims Procedure), 21 (Warehouse Liability) (in respect of Cargo not yet released), 25 (Data Privacy), 26 (Confidentiality), 27 (Intellectual Property), 32 (Indemnity), 33 (Governing Law), 34 (Arbitration), and 35 (Jurisdiction), shall survive termination or expiry of this Agreement, howsoever caused.

This Agreement, comprising these Terms together with the applicable Booking Confirmation(s), Rate Contract(s), Service Order(s), and Annexures thereto, constitutes the entire agreement between the Parties in relation to the subject matter hereof, and supersedes all prior negotiations, representations, understandings, and agreements, whether written or oral, relating to such subject matter.

No representation, warranty, undertaking or collateral agreement not expressly recorded in this Agreement shall be binding on either Party. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of a right preclude any other or further exercise of that or any other right.

In the event of any conflict between these Terms and a specific Rate Contract or Booking Confirmation duly executed by both Parties, the specific terms of such Rate Contract or Booking Confirmation shall prevail to the extent of the conflict, and these Terms shall apply in all other respects. ACKNOWLEDGEMENT AND ACCEPTANCE The Customer acknowledges having read and understood these Terms and Conditions in their entirety and agrees to be bound by them in respect of all Services availed from USETOO Logistics Private Limited, whether or not a separate signature is appended below, in accordance with Clause 2 (Acceptance of Terms).