Version: 1.0
Last updated: 23 June 2025
1: DEFINITIONS, INTERPRETATION & SCOPE
1.1 Definitions
Unless the context otherwise requires, the following terms shall have the meanings assigned below:
“Agreement” means this Retailer Partnership Agreement, including all Schedules, Annexures and policies referenced herein, as amended from time to time.
“Company” means Nowx (legal entity name), a company incorporated under the laws of India, operating a technology platform facilitating retail discovery, order management, in-home trials and payments.
“Retailer” means the individual, partnership, proprietorship or legal entity executing this Agreement, including its owners, employees, agents, contractors and authorised representatives.
“Platform” means the Company’s mobile application, website, software systems, APIs, dashboards and related infrastructure through which services are enabled.
“Customer” means any end user who places an order or requests an in-home trial through the Platform.
“Products” means goods listed, sold and supplied by the Retailer through the Platform.
“Order” means a Customer request for Products placed via the Platform, including orders involving in-home trial.
“In-Home Trial” means a time-bound trial of Products at a Customer’s premises prior to final purchase, subject to Platform rules.
“Staff” means any delivery personnel, trial executive, salesperson or individual engaged by the Retailer in any capacity to fulfil Orders or conduct In-Home Trials.
“Invoice” means a tax invoice issued by or on behalf of the Retailer to the Customer in accordance with applicable GST laws.
“Applicable Law” means all central, state and local laws, rules, regulations, notifications and guidelines applicable in India, including GST, consumer protection, data protection, labour and safety laws.
“Fees” means the platform usage fees, commissions or service charges payable by the Retailer to the Company as specified in Schedule .
1.2 Interpretation
Unless expressly stated otherwise:
a.Headings are for convenience only and shall not affect interpretation.
b.Words in the singular include the plural and vice versa.
c.The words “include” and “including” shall mean “include without limitation”.
d.References to clauses and schedules are references to clauses and schedules of this Agreement.
e.References to any law include all amendments, re-enactments and successor legislation.
f.In the event of any inconsistency, Schedules and Annexures shall override the main body only where expressly stated.
1.3 Nature of Relationship
a.The Company acts solely as a technology facilitator and marketplace enabler.
b.The Retailer is the sole seller and supplier of Products to Customers.
c.Nothing in this Agreement shall be deemed to create any partnership, joint venture, employment or agency relationship between the parties, except for limited technical invoice generation where expressly authorised.
d.The Company does not manufacture, own, inspect, store, warrant or guarantee the Products.
1.4 Scope of Services
The Company may, at its discretion, provide the following services to the Retailer:
a.Product listing and discovery on the Platform
b.Order routing and communication tools
c.In-Home Trial workflow, logging and verification
d.Payment facilitation and settlement support
e.Invoice generation as technical agent, subject to written authorisation
f.Customer support coordination and dispute tooling
The Company does not guarantee any minimum sales volume, order frequency or conversion.
1.5 Platform Control & Modification Rights
The Company reserves the right to modify, enhance, restrict or discontinue any aspect of the Platform, including workflows, policies or features, and to impose reasonable operational, compliance or safety requirements, provided such changes are applied uniformly.
1.6 Priority of Documents
In the event of any conflict or inconsistency, the following order of precedence shall apply:
This Agreement
Any special commercial terms expressly agreed in writing
Schedules and Annexures
Platform policies and operational guidelines
2: ONBOARDING, KYC & PRE-CONDITIONS TO ACTIVATION
2.1 Eligibility to Partner
Only Retailers that satisfy the following conditions may be onboarded on the Platform:
a.Are legally competent to contract under Applicable Law
b.Are duly registered and authorised to carry on retail business
c.Hold all licences, registrations and approvals required for the sale of Products
d.Maintain an active bank account in their own name
e.Are not blacklisted, suspended or restricted by any regulatory or enforcement authority
The Company reserves the absolute right to reject any onboarding request without assigning reasons.
2.2 Mandatory KYC Documentation
Prior to activation, the Retailer shall submit accurate, complete and valid copies of the following documents, as applicable:
a.PAN of the Retailer
b.GST registration certificate (where applicable)
c.Proof of business registration or constitution
d.Proof of principal place of business
e.Cancelled cheque or bank verification document
f.Identity proof of owner(s), partner(s) or authorised signatory
g.Category-specific licences (including FSSAI, where applicable)
h.Any additional documents reasonably required by the Company
All documents shall be uploaded through the Platform in the prescribed format.
2.3 Verification & Approval
a.Submission of documents does not constitute approval.
b.The Company shall verify documents using internal or third-party verification mechanisms.
c.The Company may seek clarifications, re-submissions or additional information at any time.
d.The Retailer account shall remain inactive until verification is completed and approval is granted by the Company.
The Company shall not be liable for any loss arising from delay or rejection of onboarding.
2.4 Preconditions to Platform Activation
The following conditions must be fulfilled before the Retailer is permitted to list Products or receive Orders:
a.Successful completion of KYC verification
b.Acceptance of this Agreement and all applicable Schedules
c.Execution of invoice authorisation (where applicable)
d.Completion of bank account verification
e.Submission of required insurance documentation (where applicable)
f.Configuration of Staff verification details, where required
Failure to satisfy any precondition shall prevent activation without liability to the Company.
2.5 Ongoing Accuracy & Update Obligation
The Retailer represents and warrants that all information provided during onboarding is true, complete and accurate.
The Retailer shall:
a.Promptly update any change in KYC information, ownership, licences or registrations
b.Renew and maintain all licences and approvals at all times
c.Upload updated documents prior to expiry of existing documents
The Company may suspend the Retailer account for failure to maintain updated information.
2.6 Right to Re-Verification & Audit
The Company reserves the right, at any time:
a.To re-verify any document or information provided
b.To conduct periodic or risk-based compliance checks
c.To require re-submission of KYC documents
d.To audit compliance with onboarding representations
Non-cooperation shall constitute a material breach of this Agreement.
2.7 Suspension for KYC Non-Compliance
The Company may immediately suspend or restrict the Retailer’s access to the Platform if:
a.Any document is found to be false, forged, misleading or expired
b.The Retailer fails to respond to verification requests
c.Regulatory or enforcement action is initiated against the Retailer
d.Continued association poses legal, tax, safety or reputational risk
Suspension under this clause shall be without prejudice to termination or indemnity rights.
2.8 Survival & Consequences
All representations, warranties and obligations under this Section shall survive suspension or termination of this Agreement.
The Retailer acknowledges that non-compliance with onboarding requirements vmay result in permanent de-listing.
3: ORDERS, FULFILMENT, STAFF & IN-HOME TRIAL
3.1 Order Acceptance & Fulfilment
a.Orders shall be transmitted to the Retailer through the Platform.
b.The Retailer shall accept or reject Orders within the timelines specified on the Platform.
c.Once accepted, the Retailer shall fulfil the Order strictly in accordance with Platform instructions and applicable service levels.
d.The Retailer shall not cancel accepted Orders except for reasons permitted by the Platform.
Failure to fulfil accepted Orders may attract penalties, suspension or de-listing.
3.2 Assignment & Responsibility for Staff
a.All fulfilment and In-Home Trials shall be carried out solely by Staff engaged by the Retailer.
b.The Retailer shall be fully responsible for the conduct, actions and omissions of its Staff.
c.The Retailer represents and warrants that all Staff are lawfully engaged, adequately trained and competent to perform assigned tasks.
The Company shall have no responsibility for Staff selection, supervision, payment or discipline.
3.3 Staff Verification & Compliance
a.The Retailer shall ensure that all Staff assigned to Orders or In-Home Trials have completed the verification requirements prescribed by the Company.
b.No unverified Staff shall be permitted to access Customer premises.
c.The Retailer shall maintain verifiable records of Staff identity, background checks and training.
The Company may restrict or block any Staff from the Platform at its discretion.
3.4 In-Home Trial Process
a.In-Home Trials shall be conducted only where expressly permitted on the Platform.
b.Trials shall be strictly time-bound and subject to Platform-defined rules.
c.Staff shall comply with all trial instructions, conduct standards and Customer safety protocols.
d.The Retailer shall ensure that Products used for trial are clean, functional and safe.
Any deviation from trial protocols shall constitute a material breach.
3.5 Customer Verification, OTP & Logging
a.The Retailer shall ensure that Staff complete Customer verification steps, including OTP or digital confirmation, where applicable.
b.The Retailer acknowledges that the Platform may record timestamps, logs, geo-location data and other metadata relating to Order fulfilment and trials.
c.Such logs shall be deemed accurate unless proven otherwise.
3.6 Recordings & Monitoring
a.Where enabled, audio, video or photographic recordings may be captured during fulfilment or In-Home Trials for safety, dispute resolution and compliance purposes.
b.The Retailer shall ensure Staff cooperation with such recordings.
c.The Retailer acknowledges that refusal or obstruction may result in suspension.
3.7 Product Handling, Loss & Damage
a.The Retailer bears full responsibility for Products from dispatch until final acceptance or return by the Customer.
b.Any loss, theft, damage or substitution during fulfilment or trial shall be borne by the Retailer.
c.The Company shall not be liable for Product condition, suitability or damage.
3.8 Payment Outcome After Trial
a.Where a Customer elects to retain the Product after trial, the Order shall be deemed completed.
b.Where a Customer declines the Product, the Retailer shall comply with return instructions and timelines.
c.Disputes regarding trial outcomes shall be resolved in accordance with Platform dispute mechanisms.
3.9 Customer Complaints & Incident Reporting
a.The Retailer shall promptly report any incident, complaint, safety issue or regulatory inquiry relating to Orders or In-Home Trials.
b.The Retailer shall cooperate fully with investigations and provide all requested information.
c.Failure to report incidents shall be treated as a material breach.
3.10 Suspension for Safety or Conduct Issues
The Company may immediately suspend or restrict the Retailer or any Staff if:
a.Staff misconduct, unsafe behaviour or criminal activity is alleged
b.Customer safety or privacy is compromised
c.Trial or fulfilment protocols are violated
d.Continued operation poses legal or reputational risk
Such suspension may be implemented without prior notice.
3.11 Survival
All obligations, responsibilities and liabilities under this Section shall survive suspension or termination of this Agreement.
4: INVOICING, GST, FEES & SETTLEMENT
4.1 Retailer as Seller of Record
a.The Retailer shall be the sole seller and supplier of Products to Customers.
b.Title, ownership and risk in the Products shall pass directly from the Retailer to the Customer at the time of sale.
c.The Company operates solely as a technology platform facilitating product discovery, order management and trial coordination and shall not be deemed to be the seller, distributor, reseller or supplier of any Products.
4.2 Invoice Issuance
a.The Retailer shall issue a valid tax invoice to the Customer for every completed sale of a Product in accordance with Applicable Law.
b.The invoice shall clearly identify the Retailer as the supplier and shall include the Retailer’s legal name, address and GSTIN where applicable.
c.The Company shall not issue invoices in its own name for Products listed or sold through the Platform.
d.The Company shall not be responsible for the correctness, completeness or compliance of any invoice issued by the Retailer.
4.3 GST & Tax Responsibility
a.The Retailer shall be solely responsible for all tax obligations arising from the sale of Products, including but not limited to:
b.GST registration and compliance
“ii” Correct classification of Products under HSN/SAC codes
“iii” Determination and application of correct GST rates
“iv” Collection, reporting and remittance of taxes
a.Filing of GST returns and reconciliations
b.The Company shall not be responsible for any tax liabilities arising from Retailer sales.
c.The Retailer shall indemnify and hold harmless the Company from any tax demand, penalty, interest or regulatory action arising from incorrect tax treatment, non-compliance or misrepresentation by the Retailer.
4.4 Platform Trial Fee
a.In consideration of access to the Platform and trial facilitation services, the Retailer shall pay the Company a platform fee of ₹25 (Indian Rupees Twenty Five) for each Product included in a Customer trial.
b.The platform fee shall apply per trial product, irrespective of whether the Product is purchased by the Customer or returned after trial.
c.The platform fee shall be deemed earned by the Company once the Product is included in an Order scheduled for trial.
d.The Company reserves the right to revise the platform fee with prior notice provided through the Platform.
4.5 Payment Collection
a.Payments for Products sold through the Platform shall be collected directly by the Retailer or by authorised personnel engaged by the Retailer.
b.The Company shall not collect, hold or process payments for Product sales unless expressly required for operational purposes through a payment gateway arrangement approved by the Retailer.
c.Where electronic payments are enabled, payment gateways may transfer funds directly to the Retailer’s designated bank account.
d.The Company shall not be responsible for payment collection failures, cash handling issues or settlement delays attributable to the Retailer or its Staff.
4.6 Platform Fee Settlement
a.Platform fees payable to the Company shall be calculated based on the number of Products included in Customer trials through the Platform.
b.The Company may deduct platform fees from settlements where payments are routed through integrated systems or may invoice the Retailer periodically for fees due.
c.The Retailer agrees to pay all platform fees within the timelines specified on the Platform or in Schedule B.
d.Failure to pay platform fees may result in suspension of Platform access.
4.7 Refunds, Chargebacks & Adjustments
a.Any refunds arising from Customer cancellations, rejected trials or transaction reversals shall be the responsibility of the Retailer.
b.Chargebacks or payment disputes initiated by Customers shall be resolved by the Retailer.
c.The Company shall not be liable for any financial loss arising from chargebacks attributable to the Retailer or its Staff.
4.8 Withholding & Set-Off Rights
The Company may withhold or set off any amounts payable to the Retailer against:
a.unpaid platform fees
b.refunds or adjustments arising from Orders
c.penalties imposed under Platform policies
d.indemnity claims or losses suffered by the Company
e.suspected fraud, tax risk or regulatory exposure
4.9 Financial Records & Reconciliation
a.The Retailer shall maintain accurate records of Orders, invoices and payments relating to sales made through the Platform.
b.Platform-generated transaction logs and records shall be deemed accurate unless disputed within the timeline specified on the Platform.
c.The Retailer shall cooperate fully with reconciliation processes where discrepancies arise.
4.10 Suspension for Financial or Tax Non-Compliance
The Company may immediately suspend settlements, listings or Platform access if:
a.invoices are issued incorrectly or fraudulently
b.GST or tax non-compliance is detected
c.abnormal transaction patterns or misuse is identified
d.regulatory or enforcement action is initiated against the Retailer
4.11 Survival
All obligations relating to tax compliance, platform fees, settlements, indemnities and financial records under this Section shall survive suspension or termination of this Agreement.
5: PRODUCT QUALITY, COMPLIANCE, INSURANCE & AUDIT
5.1 Product Quality & Authenticity
a.The Retailer represents and warrants that all Products listed and supplied are:
b.genuine, authentic and legally sourced
“ii” new, unused and free from defects (unless expressly disclosed)
“iii” compliant with applicable quality, safety and labelling standards
a.Counterfeit, prohibited, expired or misrepresented Products are strictly prohibited.
5.2 Regulatory & Legal Compliance
The Retailer shall comply with all Applicable Laws relating to the Products, including but not limited to:
a.Consumer protection and product safety laws
b.Legal metrology, packaging and labelling requirements
c.Category-specific regulations and certifications
d.Environmental, health and safety requirements
The Retailer shall be solely responsible for obtaining and maintaining all required approvals and licences.
5.3 Product Information & Disclosures
a.The Retailer shall provide accurate, complete and non-misleading product descriptions, images and specifications.
b.Any limitations, usage instructions, warnings or disclaimers shall be clearly disclosed.
c.The Retailer shall promptly correct any inaccurate or misleading information upon notification.
The Company shall not be responsible for inaccuracies in product content supplied by the Retailer.
5.4 Product Recalls & Safety Incidents
a.The Retailer shall immediately notify the Company of any product recall, safety alert or regulatory notice.
b.The Retailer shall bear full responsibility for recall execution, customer communication and remediation.
c.The Company may suspend affected listings or the Retailer account pending resolution.
5.5 Insurance Requirements
The Retailer shall, at its own cost, maintain valid and adequate insurance coverage, including:
a.Public liability insurance covering customer injury, property damage and in-home incidents
b.Product liability insurance, where applicable
c.Employer’s liability or statutory worker compensation insurance, where applicable
Insurance coverage shall be maintained throughout the term of this Agreement and evidenced upon request.
5.6 Proof, Renewal & Non-Compliance
a.The Retailer shall provide valid insurance certificates and renewal confirmations as required.
b.Failure to maintain insurance shall constitute a material breach.
c.The Company may suspend listings, settlements or Platform access until compliance is restored.
5.7 Audit, Inspection & Information Rights
The Company reserves the right, upon reasonable notice or immediately in case of risk, to:
a.Audit Retailer records, certifications and compliance documentation
b.Conduct sample testing or verification of Products
c.Request information, explanations or corrective actions
d.Engage third-party auditors or inspectors
The Retailer shall provide full cooperation.
5.8 Corrective Actions & Enforcement
Where non-compliance is identified, the Company may:
a.Require corrective actions within a specified timeframe
b.Suspend or remove Product listings
c.Impose penalties or withhold settlements
d.Terminate this Agreement for repeated or serious violations
5.9 Survival
All representations, warranties, insurance obligations and audit rights under this Section shall survive suspension or termination of this Agreement.
6: DATA, PRIVACY, RECORDINGS & CONFIDENTIALITY
6.1 Data Collection & Use
a.The Company may collect, process, store and use data relating to Orders, Customers, Retailers, Staff, Products, payments and fulfilment for the purposes of operating the Platform, ensuring safety, preventing fraud, complying with law and resolving disputes.
b.The Retailer acknowledges and consents to such data processing.
6.2 Customer & Staff Personal Data
a.The Retailer shall ensure that it has obtained all necessary consents and lawful bases required to share Customer and Staff personal data with the Company.
b.The Retailer represents and warrants that its collection and use of personal data complies with Applicable Law.
c.The Retailer shall indemnify the Company for any breach of data protection obligations attributable to the Retailer.
6.3 Recordings, Logs & Evidence
a.The Company may enable audio, video, photographic or other recordings, as well as system-generated logs, during Order fulfilment or In-Home Trials.
b.Such recordings and logs may be used for safety, quality assurance, dispute resolution, fraud prevention and legal compliance.
c.The Retailer shall ensure Staff cooperation with recordings and logging mechanisms.
6.4 Accuracy & Evidentiary Value
a.Platform-generated records, timestamps, geo-location data and logs shall be deemed accurate and binding unless proven otherwise.
b.The Retailer waives any objection to admissibility of such records on the grounds of electronic form.
6.5 Data Retention & Disclosure
a.The Company may retain data and records for such periods as required by law or for legitimate business purposes.
b.The Company may disclose data where required by law, regulatory authorities or pursuant to legal proceedings.
c.The Retailer shall not restrict or interfere with lawful disclosures.
6.6 Confidential Information
a.“Confidential Information” means any non-public information relating to the Company, Platform, Customers, pricing, technology or operations.
b.The Retailer shall use Confidential Information solely for performance under this Agreement.
c.The Retailer shall not disclose Confidential Information to any third party without prior written consent, except as required by law.
6.7 Security Obligations
The Retailer shall implement reasonable administrative, technical and physical safeguards to protect data accessed through the Platform from unauthorised access, loss or misuse.
6.8 Breach Notification & Cooperation
a.The Retailer shall promptly notify the Company of any actual or suspected data breach or unauthorised access.
b.The Retailer shall cooperate fully in investigation, mitigation and regulatory reporting.
6.9 Survival
All data protection, confidentiality, recording and evidentiary obligations under this Section shall survive suspension or termination of this Agreement.
7: INDEMNITY, LIMITATION OF LIABILITY, SUSPENSION & TERMINATION
7.1 Indemnity by Retailer
The Retailer shall indemnify, defend and hold harmless the Company, its affiliates, directors, officers, employees and agents from and against any and all claims, demands, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or relating to:
a.sale, supply, quality, safety or legality of Products
b.breach of this Agreement or any representation or warranty
c.violation of Applicable Law, including tax, consumer or data protection laws
d.acts or omissions of the Retailer or its Staff, including misconduct, negligence or criminal acts
e.incorrect invoicing, tax non-compliance or regulatory penalties
f.data breach or privacy violation attributable to the Retailer
This indemnity shall include costs of investigation, defence, settlement and enforcement.
7.2 Indemnity Procedure
a.The Company shall notify the Retailer of any indemnifiable claim, where practicable.
b.The Company may, at its discretion, control the defence and settlement of such claim.
c.The Retailer shall not settle any claim affecting the Company without prior written consent.
7.3 Limitation of Liability
a.To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, consequential, special or punitive damages, including loss of profits or goodwill.
b.The Company’s aggregate liability under this Agreement shall not exceed the total Fees actually received from the Retailer in the preceding twelve (12) months.
7.4 Liability Carve-Outs
Nothing in this Agreement shall limit or exclude liability for:
a.fraud or wilful misconduct by the Company
b.gross negligence, to the extent such limitation is prohibited by Applicable Law
7.5 Suspension of Access
The Company may immediately suspend or restrict the Retailer’s access to the Platform, listings, settlements or Staff assignment if:
a.there is a breach or suspected breach of this Agreement
b.customer safety, privacy or trust is at risk
c.legal, tax or regulatory exposure is identified
d.fraud, misuse or abnormal activity is detected
e.required insurance or compliance lapses occur
Suspension may be implemented without prior notice.
7.6 Termination
a.Either party may terminate this Agreement with prior written notice as specified on the Platform.
b.The Company may terminate this Agreement immediately upon:
c.material breach by the Retailer
“ii” repeated non-compliance or misconduct
“iii” regulatory or enforcement action against the Retailer
“iv” actions causing reputational harm to the Company
7.7 Consequences of Termination
Upon termination:
a.all outstanding Orders shall be resolved as directed by the Company
b.settlement amounts may be withheld pending dispute resolution
c.accrued rights, indemnities and liabilities shall survive
d.the Retailer shall cease use of the Platform and Confidential Information
7.8 Survival
Sections relating to indemnity, limitation of liability, data protection, confidentiality, tax, audit and dispute resolution shall survive termination.
8: MISCELLANEOUS & SCHEDULES
8.1 Governing Law & Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of India.
Subject to Clause 8.2, the courts at Ahmedabad, India shall have exclusive jurisdiction.
8.2 Dispute Resolution
a.Any dispute arising out of or relating to this Agreement shall first be attempted to be resolved amicably within thirty (30) days.
b.Failing such resolution, disputes shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996.
c.The seat and venue of arbitration shall be Ahmedabad, India.
d.Arbitration proceedings shall be conducted in English.
e.The arbitral award shall be final and binding.
The Company shall be entitled to seek interim or injunctive relief from courts of competent jurisdiction.
8.3 Assignment
The Retailer shall not assign, transfer or novate this Agreement, in whole or in part, without prior written consent of the Company.
The Company may freely assign this Agreement to any affiliate, successor or acquirer.
8.4 Force Majeure
Neither party shall be liable for failure to perform obligations due to events beyond reasonable control, including acts of God, natural disasters, government actions, strikes, pandemics or system failures.
The affected party shall promptly notify the other and resume performance as soon as practicable.
8.5 Notices
All notices under this Agreement shall be in writing and deemed valid if sent by:
a.email to the registered email address on record, or
b.registered post or courier to the registered address
Electronic notices shall be deemed received on transmission.
8.6 Severability
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
8.7 Waiver
Failure or delay by the Company to enforce any right shall not constitute a waiver of such right.
Any waiver shall be valid only if in writing.
8.8 Entire Agreement
This Agreement, together with its Schedules and Annexures, constitutes the entire agreement between the parties and supersedes all prior understandings or arrangements.
8.9 Amendments
The Company may amend this Agreement by providing notice through the Platform or in writing.
Continued use of the Platform after such notice shall constitute acceptance of the amended terms.
8.10 Counterparts & Electronic Execution
This Agreement may be executed electronically and in counterparts, each of which shall be deemed an original.
Electronic acceptance through the Platform shall constitute valid execution.
8.11 Schedules & Annexures
The following Schedules and Annexures form an integral part of this Agreement:
Schedule A – KYC & Onboarding Requirements
Schedule B – Fee Structure & Settlement Timelines
Schedule C – Staff Code of Conduct & Verification Checklist
Schedule D – Invoice Authorisation & Sample Invoice
Schedule E – Service Levels, Penalties & Performance Metrics
Schedule F – Data Processing Addendum (DPA)
Schedule G – Insurance Requirements & Coverage Matrix
SCHEDULE A
KYC & ONBOARDING REQUIREMENTS
1. Purpose
This Schedule establishes mandatory onboarding, identity verification and compliance requirements for Retailers prior to activation and during the term of the Agreement.
2. Mandatory Documentation
The Retailer shall submit the following documents, where applicable:
a.Permanent Account Number (PAN) of the Retailer
b.GST Registration Certificate (if registered under GST)
c.Cancelled cheque or bank account verification document
d.Identity proof of owner(s), partner(s) or authorised signatory
e.Category-specific licences or approvals required under Applicable Law (including FSSAI where applicable)
f.Any additional documents reasonably requested by the Company for compliance or verification purposes
3. Verification & Approval
a.All documents shall be submitted through the Platform in the prescribed format.
b.The Company may conduct verification internally or through third-party verification services.
c.Submission of documents does not constitute approval or activation.
d.The Retailer account shall remain inactive until verification is completed and approval is granted by the Company.
4. Ongoing Update Obligations
The Retailer shall:
a.Maintain accuracy of all submitted information
b.Promptly notify the Company of changes in ownership, address, licences or registrations
c.Upload renewed or updated documents prior to expiry
5. Re-Verification Rights
The Company may at any time:
a.Re-verify submitted documents
b.Request updated information or documentation
c.Conduct compliance reviews or audits
Failure to cooperate with such verification may result in suspension.
6. Non-Compliance Consequences
The Company may suspend, restrict or terminate Platform access if:
a.Information provided is false or misleading
b.Mandatory documents are expired or invalid
c.The Retailer fails to cooperate with verification processes
SCHEDULE B
PLATFORM FEES
1. Purpose
This Schedule defines the platform fee payable by the Retailer for use of the Platform.
2. Platform Trial Fee
a.The Retailer shall pay the Company a platform fee of ₹25 (Indian Rupees Twenty Five) for each Product included in a Customer trial through the Platform.
b.The platform fee shall apply per trial product.
c.The fee shall apply irrespective of whether the Product is purchased by the Customer or returned after trial.
d.The platform fee becomes payable once a Product is included in an Order scheduled for trial.
3. Fee Calculation
Platform fees shall be calculated based on:
number of Products included in Customer trials
Platform transaction logs and trial records
Platform records shall be deemed accurate unless disputed within the period specified on the Platform.
4. Fee Payment
a.The Company may periodically issue invoices to the Retailer for platform fees due.
b.The Retailer shall pay such fees within the timelines specified on the Platform.
c.Failure to pay platform fees may result in suspension of Platform access.
5. Fee Revision
The Company reserves the right to revise the platform fee by providing reasonable notice through the Platform.
SCHEDULE C
STAFF CODE OF CONDUCT & VERIFICATION
1. Purpose
This Schedule establishes behavioural and verification requirements for Staff engaged by the Retailer.
2. Staff Eligibility
The Retailer shall ensure that all Staff:
a.Are lawfully engaged and legally permitted to work
b.Possess valid identity documents
c.Are trained to conduct deliveries and trials safely and professionally
3. Conduct Standards
Staff shall:
a.Act professionally and respectfully during all interactions with Customers
b.Respect Customer privacy and property
c.Follow Platform-defined delivery and trial protocols
d.Provide accurate information and avoid misrepresentation
4. Prohibited Conduct
Staff shall not:
a.Enter Customer premises without proper verification
b.Misuse or disclose Customer data
c.Engage in theft, harassment, coercion or unsafe behaviour
d.Deviate from authorised trial procedures or timelines
5. Enforcement
The Company may suspend or block any Staff account if misconduct or safety concerns arise.
The Retailer shall remain fully responsible for the actions and conduct of its Staff.
SCHEDULE D
INVOICE & TAX RESPONSIBILITY
1. Purpose
To clarify invoicing responsibilities and tax compliance obligations.
2. Retailer Invoice Responsibility
The Retailer shall issue a valid tax invoice to the Customer for every completed sale in accordance with Applicable Law.
3. Invoice Requirements
Invoices issued by the Retailer shall include:
a.Retailer legal name and address
b.Retailer GSTIN (where applicable)
c.Correct HSN classification and tax rates
d.Invoice number and date
e.Product details and price
4. Platform Role
The Company shall not issue invoices in its own name for Products sold through the Platform.
The Company acts solely as a technology platform and shall not be responsible for invoice accuracy or tax compliance.
5. Non-Compliance
Incorrect invoicing or tax non-compliance may result in:
a.suspension of Retailer access
b.regulatory reporting where required by law
SCHEDULE E
SERVICE LEVELS & PERFORMANCE STANDARDS
1. Purpose
To define operational standards expected from Retailers using the Platform.
2. Performance Metrics
Retailers shall maintain reasonable performance levels for:
a.timely acceptance or rejection of Orders
b.timely fulfilment of Orders
c.compliance with trial protocols
d.avoidance of unnecessary cancellations
3. Monitoring
The Company may monitor Retailer performance using Platform logs and operational metrics.
4. Enforcement
Failure to meet operational standards may result in:
a.warnings or corrective action requests
b.reduced visibility on the Platform
c.suspension or de-listing
SCHEDULE F
DATA PROCESSING ADDENDUM
1. Purpose
To allocate responsibilities relating to personal data processing.
2. Data Roles
a.The Company acts as the Platform operator facilitating order processing and communication.
b.The Retailer acts as the data controller for customer and staff data it collects.
3. Permitted Processing
Data may be processed for:
a.order fulfilment and trial coordination
b.fraud prevention and security
c.customer support and dispute resolution
d.compliance with Applicable Law
4. Security Measures
The Retailer shall:
a.implement reasonable technical and organisational safeguards
b.restrict access to authorised personnel only
c.protect data from unauthorised disclosure or misuse
5. Breach Notification
The Retailer shall promptly notify the Company of any actual or suspected data breach affecting Platform users.
6. Non-Compliance
Data protection violations may result in:
a.suspension of Platform access
b.indemnity claims for damages or regulatory penalties
SCHEDULE G
INSURANCE REQUIREMENTS
1. Purpose
To ensure adequate financial protection for operational risks.
2. Recommended Insurance
Retailers are encouraged to maintain the following insurance coverage where applicable:
a.Public liability insurance covering injury or property damage during delivery or trial
b.Product liability insurance covering product defects or safety issues
c.Employer liability or statutory worker coverage for Staff
3. Proof of Insurance
The Company may request evidence of insurance coverage from Retailers where operational risk requires such verification.
4. Non-Compliance
Where insurance is required but not maintained, the Company may suspend Platform access until compliance is restored.