BUSINESS ASSOCIATE AGREEMENT

This Agreement made and entered into at Gurgaon, on this _____ day
of___________________

By and between

Delhivery Limited, a Company registered under the provisions of Companies Act, 1956,
and having its registered office at Unit Nos N24-N34, S24-S34; Air Cargo Logistics
Centre-II,F Opposite Gate 6 Cargo Terminal, IGI Airport, New Delhi – 110037
(hereinafter referred to as “Delhivery”) which term shall, unless repugnant to the
subject to context, be deemed to include its successors and permitted assigns) on the
ONE PART:

AND

[insert entity name], a company incorporated and existing under the provisions of
Companies Act of [1956/2013] and having its registered office at [insert address]
(hereinafter referred to as “ASSOCIATE” which term shall, unless repugnant to the
subject or context, be deemed to include its/their heirs, legal representatives,
administrators, assigns, successors and permitted assigns) on the OTHER PART;

RECITALS

Whereas, Delhivery is engaged in the business activity of effecting and coordinating

courier and freight services both on an international and national scale and has
acquired substantial expertise, experience and reputation therefrom and;
Whereas, Delhivery owns, possesses, controls, and/or otherwise is in a position to
provide and to grant to the ASSOCIATE technical information, know-how, assistance,
services and marketing rights in respect of the “Outbound Consignments” (as defined in
Article I hereof) and

Whereas, ASSOCIATE is desirous of receiving said, technical information, know-how,

assistance, services and marketing rights, from Delhivery for the purposes of operating
and marketing the Outbound Consignments in the Territory.

Now, Therefore, In Consideration Of The Terms, Conditions And Covenants Hereinafter

Contained, The Parties Hereto, Hereby Agree As Follows:

ARTICLE I
1. DEFINITIONS

In this Agreement, unless repugnant to the subject or context, the following terms shall
have the meanings respectively assigned to them hereunder:

1.1
“Affiliate” shall mean any entity which controls, is controlled by or under
common control with a party to this Agreement.

1.2
“Air Waybill” shall mean the bill of carriage duly authorized and or supplied by
Delhivery for the purpose of booking shipments by the ASSOCIATE.

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1.3
“Air Waybill Charge” shall mean the amount due and payable by the ASSOCIATE
to Delhivery per air waybill.

1.4
“Business Plan” shall mean the plan prepared by the ASSOCIATE and submitted
to Delhivery at the beginning of each year, which shall include an operational plan
including the operational inputs proposed, sales plan for each product, quarterly
marketing plan with investment and the projected revenue.

1.5
“COD (Cash On Delivery)” shall mean the cost of the shipment as declared by
the shipper to be recovered from the consignee.

1.6
"Company-Owned Franchisee-Operated Model" shall mean the model where
Delhivery owns the franchise outlet, and the ASSOCIATE operates it exclusively for
Delhivery.

1.6 “Delivery Rates” shall mean the rates specified in SCHEDULE I and II attached
hereto charged to the ASSOCIATE by DELHIVERY for international and domestic
shipments, respectively, picked up within the Territory.

1.7
“Express Products” shall mean time sensitive shipments to be delivered to the
consignee within a prescribed period of time (e.g. intercity, domestic, international
etc).

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1.8
“Franchisee-Owned Franchisee-Operated Model" shall mean the model where
the franchise outlet is owned by the ASSOCIATE (franchisee), who operates it
independently while adhering to the standards, branding, and operational guidelines
provided by Delhivery.

1.9
“Line-Haul” shall mean the routes on which shipments travel from the Transfer
Point out of the Territory and likewise the routes on which shipments from out of the
Territory travel to the Transfer Point.

1.10
“Outbound Consignments” shall mean those time sensitive express and freight
shipments sold by the ASSOCIATE in the Territory under the DELHIVERY name for
delivery to any destination in the national or international network.

1.11
"Software/ Portal" shall mean any and all computer programs, applications,
tools, systems, or code provided by DELHIVERY to the ASSOCIATE under this
Agreement. This includes, but is not limited to, executable files, source code, object
code, documentation, databases, and any updates, enhancements, modifications,
patches, or fixes thereto. The Software encompasses both proprietary software
developed by DELHIVERY and third-party software licensed to DELHIVERY for the
purpose of enabling and supporting the ASSOCIATE's operations.

1.12
“Technical Know-How” shall mean the information (digital or physical) relating
to the operation and marketing of the Outbound Consignment.

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 1.13
“Territory” shall mean the the locality/ catchment of <insert name of locality,
city and pincodes>

1.14
“Transfer Point” shall mean the location/s as specified by DELHIVERY for
giving/accepting shipments from the ASSOCIATE.

1.15
“TOPAY” shall mean the freight or transportation charges to be recovered from
the consignee as per the instructions of the consignor.

2. GRANT OF RIGHT

2.1
DELHIVERY hereby appoints ASSOCIATE as its exclusive Business ASSOCIATE in
the Territory to provide such services, perform such functions, and fulfill such duties as
may be provided for in this Agreement, including but not limited to the sale of
DELHIVERY's XB services as specified in Schedule V. The ASSOCIATE agrees not to work
with competitors of DELHIVERY or operate any business from the outlet other than that
of DELHIVERY.

2.2
DELHIVERY grants the ASSOCIATE a non-exclusive, non-transferable, and revocable
license to use the Software provided by DELHIVERY solely for the purpose of supporting
and enhancing the ASSOCIATE's operations as outlined in this Agreement. The
ASSOCIATE may use the Software only for internal business purposes related to the
services provided under this Agreement. Any other use of the Software is strictly
prohibited unless expressly authorized in writing by DELHIVERY. The ASSOCIATE shall

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not sublicense, lease, rent, assign, or otherwise transfer any rights to the Software to
any third party without the prior written consent of DELHIVERY. Additionally, the
ASSOCIATE shall not modify, adapt, translate, or create derivative works based on the
Software without prior written consent from DELHIVERY. The ASSOCIATE shall use the
Software in compliance with all applicable laws and regulations and shall not use the
Software for any unlawful purpose. Furthermore, the ASSOCIATE shall maintain the
confidentiality of the Software and shall not disclose or provide access to the Software
to any third party, except as necessary for the permitted use under this Agreement and
with prior written consent from DELHIVERY. DELHIVERY reserves the right to revoke the
license granted herein at any time upon written notice to the ASSOCIATE. Upon
revocation, the ASSOCIATE shall immediately cease all use of the Software and return
or destroy all copies of the Software as directed by DELHIVERY. The use of the Software
is restricted to the operations conducted within the designated Territory, and the
ASSOCIATE shall not use or permit the use of the Software outside of this Territory
without the prior written consent of DELHIVERY.

2.3
If this Agreement is terminated for any reasons, prior to the normal expiry date,
then and in such an event, all rights and license granted to ASSOCIATE hereunder shall
cease and ASSOCIATE shall forthwith cease to use and return to DELHIVERY
immediately all the Technical Know How, cease using the Software and return/ delete
all other information/ confidential information and rights received from DELHIVERY
during the Term of this Agreement within 7 days from the date of such return request.

2.4
The ASSOCIATE, its directors, shareholders and partners shall be precluded
throughout the term of this Agreement and for a period of twelve (12) months after its

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termination, for whatever reason, from performing any activity as mentioned in this
Agreement either in their own capacity or from any other organization or entity which
competes or intends to compete with DELHIVERY in the Territory, unless DELHIVERY
has given its prior written consent.

3.TRADEMARKS

3.1 ASSOCIATE shall not be entitled to, and shall not, use or register on its own
Delhivery trade names, brand names, domain names or any other similar name or
simulation or contraction thereof.

3.2 The ASSOCIATE shall however be entitled to append its name, or the name of its
firm as “Authorised Service Provider of Delhivery” in that order only during the Term of
the Agreement. Post termination, effective immediately, the Associate will immediately
stop using the term “Authorised Service Provider of Delhivery”.

3.3 The Software provided by DELHIVERY to the ASSOCIATE contains proprietary

information and may include trademarks, service marks, trade names, logos, and other
branding ("Trademarks") of DELHIVERY. The ASSOCIATE acknowledges that all rights,
title, and interest in and to the Software, including the Trademarks, are and shall
remain the exclusive property of DELHIVERY or its licensors. The ASSOCIATE shall not
alter, remove, or obscure any Trademarks or proprietary notices contained in or on the
Software.

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 4. LOCAL EXPRESS

In the event of the ASSOCIATE providing local pick or drop facilities for clients, the
ASSOCIATE shall be solely responsible for these activities. These facilities shall be
limited to providing pick-up or drop-off services within the local limits of the Territory.
DELHIVERY does not authorize these services, and they shall not be marketed or
represented as DELHIVERY's services unless specifically agreed to in writing by
DELHIVERY. The ASSOCIATE shall not use the name “Delhivery” in connection with
these local services without prior written approval from DELHIVERY. Any pick-up or
drop-off activity beyond the local limits must be routed through the DELHIVERY
network.

5. PAYMENTS, REPORTS AND RECORDS

5.1
On receipt of the invoice from Delhivery, the Associate shall make payment of
the same within 15 (fifteen) days towards payment of such invoice. Failure of payment
within the agreed timeline will entitle Delhivery to charge interest penalty at the rate of
24% per annum for the period extending from the date when payment becomes due to
the date of actual payment.

5.2
In case of weight disputes, the Associate will be required to raise a ticket on the
Portal under the disputes section along with details pertaining to weight and
dimensions. The Delhivery claims team shall evaluate the same and address the query

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suitable and revert back with the resolution. Associate agrees that the decision of the
claims team shall be considered final and should not be challenged.

5.3
Associates shall raise any dispute in the invoice within 07 (seven) days of receipt
of invoice ("Dispute Date") and any disputes raised after the Dispute Date shall be
considered invalid. Notwithstanding anything contained above, the Associate shall in
no circumstance withhold the Fees to be paid to Delhivery on grounds of any dispute in
the invoices. All such disputes if raised within the Dispute Date shall be mutually
resolved by the Parties within 15 (fifteen) days and all pending payments by either
Party should be settled within 5 (five) days of the settlement of the dispute.

5.4
Delhivery shall obtain the signature of the Customer or his representative on a
document/Platform which is referred to as a Proof of Delivery ("POD"). In case the
delivery is done with a four digit delivery code, no POD will be provided. Delhivery shall
make available to the Associate, an E-POD’s as may be required by the Associate if such
request is raised within 15 (fifteen) days of the date of delivery of the Shipment.
Delhivery will be under no obligation to provide any proof of delivery of the Shipments
beyond such agreed period. Further, if Delhivery is unable to provide the POD for any
reason whatsoever, including for requests from the Associate raised post the
aforementioned period, the Associate agrees to accept indemnity bond in place of the
of the POD. The liability of the Delhivery under such indemnity bond shall be limited to
an amount of INR 2,000 per shipment or the value of the product, whichever is lower.

5.5
On delivery of the shipment, in case of any dispute regarding the same, the
Associates personnel will be required to update the same on the POD provided. If no

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complaint is raised, Delhivery will not be liable to entertain any complaints post the
delivery. Any issues pertaining to the Delivery of the Shipment shall be noted on the
POD at the time of handing over the shipment to the customer. Delhivery shall not be
held liable for any damage / loss if it has not been recorded on the POD.

5.6
The Parties shall within fourteen (14) days of end of each quarter reconcile all
amounts due to each other including resolving any dispute between them over any
pending dues.

5.7
The rates shall be renegotiated by the parties yearly in the month of December.
Should the parties fail to reach an agreement as to the new rates before the
commencement of any year or within thirty (30) days of its commencement, the
contract will be terminated by giving notice as per the contract. In exceptional cases,
Delhivery reserves the right to change the price by providing 30 days' notice to the
associate.
5.8
The cross border rate slab can be revised by Delhivery once a year based on the
average volume that the Associate is able to achieve over the last 6 months. <Slab
structure to be appended in the commercial section>

5.9
An Interest free security deposit of Rs._____________________/- in favour of
Delhivery Ltd. shall be issued by ASSOCIATE immediately after signing of this
Agreement. The deposit/bank guarantee shall be renewed by the ASSOCIATE annually

Page 10 of 4910
at a revised amount to be agreed upon. DELHIVERY shall have exclusive right to forfeit
the interest free cash deposit/adjust the lawful dues receivable from the ASSOCIATE or
to en-cash the bank guarantee after giving due notice to the ASSOCIATE.

5.10
Incase of non-payment of dues within the credit cycle by the Associate for any
reason whatsoever, Delhivery will be at liberty to claim the said amounts from the
security deposit/ bank guarantee. In case the pending amounts exceed the deposit
amount, Delhivery will be at liberty to withhold the Shipment in its custody till the time
such amounts are not cleared in full. Delayed payments will be liable for interest
penalty charges of 24% p.a.

5.10.1
TAXES AND CONSIDERATION CLAUSE:

The service fee/ price/ consideration is exclusive of Goods and Services Tax (‘GST’) /

other indirect taxes and cess, as may be applicable and to be billed separately. Other

taxes to be charged shall be specifically stated. GST includes CGST, SGST, IGST, UTGST

or any other tax under this nomenclature that may be imposed by the government

from time to time. Appropriate taxes, if prescribed by GST Legislation to be charged

and recovered by the ASSOCIATE along with the invoice.

6. TERM

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6.1
This Agreement shall be effective on the date of the execution of this
Agreement (“Effective Date”). The Agreement shall be valid, legal and binding from the
Effective Date for a period of 2 (two) years, unless terminated by either Party in
accordance with this Agreement and thereafter it will stand terminated subject to the
provisions of clause 7 of this Agreement.

6.2
After the prescribed term of this Agreement, if this Agreement is not renewed
and neither party expresses and communicates to the other party its intention in
writing to not renew this Agreement then this Agreement shall be deemed to be
continued under the same terms and conditions unless otherwise decided and
communicated in writing by either party to the other party. However, the Parties shall
mutually agree on revision of commercials at each annual anniversary of this
Agreement.

7. TERMINATION

7.1
DELHIVERY may terminate this Agreement by written notice if there is a direct
or indirect change in the ownership, shareholding, re-constitution or change in control
of the ASSOCIATE. In such an event parties may execute a fresh agreement to continue
the business relationship in which case the ASSOCIATE shall provide all the required
supporting documents in this regard.

7.2
In case of breach of the provision of clause 11 or sub-clause 12.1.1 of this
agreement by the ASSOCIATE, DELHIVERY shall have a right to immediately terminate

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this agreement without prejudice to the exercise of any other rights it may have against
the ASSOCIATE in terms of this agreement.

7.3
Either of the parties may terminate the Agreement immediately upon written
notice if the other becomes insolvent or bankrupt or in the opinion of the other party
wishing to terminate gives the impression that it is likely to go insolvent or bankrupt.

7.4
Either party may terminate the Agreement at will upon giving not less than
thirty (30) days prior written notice to the other party. However, the ASSOCIATE agrees
to a lock-in period of one (1) year from the commencement of this Agreement. During
this lock-in period, the ASSOCIATE shall not terminate this Agreement except in cases
of material breach by DELHIVERY. After the completion of the one (1) year lock-in
period, the ASSOCIATE may terminate this Agreement by providing thirty (30) days
prior written notice to DELHIVERY.

7.5
Delhivery will be in its right to withhold shipments and terminate this
Agreement effective immediately, in case of non-payment of dues within the credit
cycle.

7.6
In the event of termination, the parties shall render a final account to the other
of all outstanding amounts.The net outstanding amount shall be paid within fifteen (15)
days of the rendering of the account.

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7.7
Upon termination, the ASSOCIATE shall return to DELHIVERY within seven (7)
days of the termination all sales, marketing and operational material in its possession
(all materials bearing DELHIVERY intellectual property) and clear all pending payments.

7.8
Upon termination, the ASSOCIATE shall cease to use any stationery, signs,
notices, announcements and printed matter which states or leads to infer that it is
authorized by DELHIVERY as its ASSOCIATE and shall not thereafter make use of
DELHIVERY name, trademark, logo or other device. If ASSOCIATE is found using directly
or indirectly the name of DELHIVERY as ASSOCIATE with ASSOCIATE’s business after
termination or expiry of this Agreement, as the case may be, then DELHIVERY will be
entitled to recover damages @ Rs. 50,000 (Rupees Fifty Thousand only) per day of
default from the ASSOCIATE.

7.9
In the event of a breach of the lock-in period by the ASSOCIATE, the ASSOCIATE
shall indemnify DELHIVERY for the cost of capital expenditures (Capex) undertaken by
DELHIVERY, which amounts to INR [________]. Additionally, any franchisee fee paid by
the ASSOCIATE shall be non-refundable.

8. INDEMNIFICATION AND LIABILITY

8.1
The ASSOCIATE shall indemnify and keep indemnified DELHIVERY against any
expenses, cost, claims, loss, damages or penalties incurred by DELHIVERY, howsoever
occasioned, including any damage or loss caused to any third parties, arising out of any
acts or omissions on the part of the ASSOCIATE and/or its staff-members.

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8.2
The ASSOCIATE shall indemnify and keep indemnified DELHIVERY from and
against payment of all fees, taxes and levies and other such liabilities whether past,
present or future to the State and/or Central Government, Municipal Corporation or
any other Government body or authority or person in respect of the any
activity/operation arising out of this Agreement and keep DELHIVERY indemnified
against all costs, charges, expenses that DELHIVERY may incur on account of failure on
the part of ASSOCIATE to discharge its liabilities.

8.3
In case of international shipments on CHARGES COLLECT basis, the ASSOCIATE
will keep DELHIVERY compensated/indemnified against non-payment of courier /
freight charges payable by the consignee. The ASSOCIATE also undertakes to pay
DELHIVERY over and above the courier/ freight charges, customs duties and clearance
charges and other taxes, if any, applicable according to the laws of the destination
country.

8.4
ASSOCIATE also confirms that even in the event of ASSOCIATE not being able to
collect the amounts due from the consignee within the agreed time for any reason
whatsoever, the ASSOCIATE shall compensate and indemnify for the charges as per the
international charges collect tariff plus an amount of 20% as service charges plus
customs duties, clearance charges and taxes as has been paid by DELHIVERY or its
representative in respect of the said consignment.

8.5
Neither party shall be liable for any special or consequential loss suffered by the
other party (including but not limited to loss of profit or loss of opportunity) arising
from any breach of the other party and/or negligence of the other party.

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8.6
The Associate agrees to indemnify, defend and hold Delhivery harmless from
and against claims, demands, actions, liabilities, costs, interest, damages and expenses
of any nature whatsoever (including all legal and other costs, charges and expenses)
incurred or suffered by Delhivery, arising out of any (a) any wrongful or negligent act or
omission of the Associate; (b) any breach of Associate’s obligations under this
Agreement; (c) any Customer/ third party action or claim made against Delhivery, by
reason of any actions undertaken by the Associate arising out of its obligations under
this Agreement; and (d) breach of applicable law. The rights, powers, privilege and
remedies provided in this Indemnity are cumulative and not exclusive of any rights,
powers, privileges or remedies provided by law.

8.7
The ASSOCIATE shall indemnify and keep indemnified DELHIVERY against any
expenses, cost, claims, loss, damages or penalties incurred by DELHIVERY, howsoever
occasioned, including any damage or loss caused to any third parties, arising out of any
local pick or drop facilities provided by the ASSOCIATE. Any claims arising out of these
services shall be solely the responsibility of the ASSOCIATE.

8.8
Limitation of Liability & Insurance

●
Delhivery’s maximum liability for the damage, loss, theft or misappropriation of
any Shipment during the transit period shall be limited INR 2000.00/- per shipment or
the actual aggregate value of the product, whichever is lower.
●
For any loss or theft or misappropriation of any Shipment which is above the
value of INR 2000.00/-, Delhivery’s liability will be limited to providing a COF only to

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enable the party to claim insurance from it’s insurance provider. Delhivery will not take
liability for insurance at any point in time.
●
The Service Provider's payment of the agreed amount as prescribed in the
relevant sub-clause and issuance of a COF to the party, if applicable in terms of the
relevant sub- clause, would be treated as a full and final settlement on part of the
Service Provider towards the party for the corresponding claim. Further, the party
irrevocably agrees that the Service Provider shall have no further liability towards it in
respect to such claims.

9. SUB-LICENSING/SUB-CONTRACTING AND ASSOCIATION WITH

OTHER ASSOCIATES OF DELHIVERY

ASSOCIATE shall not sub-license/ sub-contract to any third party in the Territory the
technical information, rights and licenses acquired by it hereunder, except when the
terms and conditions of such sub-license are previously agreed upon in writing by all
parties involved, i.e. such Third party, ASSOCIATE and DELHIVERY.

ASSOCIATE can enlist individuals/ businesses in his/her territory as AGENTS who will
collect consignments from customers on behalf of the ASSOCIATE and hand over on a
daily basis to be manifested on the Delhivery One portal. These AGENTS will not be
considered as subcontractors of Delhivery and any liability arising from their actions
will be attributed to and borne by the ASSOCIATE solely.

The ASSOCIATE will be responsible for ensuring adherence of pricing and labeling
guidelines by the AGENT. The ASSOCIATE will also take express approval from

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DELHIVERY before authorizing use or display of marketing collaterals at the place of
business of the AGENT.

Further the ASSOCIATE shall never have any association or arrangement direct or
indirect with any other ASSOCIATE of DELHIVERY independent of DELHIVERY and
violation of this clause will entitle DELHIVERY to terminate the Agreement without
giving any notice in advance and initiate legal action if required.

10. SALES, MARKETING AND OBLIGATIONS OF THE PARTIES

10.1
Each of the parties shall perform its obligations as set forth in SCHEDULE I , II &
III attached hereto relating to Outbound Consignments or as may be informed by
Delhivery through mail or any written communication.

10.2
The parties at all times keep each other's consignments in its possession and
under its control safe from theft, loss, weather and all other dangers and shall ensure
consignments are not delayed or detained unnecessarily by any government officials in
the Territory.

10.3
The ASSOCIATE shall duly perform, observe, abide by and otherwise comply
with all Government or Statutory laws as applicable to the said activities/operations
from time to time and for the time being in force and so far as to the extent they are
required to be observed, performed or complied by it.

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10.4
DELHIVERY will provide specialized Know How as to information technology for
providing computerized feedback to clients all over the country. DELHIVERY will bear
the costs associated with branding, setup, hardware, and software. The ASSOCIATE will
be responsible for covering the manpower costs, rent as agreed between the Parties,
and 50% of the marketing costs or as agreed between the Parties..

10.5
Delhivery shall notify maximum selling rates in all categories (domestic courier

and cross border courier) for its products from time to time circulars. An associate shall

not charge rates exceeding those notified or directed by the Company from any

customer- whether walk-in on cash or direct/ regular clients on credit, on any grounds

whatsoever. Any violation on this count shall be viewed seriously Delhivery reserves its

right to terminate this Agreement for any violations on the part of the Franchisee .

10.6
The ASSOCIATE agrees to deploy the below resources to promote the sale of
Outbound Consignments in the Territory:
○ One dedicated resource for business development

10.7
The ASSOCIATE agrees to comply with all of the DELHIVERY specifications,
standards, policies and operating circulars and procedures as DELHIVERY may prescribe
from time to time in writing relating to the manner in which the sales, service support
and marketing of Outbound Consignments is to be performed.

10.8
The ASSOCIATE agrees to invest INR _____ per month on marketing, with
DELHIVERY contributing 50% of this marketing cost from Month 1 onwards.

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Additionally, the ASSOCIATE will bear the full manpower costs from Month 1 and a
portion of the rent from Month 4 onwards, depending on the location. After the initial
support period, DELHIVERY will continue to support the store with design and creative
assets only.

10.9 The marketing plan along with investments from DELHIVERY’s end will be
shared with the ASSOCIATE at the beginning of every quarter (1st week of last month
of previous quarter). The ASSOCIATE will have 10 days to get back to DELHIVERY for
additional support which will then be evaluated and approved suitably.

10.10 The ASSOCIATE shall ensure that it shall at all times have a sufficient number of
customer service staff to meet the demands of the Outbound Consignments.

10.11 The ASSOCIATE shall ensure the store is open and has staff at the reception who
have the right knowledge to be able to assist any customer who walks in all all times
while the store is operational. The store will have to be kept operational from 10am to
7pm from Monday to Saturday without fail. If the store needs to stay shut for more
than 2 consecutive working days due to unforeseen circumstances from the
ASSOCIATE’s end, the ASSOCIATE will need to inform DELHIVERY along with the reason.

10.12 The ASSOCIATE agrees that the DELHIVERY products and services provided by it
shall be of a high quality and further agrees to promptly correct any deficiencies
therein brought to its attention by DELHIVERY.

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10.13 The ASSOCIATE shall notify DELHIVERY every month the data concerning the
volume, sales and pricing of its services and also shall supply any information
reasonably requested by DELHIVERY concerning the same.

10.14 The ASSOCIATE agrees and undertakes to use its best efforts to promote the
sales of the products and services in the Territory and to develop the market to mutual
advantage of DELHIVERY and the ASSOCIATE.

10.15 Delhivery reserves the right to mandate the associate to hand over a client
account to be directly managed by Delhivery’s own team without expressly stating the
reasons.

10.16 Delhivery will also pass on existing accounts and new client accounts to the
associate if Delhivery feels the account can be managed and grown better by the
associate. There will be no fixed schedule for this activity.

10.17 DELHIVERY will provide the store location and contribute to the setup costs. The
ASSOCIATE shall give thirty (30) days prior written notice to DELHIVERY if they wish to
change the office location from the one provided by DELHIVERY or change the name of
the ASSOCIATE mentioned under this Agreement. The ASSOCIATE shall also provide
supporting documents for the change in location or change in name within seven (7)
days of such change to DELHIVERY. Any change in location shall be mutually agreed
upon in writing.

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10.18 DELHIVERY shall decide the requirements of training of ASSOCIATE personnel in
selling Outbound Consignments and the training shall be conducted at the location
designated by DELHIVERY and at such time and for such duration as DELHIVERY may
decide. The ASSOCIATE shall be responsible for the traveling expenses of the trainee.
The traveling expenses of the trainer shall be shared equally between the parties.

10.19 The Associate shall not book / handover or allow to be handed over any
Shipment which is banned, restricted, illegal, prohibited, stolen, infringing of any third
party rights, hazardous or dangerous or in breach of any tax laws or contains any cash,
jewellery (excluding artificial jewellery), gold, silver, diamond, platinum, precious
metals, precious stones, currency, bullion, letters and financial and security
instruments (“Notified Goods”) and Service Provider shall not be liable for the Delivery
of any such Shipments. Without prejudice to the generality of the aforesaid, an
indicative list of the banned or prohibited products is given in Schedule IV. In cases
where the Associate is booking/handing over liquids or chemicals, the Associate will
share with the Service Provider the chemical compositions of the product along with
the concentration of each component. Additionally, if the Associate is booking/handing
over any hazmat product in the Shipment, the Associate will share with the Service
Provider the composition and flammable categorization for each product. Further, in
the event of a breach of the terms of this clause by the Associate, the Service Provider
shall not be held liable for any damage or loss, additionally, the Associate shall
indemnify, defend and hold harmless the Service Provider from and against any claims,
demands, actions, liabilities, costs, interest, damages, penalties and/ or expenses of any
nature whatsoever (including all legal and other costs, charges and expenses) incurred

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or suffered by the Service Provider due to such breach on part of the Associate. The
Associate shall also be liable to pay the Service Provider an amount of INR 25,00,000
(Rupees Twenty-Five Lakhs) (“Penalty”) per instance if the Associate books/hands over
any Shipment containing Notified Goods to the Service Provider without intimating the
Service Provider or by sharing an incorrect/inaccurate description of such Shipment
with the Service Provider. The Service Provider will have the right to adjust the Penalty
against any amount owed to the Associate.

10.20 The Associate shall ensure that the packaging of the products is safe, proper
and adequate to withstand the normal transportation and environmental hazards.
Notwithstanding anything contained in this Agreement, Delhivery shall bear no liability
for any product it deems to have inadequate / improper packaging.

10.21 Said To Contain Basis & Inspection: It is expressly understood by the Parties that
all Shipments agreed to be delivered by Delhivery are on “SAID TO CONTAIN BASIS” i.e.
Delhivery shall be under no obligation to verify the description and contents of the
Shipments declared by the Associate. The Associate shall undertake to make proper,
true, fair, correct and factual declaration regarding description and value of Shipments.
Notwithstanding anything contained in this Agreement, Delhivery has the right
however, not an obligation, to inspect any shipment consigned by the Associate to
ensure that all the items are capable of carriage to the destination within the standard
operating procedure and handling methods. At no point in time does Delhivery take
any liability or warrant that any particular Shipment to be delivered is capable of
carriage without infringing the law of any state of the country from/ to or through
which the Shipment may be carried. Delhivery reserves the right to refuse to deliver

Page 23 of 49
the Shipments that do not conform to these terms and conditions without assigning
any reasons whatsoever.

10.22 DELHIVERY shall have the right to introduce new services at any time. The
ASSOCIATE shall be liable to sell and market all services, both existing and new, as
instructed by DELHIVERY. The ASSOCIATE shall follow DELHIVERY's guidelines and
instructions for marketing and selling these services to ensure consistent and effective
promotion across all locations.

10.23 DELHIVERY reserves the right to carve out portions of an existing Territory
assigned to an ASSOCIATE into a new Territory if DELHIVERY determines that the
potential for business growth in that area is high and that it cannot be adequately
served by the current ASSOCIATE alone. In such a scenario, the incumbent ASSOCIATE
will be given the first opportunity to open an additional location in the newly carved-
out Territory. DELHIVERYshall notify the ASSOCIATE in writing of this opportunity, and
the ASSOCIATE must respond within [specified time period, e.g., 30 days] from the date
of notification. If the ASSOCIATE declines the offer or fails to respond within the
specified time period, DELHIVERY reserves the right to offer the opportunity to operate
in the newly carved-out Territory to a new associate.

11. CONFIDENTIALITY

11.1 ASSOCIATE agrees that all information, whether written or oral, including but
not limited to know-how, standards, instructions, procedures, notes or methods of

Page 24 of 4924
business or such confidential or proprietary information which DELHIVERY may disclose
to ASSOCIATE pursuant to the terms of this Agreement, shall be received and held by
them on a strictly confidential basis and shall be used solely for the purposes of this
Agreement and except as provided in this Agreement, may not be disclosed to any
person or business entity whatsoever.

11.2 ASSOCIATE will not, without DELHIVERY’s express written permission, make or
have made, or permit to be made, copies of any of the information other than those
necessary for its use hereunder.

11.3 The Technical Know-How, procedures and documents furnished here under be
deemed to be and shall remain the property of DELHIVERY.

11.4 DELHIVERY shall designate an individual or individuals who shall have authority
to consider and decide upon any request from the ASSOCIATE with regards to consents,
permission or approvals as contemplated in Para’s in 11.1 and 11.2 above.

11.5 Neither the expiry of this Agreement, nor the early termination thereof for any
reason whatsoever shall release either party from any of its obligations under 11.1,
11.2, 11.3 above.

11.6 Data Protection: ASSOCIATE shall comply with all applicable data protection
regulations. ASSOCIATE shall ensure that any consignee, end customer information
collected by the ASSOCIATE is solely used by the ASSOCIATE to provide the services and
perform its obligation under this Agreement. The ASSOCIATE shall maintain

Page 25 of 49
administrative, technical, and physical safeguards designed to protect the personal
information it receives and provide against accidental, unlawful, or unauthorized
destruction, loss, alteration, access, disclosure, or use. ASSOCIATE shall ensure that it
has all consents required by applicable law to process the personal information
received by it or to provide it to Delhivery and shall ensure that any customer providing
personal information to ASSOCIATE shall also have consent to do so. ASSOCIATE shall
indemnify, defend and hold harmless DELHIVERY from and against any claims,
demands, actions, liabilities, costs, interest, damages, penalties and/ or expenses of any
nature whatsoever (including all legal and other costs, charges and expenses) incurred
or suffered by DELHIVERY and its directors or officers or employees or customers due
to such breach on part of the ASSOCIATE and/or the ASSOCIATE'S Representatives of
this clause. ASSOCIATE acknowledges that DELHIVERY will use any personal
information received by DELHIVERY as per the terms of this Agreement and as per
www.delhivery.com
DELHIVERY’s privacy policy available at .

12. MISCELLANEOUS

12.1 Supply of stationery, Airway bills etc.

12.1.1 DELHIVERY shall make available for sale of the ASSOCIATE sets of Airway bills to
be used for booking shipments (International and Domestic) on a cost basis for the
duration of this Agreement or any renewals. ASSOCIATE is under obligation to use the
Airway bills only for the shipments to be sent in its operational network. In case of
misuse of the Airway bills, DELHIVERY shall exercise the right available to it under sub-
clause 7.2 of this agreement.

Page 26 of 4926
12.1.2 DELHIVERY may also make available, all other packaging material and stationery
(manifests, challans, marketing material including document sleeves etc.) on a cost
basis, for which purposes, the ASSOCIATE would have to raise periodic indents.

12.1.3 Associate is expected to participate in marketing activities in order to grow the

business in his local market from time to time at a cost sharing basis. These
opportunities can be identified by either Delhivery or the Associate. The decision to
participate will be taken post deliberation between both parties.

12.2 Additional Documents

Each party hereto shall promptly execute and deliver such additional documents as are
reasonably required by the other party hereto for the purpose of implementing this
agreement provided that no such document shall be inconsistent with the provisions
hereof.

12.3
Independent Contractors: - The relations between parties for all the purposes
of this agreement or matters arising from this Agreement shall be that of independent
contractors and nothing contained herein, shall constitute either party the agent of the
other.

12.4
Jurisdiction: - Notwithstanding the place of signing of the agreement, the
Parties expressly agree that Courts of competent jurisdiction at New Delhi shall have

Page 27 of 49
exclusive jurisdiction in all matters of dispute arising hereunder and objection regarding
jurisdiction shall not be raised by either party.

12.5
Force Majeure: - Neither party shall be deemed to be in material breach of the
Agreement, or otherwise be liable to the other, by reason of any delay in performance
or nonperformance of any of its obligations or loss of Shipments, other than the
payment of money, under this Agreement, caused by an event or occurrence beyond
its control or remedy (a “Force Majeure Event”), including, without limitation, Acts of
God, natural disasters, acts of civil or military authority, government priorities, fire,
floods, epidemics, quarantine, energy crises, strikes, lockdown, wars, riots, terrorist
acts or accidents, provided storage charges shall continue to accrue during the
continuation of the Force Majeure Event. Immediately upon discovery of a Force
Majeure Event, the affected Party shall within 7 days notify the other Party. The date
for performance of any obligation under the Agreement which is delayed by a Force
Majeure Event, shall be suspended for a period equal to the delay caused by such
event.

A force majeure event will not absolve the Associate of its responsibility towards
payments for existing services and/ or services already rendered prior to the happening
of such event.

Further, Parties agree that during a force majeure event, Delhivery will not incur any
penalty/ liability for not meeting the agreed TATs/ SLA. Delhivery will try and minimize
the risk to the Associate to the lawful and reasonable extent permissible.

Page 28 of 4928
12.6
Assignment and sub-contracting: - The Associate shall itself perform its
obligations under this addendum and the said principal agreement. For any kind of sub-
contracting/ assignment, Associate needs the prior written approval of Delhivery. The
Parties agree that by executing this Agreement, the Associate gives Delhivery the right
to sub-contract the entire or part of the services under this Agreement to any of
Delhivery’s subsidiaries and/or affiliates.

12.7
Waiver: - No express waiver or assent by either party to any breach of or
default in any term or condition of this Agreement shall constitute a waiver of or
assent to any other breach of or default in the same or any other term or condition
hereof.

12.8 Construction: - This Agreement sets forth the entire Agreement and
understanding between the parties with respect to the subject matter hereof.

12.9 Applicable Law: - This Agreement shall be construed and enforced according to
the laws of the Republic of India.

12.10 Amendments: - This Agreement shall not be amended, altered or modified

except by an instrument on writing expressly referring to this Agreement and signed by
the parties hereto.

Page 29 of 49
12.11 Representations and Authority: - Each party represents and warrants that it is
permitted by its respective corporate charters and incorporating documents to enter,
and are not restrained, prevented or inhibited (by way of contract or arrangement to
which they are a party) from entering into this Agreement and undertaking the
obligations herein.

12.12 Notices: Except as specifically provided herein, all notices required hereunder
shall be in writing and shall be given by personal delivery, facsimile, international
courier service of recognized reputation or by registered postage prepaid, return
receipt requested, to the parties at their respective addresses first set forth above, or
to any party at such other addresses as shall be specified in writing by such party to the
other parties. All notices shall be deemed effective upon personal delivery, or one
business day following receipt by facsimile, or seven days following deposit in the mail
or three business days following deposit with any international courier service of
recognized reputation.

12.13 Insider Trading: ASSOCIATE, may, during its engagement with DELHIVERY,
whether before, and/or after entering into this Agreement, have access to certain
Unpublished Price Sensitive Information (“UPSI”) of DELHIVERY. Consequently, the
ASSOCIATE acknowledges and undertakes that neither it nor its subsidiaries, affiliates,
directors, officers, employees, lawyers and accountants or other similar connected
person (“ASSOCIATE’S Representatives”) shall indulge in any manner of ‘insider
trading’ activities and shall further comply with the ‘insider trading code’ and ‘insider
trading regulations’ as laid down by the Securities and Exchange Board of India

Page 30 of 4930
(including the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015) and DELHIVERY from time to time.

Further, the ASSOCIATE shall ensure that neither it nor any of the ASSOCIATE’S
Representatives shall:
(i) communicate, provide or allow access to any such UPSI to any person except where
such communication is in furtherance of a legitimate purpose, performance of duties
under this Agreement or discharge of legal obligations; and
(ii) procure from or cause the communication by any insider of UPSI relating to
DELHIVERY or its securities listed on the stock exchanges except in furtherance of a
legitimate purposes, performance of duties under this Agreement or discharge of legal
obligations; and
(iii) trade in the securities of the Service Provider when in possession of UPSI.

Further, in the event of a breach of the terms of this clause by the ASSOCIATE and/or
any of the ASSOCIATE'S Representatives, the ASSOCIATE shall indemnify, defend and
hold harmless DELHIVERY from and against any claims, demands, actions, liabilities,
costs, interest, damages, penalties and/ or expenses of any nature whatsoever
(including all legal and other costs, charges and expenses) incurred or suffered by
DELHIVERY and its directors or officers or employees due to such breach on part of the
ASSOCIATE and/or the ASSOCIATE'S Representatives.

Page 31 of 49
IN WITNESS WHEREOF, the parties hereto have hereunto set and subscribed their
respective hands the day and the year first hereinabove written.

For DELHIVERY LIMITED For _________________________

________________ ____________________
Authorized Signatory Authorized Signatory
Name: _____________ Name: _____________________
Designation: ________________ Designation: _________________

Page 32 of 4932
SCHEDULE I

SCOPE

Franchisee is responsible for the following :

1) New business development in the allocated territory market
2) Servicing existing clients in the territory
3) Connect all the shipments to Delhivery DC /PC , or as agreed.
4) Payments of Bills raised as per due date
5) Display of Delhivery marketing material for business generation.
6) Undertake BTL activity timely for enhancement of the business.

KPIs - KEY PERFORMANCE INDICATORS

Operational hygiene
● Store operational hours: 10am to 7pm, Mon to Sat
● 100% call response rate during working hours (Airtel business number)
● Prompt response (<2 days TAT) to Google Business reviews, comments,
messages and queries
● Adherence to lead management process as mandated by Delhivery

Marketing investment
● Overall marketing spend of ________ per month - ongoing

Volume (based on the territory of the store)

Page 33 of 49
 Business line 6 month exit 12 month exit

Courier

PTL

XB

● Volume KPIs will be agreed upon by Delhivery and the Associate at the
beginning of the engagement.

● Upon not fulfilling agreed upon KPIs at the 6 months mark/ 12 month mark,
Delhivery reserves the right to put the partner on probation for 2 months with clear
improvement parameters that will be measured and reported periodically. Post which,
in the absence of improvement, Delhivery can initiate the process of termination of
contract.

● The KPIs for each year will be set in the annual planning cycle (Jan - Feb of the
previous financial year) and the same will be appended in the contract on an annual
basis.
● In case the Associate has already partnered with Delhivery on the Last Mile
delivery contract, he/she will have to ensure that the deliverables on the other contract
are met in addition to the target KPIs mentioned in this contract. The two contracts are
exclusive of each other in prices, terms and conditions.

STORE VOLUME AND CLIENT TRANSFER THRESHOLDS

Page 34 of 4934
● The Associates will be allowed to manage a maximum monthly volume of 1300
courier shipments and/ or 50T of PTL load per outlet. Upon breaching the threshold,
the associate will have to invest in another store in a location agreeable to both parties

● Any individual client onboarded by the associate will be moved to be managed

directly by Delhivery as soon as the monthly volume breaches the 1000 for two
consecutive months.

COMMERCIALS
Operational mode (Select the relevant mode)

𝥀 Pre paid

𝥀 Post paid

For postpaid, mention the quantum of security deposit here ___________

FEES

The above rate cards shall apply only to shipments with the store location the same as
the client warehouse for the purpose of pickup.

Page 35 of 49
In cases where the pickup address in the manifest is not the same as store location, the
standard rate card will be applied to such AWBs.

The Fees shall be calculated as set out in Schedule II. The Parties mutually agree that:

a. Base Price - The diesel base price is pegged at [INSERT XX] INR / L

b. New Diesel Price - The daily average of diesel prices, [Insert Option as
applicable], across the 4 metros [Insert metros as applicable] will be considered as the
rate of diesel for the month.

c. For every [INSERT XX ]% (percent/Rs. per litre) increase / decrease in the New
Diesel Price from the Base Price, there will be a corresponding increase / decrease of
[Input - Client Level Factor (refer above)] in the total freight charges. There will be no
change to the freight charges for an increase / decrease of less than [ INSERT XX ]%
(percent/Rs. per litre) in the New Diesel Price from the Base Price.

Calculation:

For every change in fuel rate X corresponding change in freight = Fuel hike applicable

Page 36 of 4936
 VALUE ADDED SERVICES
Delhivery will introduce value added services such as packaging and insurance that the
Associate will be able to sell at the store. The pricing and SOP for any new service will
be rolled out at the time of the service introduction by way of an addendum.

SCHEDULE II - OBLIGATIONS FOR OUTBOUND CONSIGNMENTS

ASSOCIATE OPERATIONAL OBLIGATIONS:

1. Ensure that the Manifest shared for initiation of the Delivery Services is correct
and complete in all respects as per the format shared by the Service Provider.
2. Ensure that the consignor or his representative signs the airway bill which is
complete in all respects in legible writing and also any other related documents
3. Ensure that the consignment is properly packed to protect against risk of loss or
damage.
4. Ensure necessary security checks are done on the consignment to ensure that it
does not contain goods prohibited as per terms of carriage. The associate shall accept
open box shipments only in order to.

DELHIVERY OPERATIONAL OBLIGATIONS (DOMESTIC):

1. Receive the shipment at the transfer point after clearance.
2. Check the consignments to ensure they are undamaged and in good condition.
3. In case of transshipment sort, bag, manifest and forward consignment.
4. Deliver the consignment to the consignee shown on the airway bill The proof of
delivery (ePOD) should clearly show the name of the signatory, the date and time of
delivery and damage to contents of shipment if any.

Page 37 of 49
5. If it is not possible to deliver any Outbound Consignment before the close of the
office hours, to raise a Non-delivery Report (NDR) within the time frame agreed in
writing separately and in the format set out.
6. Collect tax from the consignee if any.
7. Ensuring where an Outbound Consignment is not delivered on first attempt an
agreed number as agreed separately in writing is made.
8. Maintain a sufficient fleet of vehicles in good condition to affect deliveries.

Forward Delivery of the Shipments

1. The Service Provider will pick up and deliver from regions within its Territory,
the Merchant’s Shipments on any Business Day as required by the Merchant.
2. The Service Provider will make 3 (three) attempts to deliver the Shipments to
the Customers as per the information shared in the Manifest except where the address
provided is wrong or in circumstances where the Customer cancels the order placed. In
such circumstances, the Service Provider shall inform the Associate of the same and
initiate Returns within 48 hours of the same.
3. The Associate will be required to provide the Service Provider an alternate
instruction for delivery against the undelivered shipment, as informed by the Service
Provider, within 24 hours of being informed of such by the Service Provider.
4. If the customer cancels the shipment using a 4 digit cancellation code or
validates the cancellation remark on IVR, the shipment will be marked for return
immediately and no further reattempt requests will be entertained by the service
provider in this regard.
5. If the Service Provider is unable to deliver the shipment within 18 days from the
date of pickup, the shipment will be returned back to origin.

Page 38 of 4938
 Return of the Shipments
1. Shipments which are not accepted by the Customer for any reason whatsoever
will be returned to the associates store location
2. Return/reverse pickup shipments which are not accepted by the Merchant due
to any other reason, shall be disposed off after 7 days of first attempt and shall be
closed as RTO Delivered. No claim will be accepted by the Service Provider in such
cases.
PODs
It is understood that at the time of delivering the Shipments in case of Forward
Delivery, Returns and/ or Reverse Pickups, the Service Provider shall obtain the
signature of the Customer or his representative on a document/FE App which is
referred to as a Proof of Delivery ("POD"). The Service Provider will not bear any
liability for the Shipment once the same has been delivered to the Customer.In case the
delivery is done with a four digit delivery code, no POD will be provided. The Service
Provider shall make available to the Merchant, any POD’s as may be required by the
Merchant if such request is raised within 15 (fifteen) days of the date of delivery of the
Shipment. The Service Provider will be under no obligation to provide any proof of
delivery of the Shipments beyond such agreed period.
Demurrage
All Shipments picked up by the Service Provider from the Customers will be returned to
the Merchant at the location(s) as specified by the Merchant in the manifest uploaded
by the Merchant at the time of initiation of such pickup. In case of non-acceptance of
such Shipments by the Merchant except for reasons such as damage of the Shipment
where such damage is attributable solely to the acts or omissions of the Service
Provider, the Service Provider reserves the right to levy suitable demurrage charges for

Page 39 of 49
extended storage of such Shipments for any period exceeding 7 (seven) days from
initiation of the return of Shipments and up to 30 (Thirty) days from such date.

SCHEDULE III - GENERAL OBLIGATION OF THE ASSOCIATE

DISCREPANCY IN WEIGHT
In case of any discrepancy in dense/volumetric weight, the weight taken by Delhivery/
Delhivery’s partner will be deemed to be final and charges will be billed to the
ASSOCIATE’S account accordingly.

The ASSOCIATE should therefore ensure that weights are mentioned on the airway bills
accurately at the time of booking so that there should be no discrepancy in weight of
shipments traveling to Delhivery’s hubs/offices for final connections/deliveries.

CARRIAGE OF PROHIBITED, BANNED AND ILLICIT CONSIGNMENTS

ASSOCIATE shall physically verify and inspect the Shipment and the same to be
compulsorily mentioned under the Contents column of the airway bill. Declared value
of the consignment shall also be mentioned under the declared value column of the
airway bill and a copy of the invoice shall be attached as supporting.

I. A self-attested copy of any of the following document(s) shall be

compulsorily collected from the shipper/consignor and shall be attached with the
airway bill as a proof of identity and residence:

Page 40 of 4940
 a.i.Voter Identity Card
a.ii.Valid Passport
a.iii.Driving License
a.iv.PAN Card and Ration card
a.v.PAN Card and residential electricity/telephone bill copy
a.vi.Any other document(s) confirming the proof of identity and residential address of the
shipper/consignor.

II. Noncompliance with the above operational guidelines shall result in

summary seizure of such consignment by DELHIVERY besides the imposition and
recovery of penalty and damages from the ASSOCIATE.

III. In case the consignment on reasonable suspicion turns out to contain

prohibited, banned or illicit material the same will be handed over to police/law
enforcement authorities for necessary action. Any penalty arising from the same will
have to be incurred by the Associate only.

ADC NOC FOR ALL CHEMICAL / PHARMA SHIPMENTS

DELHIVERY will accept only those chemical / pharma shipment if the
following documents accompany the ASSOCIATE.
1. 3 Set original invoices should be on shipper letter head with stamp - Mandatory
2. 16 points MSDS report should be on shipper stamp and signature
3. Lab analysis report should be with stamp and signature
4. Non-hazardous Declaration on shipper’s letter head
5. ADC NOC certificate in original

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6. In Case The Associate Cannot Produce The Adc Noc Delhivery Can Procure The
Same On The Associates Behalf But For A Fee Of Rs.350/- Per Noc

BOOKING THE SHIPMENTS FROM OUTSIDE THE REGION

ASSOCIATE is not permitted to book consignments or to undertake any other business
activity which is outside the territorial boundary of business assigned to him, in case of
failure on the part of ASSOCIATE, DELHIVERY will charge full tariff for all shipment
originating from outside the agreed region.

NDR AND CUSTOMS DUTY

For all the undelivered International Shipments which are lying pending at the
destination with reasons such as bad address will be given 7 days to close the case. In
case of any clearance/duty payments or any other reason ASSOCIATE will be given 15
days from the date of the information reaches Associate for his line of action. If
Delhivery does not receive any feedback within the given time frame, the shipments
will be destroyed/returned/delivered (in case duty is refused by the consignee) and the
charges on the shipment will be billed to Associate’s respective account.

SCHEDULE IV - Terms of Delhivery Miles

1. The Merchant is required to charge and subsequently re-charge the Delhivery

Miles in accordance with the estimated Fees for the Services opted by the Merchant.

2. The Merchant can add Delhivery Miles by using his Debit Card/ Credit Card/
Online Bank Transfer directly from the web based portal provided to the Merchant.

Page 42 of 4942
3. The Merchant is obligated to maintain a minimum amount of Delhivery Miles as
informed by the Service Provider from time to time for availing Delivery Services from
the Service Provider (“ Minimum Balance”). In case the Delhivery Miles fall below the
Minimum Balance being Rs 1000 /-, the Merchant will no longer be able to use the
Delivery Services of the Service Provider.
4. The value of the Delhivery Miles shall be as updated on the Service Provider’s
website at the time of availing the Delhivery Miles.
5. The Fees shall only be deducted from the Merchant’s Delhivery Miles account
only.
6. All variations in the actual Fees as determined in accordance with Schedule-II
and the Fees paid by the Merchant by redeeming the Delhivery Miles shall be settled
between the Merchant and Service Provider at the end of month or at a time decided
by the Parties.
7. The Fees deducted from the Merchant’s Delhivery Miles shall be inclusive of
Service Tax and Fuel Surcharge. Entry Tax and OCTROI charges (as applicable) shall be
invoiced separately and deducted from the Merchant’s Delhivery Miles.

Warranties

1. The Service Provider shall not be liable for any loss in business/customer/
customer complaints/damages suffered by the Merchant as a consequence of the
inability of the Merchant to maintain Minimum Balance for the Delhivery Miles and in
such circumstances the Service Provider shall have the right to temporarily suspend all
Services and refusal to accept any further orders.

Page 43 of 49
2. The Service Provider shall not have be held responsible or liable for any loss
caused to the Merchant or be held liable to refund any Fees, in case the Merchant
provides wrong information in the Manifest.

3. In case there is any discrepancy in the information uploaded by the Merchant

on the Merchant’s Account, then it shall be reconciled only at the end of the month. In
case Delhivery Miles need to be refunded to the Merchant, it shall be credited to the
Merchant’s Delhivery Miles account. In case the Merchant needs to pay additional
money to the Service Provider, corresponding Delhivery Miles shall be deducted from
the Merchant’s Delhivery Miles account. In case the Merchant’s Delhivery Miles are not
sufficient to redeem the same then the Service Provider shall temporarily terminate the
Services till the Merchant recharges the Delhivery Miles with such amount.

4. The Service Provider shall be authorized to deduct from the Merchant’s

Delhivery Miles the following amounts:
1. Amount credited to Merchant’s Delhivery Miles in default; 2. any other amounts due
from the Merchant to the Service Provider; 3. Amount credited due to invalid
transactions.

SCHEDULE V - List of banned or Prohibited Products

Dangerous Goods
●
Oil-based paint and thinners (flammable liquids)
●
Industrial solvents
●
Insecticides, garden chemicals (fertilizers, poisons)

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●
Lithium batteries
●
Magnetized materials
●
Machinery (chain saws, outboard engines containing fuel or that have contained
fuel)
●
Fuel for camp stoves, lanterns, torches or heating elements
●
Automobile batteries
●
Infectious substances
●
Any compound, liquid or gas that has toxic characteristics
●
Bleach
●
Flammable adhesives
●
Arms and ammunitions
●
Dry ice (Carbon Dioxide, Solid)
●
Narcotic Substances
●
Pressurized Containers

Restricted Items
●
Precious stones, gems and jewellery
●
Uncrossed (bearer) drafts / cheque, currency and coins
●
Poison
●
Firearms, explosives and military equipment.
●
Hazardous and radioactive material
●
Foodstuff and liquor
●
Any pornographic material
●
Hazardous chemical item
●
Tobacco Products

Page 45 of 49
 Schedule VI

SPECIAL CONDITIONS FOR CROSS-BORDER SERVICES

This Schedule V sets forth the special conditions applicable to the provision of cross-
border (XB) services by the ASSOCIATE under the Agreement. These conditions are in
addition to and shall prevail over the terms and conditions set forth in the main body of
the Agreement in the event of any conflict.

1. Customs Duty and Related Charges

1.1. The ASSOCIATE shall be responsible for the payment of all applicable customs
duties, taxes, and any other governmental charges levied on the shipments processed

Page 46 of 4946
under this Agreement. This includes, but is not limited to, duties related to the import
or export of goods, disbursement fees, and any other ancillary charges.

1.2. In cases where Delhivery incurs any such charges on behalf of the ASSOCIATE, the
ASSOCIATE shall reimburse Delhivery within [number of days] days of receiving a
written request for reimbursement, accompanied by relevant supporting documents.

2. Disbursement Fees

2.1. The ASSOCIATE shall be responsible for all disbursement fees incurred in the
process of customs clearance, including fees paid to customs brokers, agents, or other
third parties acting on behalf of the ASSOCIATE.

2.2. Any disbursement fees paid by Delhivery on behalf of the ASSOCIATE shall be
reimbursed to Delhivery within [number of days] days of the request for
reimbursement.

3. Miscellaneous Charges

3.1. ODA (Out of Delivery Area) and OPA (Out of Pickup Area) Surcharges: The
ASSOCIATE agrees to bear all additional charges associated with deliveries or pickups
made in areas classified as ODA or OPA. These charges will be in accordance with
Delhivery's prevailing rates at the time of service.

3.2. AHS (Weight & Packaging) Surcharges: The ASSOCIATE shall be liable for any
additional charges that arise due to discrepancies in the declared weight and
dimensions of the packages, as well as any additional packaging requirements that may
be necessary to comply with Delhivery’s packaging standards.

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3.3. Address Change Fees: In the event of a required address change after the
consignment has been dispatched, the ASSOCIATE shall be responsible for all fees
associated with rerouting the consignment to the new address. These fees shall be
determined based on Delhivery’s prevailing rates at the time of the change.

3.4. Return Charges and Duties: Should any consignment be returned to the sender
due to non-delivery, incorrect address, or any other reason not attributable to
Delhivery, the ASSOCIATE shall bear all return shipping charges, duties, and any
associated fees. The return charges will be calculated based on the original route and
applicable rates.

4. Reimbursement and Payment Terms

4.1. Any charges or fees mentioned in this annexure that are paid by Delhivery on
behalf of the ASSOCIATE shall be invoiced to the ASSOCIATE on a [weekly/monthly]
basis.

4.2. The ASSOCIATE agrees to settle all such invoices within [number of days] days from
the date of receipt. Delays in payment may attract interest at a rate of [X]% per month,
calculated on a daily basis until full payment is made.

4.3. In the event of any dispute regarding the charges, the ASSOCIATE shall notify
Delhivery within [number of days] days of receipt of the invoice, specifying the nature
of the dispute. Both parties shall endeavor to resolve the dispute amicably within
[number of days] days.

5. Applicability and Amendments

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5.1. The special conditions outlined in this annexure shall apply to all transactions
carried out under this Agreement unless otherwise specified in writing by both parties.

5.2. Delhivery reserves the right to amend the rates or terms related to the special
conditions mentioned herein, with prior notice to the ASSOCIATE. Any such
amendments shall take effect [number of days] days after the notice has been issued.

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