The Terms with you are as follows:
1. Structure of Terms
Our Terms shall consist of this Letter, together with the addenda (individually, an “Addendum”) addressing areas of collaboration agreed to by both of us (this Letter and any and all such Addenda are collectively the “Terms”). In connection with each Addendum, we will designate those actions, responsibilities and services to be respectively provided by each of us. In the event of a conflict, the terms contained in an Addendum will supersede conflicting terms contained in these Terms.
2. Intended Projects
We each agree to work in good faith with one another on certain collaborative projects, (as described below) or other projects as we mutually agree, in connection with the item(s), which include Groceries, Food, medicines, cosmetics, other licensed drugs, Beauty products etc. made available to the customer [each an “Item(s)”] via the FIDOO App. Each project will be further specified in an Addendum, and any such project will only be undertaken once we mutually execute such Addendum.
3. Availability on FIDOO
The suggested search term(s) or Merchant item(s) visible on the FIDOO App is the general availability of Item(s) during the Merchant’s normal business hours. The Merchant’s customers (the “Buyers” and/or “FIDOO App Users”/” User(s)”) may select & order Item(s) from the displayed search term(s)/listing(s) on the FIDOO App.
The “FIDOO Web Dashboard” and “FIDOO Merchant App” will be made available to the Merchant to access on-demand orders by Delivery Partners. For the sake of clarity, FIDOO provides a platform for storers like yours to connect with Delivery Partners for delivery services, payment processing and related information services in connection with the sale of the Items. “Delivery Partner” is defined as an independent contractor who intends to provide on demand delivery services using FIDOO’s proprietary technology platform under license from FIDOO. FIDOO will not have any obligation to deliver the Item(s) as a platform provider. For purposes of delivery of the Items, FIDOO and the Delivery Partners shall operate under cover of any approval, license or permission required to operate your business at the Merchant Outlet and sell the Item(s). For the sake of clarity, you, through the services provided by Delivery Partners, are responsible for the delivery of Items and you maintain possession, control and care of the Items at all times. You shall have marketable legal right and title to sell the products or render the services. You shall not offer any products or services which are illegal, unlawful, expired and in violation of applicable laws and policies. FIDOO will not be liable for any damage or loss incurred by the Users in relation to the delivery of the Items and will follow reasonable guidance you provide regarding the delivery of the Items.
5. Availability of Item(s)
(A). Item(s). FIDOO will provide you reasonable advice regarding demand prediction, which you may use in connection with your determination of the quantity and type of Items made available via the FIDOO App. You are fully responsible for quality, safety and delivery of the Items and you shall adhere to all applicable laws and regulations in relation to the preparation, provision, packaging and delivery of the Items. You will determine any quality, portion, size, ingredient or other criteria (including those of laws and regulations) that apply to the Items (“Criteria”) and you are solely responsible for ensuring that the Items meet such criteria when then are made available via the FIDOO App. In the event of failing to provide Items that adhere to the Criteria (each, a “Substandard Item”), FIDOO is under no obligation to make such Substandard Items available for sale via the FIDOO App.
(B). Taxes. You are responsible for determining and setting the retail price (“Retail Price”) for each Item and duly informing FIDOO from time to time, including any Item discount(s)/discounts on offer from time to time. You shall be the “retailer” or “seller” of all Items for the purpose of any indirect tax (such as value added tax, sales tax, service tax, goods and services tax) (“Indirect Tax”) and the responsible party for collection and remittance of applicable Indirect Tax. For the sake of clarity, the Retail Price for each Item shall include Indirect Tax, as applicable. You undertake that all applicable taxes on item(s) & delivery would be deposited by you with the government treasury within stipulated timelines. Except as may be expressly agreed in this Terms, each party shall be responsible for its expenses and costs during its performance under this Terms.
(C). Item Inventory. You maintain title to all Item inventory until each Item is delivered to a User. You are responsible for the costs of all Items. Whenever a User wishes to avail Items as identified by the App, FIDOO will notify the Merchant Partner of the specifications and particulars of the order as is received from the User. Upon receipt of an order request from a User, the Merchant Partner shall keep ready the product or provide any service as required by the User. In the event the specifications are not sufficient for the Merchant Partner to process any order, the Merchant Partner must seek further information as required.
(D). Notwithstanding these Terms, FIDOO reserves the right to temporarily discontinue Services or permanently terminate with immediate effect for material breach or non-compliance by the Merchant Partner which includes, but is not limited to, the following instances:
- (i). User/Buyer complaints received by FIDOO which are directly or indirectly attributable to the quality of item(s) provided by the Merchant Partner either through poor ratings, as defined by FIDOO, through calls placed with FIDOO or through any other means;
- (ii). Sale of medicines requiring a prescription, without one to the User or the sale of medicines which are below the standard quality or prohibited from sale under any law;
- (iii). Breach of the provisions of the Drugs and Cosmetics Act, 1940 and the rules, including any other law applicable to the Merchant Partner;
- (iv). Breach of the provisions of the Food Safety and Standards Act, 2006 and the rules and regulations, made thereunder, by Restaurant Partner;
- (v). Breach of the representations and warranties of the Restaurant Partner; or
- (vi). Any other material breach of the terms.
Notwithstanding anything contained under this Terms, FIDOO has the right to immediately delist any of the products from the Platform, which is not in compliance with the rules or regulations, made thereunder.
(E). You are responsible for costs related to reimbursement to the Users in the event Users have either refused to pay for or have claimed partial or full refund, as applicable, for reasons that are attributable to Merchant Partner, including but not limited to, User’s expectations not being met or User dissatisfaction in relation to, inter alia, the quality of the Item(s), undelivered Item(s), discrepancy in the Item(s) delivered which is not in accordance with the Item placed and/or those Item(s) for which User requests for a replacement. (“Disputed Orders”) Any such User(s) request a refund for any Item(s) (including, without limitation, any costs associated with retrieving any such Item(s), if applicable), for reasons that are considered by FIDOO in its sole discretion as reasonable, for
- (i). request by the Users of refund or
- (ii). acceptance by the Delivery Partner of the request. FIDOO may deduct refunds from the payment made to you under these Terms.
(F). It is clarified that FIDOO shall not be liable to make any payment for a Disputed Order. FIDOO shall reserve the right to recover from Merchant Partner, the amount paid to Users/Buyers as refund up to the order value.
(G). In case of complaints from the User pertaining to item quality, or any other such issues, FIDOO shall notify the same to Merchant Partner and shall also redirect the Buyer to the consumer call center of the Merchant. Merchant Partner shall alone be liable for redressing and bound to take action on the complaints by the User. FIDOO has the right to share with the Merchant Partner, the relevant information including the Merchant details to enable satisfactory resolution of the complaint. FIDOO shall in the interest of satisfactory resolution of the Complaint, share with the User, relevant information pertaining to the Order along with Merchant details.
(A). If You wish to cancel a transaction on the Platform, you shall select the cancel option on the Platform. It is to be noted that You may not be allowed to cancel a transaction initiated on the Platform for which work the Delivery Partner has reached the pick-up location.
(B). The transaction initiated on the Platform may be cancelled, if:
- (i). Information, instructions and authorizations provided by You (including the details of pick up) is not complete or sufficient for Delivery Partner to execute the transaction initiated by You.
- (ii). If a Delivery Partner is not available to perform the services, as may be requested.
- (iii). If the transaction cannot be completed for reasons not in control of FIDOO including any technological glitch.
7. Confidential Information:
“Confidential Information” means any confidential, proprietary or other non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”), whether disclosed verbally, in writing, or by inspection of tangible objects. Confidential Information will not include that information that .
(A). was previously known to the Recipient without an obligation of confidentiality;
(B). was acquired by the Recipient without any obligation of confidentiality from a third party with the right to make such disclosure; or
(C). is or becomes publicly available through no fault of the Recipient. Each Recipient agrees that it will not disclose to any third parties, or use in any way other than as necessary to perform this Terms, the Discloser’s Confidential Information. Each Recipient will ensure that Confidential Information will only be made available to those of its employees and agents who have a need to know such Confidential Information and who are be bound by written obligations of confidentiality at least as protective of the Discloser as this Terms before such individual has access to the Discloser’s Confidential Information. Each Recipient will not, and will not authorize others to, remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Confidential Information. The foregoing prohibition on disclosure of Confidential Information will not apply to the extent the Discloser has authorized such disclosure, nor to the extent a Recipient is required to disclose certain Confidential Information of the Discloser as a legal obligation based on the applicable laws and regulations or order of a court, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose and reasonably assist in filing petition of objection etc. prior to making such disclosure. Upon expiration or termination of this Terms and as requested by a Discloser, each Recipient will deliver to the Discloser (or destroy at the Discloser’s election) any and all materials or documents containing the Discloser’s Confidential Information, together with all copies thereof in whatever form.
8. Representations and Warranties; Disclaimer
(A). Each party hereby represents and warrants that:
- (i). it has full power and authority to enter into this Terms and perform its obligations hereunder;
- (ii). it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin;
- (iii). it has not entered into, and during the Term (as defined below) will not enter into, any Terms that would prevent it from complying with or performing under this Terms (in your case, including without limitation, any exclusive Terms with any third parties for the availability of item via a technology platform); and
- (iv). the content, media and other materials used or provided as part of this Terms shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party.
(B). The Merchant further represents and warrants that it will comply with all applicable laws and regulations in its performance of this Terms rules and regulations made thereunder, including any law applicable to its engagement of Delivery Partners.
(C). The Merchant further represents and warrants that the details of the tax registrations provided by the Merchant and Indirect tax to be levied on each item to be made available for sale via the FIDOO App is as per Addendum, forming integral part of this Terms. The Merchant further confirms and declares that the information provided in Addendum and the copies of tax registrations, are true and correct, and assumes responsibility to intimate FIDOO in case of any change in the provided information. The Merchant undertakes that all Indirect Tax applied on each Item and Delivery made available for sale via the FIDOO App would be deposited with the Government Treasury within stipulated timelines.
(D). EXCEPT AS SET FORTH HEREIN, EACH PARTY MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR PURPOSE OF THIS TERMS.
9. Term and Termination
Either FIDOO or the Merchant Partner can terminate this contract providing 30 days’ prior written notice to the other. FIDOO shall delist the Merchant Partner at the end of the 37th Day. Upon termination in accordance with the terms hereof, Merchant Partner shall only be required to service Item(s) already placed through FIDOO prior to such expiry or earlier termination of these Terms, and FIDOO shall be entitled to receive Service Fee for such Item(s).
10. No Waiver
The Parties agree that nothing in this Terms shall be construed as creating the relationship of employer and employee, master and servant, or principal and agent, or a partnership, or a joint venture of any kind whatsoever between the Parties or between the parties and its respective contractors / employees.
12. Governing Law
All notices under these Terms shall be sent by registered post acknowledgment due, contemporaneous courier or email to the address mentioned below:
Twiclo Technologies Private Limited
Corp. Office: 1204, 12th FLOOR, EMAAR THE PALM SQUARE, SEC. 66, GURUGRAM, HARYANA, 122102
If the Merchant Partner notices any discrepancy in the settlement, the Merchant Partner may raise a ticket by writing an email to Growth@twiclo.com and the same will be mutually resolved by both parties within 7 days from the date on which the ticket was raised.