SERVICE AGREEMENT FOR PICK-UP AND DELIVERY

IMPORTANT: PLEASE READ CAREFULLY
This is an agreement to provide services between:
1. You or Zepton, and 
2. KiranaKart Technologies Private Limited (“We” or “Us” or “Zepto”) having its registered office is at 1st Floor, Plot 224, Sher E Punjab CHS, Mahakali Caves Road, Andheri East, Mumbai, Maharashtra, India, 400093 and is an owner of brand ‘Zepto’ inter-alia engaged in the business of providing logistics services viz., storing, sorting, handling and distribution of various consumer goods (last mile delivery) for third party retail operators (Client/s).
This agreement, the Annexures, the Payout Scheme agreed upon from time to time and the Privacy Policy form the entire agreement between You and Us. 

Here: Platform shall include (a) the mobile application in the name and style of Zepto licensed to Clients details of which are available on the website and (b) any other online portal or mobile application belonging to the third party.

Customer means users who place orders on the Platform.

You accept this agreement when You:
1. click the “accept” button below, or 
2. use the Partner App (as defined hereunder)
Note:
a. Partner App shall mean mobile application of Zepto for Zeptons, either developed by itself or licensed from a third party, which must be mandatorily used by You to perform and track Your Services (defined hereinbelow).
b. Do not use this Partner App if You do not agree to the terms of this agreement which is available in the regional language too.
1. Services
1.1. What services will You provide to Zepto?
1.1.1. You Will:
a) provide pick-up and delivery tasks/services to Us.
b) provide other tasks/services which may or may not be related to pick-up and delivery assigned to You by Us from time to time. 

(a and b collective referred to as Services)

1.1.2. Zepto intends to avail the Zepton’s Services for use in its business and does not, in any manner, facilitate the Zepton to render Services to any third-party customers.

1.1.3. We do not discriminate on task allocation to Zeptons. We have a unique logic for task allocation that makes sure that tasks are distributed evenly.
Note:
i. You will perform Services according to the law and the do’s and don’ts listed in Annexure 1.
ii. You choose the time, hour and day(s) (Shift) for which You log in to the Partner App to provide the Services from the available options. 
iii. You can choose to log in to the Partner App at Your sole discretion. However, You will not be paid in case you do not log in to the Partner App. Please note that Zepto does not expect You to frequently log off from the Partner App, once You log in to the Partner App, since such action of Yours will lead to stress on the delivery services in its entirety.
iv. Your Services shall be rendered using the following: (i) Partner App, (ii) best practices and standard operating procedures; and (iii) branded merchandise as referred to in Clause 2.2.2.
v. It is clarified and agreed that You shall arrange for other necessary equipment and tools at its own expenses unless otherwise agreed and provided by Us.
vi. It is clarified that You shall be responsible to perform Services as per Our instructions.
Important Note:
         In case You provide Services through the Delivery Service Providers, in such event the terms of this agreement shall be complimenting the terms of Your agreement with Delivery Service Providers and Your Service Fees (as defined hereunder) shall be determined and paid by Us through the Delivery Service Providers at actuals after deduction of applicable taxes. Zepto reserves the right to pay the Service Fees as per its arrangement with Delivery Service Providers and in such cases, the Delivery Service Providers shall determine and pay You the Service Fees. 

Delivery Service Provider(s) or Vendor(s) shall mean the third party logistics service providers and/or operators and/or operator platform for delivery services engaged by Zepto.

The Service Fees shall be paid to You in accordance with the below schedule:
Sr. No.
Scenarios
Who shall pay the Service Fees to You
1
Direct agreement of Zepton with Us
Us (at actuals)
2
Agreement of Zepton with Us and sourced through Vendor
Us or Vendor (at actuals) as agreed between the parties
3
Direct service agreement of Zepton with the Vendor
Vendor
2. Pricing and Compensation
2.1. What will You be paid for Your Services?
2.1.1.  You will receive a fee for the Services rendered by You ("Service Fees") as mentioned above. You will receive Service Fees on a weekly basis or other periodic basis, after deducting applicable taxes (if any). You authorize Us to deduct from Service Fees, amounts We are allowed to deduct, under Clause 5.4 or other parts of this agreement.
2.1.2.  The Service Fees is calculated using different data, such as distance covered, time consumed, demand, road traffic, weather conditions, Customer rating, etc. This may be communicated to You from time to time by Us.
2.1.3.  You agree that the Service Fees offered to You is specific to Your engagement and is subject to Your date of engagement, base pay & other incremental fees and not comparable to other Zeptons even if the services rendered are similar.
2.1.4.  You can opt to end this agreement, if You disagree with the Service Fees offered to You as communicated by Us from time to time.
2.1.5.  As mentioned above, the Service Fees is determined through various factors and therefore You will not ask the Customers to pay any fee or consideration in addition to the Service Fees.
2.1.6.  If You have any issue with the payments received by You, You can raise a query within 48 hours of receiving the same. We will look at Your records and endeavor to redress Your query, and may talk to You, for answering Your queries, if necessary.
2.1.7.  You agree and accept that Zepto shall have a right but no obligation to deduct or adjust the cost of certain branded merchandise. We shall keep You informed in all such cases.
2.1.8.  We may also provide various incentives such as bikes, gifts, etc. to You, at Our sole discretion basis the criteria as may We may decide.
2.1.9.  We may receive tips from the Customer in Your favour. We will act merely as a pure agent and passthrough the tips to You as received from the Customer. This payment is not related to any Services provided by You to Us.
2.2 What will You pay Us?
2.2.1.  We shall onboard You and provide necessary training at the time of onboarding and at such other intervals as We may decide in order to derive desired Service levels. In relation to such activity, We may charge onboarding fees (plus applicable taxes) towards onboarding assistance and training fees (plus applicable taxes) for providing training to You. These fees shall be intimated to You.
2.2.2.  We may also provide merchandise like t-shirts, bags, raincoats, etc. for promotion of the brand Zepto (branded merchandise). You are required to maintain the quality of these branded merchandises in a proper manner. In case of any deterioration in quality resulting in replacement, We may charge the quality conservation fees (plus applicable taxes) from You.
2.2.3.  You will also pay a refundable security deposit to Us for the promise of performance of Your obligations under this agreement, which shall be intimated to You at the time of onboarding.
2.2.4.  You agree and accept that the onboarding fees, training fees, quality conservation fees, and security deposit shall be deducted by Us in one or more tranches as We deem fit from the amount of Service Fees payable to You at the time of payout as mentioned in clause 2.1.1 of the agreement.
2.2.5.  Any payment made under this clause by You to Us shall be paid to the Zepto bank account. No Cash payments are accepted.
2.2.6.  The refundable security deposit shall be refunded to You subject to Clearing all dues including amounts collected from Customers.
3. Relationship
3.1. What is Our relationship with You?
3.1.1. The relationship between You and Us is non-exclusive and strictly on a principal-to-principal basis. This agreement is a contract for service. You are neither an employee of the vendor or Us and are solely responsible for the claims or damages arising out of Services provided by You to Us as an independent service provider.
3.1.2. Zepto shall not supervise Your personal conduct unless You are in breach of applicable law or fail to adhere to the dos and dont's provided under Annexure 1.
4. Eligibility requirements
4.1. What makes You fit to use the Partner App for providing Services?
4.1.1. You confirm and declare that:
i. You are an adult Indian inhabitant and not disqualified from entering into the contract in accordance with the Indian Contract Act, 1872.
ii. You have never been declared guilty or jailed for any offence.
iii. You have no pending criminal cases against You in any Court.
iv. You do not suffer from any infectious disease.
v. You have all government licenses and permits to perform Your Services.
You will inform Us immediately if the answer to the above changes at any time during the
subsistence of the agreement.
4.1.2. You shall:
i. meet Our representatives for Your background verification.
ii. provide any documents or information requested by Us, valid PAN, email ID and other KYC documents towards identity proof and address proof and bank account details for payment of Service Fees and/or any other payments. You shall indemnify Us in case You provide any incorrect information or documents. In case of failure to furnish a valid PAN, TDS on the Services provided by You would be deducted at the rates prescribed under Section 206AA of the Income Tax Act, 1961.
iii. hereby declare that You are not a ‘specified person’ as per Section 206AB of the Income Tax Act, 1961. If You are a ‘specified person’ as per Section 206AB, TDS would be deducted at higher rates as per section 206AB of the Income Tax Act, 1961.iv. be responsible to ensure compliance with the applicable GST laws. In case of any non-compliances at Your end, the GST amount will not be paid by Us.
5. Temporary Suspension or Ending of this Agreement:
5.1. When can We temporarily suspend this agreement?
5.1.1. We may temporarily suspend this agreement:
i. If Clients are not able to conduct their operations in a city/area/store for any reason, they cannot control it. We will not owe You any amounts because of this temporary stoppage.
ii. If We suspect that You are in breach of applicable law or fail to adhere to the dos and dont's provided under the Annexure 1.
5.2. How and when can we end this agreement?
5.2.1. Both parties can end the agreement at will and there is no requirement of any notice period. However, both parties shall be required to notify the other party regarding their intention to end the agreement.
5.2.2. We can end this agreement immediately if You are in breach of this agreement or are non-compliant to the applicable provisions of law or You engage or support directly or indirectly in any unethical practices or the applicable laws or fail to adhere to the dos and
dont's provided under the Annexure 1.
5.2.3. If You fail to notify Us as mentioned above, We shall consider that You have abandoned the agreement and are no longer interested to provide Services (Abandoned). In Such events, Zepto shall keep Your account under suspension and deduct all receivables plus
applicable taxes from Your payouts.
5.2.4. Zepto shall also reserve the right to recover any outstanding amounts from You besides reactivating Your account for rendering Services under the agreement.
5.2.5. In case there is no recovery against You and You are considered Abandoned, such event Zepto shall after 60 days from the date You stopped Services, refund the refundable security deposit subject to clause 2.2.6 above.
5.3. What are the consequences of ending this agreement?
5.3.1. You will:
i. immediately stop the performance of Services under the agreement. You will only complete the task accepted to You before ending of this agreement.
ii. immediately return all the items provided by Us, such as documents, samples, packaging, invoices or delivery records and account for cash collection settlement, if any.
iii. delete the Partner App from the mobile phone in the event of termination of Services.
iv. sign the settlement letter/provide any similar document confirming no dues.
5.3.2. We will ensure You are paid for the Services provided by You to Us till the end of this agreement after deducting applicable taxes. We will also deduct any amounts We are allowed to deduct under Clause 5.4 or other parts of this agreement. You will receive these amounts within 30 days from the end of this agreement.
5.3.3. The rights and obligations under clauses 6.2, 6.3.1, 6.3.2, and 6.6 will continue even after this agreement has ended.
5.4. What deductions can We make if the agreement ends/ terminated?
Sr. No.
Cause of Action
Deductions (including any taxes)
1.
If You end this agreement
with or without giving
notice.
i. All amounts collected by You from the Customers
but not deposited by You.
ii. Costs of all the branded merchandise provided by
Us, which You have not returned.
iii. Costs of training and/or of background
verification if applicable.
iv. Any other loss or damage that You may have
caused to Us because of any breach of the
Agreement by You.
6. General Terms
6.1. What are some of Our rights under this agreement?
6.1.1. We can change the terms of this agreement from time to time. Unless otherwise decided by extenuating circumstances, We will endeavor to inform You about these changes on Your Partner App at least a day before the release of the revised terms. If You use the Partner App after any changes, it will mean that You agree to such changes. In case You have any questions regarding the changes, You can speak to Our executives and seek clarifications.
6.1.2. We will record the number of hours logged in by You on the Partner App and the details of tasks completed. You can check these details in the Partner App.
6.2. What is Your responsibility if You cause damage to Us?
6.2.1. You will pay Us a sum equivalent to the losses or claims or costs (including reasonable lawyer fees) suffered by Us:
i. because You broke this agreement terms or the applicable laws; or
ii. because of Your deficiency in Services in an order, up to value of the order.
iii. because of Your fraudulent acts, thefts, etc. while rendering the Services. Notwithstanding the above, the total limit of Our losses or claims or costs because of causes that can be directly linked to You is the amount that the Customer has paid for such orders. However, in cases where criminal charges have been brought against You for any wrongdoing which can be directly linked to You, this limit shall not apply.
6.2.2. You are not responsible for Our loss of business or profits.
6.3. What is Our responsibility towards You in case of any loss?
6.3.1. We will pay You a sum equivalent to the losses or claims or costs (including reasonable lawyer fees) suffered by You:
i. because We broke this agreement terms or the applicable laws; or
6.3.2. We will not be responsible:
i. For Your loss of business or profits.
ii. If You are not able to use the Partner App for providing Services for any reason beyond Our control.
6.4. What do We do with the information provided by You?
6.4.1. We may collect information from You at the time of execution of this agreement or at any other time thereafter. We reserve the right to store, process, access and use the information for business purposes and needs, background check, verification, marketing, service,
development, analytics, research, and any other purpose as We may deem fit and in accordance with Applicable Laws. You hereby expressly consent to such collection and use of Your information.
6.4.2. We may also provide to a third party, governmental agency, or judicial body, any information or information relating to You.
6.5. What shall You do with the information provided by Us?
6.5.1. You may collect information from Us at the time of execution of this agreement or at any other time thereafter. You shall use the information only to provide Services under this Agreement and for Our benefit.
6.5.2. You may also provide to a third party, governmental agency, or judicial body, any information or information relating to Us post getting express written consent from Us in this regard which shall not be unreasonably withheld.
6.6. What happens if We do not agree on some things?
6.6.1. If We do not agree on some things, We will try to resolve these problems between Us through mutual discussion. If We are unable to sort out the problems, either party may go to the courts of Mumbai.
6.7. What happens if a part of this agreement is not valid?
6.7.1. If any part of this agreement is not valid under law, the rest of the agreement will still apply. If possible, both parties will together change the invalid part to make it valid.
6.8. What happens if there are situations beyond control?
6.8.1. Neither You nor Us shall be liable for any delays or failures in the performance of respective obligations in this Agreement for the situations beyond Our reasonable control.
ANNEXURE 1
Do’s and Don’ts
You must:
1. perform Services with reasonable care and skill.
2. Carry such documents as We may require from time to time.
3. use Partner App to perform and track Your Services.
4. attend training sessions or meetings conducted by Us.
5. not use any Customer’s information, like location address, or contact number details for any reason other than for the purposes of fulfilling the Services in accordance with this agreement.
6. maintain and bear the cost of running and riding a (a) two-wheeler vehicle and (b) smartphone unless otherwise agreed by Us in writing. In case of the cycles or E cycles provided by Us to You, You shall maintain the same in good working condition during the period of usage at Your own cost and return the same in good working condition (normal wear and tear is excepted). You will not have to worry about the major mechanical failure of the motor or gear and normal wear and tear.
7. hold and possess a (i) valid driving license, (ii) valid registration certificate, and (iii) pollution certificate as per the Motor Vehicles Act, 1988, at all times while rendering Services under this agreement in case of a Motorcycle.
8. Do not log in and provide Services if You are ill or suffering from contagious diseases.
9. purchase vehicle insurance as required and mandated under the applicable laws.
10. purchase personal accidental death coverage and health insurance policy at Your cost.
11. wear the Zepto t-shirt or jacket and carry the field bags bearing Our logo provided by Us at the time of providing Services and follow hygiene requirements.
12. Ensure that (i) the food and beverages are handled in a safe and secure manner (ii) the order is picked up from the premises and delivered to the Customer in the same condition and (iii) do not mix food and non-food products.
13. carry the order in the bags only.
14. do not mix any other item other than the goods picked up by You by Our representatives for delivery to the Customer.
15. at no time shall You tamper, damage, open or do anything to the goods that You are not specifically permitted to do. In case You are held guilty of tampering, damaging or opening the goods, We shall have the option to recover its loss, if any, from You.
16. As much as possible, complete each task as per the estimated timelines given by Us. We do not penalise You in case You fail to complete the task within the estimated time for reasons beyond Your reasonable control.
17. not incite/ provoke/ indulge/ be involved in any act or omission, either directly or indirectly, which results in disruption of operations at any premises. You unconditionally and absolutely accept and agree that We have the right to take appropriate action against You for violating this condition.
18. provide all information to ensure regular cash reconciliation for deliveries made by You. You shall deposit the cash collected from Customers on the same day at the collection centers as instructed. In case if the Customer refuses to pay for the cash on delivery orders even after Your request, then You shall promptly report such instances and co-operate with Us for recovery from such Customer.
19. update the Partner App, as and when required.
20. follow all traffic rules, including wearing a helmet at all times, and obey the speed limits.
21. not drink alcohol, chew tobacco, or take any intoxicating/banned substances before or while performing the Services. Besides termination of the agreement, We may report to the authorities.
22. behave respectfully with the Customers and Our personnel. If any complaint of harassment is reported against You, We will take appropriate action after investigation.
23. not misuse any items provided by Us, including t-shirts, jackets, and identification cards.
24. not use Our name “Zepto” or Our logo for any purpose other than providing Services through the Partner App.
25. not disclose with anyone, any information of the Customer or other third parties that You learn
while using the Partner App.
26. not make any statement about Us, Clients and our Customers without permission.
27. not allow anyone other than You to use Your access to Partner App or provide the Services, on Your behalf.
28. Guidelines for Cigarette deliveries: You will
a. Not complete any orders placed for a loose cigarette.
b. Not deliver cigarettes to Customers who are below 18 years of age, or located in the educational institution
c. Verify the Customer’s age by asking for identity proof, if You think that such Customer’s age is below 18 years.
29. Guidelines for Alcohol deliveries: You will
a. Not accept orders for alcohol delivery, if Your age is below 21 years.
b. Not pick up an order if the packaging of alcoholic beverages is not proper and secured.
c. Not deliver any orders outside the licensed working hours.
d. Keep the alcoholic beverage with You at all times until it is delivered.
e. Follow the age verification process before the delivery of alcohol products.
f. Not hand over the order to a Customer, if You know or suspect that the Customer is:
i. Unstable;
ii. Drunk;
iii. Going to take part in a riot or any other crime;
iv. A Government official, on duty or in uniform;
v. Below the legal drinking age, as per respective state laws.
vi. Not deliver the alcoholic beverage if the Customer asks You to:
vii. deliver in a public place; and/or
viii. deliver at a location that is different from the location mentioned in the order.
ix. deliver at the place of worship or the educational institution
g. not deliver the alcoholic beverage until the verification process is completed.
h. always carry a government-issued valid photo ID.
i. If the order is cancelled, immediately return the product/s in the original condition to the store from where You received it. Also, return the bill.
j. If Excise officials stop You for inspection, You will inform them that You are delivering the order on Our instructions.
ANNEXURE 2
1. Payout Scheme
a. Payout Scheme including the incremental fees shall be communicated to You from time to time.
2. Deductions and Penalties
a. If an order is lost or stolen before delivery to the Customer, You will:
i. bear the loss of the same; or
ii. purchase the order at Your cost and deliver it to the Customer promptly if We may instruct You to do so.
iii. If there is a difference in the amount to be collected from a Customer and the actual amount collected by You, We may deduct the difference from the amounts payable to You.
iv. You will not receive the Service Fees if:
a. The order delivered does not match the order placed by the Customer;
b. The order is cancelled before You collect it from the store;
c. The order is damaged during transport to the Customer due to Your negligence only.