LMA - Draft Contract
LMA - Draft Contract
This Master Services Agreement (“Agreement”) is made and executed on this ___ Dec 2024
BY AND BETWEEN
Instakart Services Private Limited, (CIN: U74900KA2015PTC080778) a company incorporated under the
provisions of the Companies Act, 2013, having its office at Buildings Alyssa, Begonia & Clover, Embassy Tech
Village, Outer Ring Road, Devarabeesanahalli Village, Bengaluru – 560103, Karnataka, India represented by its
authorized signatory (hereinafter referred to as “Instakart” or “Company” which expression(s) shall unless
repugnant to the context or meaning thereof be deemed to include its successors in business and assigns) of the
FIRST PART;
AND
Deepak Silawat a company incorporated under the provisions of the Companies Act, _____ having its registered
office at shankar marg, ward no. 4,suthaliya Madhya Pradesh - 465677 represented by its authorized signatory
(hereinafter referred to as “Service Provider” which expression shall unless repugnant to the context or meaning
thereof be deemed to include its successors in business and assigns) of the SECOND PART.
The Company and the Service Provider shall be jointly referred to as “Parties” and individually as “Party”
hereinafter.
WHEREAS:
A. The Service Provider is engaged in the business of providing various logistics solutions and services, including
road transportation and delivery services;
B. The Company is desirous of availing certain services which are more specifically detailed in this Agreement
and its annexures;
C. The Service Provider has represented that it possesses the necessary infrastructure, statutory licenses,
business acumen, technical skills, knowledge, know-how, and operational expertise necessary for the purpose
of providing services as contemplated under this Agreement;
D. Considering the above-mentioned, the Company hereby agrees to avail the services from the Service
Provider, on a non-exclusive basis;
E. These Recitals form an integral part of this Agreement.
1. Scope of Service
1.1 The Service Provider shall provide the services of transportation and last mile delivery of the packed
goods/materials (“Consignment” or “Shipment”) to and from locations pan India as intimated by the
Company from time to time. These services shall be provided in accordance with scope of services
more particularly described in Annexure A (“Services”) attached hereto and incorporated herein by
reference.
1.2 The Company reserves the right to add, delete, substitute and amend the Agreement during the Term
(defined hereunder) by executing an amendment/addendum to this Agreement as mutually agreed
by the Parties in writing. All such addendums and other exhibits thereto shall be deemed to be
incorporated in the Agreement by reference and shall be considered as an integral part of this
Agreement.
1.3 Except for pre-agreed holidays, the Services shall be provided during normal working hours on all
days.
1.4 The Company shall retain ownership of the Shipments in the custody of the Service Provider which
will be transported and delivered by the Service Provider as per the terms of this Agreement. For the
Services as detailed in this Agreement and related services, the Service Provider will act purely as a
service provider and at no stage shall the Service Provider hold the title to or a lien over any of the
Shipments handled/transported by it for or on behalf of the Company.
1.5 Safety and Security: The Service Provider shall, at all times, take all appropriate measures to secure
the goods/Shipments to be transported/delivered. The Service Provider shall be responsible for the
security of the Shipments in its custody and shall not leave the vehicles and the Shipments
unattended. The Company shall have the option to send its representative along with the vehicle. No
unauthorized person shall be allowed to board the vehicle. Each vehicle will be equipped with a fire
extinguisher and a first aid kit.
1.6 Penalty: (i) In the event the Service Provider fails to provide the Services and transport
goods/Shipments in accordance with the terms hereof, the Company shall be entitled to engage
Services from third-party contractors/service providers and deduct the excess costs, charges and
expenses incurred in such engagement thereof from the amounts due and payable by the Company
to the Service Provider hereunder; (ii) Further in case the Service Provider provides incorrect invoices
which deviates from the terms of this Agreement then the Service Provider shall be liable to pay 3
times of the difference billed/invoiced. If the Service Provider continues to provide incorrect invoices
more than 3 consecutive times then the Company reserves the right to immediately terminate the
Agreement without any cost or liability upon the Company; (iii) If the Service Provider fails to provide
the Services using the vehicle type as per the specifications provided by the Company and renders
the agreed Services then such Service will not be considered as service completed and any invoice
generated by the Service Provider for such type of Service will be nullified.
1.7 Drivers and Personnel: The Service Provider shall ensure that the vehicles utilized for providing the
Services are operated by trained driver(s) holding a valid license to drive the class of vehicle and every
driver/Personnel shall be equipped with a mobile phone. The Service Provider will always be
exclusively responsible and liable for its drivers and Personnel. The Service Provider must ensure that
its drivers and Personnel are always properly dressed and conduct themselves towards any third party
in an appropriate and courteous manner.
2.1 The service charges (“Service Charges”) payable to the Service Provider for the Services rendered
under this Agreement shall be in the manner set forth in Annexure B, attached hereto and
incorporated herein by reference. Such Service Charges shall be exclusive of all applicable taxes,
present or future. Income tax, if applicable, will be deducted at the source at the prevailing rate as
per applicable law.
2.2 The Service Provider shall raise the invoices as per the instructions of the Company within 7 days from
the receipt of Billing data For the duly acknowledged and confirmed Services provided in the
preceding calendar month. The Company will make payment of the invoices within 30 (Thirty) days
from the date of receipt of the invoice, except for those portions of any invoice that the Company
disputes in writing, which shall, if payable, be paid, within Thirty (30) days from the date such dispute
is mutually resolved. It is hereby agreed by the Service Provider that pending the settlement of any
dispute, the Service Provider shall continue to provide the Services as per the terms and conditions
of this Agreement.
2.3 In case of any error in the invoice raised by the Service Provider, the same shall be resolved in
accordance with the instructions of the Company.
2.4 Notwithstanding anything to the contrary contained in this Agreement from 1st July, 2017
(“Appointed Date”) of Goods and Services Act (“GST Act”) following GST clauses shall be applicable:
2.4.1 All amounts due under this Agreement exclude any applicable indirect taxes including Central
Goods and Services Tax, State Goods and Services Tax, Union Territory Goods and Services
Tax and Integrated Goods and Services Tax (“GST”). Such amounts (including but not limited
to Service Charges, damages, interest payments on overdue amounts) shall be charged
additionally to the Company . Such taxes shall be based on place of supply in consonance
with the GST provisions
2.4.2 The Service Provider agrees to issue an advance receipt with appropriate GST break-up, in
the event of collection of any form of advances against the Services agreed to be made by
the Service Provider.
2.4.3 It is agreed between the Parties that the Service Provider shall raise a credit note on the
Company, in the event of any adjustment to the value of the supply/services (either
proportionate or full) including the adjustment to the taxes applicable on the same.
2.4.4 That, every invoice raised by the GST Registered Services Provider under the Agreement will
be a “Tax Invoice” and should be raised in accordance with the provisions of the Goods and
Services Tax Act and Rules and all other relevant information as per the Goods and Services
Tax Act and Rules, including the Company’s GSTIN or ISD number as applicable:
2.4.4.1 All the Invoices should be signed either manually or digitally by the Service
Provider or his authorised representative.
2.4.4.2 Signature or digital signature of the Services Provider or his authorised
representative shall not be required in the case of issuance of an electronic
invoice in accordance with the provisions of the Information Technology Act,
2000 (21 of 2000)
2.4.5 It is hereby clarified that the Service Provider, for the services rendered to any place of
business within the State, shall raise the Tax Invoice as prescribed under CGST, SGST, UTGST
and IGST to state-specific principal place of business of the Company along with GSTIN of the
state. In the event, the Company does not have any place of business in a state, the invoice
must be raised to its Registered Office under the Companies Act, or such other location as
may be advised from time to time.
2.4.6 That, the Services Provider shall be responsible for all the compliances required under Goods
and Services Tax Act and Rules, within the timeline specified, including but not limited to:
2.4.6.1 Raising of Tax Invoice/Debit Note /Credit Note and uploading the same on the
Government website in GSTR-1.
2.4.6.2 Uploading details of output GST payable on the Government website and
payment of taxes within the due date.
2.4.6.3 Any other activity, to ensure that all eligible GST credit in respect of the supply,
which is the subject matter of this Agreement, is available to the Company as
required under GST Law.
2.4.7 Further, it is hereby agreed that in case of any error relating to GST in the tax invoice raised
by the Service Provider, such error shall be rectified immediately upon the same being
notified to Service Provider.
2.4.8 In the event the Service Provider fails to (a) upload the correct and valid Tax Invoice/Debit
Note on GSTR-1; and/or (b) capture the correct information in GSTR-1 against the appropriate
GSTIN of the Company; and/or (c) any other discrepancy found on GSTR-2A and GSTR-2B, the
Company shall have the right to withhold the GST amount till the abovementioned details
are not properly reflected on GSTR-2A and GSTR-2B
2.4.9 Further, the Parties agree that the Service Provider duly discloses all the Services provided
via applicable GST reporting as per the GST Act thereby making available all the applicable
input tax credits to the Company during the tax period in which such services were
undertaken. In the event of any breach, the Service Provider agrees to indemnify the
Company.
2.4.10 It is further clarified that in the event that the Company incurs any loss of credit, or any
penalties or other regulatory liabilities, due to any act or omission including but not limited
to providing incomplete details in the invoice, delay in GST payment to the Govt. beyond the
stipulated time period, all such losses and interest thereon would be paid by the Service
Provider and Company shall not be liable for the same.
2.4.11 Service Provider shall be required to indemnify and hold harmless Company, its promoters,
officers, directors, employees, affiliates, agents, sub-contractors and other representatives
from any losses, claims, demands, liabilities, suits, proceedings, penalties, costs or expenses
of any kind (including, attorneys’ fees and expenses) on account of violation of applicable tax
laws by the Service Provider (including but not limited to non-filing of the requisite forms
with the tax authorities to claim tax credit etc.).
2.4.12 In-case of any Liquidated Damages / penalty to be levied by the Company under this
Agreement, then such liquidated damages / penalty amount will be excluding GST and GST
will be levied additionally on the liquidated damages / penalty amount.
2.5 The Company reserves its right to deduct any meritorious claim amount from the outstanding dues
of the Service Provider through a credit note/debit note.
2.6 The Service Provider shall not be entitled to exercise lien or create any charge over the
Shipments/goods which belongs to Company and/or its customers.
3. Audit
The Service Provider will maintain complete and accurate records relating to this Agreement as required
under applicable laws. The Service Provider shall be obliged to share the true copies of its records pertaining
to this Agreement upon written request of the Company or its authorized representatives/auditors for the
purposes of its audit and review during the Term of the Agreement and for a period as per applicable law,
after the termination/expiry of the Agreement. In the event if any discrepancies are noted, specifically in case
of any excess payment being made to the Service Provider either due to (i) payment made against duplicate
invoices generated by the Service Provider; (ii) payment claimed for said services for same location on the
same day/date; (iii) wrong calculation of the Service Charges basis which excess payment was being made by
the Company; and/or (iv) due to any fraudulent act of the Service Provider or its appointed sub-contractors
or its Personnel, the Service Provider shall be liable to pay the Company the claimed excess amount on
immediate basis without any delay or demur. The provision under this clause shall survive the termination
and/or expiry of the Term of this Agreement.
Term
4.1 This Agreement shall be valid for a commencing from 04 Dec 2024 (“Effective Date”) and shall be
valid till 31 Dec 2024 (“Term”), unless terminated earlier in accordance with this Agreement. This
Agreement may be renewed for such further periods and on such terms and conditions as may be
mutually agreed upon between the Parties hereto in writing. Termination
4.2 The Company may terminate this Agreement without cause at any time by providing the Service
Provider prior written notice of 30 (Thirty) days without any liability to pay any compensation for such
termination.
4.3 The Service Provider may terminate the Agreement, , by serving Sixty (60) days’ notice.
4.4 Notwithstanding anything contained herein, this Agreement may be terminated by the Company,
even during any lock in period applicable, without giving any notice and with immediate effect if:
4.4.1 The Service Provider is declared insolvent or bankrupt, or assigns all or a substantial part of
its business or assets for the benefit of creditors, or permits the appointment of a receiver
for its business or assets, or becomes subject to any legal proceeding relating to insolvency
or the protection of creditors’ rights, or otherwise ceases to conduct business in the normal
course;
4.4.2 The Service Provider changes its constitution or assigns its obligations under this Agreement
without prior written approval from the Company;
4.4.3 The Service Provider, in the sole opinion of the Company (which shall be final and binding), is
incapable of discharging any one or more of its various obligations as detailed in this
Agreement;
4.4.4 The Service Provider commits a breach of representations,
warranties, undertakings and other obligations under this Agreement and fails
to rectify the breach within Five (5) days from the receipt of the notice of
the breach from the Company unless the breach committed cannot be rectified;
4.4.5 The Service Provider refuses or fails to comply with any of the instructions given by the
Company in writing;
4.4.6 There is misconduct or gross negligence on the part of the Service Provider or its employees,
its personnel and its sub-contractors (if any);
4.4.7 The Service Provider or its employees, its Personnel and its sub-contractors (if any) commit a
breach of confidentiality, intellectual property rights, anti-corruption laws, Data Privacy
Clauses, Information Security Requirements etc. and/or any ancillary agreement entered into
between the Parties; and
4.4.8 Change of any governing law which may materially impact the rendering and/or availing of
Services by a Party.
4.5 Expiry or termination of this Agreement, howsoever occasioned, shall be without prejudice to rights
and obligations accrued or incurred prior to the date of expiry or termination of this Agreement.
Consequences of Termination
4.6 In the event of expiry or earlier termination of this Agreement for any reason whatsoever, the Service
Provider:
4.6.1 shall forthwith cease the use of all Confidential Information (as defined hereinafter),
intellectual property which belongs or may belong to the Company and/or one or more of its
affiliates under this Agreement or otherwise (including but not limited to copyright in any
written material, plans, patents in designs or other intellectual property) technical
information, non-technical information, and other documents of the Company;
4.6.2 shall, at the request of the Company, forthwith return to the Company, or otherwise dispose
off as the Company may instruct, all Confidential Information intellectual property, any
documents, notes, papers, and materials whatsoever provided to the Service Provider, its
employees and sub-contractors’ personnel (if any) duly accounted for. Additionally, the
Service Provider shall provide a written declaration/undertaking signed by its authorized
signatory to the Company, stating that all Confidential Information and aforesaid documents
have been returned or otherwise disposed off as instructed by the Company; and
4.6.3 shall account for the Shipments, if any, belonging to the Company/its customer that is lying
in the custody of the Service Provider and shall deliver the same to the concerned
consignee/handover the same to any duly authorized representative of the Company, as per
the instructions of the Company.
4.7 The termination of this Agreement (for whatever reason) shall not affect the respective rights and
liabilities of the Parties hereto accrued prior to such termination.
4.8 It is expressly agreed and understood between the Parties that the Service Provider shall not have
any right, title, interest or lien on the Shipments, against any amounts which may be due to it from
the Company.
4.9 All clauses of this Agreement including this Clause 4 which are expressly, or which by implication are,
intended to survive the termination/expiry of this Agreement shall so survive and continue in full
force and effect notwithstanding the termination/expiry of this Agreement.
5.1 The Service Provider shall provide the Services and fulfill its obligations under this Agreement in a
timely and diligent manner, with necessary skills and expertise, the highest professional standards
and ethical business practices, to the satisfaction of the Company in accordance with the directions
and instructions as may be issued by the Company from time to time.
5.2 The Service Provider shall engage requisite resources for providing the Services, at its own cost and
expense and the Company shall not be responsible to make any payment whatsoever for any such
resources.
5.3 The Service Provider will retain: (a) full control over the manner in which it provides all Services to
the Company; (b) exclusive control over its employees, representatives, subcontractors, drivers, and
agents (“Personnel”); (c) exclusive control over its policies relating to wages, hours, working
conditions and other employment conditions; and (d) exclusive right to hire, transfer, suspend, lay
off, recall, promote, discipline, discharge, and adjust grievances with its Personnel. The Service
Provider shall solely be responsible for all statutory payments and other compensation (if any) of its
Personnel, to ensure adherence to statutory compliances. The Service Provider and its Personnel are
not entitled to and are not eligible to participate in any workers’ compensation, retirement,
insurance, stock options, or any other benefits afforded to employees of the Company.
5.4 Service Provider shall not, and shall procure that its Personnel, subsidiaries, affiliates etc. do not, in
any way whatsoever hold itself or themselves (as the case may be) out nor permit itself or themselves
(as the case may be) to be held out as the legal representative, agent or employee of the Company
for any purpose whatsoever nor assume or create in writing or otherwise, any obligation of any kind,
express or implied, in the name of or on behalf of the Company in relation to the Services to be
provided hereunder.
5.5 The Service Provider will abide by and cause its Personnel to abide by all rules, restrictions,
regulations, policies, procedures and guidelines, including safety, health, environmental, dangerous
and hazardous material management rules, rules prohibiting misconduct, use of physical aggression
against persons or property, harassment, or theft and all other applicable policies of the Company.
5.6 The Service Provider shall provide the necessary instructions to its Personnel for performance of
Services under this Agreement. The Service Provider shall be solely responsible and liable for any act
or omission of its Personnel in relation to the performance of the Services under this Agreement.
5.7 The Service Provider shall procure all required licenses, permits, approvals etc. including but not
limited to APMC licenses, FSSAI Licenses, GST registration, Shops and Establishment Registration,
Trade License etc. required in relation to its business, and to provide the Services to the Company
under this Agreement and comply with all laws, rules, regulations, orders, notifications etc. The
Company shall, in the event of any violation of this clause, have the option at its sole discretion to
terminate this Agreement with immediate effect without notice or payment in lieu thereof. The
Service Provider will promptly notify the Company in writing in the event any permit or license is
revoked or has expired.
5.8 The Service Provider shall ensure compliance with the Company’s Code of Conduct attached hereto
and incorporated herein by reference as Annexure C of this Agreement.
5.9 The Service Provider agrees that any Services which are not performed to the satisfaction of Company
or fail to meet the requirements of Company shall be re-performed or rectified by the Service
Provider at its own cost and expense to the satisfaction of Company. The Company reserves its right
to avail the services from any third party and the Service Provider shall be liable to pay the Company
the differential cost which the Company would incur towards availing the services from third parties.
5.10 It is explicitly agreed between the Parties herein that there is no nexus of employment between the
employees appointed by the Service Provider and the Company.
5.11 The Service Provider hereby agrees and acknowledges that in conducting its business and in providing
Services to the Company, the Service Provider shall use reasonable and prudent means
to comply with the applicable laws, ordinances, rules and regulations of the jurisdiction in which the
Services are performed, including but not limited to the Maharashtra Mathadi, Hamal, and other
Manual Workers (Regulation of Employment and Welfare) Act, 1969, Kerala Head Load Workers Act,
1978, the Kerala Loading And Unloading ( Regulation Of Wages and Restriction Of Unlawful Practices)
Act, 2002 and Rules made thereunder and shall indemnify the Company for any damages or claims
arising out of the Service Provider’s non-compliance with the applicable laws or rules.
5.12 The Service Provider shall be solely responsible and liable for any costs and/or expenses which are
arising out of but not limited to lawsuits, complaints, compensation, awards, fines, challans (e.g.,
Motor Vehicles Act violation fines, tickets, etc.) and the like, arising out of any breach of law or
Regulation prescribed by the relevant Government Authority in respect of this Agreement by the
Service Provider and/or its representatives.
5.13 The Service Provider agrees and undertakes that it has not and shall not, in the future, employ any
child labour in contravention of the applicable law in India, including but not limited to the Child
Labour (Prohibition and Regulation) Act, 1986.
5.14 The Service Provider shall be solely responsible for ensuring payment of hourly minimum wage after
associated costs and other statutory payments to its Personnel wherever applicable.
5.15 Penalty Clause: In case of any breach of this Agreement by Service Provider, the Company will be
eligible to lay penalty on the Service Provider after giving written notice to the Service Provider to
rectify the breach. In case the Service Provider is unable to rectify the breach within one (1) months’
time, the Company may terminate this Agreement.
5.16 The Service Provider shall be liable for any loss, damage, or shortage of the goods/Shipment in its
custody for any reason whatsoever . The invoice value of the lost/damaged Shipment shall be
reimbursed by the Service Provider by issuing a credit note in favor of the Company, failing which the
Company shall be entitled to recover such amounts in any manner including by adjusting the same
against amounts payable to the Service Provider.
5.17 The Service Provider shall not make any representation or make any commitment to any third party
on behalf of Company. The Service Provider shall not represent Company before any
courts/tribunal/government authority without obtaining the prior written consent of Company.
5.18 The Service Provider agrees that the Service Provider shall be responsible for (i) proper stowage of
the goods/Shipment into the vehicle and shall ensure that the goods/Shipments are secured in a
proper manner in order to withstand the voyage by road; (ii) shall not store/mix any shipment
belonging to any third party along with the Shipments handed over by Company and/or its business
partner for transportation and delivery; (iii) shall ensure that the vehicles used for
transportation/delivery are of a sound/working condition; (iv) shall check the external packaging of
the Shipment before accepting the same for delivery/transportation, and in the event the external
packaging of the Shipment(s) are in damaged/soiled condition, then the Service Provider should not
accept the Shipment(s) for transportation/delivery. All Shipments/goods received and accepted by
the Service Provider for transportation/delivery will be deemed to be in good/sound condition and
suitable for further transportation/delivery; and (v) shall store and handle the Shipments with care
which are declared as fragile in nature.
5.19 The Service Provider shall also adhere to safety measures in order to eliminate the risks of tampering
or theft. The Shipments must be kept free from contaminated products, contamination, deterioration
and adulteration during transit. In case it is identified that the packaging of the Shipment(s) is
tampered with whilst the Shipment(s) are in the custody of the Service Provider then the Service
Provider shall be responsible to pay the full invoice value of the Shipment.
5.20 The Service Provider shall ensure the vehicle used for the transportation/delivery of the Shipments
are in good condition and cargo worthy. They shall have all the requisite permits, licenses etc.
required under the applicable laws for rendering the agreed Services under this Agreement and/or
its addendums.
5.21 The Service Provider represents and warrants that it will comply with all applicable laws required for
a commercial carrier not limited but including the Motor Vehicles Act 1988 and the Central Motor
Vehicles Rules, 1989 (“CMV Rules”) and be in compliance with FSSAI rules if any as required by any
laws.
5.22 The Service Provider shall strive to ensure that all vehicles used for providing Services support GPS
tracking.
5.23 The Service Provider shall provide reports to the Company as agreed for the Services as detailed under
this Agreement.
5.24 The Service Provider shall maintain record of movement of Shipments on a day-to-day basis as per
format as advised by the Company or as required by law and send all such periodic reports for such
records duly countersigned by the Service Provider’s authorized representative to the Company at
mutually agreed intervals of time.
5.25 Service Provider hereby agrees that it shall abide by the Standard Operating Procedure provided by
the Company in the course of performing the Services and its obligations under this Agreement.
5.26 IT Assets of the Company and Consumables:
5.26.1 The Service Provider acknowledges that certain IT assets (“Company Assets”) and
consumables would be provided by the Company for the provision of the Services by the
Service Provider and the Service Provider shall ensure to safeguard these Company
Assets during the Term of the Agreement.
5.26.2 The Company Assets and consumable shall be utilized by the Service Provider solely for
the purpose of providing Services to the Company and not for any other
commercial/personal use. The Service Provider shall ensure that the Company Assets are
operated by personnel who are trained and have reasonable need to use the Company
Assets.
5.26.3 The Company shall have the right to impose penalty for any unauthorized use/misuse of
the Company Assets.
5.26.4 Any loss or damage to the Company Assets while in the custody of the Service Provider
shall be the sole liability of the Service Provider and such losses/damages shall be
recovered from the Service Provider from any outstanding dues under the Agreement or
shall be reimbursed by the Service Provider upon demand by the Company.
5.26.5 Upon termination/expiry of the Agreement, the Service Provider shall handover the
Company Assets and consumables to the authorized representative of the Company as
per written intimation of the Company.
5.26.6 The Service Provider acknowledges that there shall be no lien on the Company Assets or
consumables for any outstanding amounts owed to the Service Provider.
6.1 On the written request of the Service Provider, the Company shall provide the necessary information,
and documents to the Service Provider to enable timely provision of the Services.
6.2 The Company shall be entitled to share the Agreement with the concerned authorities for the purpose
of making necessary applications (if required) for applicable licenses.
6.3 As a material term of this Agreement, the Service Provider agrees that the payment arrangement
established under this Agreement represents the Company’s entire payment obligation for the
Services provided by the Service Provider.
7.2 The Service Provider represents and warrants to the benefit of the Company that:
7.2.1 it has full capacity, power and authority to execute, deliver and perform its obligations under
this Agreement and has obtained all requisite consents and approvals necessary to provide
the Services contemplated under this Agreement. The individual executing this Agreement
on behalf of the Service Provider has full capacity and authority to sign and execute this
Agreement;
7.2.2 it will perform the Services in a competent manner in accordance with the level of
professional care customarily observed by highly skilled professionals rendering similar
services;
7.2.3 the Services provided by or on behalf of Service Provider under this Agreement or an
addendum will not violate or infringe any third party’s intellectual property rights, or other
proprietary rights;
7.2.4 it has adequate resources with the necessary skills and qualifications to provide and fulfill the
Services in a timely manner;
7.2.5 it and its Personnel are in compliance and will comply, at the Service Provider's sole cost, with
all applicable ordinances, codes, standards, laws, rules, regulations and orders of any
governmental authority having jurisdiction over Service Provider's performance of the
Services (“Laws”);
7.2.6 the Service Provider shall adhere to and comply with any compliance under the Laws
including but not limited to Contract Labour (Regulation and Abolition) Act 1970, Payment of
Wages Act, 1936, Minimum Wages Act, 1948, the Employees’ Provident Funds and
Miscellaneous Provisions Act, 1952 etc. is applicable to the Service Provider and/or its
Personnel;
7.2.7 the Personnel providing the Services as per the directions of the Service Provider are
employees of the Service Provider or its permitted subcontractors and there is no employer-
employee relationship between the Company and such Personnel;
7.2.8 no suits, litigation, or governmental proceedings of any nature are pending, and no injunction
or attachment has been issued by any court of law, tribunal or other authority preventing or
restraining the Service Provider from providing the Services;
7.2.9 the Service Provider has obtained all the necessary regulatory approvals for providing
Services in accordance with the applicable laws and regulations.
7.2.10 it has entered into this Agreement knowing fully well that there is no minimum cost or work
committed by the Company to the Service Provider for the services contemplated in this
agreement. The Service Provider understands and does fully understand that the Service
Provider will not be paid any amount if Services are not rendered during certain months.
Service Provider understands that payment of the Service Charges are commensurate with
the Services rendered by the Service Provider in accordance with the terms of this
Agreement; and
7.2.11 any Services which are not performed to the satisfaction of Company or fail to meet the
requirements of Company shall be re-performed or rectified by the Service Provider at its
own cost and expense to the satisfaction of the Company.
8. Confidentiality
8.1 The Service Provider shall keep in strict confidence and shall not, without the prior written consent
of the Company, use for a purpose other than for the purpose intended under this Agreement or
disclose to any third party any information relating to this Agreement and its terms including but not
limited to any information related to the Company’s and/its affiliate’s business, products, service
plans, financial projections, customer lists, business forecasts, human resources, computer object or
source code, research, inventions, processes, drawings, marketing or finance, howsoever acquired,
directly or indirectly, trade secrets, information having commercial value, any intellectual property of
the Company and/or its affiliates including but not limited to the use of any name, trademarks of
Company and/or its affiliates, personal information, of the end-customer or otherwise, the
information or data received from the Company or any other data pertaining to the Company and/its
affiliate that may come into Service Provider’s possession in any form during the course of
performance of the Services, any information of a confidential nature acquired in the course of
dealings between the Parties under this Agreement and any information which would, under the
circumstances, appear to a reasonable person to be confidential or proprietary (“Confidential
Information”).
8.2 The Service Provider shall disseminate the Confidential Information only to such of its Personnel/sub-
contractors who have a strict need to know the Confidential Information for undertaking the
performance of the Services. The Service Provider shall procure from such Personnel/sub-contractors
a written undertaking to protect the Confidential Information and, upon request, promptly furnish
such undertakings to the Company. The Service Provider shall be responsible for any breach of any
such undertaking, or disclosure of Confidential Information by any of its sub-contractors and/or
Personnel, and any such breach/disclosure shall be deemed to constitute a breach of Service
Provider’s obligations under this Agreement. The Service Provider agrees that the breach of the
provisions of this confidentiality clause by the Service Provider will cause the Company and its
affiliates/its customers irreparable harm and injury for which recovery of money damages would be
inadequate. The Company shall, therefore, be entitled to seek injunctive relief and specific
performance, as may be appropriate, in addition to any and all remedies available at law or in equity
for breach or any threatened breach of confidence. Upon expiry or early termination of this
Agreement, the Service Provider shall promptly return to the Company all materials, in tangible form,
containing the Confidential Information, including all copies thereof and the Service Provider shall
destroy or erase any information maintained by the Service Provider by electronic means.
8.3 The above provisions of confidentiality shall not apply to Confidential Information that is, at the date
hereof, or hereafter becomes, public knowledge through no fault of the Service Provider.
8.4 Confidential Information may be disclosed by the Service Provider to any governmental or other
statutory or regulatory body pursuant to any applicable or relevant law or regulations only to the
extent necessary for the purposes contemplated by this Agreement, or as is required by law, provided
the Service Provider immediately notifies the Company regarding such disclosure at the earliest, and
subject to, in each case to the Service Provider using its best endeavors to ensure that the
body/authority in question keeps the same confidential and does not use the same except for the
purposes for which the disclosure is made.
8.5 Knowledge or information of any kind disclosed by Service Provider to Company shall be deemed to
have been disclosed without any obligation on part of Company to hold the same in confidence, and
Company shall have full right to use or disclose such information without any compensation beyond
that specifically provided by this Agreement.
8.6 The provisions of this Clause 8 shall survive the expiry or earlier termination of this Agreement.
9.1 Data Privacy & Protection: If and to the extent that the Service Provider collects, uses, stores,
accesses, hosts, records, transfers or otherwise processes (collectively “process” or “processing”) any
personally identified or identifiable information such as name, age, gender, email address, postal
address, telephone number, government identification number, financial information, health
information, biometric information, behavioral information or geolocation information, in any form
that can be linked to specific individual (“Personal Information”) as received by the Service Provider
from or on behalf of the Company (or any of its group companies) employees, contractors, visitors,
customers, clients, partners, sellers, merchants or other third parties or otherwise obtained in
connection with the performance of its obligations under this Agreement, the Service Provider agrees
and covenants that the Service Provider shall treat such Personal Information with the utmost
confidentiality at all times, which obligation shall survive in perpetuity. The Service Provider shall
implement appropriate technical and organizational measures to ensure a level of security
appropriate to prevent the unauthorized or accidental deletion, accidental loss, or unauthorized
disclosure of such Personal Information. The Service Provider shall process Personal Information
solely for the purpose of performing its obligations as contemplated by this Agreement. The Service
Provider shall comply with applicable data protection laws, including but not limited to Information
Technology Act, 2000, and the Digital Personal Data Protection Act, 2023 (“Applicable Data Protection
Law”). In the event if the Service Provider is disclosing any Personal Information of its employees,
agents or contractors to the Company, the Service Provider warrants that such information was
collected lawfully, and there is no legal restriction or otherwise on the Service Provider from providing
such information to the Company under this Agreement. The Service Provider shall comply with and
ensure that its Personnel comply with all applicable Data Privacy and Protection provisions
mentioned in Annexure-E attached to this Agreement.
9.2 The Service Provider shall comply with all Information Security Requirements mentioned in
Annexure-F in this Agreement.
9.3 The provisions of this Clause 9 shall survive the expiry or earlier termination of this Agreement.
10. Insurance
The Service Provider shall ensure to obtain a comprehensive insurance policy to cover its liabilities under this
Agreement. The Service Provider shall insure the goods/Shipments, during transit against all
pilferage/losses/damages/theft. Service Provider shall obtain a valid insurance policy to cover any third party
accidental claims as per the provisions of the Motor Vehicle Act 1989 at its own cost and shall, at its own
expense, at all times during the Term of this Agreement, provide and maintain in effect those insurance
policies with reputable insurance companies as instructed by the Company or as it may deem fit and
appropriate, and any other insurance required by law in any state or jurisdiction where Service Provider
provides Services under this Agreement.
11.1 The Service Provider acknowledges that the Company shall retain all rights and title, to the
goods/Shipments under this Agreement. The Company reserves the right to physically inspect or
remove any and all goods/Shipments from the Service Provider’s possession and control.
11.2 The Service Provider will be responsible for any pilferage, loss and damage to the Shipments from
any cause attributable to the Service Provider or while in the custody of the Service Provider,
including but not limited to the temporary loss of title to the Service Provider’s creditors, theft,
damage by any third party, outbreak of fire, damage or loss during transit/ transit safeguards, damage
or loss due to misconduct/negligence of the Service Provider’s Personnel etc. The damages and losses
shall be calculated on the basis of the invoice value of the Shipments as applicable and shall be
payable by the Service Provider to the Company forthwith on demand.
11.3 On any loss/damage of any Shipment(s) in its possession, the Service Provider shall immediately
report such loss to the Company, or its authorized representative. The Company shall have the right,
but not the obligation, at its discretion, to investigate the incident in relation to the reason for the
loss of the Shipment(s). The Service Provider shall immediately reimburse the full invoice value of the
Shipment(s) lost/damages, as applicable, as per the invoice value, to the Company through a credit
note in favor of the Company.
12. Indemnity
12.1 The Service Provider shall indemnify, keep indemnified, defend, and hold harmless the Company, its
promoters, officers directors, employees, affiliates, agents, sub-contractors, its customers and other
representatives from any claims, demands, liabilities, suits, proceedings, penalties, costs or expenses
of any nature whatsoever (including legal and attorneys’ fees and expenses on a full indemnity basis)
howsoever arising, including (without limitation) those arising out of or in connection with:
12.1.1 the Service Provider’s business activities;
12.1.2 the Services rendered by the Service Provider or its Personnel/sub-contractor, including
but not limited to any act/omission of the Service Provider or its Personnel;
12.1.3 Any accident/mishap that the Service Provider or its Personnel may be involved in during
the provision of the Services.
12.1.4 any claim which may be filed by the Company’s customer on account of delay caused in
delivering the Shipment.
12.1.5 Any loss/damage caused to the goods/Shipment due (i) to improper or negligent
loading/unloading onto the vehicles; and (ii) any other reasons for the loss/damage
caused to the goods/Shipment whilst the goods/ Shipment are in the custody and care of
the Service Provider.
12.1.6 infringement of intellectual property rights of the Company by the Service Provider,
and/or its Personnel;
12.1.7 infringement of third-party intellectual property rights by the Service Provider, and/or its
Personnel;
12.1.8 violation of any applicable laws and statutory obligations by the Service Provider, and/or
its Personnel (including but not limited to failure to obtain and/or renew necessary
licenses and permits etc. required to provide the Services, non-filing of the requisite
forms with the tax authorities to claim tax credit etc. and any claim, action, litigation that
is brought against the Company by any third party including the relevant authorities in
case of non-compliance by the Service Provider of any central, state and local laws and
any non-procurement of the applicable approvals, permits and licenses etc.);
12.1.9 breach of any provision, representations, warranties, obligations, terms, and covenant in
this Agreement including non-compliance of any such provision, or any representation,
or covenant being untrue in any respect, and the Company’s enforcement of any
provision of this Agreement;
12.1.10 gross negligence and/or willful misconduct by the Service Provider, and/or its Personnel;
12.1.11 any third-party action or claim made against the Company by reason of any actions
undertaken by the Service Provider arising out of its obligations under this Agreement;
12.1.12 any fines/penalties which may be imposed by the governmental authority upon the
Company due to the Service Provider failure to comply with applicable laws in rendering
the agreed services to the Company;
12.1.13 breach of confidentiality obligations under this Agreement;
12.1.14 any damage to property and/or bodily injury or death caused solely due to the negligence
of the Service Provider’s Personnel/riders/drivers in performing their duty under this
Agreement;
12.1.15 any damage to reputation or goodwill of Company as a consequence of any act or
omission of the Service Provider or its Personnel; and/or
12.1.16 any act or omission by the Service Provider in relation to any contract of employment
(including, without prejudice to the generality of the foregoing, the termination thereof),
applicable employment legislation, rules or guidelines, or any of Service Provider’s duties
or liabilities in relation to any matter whatsoever (whether arising before, during or after
the Term) including: (A) any claim for personal injury, discrimination, harassment or
breach of contract; (B) salaries or wages, accrued holiday pay, expenses, pension
benefits, life assurance, health or medical expenses, insurance and all other emoluments
or similar contributions relating thereto; and (C) any claim for pay in lieu of notice,
damages for wrongful dismissal, redundancy pay (whether contractual or statutory) and
compensation for unfair dismissal, any former, existing or future personnel of the Service
Provider or any trade union or staff association recognized by the Service Provider which
contract, duty or liability is transferred to Company or is alleged by such personnel, trade
union or staff association to have been so transferred.
12.2 The rights, powers, privileges and remedies provided in under this indemnity clause are cumulative
and not exclusive of any rights, powers, privileges or remedies provided by law.
12.3 Notwithstanding anything to the contrary in this Agreement or elsewhere, Service Provider shall fully
indemnify and hold harmless the Company, its affiliates, and their respective officers, directors,
employees, agents, successors and permitted assigns (each, a “Company Indemnitee”) without any
limitation from and against all direct / indirect losses, damages, liabilities, actions, judgements,
interest, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees,
arising out of or resulting from Service Provider’s (a) failure to comply with any of its obligations
under the Agreement; (b) any misrepresentation or breach of any representation or warranty made
by the Service Provider (including without limitation the representations and warranties) in this
Agreement; or (c) non-fulfilment of any covenant, obligation, or undertaking contained under this
Agreement by the Service Provider.
12.4 This provision shall survive the expiration or termination of this Agreement for any reason.
12.5 NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE CONTAINED IN THIS AGREEMENT,
THE COMPANY, IN ANY EVENT, REGARDLESS OF THE FORM OF CLAIM, SHALL NOT BE LIABLE FOR ANY
DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, SPECULATIVE OR CONSEQUENTIAL DAMAGES,
INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, AND
LOSS OF INCOME OR PROFITS TO THE SERVICE PROVIDER, IRRESPECTIVE OF WHETHER THE PARTIES
HAD AN ADVANCE NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES.
14.1 The Service Provider is an independent contractor with respect to Company and shall be solely
responsible for any and all obligations or liabilities arising out of its performance under this
Agreement. The Company shall not be privy to the terms and conditions of engagement that the
Personnel and/or sub-contractors (if any) of the Service Provider may have with the Service Provider.
Further, nothing contained in this Agreement shall be deemed to constitute an employee/employer
relationship between Company and the Service Provider’s Personnel.
14.2 This Agreement has been entered into on a principal-to-principal basis and nothing contained in this
Agreement shall be deemed to constitute a joint venture, partnership, or an agency relationship
between the Company and the Service Provider. Service Provider shall not, and shall procure that its
Personnel, agents, subsidiaries, sub-contractors, affiliates, etc. do not, in any way whatsoever hold
itself or themselves (as the case may be) out nor permit itself or themselves (as the case may be) to
be held out as the legal representative, agent, or employee of Company for any purpose whatsoever,
nor assume or create in writing or otherwise, any obligation of any kind, whether express or implied,
in the name of, or on behalf of the Company.
14.3 Any dispute, demand, claim, or compensation if raised by the Personnel employed or engaged by
Service Provider for providing the Services or fulfilment of its obligations under this Agreement or
any relevant statute or statutory body/bodies, shall be against Service Provider only and Company
will have no responsibility and/or liability in respect of mitigating any such dispute, demand, claim,
or compensation whatsoever in nature.
15. Dispute Resolution; Governing Law; Jurisdiction
Dispute Resolution
15.1 If any dispute or difference of any kind whatsoever shall arise between the Parties in connection with
or arising out of this Agreement (whether before or after the termination or expiry of this Agreement)
the concerned representatives of the Parties shall promptly and in good faith negotiate with a view
to an amicable resolution and settlement of the dispute.
15.2 In the event no amicable resolution or settlement is reached within a period of 10 (Ten) days from
the date of commencement of such negotiations, such dispute or difference shall be referred to the
senior executives of the Parties. Upon the failure of the senior executives of the Parties to amicably
settle the matter within 7 (Seven) days from reference, either Party may approach the courts of
Bengaluru, Karnataka to resolve the dispute.
15.3 The existence of any dispute or difference or the initiation or continuance of any legal proceedings
shall not postpone or delay the performance by the parties of their respective obligations pursuant
to this Agreement.
Jurisdiction
15.4 Subject to the above clause, the courts of Bengaluru, Karnataka, alone shall have the exclusive
jurisdiction to adjudicate upon any and all matters arising out of or in connection with this Agreement.
Governing Law
15.5 This Agreement as well as the rights and obligations hereunder shall be governed by and construed
in accordance with the laws of the Republic of India.
16. Assignment
16.1 This Agreement or any of its rights and obligations shall not be assigned, delegated, or transferred,
whether by operation of law, or otherwise, by the Service Provider without prior written consent of
the Company. Any assignment made in contravention of this clause shall be void and have no effect.
16.2 With prior written consent, the Service Provider shall be entitled to sub-contract or assign the
Services mentioned hereunder, whether wholly or in part, directly or indirectly to any third party
including any of its affiliates except for those entities debarred by the Company. Notwithstanding
anything contained herein, the Service Provider shall be solely liable for all its obligations under this
Agreement.
16.3 At any time during the Term of the Agreement, the Company shall be entitled to enter into any similar
arrangement or agreement with any other party for similar services or the same area of operation as
envisaged under this Agreement.
16.4 The Company shall always have a right to assign this Agreement, or any part thereof at any time,
without the approval of Service Provider.
16.5 The Service Provider shall not affect any change in its ownership or name and style of its organization,
without the prior written approval of the Company. In case of any change in the ownership or name
or style without the Company’s prior written approval, the Company shall be entitled to terminate
this Agreement with immediate effect without any liability for such termination.
17. Property
The rights in the Intellectual Property, as well as the Shipments in the possession of the Service Provider, vests
in the Company/its customer alone respectively and the Service Provider shall not hypothecate, pledge, let,
give possession, sell or otherwise dispose off or deal with the Shipments, or create any lien thereon.
19.1.1 Comply with Flipkart Group Environment, Health, Safety (EHS) Policy, Procedures, and
applicable laws and regulations;
19.1.2 Give the highest regard to Environment, Health, Safety Compliance to avoid injury/ill
health to any person or damage to property and focus on waste minimization and
prevention of pollution;
19.1.3 Conduct risk assessment periodically and establish standards and controls to minimize
the risk;
19.1.4 Monitor, evaluate, and strive for continuous improvement of the EHS compliance
performance; and
19.1.5 Report all incidents related to Environment, Health, and Safety to the compliance team
of the Company immediately and abide to further actions during the Term of the
Agreement.
19.2 The Company or Flipkart Group reserves the right to suspend or terminate this Agreement in case of
any willful violation observed during the performance of the Services and penalties may be imposed
as appropriate.
20. Notice
Any notice, or other communication required or permitted to be given under this Agreement shall be in
writing, in English language, and shall be deemed to be validly given and effectively served upon when (1)
delivered personally, (2) mailed by registered or certified mail, or (3) transmitted by email or similar electronic
communication with a confirming copy sent by overnight mail or courier service to the Parties at the
addresses and email IDs provided by each Party under this Agreement. Any such notice, or other
communication shall be deemed to have been duly served (if delivered personally or given or transmitted by
email, (provided that a confirming copy is sent and received)) immediately or (if given or made by local mail)
48 hours after posting or (if made or given by overseas mail) Seven (7) days after posting and to prove the
same it shall be sufficient to show that the envelope containing the same was duly addressed, stamped and
posted. Either Party may change its address by giving written notice thereof to the other Party. Notice given
by a Party’s counsel shall be considered notice given by that Party.
21. Severability
In the event that any provision of this Agreement shall be deemed by any court having jurisdiction thereon
to be illegal, invalid or unenforceable, it shall in no way affect or prejudice the legality, validity or
enforceability of any other term or condition of this Agreement. If any provision of this Agreement shall be
deemed by such court to be unenforceable because such provision is too broad in scope, such provision shall
be construed to be limited in scope to the extent such shall deem necessary to make it enforceable, and if
any provision shall be deemed inapplicable by any such court to any person or circumstances, it shall
nevertheless be construed to apply to all other persons and circumstances.
24. Waiver
The failure of any Party to enforce any term or provision hereof shall not be construed to be waiver of such
term or provision and shall in no way affect the right of such Party thereafter to enforce such term or provision
or any term or provision hereof.
25. Amendments
No modification, amendment or waiver of the terms and conditions of this Agreement shall be valid or binding
unless made in writing and duly executed by the Parties.
26. Counterparts
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF the Parties have executed this Agreement through their Authorized Signatories.
1. Services
1.1. The Service Provider shall be providing road transportation services for delivery of the goods by using
bikes vehicles for transporting the goods thru and fro the locations specified in Annexure ___ to this
Agreement.Instakart . The Service Provider has dedicated fleet ensuring best of Service Level Agreement
(“SLA”). In this case the Service provider has the needed capability (detailed below in the Operations
Section) to cater to our business. Express Delivery means faster and better turnaround time (“TAT”) using
multimodal shipping mode by courier.
2. Co-Planning
2.1. The Service Provider will share the pin code/ hub wise capacity with Instakart Instakart on a
monthly basis. The details to include:
2.1.1. Forward delivery coverage – Prepaid (“PP”) & COD Pin codes
2.1.2. Reverse Pick up- pin code
2.1.3. Pin code/Hub wise Capacity in terms of number of consignments
2.2. The Service Provider will be sharing its infrastructure from each source to destination, which
will help the Instakart assign the load. The details of the capacity and capability to be functional for
the month should be furnished by the Service Provider to Instakart by the 15th of previous month
and should be updated monthly. The details required to be shared have been mentioned in this
Annexure.
2.3. Serviceable Pin code changes for the next calendar month to be finalized by 15 th of previous
month. For Removal of pin code, Service Provider will inform Instakart (Central Design, Ops &
Planning teams) about the removal of its service from any pin code and the reason for the removal
at least 30 days before the last delivery done at that pin code, failing which Service Provider has to
continue serviceability for 30 days after last delivery is made (Through official mail between
authorised persons).
2.4. Instakart will confirm in writing via email to the Service Provider in case the given pin codes
are turned inactive.
3. Forward Pick Up
3.1. Forward pick up shall be done by the Service Provider from the Designated Locations and
distributed pan India by the Service Provider. Pickup timings will be allotted to all the Service
Providers which has to be obliged.
3.2. Volume will be allotted to the Service Provider depending on their source destination
infrastructural capability and the Service Provider must service such allotted volume however
Instakart does not guarantee any minimum volume commitment during the term of this Agreement
3.3. Service Provider shall ensure that Pick up is made as per the assigned frequency and cut off
times for each Designated Location.
3.5. After picking up is made, subsequent status updates, throughout the life-cycle, shall be sent
by the Service Provider to the Instakart on the same day based on Tracking ID of pickup. The
Tracking ID (TID ID) will be the Instakart Tracking ID
3.6. Instakart shall consider these TID ID as registered confirmation from Service Provider and keep
a track record of it for future enquiries.
3.7. Service Provider shall ensure that they organize pickups as intimated by Merchant.
3.8. At the time of pick up, the Service Provider shall confirm that the Instakart consignment label
containing the TID and Bar Code is pasted/ accompanying the consignment. In case the above
condition is not met, the Service Provider should refuse to pick the consignments and intimate
Instakart by email within 24 hours of such refusal. In case a wrong pick up has been made, physical
Return of the consignment to the originating pick up dock in the Designated Location shall be made
by the Service Provider within 48 hours of pick up.
4. Transit
4.1. Service Provider shall ensure that are consignments are precisely connected in the mode (via
PP or COD) as specified by Instakart and appearing on the label/ TID. For removal of doubts, if there
is a conflict between the instruction of the Instakart and the information appearing on the label/
TID of the consignment, the latter will prevail.
4.2. Service Provider shall pick up and load the consignments carefully to prevent the
consignments from being pressed, wrinkled and/or damage
4.3. Service Provider shall ensure that consignments received from Designated Locations on a
particular day are connected / forwarded to destination within 24 hours of the pickup.
4.4. To ensure tracing of consignment, Service Provider shall make available automated updates
to the Instakart on Merchant’s Systems every 2- 4 hours.
5.1. The riders/Delivery Personnel should carry his identity card containing the name of Service
Provider and photo prominently displayed. In case of individual Service Provider, request should be
made by the Service Provider for providing the “Service Partner” Id card from Instakart
5.2. In case the consignment remains undelivered after three attempts, the Service Provider shall
put the consignment on hold and act as per Instakart instructions provided in the NDR.
5.3. In case, the consignee changes the delivery date, an update must be provided forthwith to
the Instakart by the Service Provider through Application Programming Interface (“API”), and in
case API is unavailable through MIS.
5.4. Once the consignment is delivered, an update must be provided forthwith by the Service
Provider to the Instakart immediately through API, and in case API is unavailable through MIS.
5.5. Delivery Personnel shall pick up and load the consignments carefully to prevent the good/
products in the consignment from being pressed, wrinkled and/or damaged. The parties
acknowledge and agree that in the course of the Services provided by Service Provider, if there is
any loss or theft of the consignments solely on account of gross negligence and wilful misconduct
of the Delivery Personnel any damage or loss to the consignments shall be borne by Service
Provider.
a. Service Provider shall ensure that the Delivery Personnel will behave with
consignee in a polite and decent way to avoid any misbehavior. In case of Service
Providers personnel’s rude behavior, non-attempted consignments, wrong updates or
wrong deliveries and if the Service Providers personnel does not meet the standards set
forth in this Agreement, INSTAKART will be eligible to lay penalty on the Service Provider
as per Annexure II. In the case of non-applicability of the penalty, the same has to be
approved by INSTAKART. Tracking of the aforesaid issues will be based on customer
escalations and in the case of wrong updates and related issues, when it comes to the
notice of INSTAKART. Penalty amount must be deposited at the hub and/or will be
deducted by INSTAKART from outstanding fees payable to Service
Provider.
5.6. If any prepaid consignment was marked delivered by the Service Provider in their system
and consignee denies acceptance/receipt of the consignment, then Service Provider must provide
scanned DRS/ POD copy within 24 hours of request by the Merchant. Failing to do so, Instakart will
have the rights to take final decision and consider consignment as “Lost”, post which this will be
recovered through debit notes/credit notes at full shipment value.
6. Cash on Delivery
6.1. Service Provider will give Deliver same day COD remittance to Instakart .
6.2. Service Provider declares and undertakes that it shall, at its own expense obtain and maintain
insurance policies to provide insurance coverage for the cash collected on behalf of the Instakart
from the Consignees (Cash Collection Insurance Policy)
7. Return to Origin
7.1. If INSTAKART asks the Service Provider to ‘Return to Orgin’ (“RTO”) any consignment
irrespective of any tracking status of any tracking in Service Provider network except in Delivered
status, then the Service Provider must update/ mark the status in their system and confirm RTO to
INSTAKART within 48 hours of intimation by Instakart to Service Provider. Failing to do so, Instakart
will have the rights to take final decision and consider consignment as “Lost”, post which this will
be recovered through debit notes/credit notes at full shipment value.
7.2. For RTO cases the return consignment will be delivered back to Designated Location from
where the consignment was collected, in the same packaging. The Service Provider will give the
forward TID ID, return TID ID to Instakart and will charge to and fro shipping charges to Instakart .
If RTO is delivered to wrong location, it will be considered as “Lost”, post which this will be
recovered through debit notes/credit notes at full shipment value.
7.3. If RTO is generated due to Service Provider’s negligence i.e. delay in Delivery, then to and fro
shipping charges will not be paid to the Service Provider
7.4. The same mode of transport should be used for RTO consignments as was used for forward
consignment
8. Reverse Pick Up
8.1. The Service Provider should provide reverse logistics for all pin codes covered in forward
consignments. Instakart should refer to the list of pin codes provided by Service Provider.
8.2. Service Provider shall create a separate sub account for reverse logistics which in turn will be
accounted in pan India account of Instakart with Service Provider.
8.3. The Service Provider shall do reverse pick up on daily basis from Reverse Pickup Locations as
per Instakart pick up list except on Sundays and Public Holidays subject to maintaining cut off of
the said location.
8.4. The Service Provider shall ensure that they will organize Pickups on same day as intimated by
Instakart .
8.5. The Service Provider shall give a pickup call/text to consignee before going for a Pick up so
that consignee will ensure that consignment is ready at the time of pick up.
8.6. The Service Provider shall provide an MIS report of pickups made on a daily basis. The MIS
should be in the format which is provided by Instakart to registered pick up and must contain
weight, return TID ID, destination city, no of attempts made and failure reason code to pick up the
consignment along with reference Id/Waybill no of the Service Provider, Instakart will consider
these reference Ids as registered confirmation from the Service Provider and keep a track record of
it for future inquiries.
8.7. For any disputed reverse delivery, Scanned copy of signed POD needs to be shared within 24
hours of request being raised by the Instakart .
8.8. At the time of pick up from consignee, the Service Provider will do the following checks:
a. Instakart must mention the pickup address for smooth operations as intimated by
Instakart .
b. The Service Provider must ensure the packet should be in intact condition. The courier
Service Provider should ensure all the required data fed into the system for tracking by
Instakart .
In case the above conditions are not met, the Service Provider will refuse to pick up the
consignments and intimate Instakart by email as per SOP agreed to between the Parties in writing.
8.9. The Service Provider shall ensure that the reverse consignments handed over by consignees
on a particular day before the cut off time are connected / forwarded to destination on the same
day itself.
8.10. The Service Provider shall connect the consignments in Instakart mentioned mode only.
If there are any changes in the mode, the Service Provider will take written communication/
instruction from Instakart and the same will be considered as changed.
8.11. The Service Provider shall ensure that there is a dedicated account manager who will
handle reverse logistics. The person can be same as the account manager handling forward logistics.
8.12. Service Provider has to declare the status of scheduled Reverse Pickup for open/ pending
consignments within 3rd day from the scheduled date to the Merchant. Failing to do so, Instakart
will have the rights to take final decision and consider consignment as Lost, post which this will be
recovered through debit notes/credit notes at full shipment value.
9. No Tolerance Clause
9.1. Instakart shall not tolerate any kind of misbehavior with women Consignees under any
circumstances. In case such incident is reported, the Instakart shall ensure that a proper
investigation is carried out and if found guilty, appropriate legal action is taken against the Delivery
Personnel and the Service Provider agrees to extend all support and co-operation in this regard.
9.2. Instakart will not tolerate use of abusive language with consignees under any circumstances.
Strict action must be by the Service Provider taken against the Delivery Personnel found guilty and
the same must be updated to the Merchant.
9.3. The Delivery Personnel will under no circumstances ask the consignee to come and collect
consignment from some other location other than the declared address by the consignee/
intimated by Instakart unless a different address has been communicated to the Service Provider
in accordance with the NDR SOP agreed to between the Parties.
9.4. In case of “door lock”, the Delivery Personnel will not drop the package at any location other
than the one requested for Delivery.
9.5. The Service Provider must undertake background verification check of all its Delivery
Personnel and the report of such check must be made available forthwith to the Instakart at the
Merchant’s request.
9.6. Service Provider shall ensure that the Delivery Personnel are physically and mentally fit to
discharge the Services.
9.7. Service Provider shall ensure that the Delivery personnel are not under the influence of
alcohol, drugs or any narcotic substance while delivering consignments.
9.8. Instakart shall not employ any of Service Provider employees during the period of his/her
employment with Service Provider. The Human Resource department of both the companies can
mutually agree on the standard operating procedures in case of such employment.
9.9. Service Provider shall ensure that Delivery Personnel do not enter consignee’s premises
without the consignee’s consent.
9.10. Breach of any of the above no tolerance terms shall be treated as a material breach of this
Agreement and Marchant shall have the sole right to terminate this Agreement forthwith.
10. Payment Terms
Service Provider shall raise an invoice on Instakart once in 15 (fifteen) days & Instakart shall pay the same
within 30 (Thirty) days of receipt of invoice.
11. Management Information System
11.1. Consignment Creation Capability: To fetch the data from our end/accept the data from
our system. Instakart will push the data. Format for the data has to be standardized.
11.2. Capability to share the real time update on each consignment with us under standard and
clear tags.
11.3. Capability to receive and act as per instruction provided by us at the delivery hub level.
11.4. API integration for serviceability, COC and tracking ID (TID number).
11.7. The Service Provider must declare final status of consignments on a live basis through
updating via API or the Delivery App provided by the Merchant. In dispute cases, the final status of
the consignments handled by the Service Provider such as delivered/RTO delivered to original
Designated Location/Damaged/Lost/within 21 days from the date of dispatch except for
consignments pertaining to North-East for which final status will be given within 30 days. In the
event of a failure on the part of the Service Provider to do so, Instakart will have the rights to take
final decision and consider consignment as “Lost”. Thereby, the This will be recovered through debit
notes/credit notes at full shipment value.
11.8. Service Provider must declare final status of RVP consignments such as RVP delivered to
original Designated Location/Damaged/Lost within 10 days [Forward SLA + 3 days] from the date
of Pick up scheduled except for consignments pertaining to North-East for which final status will be
given within 15 days. In the event of a failure on the part of the Service Provider to do so, Instakart
will have the rights to take final decision and consider consignment as “Lost”, post which this will
be recovered through debit notes/credit notes at full shipment value.
11.9. Service Provider shall provide interface for tracking freight information such that adequate
information is available to Instakart to satisfy Consignees’ queries in respect of delivery of the
consignments.
11.10. Service Provider shall provide hard copy/Digital signatory of POD (proof of delivery) within
24 hours whenever requested by Instakart within 45 days of Delivery. In case Instakart requires
POD for consignments exceeding 45 days of Delivery and within period of 60 days, soft records
maintained for the same should be shared within 48 hours whenever requested by merchant.
12. Code of Conduct
12.1. Background Verification (BGV) Check of delivery personnel: The Delivery Personnel
employed by the Service Provider should have cleared BGV check as per Service Provider’s BGV
policy Service Provider. The Service Provider must submit a declaration form to Instakart
mentioning that all the above mentioned checks have been conducted before onboarding their
employees.
12.2 Background Verification (BGV) of shop/ facility: The Store/ facility employed by the Service
provider should have all the legal documentation ready like Shop and establishment certificate,
PAN card etc. and should not be a business nature of courier type. The Service Provider must submit
a declaration form to Instakart mentioning that all the above mentioned checks have been
conducted before onboarding their stores.
13. Training:
13.1.
13.2. Service Provider shall be imparted appropriate and reasonable training to Delivery
Personnel to provide Services and to meet service quality standard.
i. Behavior
ii. Interaction with consignee
iii. Dressing
iv. Language
v. Greeting
vi. Calling standards
13.3. Refresher program is mandatory once every calendar year which would include gender
sensitization and delivery etiquette. Service Provider to ensure that all its personnel undergo the
training module.
13.5. Service Provider shall fully compensate Instakart and its Affiliates, in the event of any of
the actions by the Service Provider its agents/ employees/ any personnel employed in connection
with the Agreement results in loss of reputation/ loss of Brand reputation, subject to legal process
governed per law of the land.
13.6. Instakart and anyone authorized on its behalf of Instakart , reserves the right to audit the
Service Provider, subject to legal process governed as per the law of the land in the event of breach
of any of the conditions. This audit will include but not limited to matters pertaining to:
c. Identifying if the person is under the influence of drugs, alcohol or narcotic substances.
d. Training imparted to the Service Personnel.
e
13.7. Instakart should inform the Service Provider 48 hours in advance before the visit for Audit
purposes.
13.8. The Service Provider shall provide details of its ownership, registered address, services
offered, fare structure, insurance liabilities and contact details of duly appointed grievance
redressal officer.
13.9. The Service Provider must have adequate mechanism for receiving consignee's feedback
and grievances. The delivery personnel of the Service Provider should encourage customers to
know about and fill the CSAT survey shared via a link in the delivery SMS.
13.10. The Service Provider to ensure that any physical labels/tag containing information provided
by the INSTAKART should be disposed of properly so that the information shall not be accessible to
any third party.
15.1.1. The Service Provider must declare final status of consignments such as
delivered/RTO delivered to original Designated Location /Damaged/Lost/within 21 days
from the date of dispatch except for consignments pertaining to North-East for which final
status will be given within 30 days In the event of a failure on the part of the Service Provider
to do so, Instakart will have the rights to take final decision and consider consignment as
“Lost” post which this will be recovered through debit notes/credit notes at full shipment
value.
15.1.2. Service Provider must declare final status of RVP [Reverse Pick Up] consignments
such as RVP delivered to Original Instakart Pick up location/Damaged/Lost within 10 days
[Forward SLA + 3 days] from the date of Pick up scheduled except for consignments
pertaining to North-East for which final status will be given within 15 days. Failing to do so,
Instakart will have the rights to take final decision and consider consignment as “Lost” post
which this will be recovered through debit notes/credit notes at full shipment value.
Sl No Type of Losses
4 FE visit failed for disputed Delivery or CWS** Cases within agreed time* refund
done with TOA.
11 Refund done for RVP consignment not picked or declared NSZ or OPA though it’s
agreed as per last shared serviceability file.
12 Fraud cases like Credit / Debit Card & Net Banking. RTO Not confirmed by 3PL
Vendor within agreed time* refund done.
15 Breach of Planning residual SOP (from the last order placed + 30 days
serviceability need to keep live for RVP). {Embargo period will not be considered
for 30 days}
17 In cases wrong status updated as Delivered or Lost or RTO and refund done to
consignee with TOA as well Seller / Consignor Pay-out done.
15.2. Consignment cost will recovered from Service Providers for all types of
leakages/losses/damage.
16.1. The Service Provider shall, at all times, perform the Services at levels of accuracy, quality,
completeness, timeliness, responsiveness, cost-effectiveness, proactivity and user satisfaction that
are the accepted industry norms applicable to the performance of such Services by top tier service
providers in the Territory.
16.2. The Service Provider agrees and acknowledges that time is of the essence in the
performance of the Services.
16.3. TAT time shall mean the amount of time taken by the Service Provider to fulfil a particular
request for Delivery and Returns, beginning from picking up the consignment from the Designated
Location/ Return Pickup Location, to the Delivery of the consignment to the Consignee and picking
up the consignment from the Consignee and delivering it to the Consignor/ source in case of
Returns.
16.4. REPORTING OBLIGATIONS: The Service Provider shall meet or exceed each Service Level
in its provision of the Services. If at any time the Service Provider fails to provide the Services in
accordance with the Service Levels herein, the Service Provider shall advise the Instakart within the
timelines set out in this Annexure and of the steps that the Service Provider shall take to address
the failure.
16.5. PERIODIC REVIEW OF SERVICE LEVELS: In addition to the foregoing, the Parties shall
periodically review the Service Levels and the performance of the Service Provider. As part of this
review process, the Parties shall increase the Service Levels as mutually agreed between the Parties,
which may include increases to reflect the higher performance levels actually attained or attainable
by Service Provider and improved performance capabilities to perform the Services. In addition, the
Parties shall, to the extent reasonable and appropriate:
16.5.1. add new Service Levels to permit further measurement or monitoring of the accuracy, quality,
completeness, timeliness, responsiveness, cost-effectiveness, or proactivity of the Services;
16.5.2. Modify or increase the Service Levels to reflect changes in the standards, strategies, needs or
objectives defined by the Merchant; or
16.5.3. Modify or increase the Service Levels to reflect agreed upon changes in the manner in which the
Services are performed by Service Provider.
16.6. SERVICE CREDITS: In the event that the Service Provider is unable to adhere to the Service
Levels provided herein, the Instakart shall be entitled to the Service Credits provided below.
Similarly, should the Service Provider achieve the Service Levels in the manner provided herein, the
Service Provider shall be entitled to incentives in the manner provided below.
16.6.1. The amount of any Service Credits payable by the Service Provider shall be
calculated as mentioned in the section - service level agreement. All KPIs and SLAs to be
adhered to have been mentioned in the section - Definition of Key Performance Indicators (KPI)
and Service Level Agreement (SLA)
16.6.2. Instakart , shall at its option, deduct the Service Credits from the Fee payable by
the Instakart to the Service Provider as a credit against the next invoice which is issued by the
Service Provider to the Instakart under the Agreement. If any amount is payable to the
Instakart by the Service Provider at the end of the Term and there are no more invoices to be
issued by the Service Provider, Instakart may issue an invoice for the relevant amount to the
Service Provider which the Service Provider shall pay within twenty (20) days after its receipt
of that invoice. The Parties agree that Service Credits are a genuine pre-estimate of the loss or
damage that Instakart is likely to suffer as a result of a failure by the Service Provider to provide
the Services in accordance with the Service Levels.
17. Definition of Key Performance Indicators (KPI) and Service Level Agreement (SLA)
17.1. Breach (To be measured on a weekly basis) - Number of consignments which missed
promised TAT after taking out attempts / Total number of consignments. TAT is measured as the
time taken to deliver/attempted by the Service Provider as given in Annexure 3.
17.2. Loss/ Damage/ Shortage- # of consignments got damaged + lost+ shortage/ total # of
consignments handed over
17.3. RTO-
17.3.1. RTO % - (Number of consignments rejected by consignee due to delay + negligence in Delivery
)/ Total number of consignments allotted for Delivery
17.3.2. Breach of TAT- Number of RTOs for which TAT was not met/ Total number of RTOs
17.4. COD Remittance cycle breach – Delay in remittance cycle amount beyond promised TAT /
Total number of COD consignments value delivered). Remittance cycle is the calculated time
between cash deposited date and Delivery date
17.5. Pick up Attempt: Total number of consignments for which pick up was attempted/ Total
number of consignments to be picked up
17.6. Lost/ Pilferage: Total number of consignments lost / Total number of consignments
allotted.
17.7. Consignment Prioritisation: The Service Provider shall prioritise and deliver consignments
as per the logistics promise date intimated by the Instakart through API.
17.8. Conversion: The number of consignments assigned to the number of consignments delivered
within the said period. It is calculated on any given day by Delivered/ Assigned
18.1. RTO
PP/COD TBD
The above %age excluding the Consignee Controlled reasons/codes and shall be measured for delay
Delivery cases by Service Provider on committed TAT as given in Annexure 3
RTO TAT should be same day for all source destination combinations.
18.2. RVP
Day 1 100%
Consignee controlled reasons to be excluded.
19.3.1. Status update "picked up" (in case of reverse consignment), "delivered" (for forward prepaid
consignment), "RTO confirmation" (for forward prepaid consignments) has financial implications
associated with it. In case these status have been wrongly updated by the Service Provider, then the
entire financial liability shall be of Service Provider only.
19.3.2. Status update "delivered" (in case of forward COD consignment) and "RVP cancelled" has
consignee experience associated with it. In case these statuses have been wrongly updated by the
Service Provider, then as a token of apology 10% consignment value will be debited to the Service
Provider.
19.4. Consignee Service- SLA: Instakart considers consignee at first place and all processes are
designed around it. In purview of this Instakart expects Service Providers to be above par in
communication and convenience extended to our consignees. Hence a right communication with
right focus at right time is expected. In view of the same the following matrices are mandated the
Instakart which the Service Provider agrees to abide by:
Conversion 85%
The Service Provider shall in no event have any right to claim lien over the orders/packages/cash
present and delivered at Stores and waives all claims and rights in respect thereof.
INSTAKART being a logistics solutions/courier solutions provider receives goods handed over by
various Sellers/Consignors/Shippers meant for delivery to the ultimate customer/Consignee under a
Tax invoice (in the name of the end customer).
1.Services
1.1. The Service Provider has Delivery and Return capabilities across India or part of India as defined and required
by the merchant. They can pick consignments from anywhere in India or specific Merchant designated locations
and deliver it to the concerned party within the defined territory. The Service Provider has dedicated fleet
ensuring best of Service Level Agreement (“SLA”). In this case the Service provider has the needed capability
(detailed below in the Operations Section) to cater to our business. Express Delivery means faster and better
turnaround time (“TAT”) using multimodal shipping mode by courier.
2.Co-Planning
2.1. The Service Provider will share the pin code/ hub wise capacity with Merchant on a monthly basis. The
details to include:
2.1.1. Forward & Reverse delivery coverage – Pre paid (“PP”) & COD Pin codes
2.1.2. Pin code/Hub wise Capacity in terms of number of consignments
2.2. The Service Provider will be sharing its infrastructure from each source to destination, which will help
the Merchant assign the load. The details of the capacity and capability to be functional for the month should
be furnished by the Service Provider to Merchant by the 15th of previous month and should be updated
monthly. The details required to be shared have been mentioned in this Annexure.
2.3. Serviceable Pin code changes for the next calendar month to be finalized by 15th of previous month.
For Removal of pin code, Service Provider will inform Merchant (Central Design, Ops & Planning teams)
about the removal of its service from any pin code and the reason for the removal at least 30 days before
the last delivery done at that pin code, failing which Service Provider has to continue serviceability for 30
days after last delivery is made (Through official mail between authorised persons).
2.4. Merchant will confirm the Service Provider that the given pin codes are turned inactive through mail.
2.5. The number of consignments for a day will be decided by Merchant (based on the performance of the
Service Provider) and Service provider will ensure that he maintains requisite pool of manpower to ensure
deliveries; including spikes and surges in load.
2.6. Service Provider should be able to provide services on all days that the Hub is operational. Calendar for
the entire year will be shared by Merchant with Service Provider in advance and vice versa. In-case of non-
availability for any particular period limited to maximum of 1 week, the Service Provider has to inform the
Merchant in writing at least 15 days prior. And Merchant has all rights to reject the appeal for closure. In
case of any scheduled closure, the Service Provider needs to inform Merchant in 7 days advance regarding
the same. And Merchant has all rights to reject the appeal of closure.
3. Forward Pick Up
3.1. Forward pick up shall be done by the Service Provider from the Designated Locations and distributed
pan India. Pickup timings will be allotted to all the Service Providers which has to be obliged.
3.2. Volume will be allotted to the Service Provider depending on their source destination infrastructural
capability and the Service Provider must service such allotted volume.
3.3. Service Provider shall ensure sure that Pick up is made as per the assigned frequency and cut off times
for each Designated Location.
3.5. After pick up is made, subsequent status updates, throughout the life-cycle in continuous manner, shall
be sent by the Service Provider to the Merchant on the “Delivery”(D) day or D +1 or D+2 day depending on
the distance of the Service Provider facility from Merchant facility based on Tracking ID of pickup. The
Tracking ID (AWB ID) will be the Merchant Tracking ID
3.6. Merchant shall consider these AWB ID as registered confirmation from Service Provider and keep a
track record of it for future enquiries.
3.7. Service Provider shall ensure that they organize pickups as intimated as per guidelines shared by the
Merchant.
3.8. At the time of pick up, the Service Provider shall confirm that the Merchant consignment label
containing the AWB and Bar Code is pasted/ accompanying the consignment. And there are no physical
damages on consignments outer packaging. In case the above condition is not met, the Service Provider
should refuse to pick the consignments on immediate bases and intimate Merchant by email within 2 hours
of such refusal. In case a wrong pick up (Label and the consignment data is not matching) has been made,
physical Return of the consignment to the originating pick up dock in the Designated Location shall be made
by the Service Provider within 48 hours of pick up.
4.Transit
4.1. Service Provider shall ensure that are consignments are precisely connected in the mode (via PP or
COD) as specified by Merchant and appearing on the label/ AWB. For removal of doubts, if there is a conflict
between the instruction of the Merchant and the information appearing on the label/ AWB of the
consignment, the latter will prevail.
4.2. Service Provider shall pick up and load the consignments carefully to prevent the consignments from
being pressed, wrinkled and/or damage
4.3. Service Provider shall ensure that consignments received from Designated Locations on a particular
day are connected / forwarded to destination on the same day of the pickup.
4.4. To ensure tracing of consignment, Service Provider shall make available automated updates to the
Merchant on Merchant’s Systems on live basis or at max within 1hour.
5. Last Mile Delivery – from Vendor Delivery Hub/ Store to Consignee
5.1. The Delivery Personnel should carry his identity card containing the name of Service Provider and photo
prominently displayed. In case of individual Service Provider, request should be made by the Service Provider
for providing the “Service Partner” Id card from the Merchant
5.2. Service provider has to ensure that 100% of the consignments are attempted on the same agreed day(s)
for delivery. In case of non-attempted consignments, Merchant will be eligible to lay penalty on service
provider. Consignments have to be attempted for a minimum 3 times prior to being declared as Undelivered
or rejected in case of greater than D0 reconciliation. Consignments must be attempted on the same day in
case of D0 reconciliation and as per instructions provided for Priority Consignments. For Priority
Consignments the attempt timeline shall supersede and have higher priority for delivery than any timeline
mentioned prior to this. PINCODE wise TAT list for attempting consignments to be shared and adhered to.
Breach of timelines for first attempt will be done as per agreed transit times and handover time. In case of
non-attempted consignments, Merchant will be eligible to lay penalty on service provider.
5.3. In case the consignment remains undelivered after three attempts, the Service Provider shall put the
consignment on hold and act as per Merchant instructions provided in the NDR.
5.4. The Service Provider shall ensure that the Delivery Personnel leave a SMS to consignee, if the
consignment remains undelivered each attempt due to the Consignee not being available. SMS should
contain reason for undelivered consignment and Service Provider’s customer service team contact details.
5.5. In case, the consignee changes the delivery date, an update must be provided forthwith to the
Merchant by the Service Provider through Merchant provided Application.
5.6. Once the consignment is delivered, an update must be provided forthwith by the Service Provider to
the Merchant immediately through Merchant provided Application.
5.7. Delivery Personnel shall pick up and load the consignments carefully to prevent the good/ products in
the consignment from being pressed, wrinkled and/or damaged. The parties acknowledge and agree that in
the course of the Services provided by Service Provider, if there is any loss or theft of the consignments
solely on account of gross negligence and wilful misconduct of the Delivery Personnel any damage or loss to
the consignments shall be borne by Service Provider.
a. Service Provider shall ensure that the Delivery Personnel will behave with consignee in a
polite and decent way to avoid any misbehaviour. In case of Service Providers personnel’s
rude behaviour, non-attempted consignments, wrong updates or wrong deliveries and if the
Service Providers personnel does not meet the standards set forth in this Agreement,
Merchant will be eligible to lay penalty on the Service Provider as per Annexure 4. In the
case of non-applicability of the penalty, the same has to be approved by Merchant. Tracking
of the aforesaid issues will be based on customer escalations and in the case of wrong
updates and related issues, when it comes to the notice of Merchant. Penalty amount must
be deposited at the hub and/or will be deducted by Merchant from outstanding fees payable
to Service Provider.
5.8. If any prepaid consignment was marked delivered by the Service Provider in their system and
consignee denies acceptance/receipt of the consignment, then Service Provider must provide scanned DRS/
POD copy within 24 hours of request by the Merchant. Failing to do so, Merchant will have the rights to take
final decision and consider consignment as “Lost”, post which this will be recovered through debit
notes/credit notes at full shipment value.
6. Cash on Delivery
6.1. Service Provider will give COD remittance to Merchant on “Delivery”(D) day D +1 by means of
Depositing cash at the merchant designated facility or NEFT or any bank transfer. Delayed delivery update
(Delivery update happening after 7 working days from partner centre hand over date) will have a penalty at
the discretion of merchant business operations team.
6.2. Service Provider declares and undertakes that it shall, at its own expense obtain and maintain insurance
policies to provide insurance coverage for the cash collected on behalf of the Merchant from the Consignees
(Cash Collection Insurance Policy)
6.3 If cash is not reconciled through CMS / NEFT / Bank deposit within 3 days by the partner, the CB pincodes
would be placed on embargo by Instakart.
7. Return to Origin
7.1. If MERCHANT asks the Service Provider to ‘Return to Orgin’ (“RTO”) any consignment irrespective of
any tracking status of any tracking in Service Provider network except in Delivered status, then the Service
Provider must update/ mark the status in their system and confirm RTO to MERCHANT within 48 hours of
intimation by Merchant to Service Provider. Failing to do so, Merchant will have the rights to take final
decision and consider consignment as “Lost”, post which this will be recovered through debit notes/credit
notes at full shipment value.
7.2. For RTO cases the return consignment will be delivered back to Designated Location from where the
consignment was collected, in the same packaging. The Service Provider will give the forward AWB ID, return
AWB ID to Merchant If RTO is delivered to wrong location, it will be considered as “Lost”, post which this will
be recovered through debit notes/credit notes at full shipment value.
7.4. The same mode of transport should be used for RTO consignments as was used for forward
consignment
7.5. Merchant will have to do to RTO and reverse consignment validation in 24 hrs of consignments received
time and thus should intimate the Service Provider about the validation failure if any (within 24 hrs).
7.6 In case of consignment pickup from a service provider facility service provider to do the RTO and reverse
consignment validation in 24 hrs of consignments received time.
8. Reverse Pick Up
8.1. The Service Provider should provide reverse logistics for all pin codes covered in forward consignments.
Merchant should refer to the list of pin codes provided by Service Provider.
8.2. Service Provider shall create a separate sub account for reverse logistics which in turn will be accounted
in pan India account of Merchant with Service Provider.
8.3. The Service Provider shall do reverse pick up on daily basis from Reverse Pickup Locations as per
Merchant pick up list/ pickup expectation creation.
8.4. The Service Provider shall ensure that they will organize Pickups on “Delivery”(D) as intimitate by the
merchant.
8.5. The Service Provider shall give a pick up call/text to consignee before going for a Pick up so that
consignee will ensure that consignment is ready at the time of pick up.
8.6. The Service Provider shall provide an MIS report of pickups made on a daily basis. The MIS should be
in the format which is provided by Merchant to registered pick up and must contain, return AWB ID,
destination city, no of attempts made and failure reason code to pick up the consignment along with
reference Id/Waybill no of the Service Provider, Merchant will consider these reference Ids as registered
confirmation from the Service Provider and keep a track record of it for future inquiries.
8.7. For any disputed reverse delivery, Scanned copy of signed POD needs to be shared within 24 hours of
request being raised by the Merchant.
8.8. At the time of pick up from consignee, the Service Provider will do the following checks:
a. Merchant must mention the pickup address for smooth operations as intimated by Merchant.
b. The Service Provider must ensure the packet should be in intact condition The Pickups are to be
done as per the instructions shared by Merchant
In case the above conditions are not met, the Service Provider will refuse to pick up the consignments and
intimate Merchant by email as per SOP agreed to between the Parties in writing.
8.9. The Service Provider shall ensure that the reverse consignments handed over by consignees on a
particular day before the cut off time are connected / forwarded to destination on the “Delivery”(D) day or
D +1 day depending on the distance of the Service Provider facility from Merchant facility itself.
8.10. The Service Provider shall connect the consignments in the Merchant mentioned mode only. If
there are any changes in the mode, the Service Provider will take written communication/ instruction from
Merchant and the same will be considered as changed.
8.11. The Service Provider shall ensure that there is a dedicated account manager who will handle reverse
logistics. The person can be same as the account manager handling forward logistics.
8.12. Service Provider has to declare the status of scheduled Reverse Pickup for open/ pending
consignments within 3rd day from the scheduled date to the Merchant. Failing to do so, Merchant will have
the rights to take final decision and consider consignment as Lost, post which this will be recovered through
debit notes/credit notes at full shipment value.
8.13 Service Provider has to accept all the reverse consignments allotted to it and belongs to his service territory
in the stipulated timelines shared with the service provider, hence non acceptance of reverse
consignments in given time will give merchant right put penalty against the service provider.
8.14 Service Provide has to pickup reverse consignments from consignee based on the SOP / checks
shared by the Merchant. Merchant will be validating the same set of checks in its facilities.
9. No Tolerance Clause
9.1. Merchant shall not tolerate any kind of misbehavior with women Consignees under any circumstances.
In case such incident is reported, the Merchant shall ensure that a proper investigation is carried out and if
found guilty, appropriate legal action is taken against the Delivery Personnel and the Service Provider agrees
to extend all support and co-operation in this regard.
9.2. Merchant will not tolerate use of abusive language with consignees under any circumstances. Strict
action must be by the Service Provider taken against the Delivery Personnel found guilty and the same must
be updated to the Merchant.
9.3. The Delivery Personnel will under no circumstances ask the consignee to come and collect consignment
from some other location other than the declared address by the consignee/ intimated by Merchant unless
a different address has been communicated to the Service Provider in accordance with the NDR SOP agreed
to between the Parties.
9.4. In case of “door lock”, the Delivery Personnel will not drop the package at any location other than the
one requested for Delivery communicated by the consignee.
9.5. The Service Provider must undertake background verification check of all its Delivery Personnel and
the report of such check must be made available forthwith to the Merchant at the Merchant’s request.
9.6. Service Provider shall ensure that the Delivery Personnel are physically and mentally fit to discharge
the Services.
9.7. Service Provider shall ensure that the Delivery personnel are not under the influence of alcohol, drugs
or any narcotic substance while delivering consignments.
9.8. Merchant shall not employ any of Service Provider employees during the period of his/her employment
with Service Provider. The Human Resource department of both the companies can mutually agree on the
standard operating procedures in case of such employment.
9.9. Service Provider shall ensure that Delivery Personnel do not enter consignee’s premises without the
consignee’s consent.
9.10. Breach of any of the above no tolerance terms shall be treated as a material breach of this
Agreement and Merchant shall have the sole right to terminate this Agreement forthwith.
ANNEXURE B – SERVICE FEE - COMMERCIAL FOR PAN INDIA
East
> 88% to
Tier <= 88% > 90% `
<=90%
Visakhapatnam, Vijayawada, Patna, Hyderabad, Bhubaneswar, Guwahati,
Tier Manipur, Meghalaya, Mizoram, Tripura, Nagaland, Arunachal Pradesh, Sikkim,
16 17 17.5
A DARJEELINGHUB_DAI, KALIMPONGHUB_KMG, KURSEONGHUB_KUR Rest of
Assam. Kolkata, Siliguri
Tier Rest of Andhra Pradesh, Rest of Bihar, Raipur, Rest of Telangana, Ranchi,
13 14 14.5
B Jamshedpur,
Tier Rest of Bengal, Rest of Chhattisgarh, Rest of Odisha, Rest of Jharkhand, Rest of
12 13 13.5
C North East
South
Tier <85% >=85% to =<90% >90% Tier definition
Kerala
North
>=85% to
State <85% >90% Tier definition
=<90%
Delhi NCR (DwarkaHub_DEL, SaketHub_DEL, KilokariHub_DEL
,GurgaonManesarHub_DEL, VasantKunjHub_DEL, UttamnagarHub_DEL,
16 16.5 17
Delhi NCR DaryaganjHub_DEL, NajafgarhHub_DEL, OkhlaHub_DEL,
AlipurHub_DEL, PrahladpurHub_DEL), Ghaziabad Gurgaon
15.75 16.25 16.75 Rest of Delhi NCR (Including Dharuhera, Faridabad, Noida, Bahadurgar)
Punjab, Amritsar,Chandigarh,Ludhiana,Mohali,Allahabad,Gorakh
Uttar 14.5 15 15.5 pur,Kanpur,Lucknow,Meerut,Varanasi, Dehradun,
Pradesh, Baddi,Shimla,Solan, Jammu & Kashmir
Uttarakhand
, Himachal
Pradesh,
Jammu 14 14.5 15 Rest of Punjab, UP, Uttarakhand, Himachal pradesh
&
Kashmir
14.25 14.75 15.25 Alwar,Bhilwara,Bikaner,Jaipur,Jodhpur,Udaipur
Rajasthan
13.25 13.75 14.25 Rest of Rajasthan
Haryana 13.5 14 14.5 Haryana
West
>=85% to >88% to
Tier <85% >92% Tier definition
<=88% <=92%
Tier Mumbai (incl. Navi Mumbai, Thane and Kalyan), Pune,
14 15 16 17
A Rest of Ahmedabad
Vadodara, Amravati, Aurangabad, Bhavnagar, Rest of
Gwalior, Jabalpur, Nashik, Rest of Gandhinagar,
Tier Indore, Jamnagar, Rajkot, Bhopal, Surat, Kolhapur,
13.5 14.5 15.5 16
B LaturHub_LTU MALEGAON, Nasik, Sangli, Rest of
Silvassa, Solapur, Gujarat, Nagpur, Ujjain, Valsad, Rest
of Vapi,
Tier
13 14 15 15.5 Rest of West
C
Goa
DahejHub_DAJ, LalparHub_LLP, CityCenterHub_GWL,
SDZ 15 16 17 18
GwaliorHub_GWL, PeoplesCampusHub_BHO,
RajendraNagarHub_IDR, SouthtukoganjHub_IDR
SewriHub_MUM, BhandupHub_MUM,
ChemburHub_MUM, ChemburSplitHub_MUM,
KamaniHub_MUM, DadarWestHub_MUM,
FortHub_MUM, MasjidHub_MUM, TardeoHub_MUM,
SakinakaSplitHub_MUM, AndheriHub_MUM,
SDZ AndheriWestHub_MUM, BkcHub_MUM,
15.5 16.5 17.5 18.5
1 VasaiHub_MUM, BanerHub_Pune, ChakanHub_PUNE,
TalegaonHub_PNQ, BaramatiHub_BRM,
BapunagarHub_AMD, BopalHub_AMD,
GandhiNagarHub_GAN, ManiNagarHub_ADI,
ParvatPatiyaHub_STV, SilvassaHub_AMD,
VapiHub_AMD, BavlaHub_AMD,
Once in (4) 4.8 5 5.2 5.4 5.8 6.2 9.2 9.8 10.6
>=85% to >88% to
Hub Name Region Tier <85% >92%
<=88% <=92%
PorvorimHub_GOA Goa SDZ 18 19 20 21
NavelimHub_GOA Goa SDZ 18 19 20 21
MercesHub_GOA Goa SDZ 18 19 20 21
PondaHub_PND Goa SDZ 18 19 20 21
North
LaturHub_LTU TierC 16 17 18 18.5
Maharashtra
>=85 to =<90
Region / Category <85% >90%
%
(ROK-South/North) /
14 15 16
Karnataka Tier B
SDZ
15 16 17
(Tumkur,Kolar,Ramanagara)
Grocery Through Non-Large
GTNL biker rate card.
Tier C 21
SDZ 24
Tier Definition
Tier Tier definition
Tier Delhi (incl Noida,Greater Noida,Ghaziabad and Gurgaon) Bangalore, Chennai, Patna, Bhuwaneshwar, Guwahati, Mumbai (incl. Navi
A Mumbai,Thane and Katyan),Pune, Ahemdabad, Kolkata
Varanasi, Bikaner, Gorakhpur, Kanpur, Jalandhar, Jodhpur, Ludhiana, Jaipur, Panchkula, Ajigarh, Amritsar, Meerut Faridabad, Aira,
Challdigarh, Jalandhar-Cantt., Dehradun, Sonepat, Panipat, Murthal Roi-
Tier
South,Siliguri,Rest Of Bihar,Raipur, Ranchi ,Jamshedpur, Rest Of Assam, Vadodara, Amravati, Aurangabad, Bhavnagar,Gwalior, Jabalpur,
B
Nashik, Gandhinagar, Indore, Jamnagar, Rajkot, Bhopal, Surat, Kolhapur, Malegaon, Nasik, Sangli, Silvassa, Solapur, Gujarat, Nagpur,
Ujjain, Valsad,Vapi
Tier ROI North (lncluding & Jammu, Kathua, Rishikesh, Hardiwar,Roorkee) Rest of Bengal ,Rest of Chattisgarh, Rest of Odisha, Rest of
C Jharkhand, ROl North East, ROI West
Himachal Pradesh, Kashmir (Jammu And Kathua Are In Tier C), Uttarakhand (Excluding Haridwar, Rishikesh, Roorkee) Kerala,
SDZ Tiruppur & Colmbatore,Goa, Visakhapatnam,Vljayawada, Manlpur, Meghalaya, Mizoram,Tripura,Nacatand,Arunachal Pradesh, Sikkim,
Hyderabad, Rest Of Andhra Pradesh, Rest Of Telangana, Ladakh, Andaman & Nicobar
SELLER RETURN IN DH
LMA operating first mile forward shipments from the same facility seller returns shipments will be paid as
per first mile rate card Rs. 2
1 Master 16
Powerflex
Additional Rate for Hardship Locations in Selected Hubs: INR 1 Per shipment
Delivered/Picked up
18 2
0
Count
Rate of Descripti
Card Shipme on
nts
14.5 30
Rs 14.5 for first 30 Del + RVP shipments, Rs
17 for all Del + RVP shipments crossing 30
17 20 count of Del + RVP shipments
19 20
For Rest of East Zone Excluding Bihar, Jharkhand, West Bengal & Sikkim:
Sl # Tiering Base Rate Self Deliver Conversion Rate
Pick y
Normal Hig up Conversi
h Rate on
Dens
ity
1 Metro 12 9 2 60% >80 1 2
or to %
Except 80%
ion
2 Tier 1 10 7 2 60% >80 1 2
to %
80%
3 Tier 8 5 2 60% >80 1 2
2& to %
Belo 80%
w
4 LCM 8 8 1 60% >80 0 1
to %
80%
Additional Line Haul Rates for
Powerflex Vendor serving Long Distance
Two Way >25-50 51-75 76-100 101-150 151-200 201-250 251-300 >30
Distance / km km km km km km km 0
Trip k
m
Km Slab Rs.4 Rs. 5 Rs. 6 Rs. 7 Rs. 8 Rs. 10 Rs. 12 Rs.
14
For all zones reverse rate card will be as per following logic for both Powerflex and RFK:
For Powerflex:
1 0 to 25 24 18.5 18 18 17 17 1 2
Kms
2 25 - 50 28. 19 18 18 17 17 1 2
Kms 5
3 50 to 32. 19 18 18 17 17 1 2
80 5
Km
s
4 80 to 38 27 19 19 17 17 1 2
120
Kms
5 120 to 41 30 20 20 17 17 1 2
150
Kms
6 150+ 43. 34 27 20 17.5 17.5 1 2
Kms 5
For Kerala:
Sl Line Haul Rates Conversion Rate
# Two
Way <=85 >85% >90%
Distan % to
ce 90%
1 0 to 25 Kms 2 15 16 17
2 25 - 50 Kms 5.5 15 16 17
3 50 to 75 Kms 6.5 15 16 17
4 75 to 100 7.5 15 16 17
Kms
5 100 to 150 9 15 16 17
Kms
6 150 to 200 10 15 16 17
Kms
7 200 to 250 13 15 16 17
Kms
8 250 to 300 15 15 16 17
Kms
9 >300 Kms 18 15 16 17
Final payout for Primary Service Provider will be calculated as per shipment
delivered by Secondary Service Provider. Primary Service Provider is eligible
for LH Payout of Secondary Service Provider’s consignments.
2. GTNL (Grocery Through Non Large) Rate Card: Powerflex will be paid
as per the below mentioned flat rate card in the respective tiers of DHs for
delivering Grocery shipments assigned.
1 Chennai 14.75 0 0 0
2 Kerala 16 0 0 0
4 RoTN - 1 14 0 0 1.25
15.5 40
19.5 20
Tamil
Chennai South - - - Flat - 16.5 - - - - - - - - - - -
Nadu
Cal.
Delivered Delivered Rate Slab Delivered Rate Slab Delivered Rate Slab
Tier State Zone Delivery Conversion Typ Rate Slab 1
slab 1 slab 2 2 slab 3 3 slab 4 4
e
Rest of <=87
Karnataka South >87% - Flat - 14 15 - - - - - - - - - -
Karnataka %
Rest of
<=87
Karnataka Karnataka South >87% - Flat - 15.5 16.5 - - - - - - - - - -
%
Prime
Rest of
Tamil
Tamil South - - - Flat - 15.5 - - - - - - - - - - -
Nadu
Nādu
Rest of
Tamil Tamil
South - - - Flat - 16 - - - - - - - - - - -
Nadu Nadu
Prime
Rest of
Tamil Tamil <=90 16. 17. 15. 16.
South >90% - Slab <=40 17.5 18.5 - 41-50 51-60 16 17 >=61
Nādu Nadu % 5 5 5 5
Prime 1
Rest of
Tamil Tamil <=87
South >87% - Flat - 19.5 20.5 - - - - - - - - - -
Nādu Nadu %
Prime 2
Centr 15. 16.
Goa Goa - - - Slab 0-35 14.5 - 36-50 >50 - - - -
al 5 5
Goa prime Centr >=88
Goa <88% - Slab 0-15 15 16 16-25 14 15 >25 13 14 - - -
1 al %
Goa prime Centr >=88
Goa <88% - Slab 0-15 16 17 16-25 15 16 >25 14 15 - - -
2 al %
Goa Prime Centr >=88 19. 20. 18. 19.
Goa <88% - Slab 0-15 20.5 21.5 16-25 >25 - - -
3 al % 5 5 5 5
Gujarat 15. 16.
Gujarat North - - - Slab 0-35 14.5 - 36-50 >50 - - - -
Prime 5 5
Gujarat 16. 17.
Gujarat North - - - Slab 0-35 14.5 - 36-50 >50 - - - -
Prime 1 5 5
Madhya
Madhya 15. 16.
Pradesh North - - - Slab 0-35 14.5 - 36-50 >50 - - - -
Pradesh 5 5
Prime
Madhya
Madhya 16. 17.
Pradesh North - - - Slab 0-35 14.5 - 36-50 >50 - - - -
Pradesh 5 5
Prime 1
One hub
North North - - - Flat - 14 - - - - - - - - - -
one RC
Maharasht Centr 15. 16.
Mumbai - - - Slab 0-35 14.5 - 36-50 >50 - - - -
ra al 5 5
Mumbai Maharasht Centr 16. 17.
- - - Slab 0-35 14.5 - 36-50 >50 - - - -
Prime ra al 5 5
Mumbai Maharasht Centr >=88
<88% - Slab 0-15 15 16 16-25 14 15 >25 13 14 - - -
Prime 1 ra al %
Rest of
Maharasht Centr 15. 16.
Maharasht - - - Slab 0-35 14.5 - 36-50 >50 - - - -
ra al 5 5
ra Prime
Rest of
Maharasht Centr 16. 17.
Maharasht - - - Slab 0-35 14.5 - 36-50 >50 - - - -
ra al 5 5
ra Prime 1
Rest of
Maharasht Centr >=88 17. 18. 16. 17.
Maharasht <88% - Slab 0-15 18.5 19.5 16-25 >25 - - -
ra al % 5 5 5 5
ra Prime 2
LMA LCM High Density Rate Cards for PAN India Except South
Zone
BIHAR & JHARKHAND
Revised Conversion based Rate (INR)
For Bihar & Jharkhand <75% >=75% to <85% >=85% to <93% >=93%
For REST OF Central ZONE EXCEPT BIHAR & JHARKHAND and MAHARASHTRA & GOA:
Total Total
Tier <60% >=60% to <=80% >80% Max Max
rate rate
Rest of North Zone Rate Card except GUJARAT and MADHYA PRADESH
Chronic 15 16 17
Metro 13.5 14.5 15.5
Tier_01 12.5 13.5 14.5
Super Critical 12 13 14
Central Zone Rate Card for Mumbai & Pune (Selected Hubs):
INR 1.5 will be paid as Hardship Allowance Incentive in Selected Hubs
Count of
Rate Card Description
Shipments
Commercials for last mile – Distance based Rate per shipment delivered or per Kilometre
LMA LCM Ultra High Density Rate Card for PAN India Locations
South KERALA - - 14 -
Central WEST BENGAL AND SIKKIM - Metro <93% >=93% 12.5 13.5
Central WEST BENGAL AND SIKKIM - Kolkata <93% >=93% 11.5 12.5
Central WEST BENGAL AND SIKKIM - Tier 1 <93% >=93% 10.5 11.5
Rest of
<=90 18. 19.
Karnataka Karnataka South >90% - Flat - - - - - - - - - - -
% 5 5
Prime 1
Applicable DHs
DH Name
BARASATHUB_KOL
BARRACKPOREHUB_KO
L
BEHALAHUB_KOL
BELGHARIAHUB_KOL
BHAWANIPURHUB_KOL
CHINARPARKHUB_KOL
DALHOUSIEHUB_KOL
GARDENREACHHUB_KO
L
GARIAHUB_KOL
HARINAVIHUB_KOL
LAKETOWNHUB_KOL
SAKHERBAZARHUB_KO
L
SALKIAHUB_KOL
SECTORVHUB_KOL
SODEPURHUB_KOL
TOPSIAHUB_KOL
PREXO Incentive 1
PREXO Incentive 2
Definition – If on same day more than 1 shipment is being delivered together to same address by same wish
master / FE, then 1st shipment will be paid as per the prevailing base rate as per TnC, for the 2 nd shipments
onwards 50% of TnC rate will be paid. This will be applicable across all operating models and rate card types.
For example – if an FE has delivered 60 shipments, of which 10 shipments are of such nature that more than 1
shipments went to same address on same day and if TnC rate is say 15 rs then his payout for 60 shipments will
be – 15*55 + 7.5*5 = 862.5 rs
Note:
It is agreed and understood between Parties that Instakart has at their sole discretion absolute right
to revise or vary the payment terms not limited but including revision of rate card or any other
commercials from time to time during the contract tenure. The Parties fully understand that the new
revised rate card or any other variance of commercials shall be effective post 30 days from Instakart’s
email communication. In case the service provider does not wish to continue with the new revised
commercial the service provider may terminate the master service agreement after serving the
required notice period in accordance with the master service agreement. If no notice of termination
ANNEXURE C
Code of Conduct
2. No Discrimination or Harassment
Service Provider shall not discriminate in hiring or employment practices on the basis of race, national
origin, gender, age, sexual orientation, citizenship, marital status, disability, veteran status or religion.
Service Providers shall provide a workplace free from unlawful harassment. Service Provider shall comply
with all applicable laws and regulations regarding employment, including but not limited to such laws and
regulations related to minimum wage, maximum work hours, overtime and benefits. Service Providers
shall only employ individuals who are above the minimum working age as set forth in applicable laws and
regulations.
ANNEXURE D
ANNEXURE E
Data Privacy and Protection
1. If and to the extent that the Service Provider collects, uses, stores, accesses, hosts, records, transfers or
otherwise processes (collectively “process” or “processing”) any personally identified or identifiable
information such as name, age, gender, email address, postal address, telephone number, government
identification number, financial information, health information, biometric information, behavioral
information or geolocation information, in any form that can be linked to specific individual (“Personal
Data”) as received by the Service Provider from or on behalf of Flipkart (or any of its group companies)
employees, contractors, visitors, customers, clients, partners, sellers, merchants or other third parties
or otherwise obtained in connection with the performance of its obligations under this Agreement
(“Flipkart’s Personal Data"), the Service Provider agrees and covenants that the Service Provider shall:
a) comply with applicable data protection laws, circulars, rules and regulations governing the collection,
use, protection, breach notification, retention, disclosure, transfer of Personal Data including but not
limited to the Digital Personal Data Protection Act, 2023 (“Applicable Data Protection Law”), including
any requirements applying to storage or cross-border transfer of Personal Data outside India;
b) keep and maintain all Flipkart’s Personal Data in strict confidence and the obligation to protect such
Personal Data shall survive in perpetuity;
c) process Personal Data solely for the purpose of performing its obligations as contemplated by this
Agreement;
d) not sell, rent, trade, lease, use for its own advertisement or marketing purposes, or otherwise make an
unauthorized disclosure of Flipkart’s Personal Data to any third party;
e) implement and maintain appropriate physical, technical, and administrative safeguards designed to
prevent any unauthorized or accidental access, unlawful destruction, alteration, disclosure or loss of
such Personal Data (“Security Incident”);
f) As per the applicable laws, the Service Provider shall report cyber incidents, including reporting to CERT-
In and/or applicable authority within stipulated timelines, and the Service Provider shall also report the
incident to Flipkart without undue delay at [email protected] and copy to
[email protected];
2. Instakart shall have the right to audit the Service Provider's facilities and records to ensure compliance
with the terms of this Agreement and the Applicable Data Protection Law.
3. Notwithstanding anything to the contrary in this Agreement or elsewhere, the Service Provider shall
fully indemnify and hold harmless Instakart, its affiliates, and their respective officers, directors,
employees, agents, successors and permitted assigns (each, a “Instakart Indemnitee”) without any
limitation from and against all losses, damages, liabilities, actions, judgements, interest, penalties, fines,
costs or expenses of whatever kind, including reasonable attorneys’ fees, arising out of or resulting
from the Service Provider's failure to comply with any of its data protection and privacy obligations
hereinunder.
4. If the Service Provider is disclosing any Personal Data to the Company, the Service Provider warrants
that such information was collected lawfully, and there is no restriction legal or otherwise on the Service
Provider from providing such information to the Service Provider or any processing by the Company
under this Agreement.
5. To the extent that Instakart provides to the Service Provider any Personal Data in connection with this
Agreement, such Personal Data is provided by Instakart on an “as is” basis with no warranty of any kind,
and for the sole purpose of providing assistance to the Service Provider with respect to its performance
of Services as set out hereunder.
6. The Service Provider acknowledges and agrees that it has no ownership of, or right to use, Instakart's
Personal Data or any derivative works thereof other than as expressly permitted under this Agreement
or as authorized by Instakart in writing. For the avoidance of doubt, the Service Provider has no right to
copy, use, reproduce, display, perform, modify or transfer Instakart's Personal Data or any derivative
works thereof, except as expressly provided in this Agreement or as expressly authorized by Instakart
in writing.
7. To the extent legally permitted, the Service Provider shall immediately notify Instakart in writing upon
receipt of an order, demand, warrant or document purporting to request, demand or compel the
production of Instakart's Personal Data or any derivative works thereof to any third party not authorized
ANNEXURE F
INFORMATION SECURITY REQUIREMENTS
1. Service Provider and their personnel shall maintain industry standards and security procedures, and to
secure business critical & sensitive Information (collectively, “confidential data”) through the use of
reasonable and appropriate administrative, physical, and technical safeguards governed by an established
set of policies and procedures (an “Information Security Management System”).
2. Service Provider shall maintain and regularly update the Information Security Management System that
governs how security controls are implemented & audited to ensure at all times that it maintains a
comparable or better level of security than that defined in this Annexure.
3. Implementation of controls to manage access to confidential data, including:
a. Maintaining the confidentiality, integrity and availability of Instakart data & information and associated
systems.
b. Preventing access to confidential data other than by those Service Provider’s personnel that must access
confidential data to perform Service Provider's obligations under the Agreement (hereinafter, the
"Services");
c. Immediately terminating access privileges to confidential data for any Service Provider personnel that
no longer need such access, and conducting regular reviews of access lists in accordance with high
industry standards to ensure that access privileges have been appropriately provisioned and
terminated;
d. Requiring the use of multi-factor authentication to access confidential data; and
e. Providing regular training on Information security to all Service Provider’s personnel that may have
access to confidential data;
f. Performing the due diligence of software security validation on vendor owned softwares which includes
freeware, open-source license / Client owned software (mandatory for carrying out day to day
operations)
g. Third party / Supplier shall ensure appropriate technical safeguards or controls are implemented as per
the security best practices laid out/ guided/ directed.
7. Right To Audit:
Third party/ Supplier shall provide reasonable security practices attestation (ISO27001 / PCI-DSS/ SOC 2
Type 2) report ( whichever applicable based on engagement type with Instakart) or equivalent report of
their security practices.
Instakart shall have the right to periodically conduct third party risk assessment (as described hereinafter)
with a prior written notice of 15 days to the third party/ supplier. As part of the periodic compliance
audit/assessment, Instakart may audit third party/ Supplier’s information systems, networks and
applications in order to assure that third party/ supplier’s security posture does not adversely affect or
degrade Instakart’s information or its security posture.
The third party/ supplier shall promptly (and in any case within the time period communicated by Instakart
in writing) implement appropriate measures to cure the found deficiencies at the third party/ Supplier)’s
cost. Instakart shall have the right to conduct more frequent assessment until the third party/ supplier)
resolves the deficiencies/gaps identified in such compliance audit and may terminate the said agreement
if the deficiency shall not be cured within the stipulated time period.