Agreement Amazon

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1.5 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) In the event the Service Provider commits a breach of the term of
the Agreement then the Service Provider shall be liable to pay 2 times of the
differential amount as penalty; (iv) 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.
1.6 Drivers and Personnel: The Service Provider shall ensure that the vehicles 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. Invoicing and Payment Terms
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.
The Service Charges shall include the BAU Service Charges and Ad Hoc Service
Charges which shall be specified separately under Annexure B of the Agreement. The
billing SOP is annexed herewith under Annexure G.
2.2 The Service Provider shall raise the invoices as per the instructions of the Company.
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,
Classification: Internal
Privileged and Confidential 5
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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
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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
Service Provider outstanding dues.
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 authorised representatives/auditors for the purposes of its audit and review. 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.
4. Term and Termination
Term
4.1 This Agreement shall be valid for a period of 60 Month commencing from 14-Mar-
2024 shall be valid till 30-Apr-2028 (“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
4.1 The Company may terminate this Agreement without cause at any time by providing
the Service Provider prior written notice of 7 (Seven) days without any liability to pay
any compensation for such termination.
4.2 The Service Provider may terminate the Agreement with cause by providing the
Company prior written notice of Sixty (60) days’ notice.
4.3 Notwithstanding anything contained herein, including any lock-in-period which may
be agreed upon between the Parties in writing under any addendum, this Agreement
may be terminated by the Company without giving any notice and with immediate
effect if:
4.3.1 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
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subject to any legal proceeding relating to insolvency or the protection of

creditors’ rights, or otherwise ceases to conduct business in the normal
course;
4.3.2 The Service Provider changes its constitution or assigns its obligations under
this Agreement without prior written approval from the Company;
4.3.3 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;
4.3.4 the Service Provider commits a breach of 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;
4.3.5 The Service Provider refuses or fails to comply with any of the instructions
given by the Company in writing;
4.3.6 There is misconduct or gross negligence on the part of the Service Provider
or its employees, its personnel and its sub-contractors (if any);
4.3.7 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
4.3.8 Change of any governing law which may impact the rendering and/or availing
of Services materially by a Party.
4.4 Expiry or termination of this Agreement and/or the SOW, 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
4.5 In the event of expiry or earlier termination of this Agreement for any reason
whatsoever, the Service Provider:
4.5.1 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 affiliated companies 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;
4.5.2 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
4.5.3 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.
4.6 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.
4.7 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.
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4.8 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. Obligations of Service Provider
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
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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 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.
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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 Servicer Provider shall ensure all vehicles used to provide Services are fully
closed bodied and do not allow spill, dust or water leak.
5.23 In case an adhoc vehicle is provided/utilized for Services continuously for more than
10 days, the vehicle shall be considered ‘regular deployment for the provision of
Services.’
5.24 In case a vehicle used for Services becomes unfit for delivery of Consignment due to
any reason, a replacement vehicle shall be provided and deployed to the location
within 3 hours from raising of such issue.
5.25 The Service Provider shall provide the adhoc requirement of Services using adhoc
vehicles which are separate from the vehicles used for BAU requirement when
request for adhoc Services is raised. In case vehicles utilized for BAU requirement
are found to be deployed for providing adhoc Services, a penalty of 3 times the adhoc
cost as given in Annexure B shall be levied. If such violation is repeated more than
two times, Company will have right to terminate this Agreement on immediate basis.
5.26 The Service Provider shall ensure that all vehicles used for providing Services
support GPS tracking.
5.27 The Service Provider shall ensure all vehicles used for Services have a working
odometer. In case the odometer of a vehicle is not working, Service Provider shall
rectify it immediately. In the event the odometer of a vehicle is not working for 10
days continuously, a penalty of Rs. 1000/- (Indian National Rupees One Thousand
Rupees) per day per vehicle shall be levied on the Service Provider from 11 th day till
the odometer of the concerned vehicle is fixed.
5.28 The Service Provider shall provide reports to the Company as agreed for the Services
as detailed under this Agreement.
5.29 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.
5.30 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.
6. Rights and Obligations of the Company
6.1 On the 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.
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7. Representations and Warranties
7.1 Each Party hereby warrants and represents that:

7.1.1 it has full power, authority and capacity, to enter into and perform its
obligations under this Agreement;
7.1.2 it has taken all necessary actions to authorize the execution of, and
performance under this Agreement, which when executed, will constitute
valid and binding obligations on and against it, in accordance with its terms
in the Agreement;
7.1.3 it holds, at all times, all necessary licenses, approvals, registrations, and/or
permits required to perform the Services and/or its obligations hereunder in
accordance with under all applicable laws and regulations and it will register
this Agreement with any appropriate authority if required;
7.1.4 it will not, in performing its duties and obligations under this Agreement, put
itself or the other Party in breach of any applicable laws, rules, regulations
etc.; and
7.1.5 it is not, at the time of entering into this Agreement, insolvent and knows of
no circumstance which would entitle any creditor to appoint a receiver or file
a petition for winding up or bankruptcy (as the case may be) or to exercise
any other rights over or against its assets or any event analogous to any of
the foregoing under the laws of any applicable jurisdiction;
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 that 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.
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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 as 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 “Affiliate” means, with respect to any person or entity, (i) any other person that,
directly or indirectly, is in control of, is controlled by, or is under common control
with such person or entity; or (ii) any other person or entity owning beneficially or
controlling, directly or indirectly, 50% or more of the equity interest in such person;
or (iii) any person who is a director, officer or partner of such person; or (iv) a spouse
or any relative of such person. For purposes of this definition, the terms “control”,
“controlling” or “controlled” means the power, either directly or indirectly, to direct
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the management, operations, business and/or policies of such person, whether

through the ownership of shares or any other security, by contract or otherwise; and
the term “relative” shall have the meaning given to it under the applicable laws.
8.4 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.
8.5 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 Section 8 shall survive the expiry or earlier termination of this
Agreement.
9. Data Privacy & Protection, and Information Security
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 Flipkart group company)
employees, contractors, visitors, customers, clients, partners, sellers, COMPANYs 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 Information Technology (Reasonable
Security practices and procedures and sensitive personal data or information) Rules,
2011. 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.
10. Insurance
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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. Damage, Loss Liability
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, 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 Shipments 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, investigate
the incident in relation to the reason for the loss of the Shipments. The Service
Provider shall immediately reimburse the full invoice value of the Shipments
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, including but not limited to
any act/omission of the Service Provider or their 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;
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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 applicable
legislation or any such provision, 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.
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12.4 This provision shall survive the expiration or termination of this Agreement for any
reason.
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.
12.5 Limitation of Liability

12.5.1 Notwithstanding anything to the contrary in this Agreement, the liability of
the Service Provider under this Agreement shall be indefinitely and in
perpetuity, without any monetary cap applicable.
12.5.2 Notwithstanding anything to the contrary in this Agreement, the total
aggregate liability of the Company shall be limited to the total of 1 (One)
Month’s Service Charges paid/payable by the Company to the Service
Provider.
13. Intellectual Property Rights
13.1 All intellectual property rights (“IPR”) existing prior to the Effective Date of this
Agreement will belong to the Party that owned such rights immediately prior to the
Effective Date (“Background IP”). Neither Party shall not gain by virtue of this
Agreement, any rights of ownership in copyrights, patents, designs, trade secrets,
trademarks or any other IPR owned by the other Party.
13.2 The Parties acknowledge that if any act under this Agreement thereof results into
creation of any IPR by using the Confidential Information, the same shall be called
as “Foreground IPR”. The Service Provider acknowledges and agrees that all such
Foreground IPR shall be deemed to have been unequivocally assigned to the
Company notwithstanding the fact that the Company is not aware of or the Service
Provider has omitted to inform the Company about creation of such Foreground IPR.
The Service Provider hereby waives all claims, rights, interests etc. with respect to
such Foreground IPR assigned to the Company. The Service Provider shall execute
all necessary and appropriate documents and deeds as the Company may require in
perfecting the title and rights of the Company to the Foreground IPR.
13.3 Except for the rights expressly granted to the Service Provider under this Agreement,
the Company will retain all rights, titles and interests in its Background IP, IPR and
Foreground IPR under this Agreement.
13.4 The Service Provider hereby agrees that it shall not infringe any copyright or other
intellectual property of any third party while providing Services under this
Agreement.
13.5 The Service Provider shall not use the name or trademarks of the Company in its
advertising or other publications or in any other manner without the prior written
consent of the Company.
14. Privity of Contract and Independent Relationship
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.
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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 thirty
(30) days from the date of commencement of such negotiations, such dispute or
difference shall be referred to a sole arbitrator mutually appointed by the Parties.
Upon the failure of the Parties to agree upon a sole arbitrator, within a period of ten
(10) days, each Party shall appoint one arbitrator each and the two appointed
arbitrators shall appoint the third arbitrator who shall act as the presiding arbitrator.
Arbitration shall be conducted in accordance with the provisions of the Indian
Arbitration and Conciliation Act, 1996 and any amendments thereof. The arbitration
proceedings shall be held at Bengaluru, Karnataka.
15.3 The existence of any dispute or difference or the initiation or continuance of the
arbitration proceedings shall not postpone or delay the performance by the parties
of their respective obligations pursuant to this Agreement. It is agreed that the
arbitrators shall also determine and make an award as to the costs of the arbitration
proceedings. Notwithstanding anything contained herein, the parties shall have a
right to institute legal proceedings to prevent any continuing breach of the provisions
of this Agreement to seek an injunctive or any other specific relief.
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
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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.
18. Anti-Corruption and Anti – Bribery

18.1 The Service Provider shall comply with and ensure that its Personnel comply with all
Anti-Corruption Clauses mentioned in Annexure D attached to this Agreement.
18.2 Parties will fully comply with all applicable laws and regulations including but not
limited to anti-money laundering (including know your customer and customer due-
diligence) and sanctions (economic and trade) enforced by the United Nations, the
Republic of India, U.S. Department of Treasury’s Office of Foreign Assets Control
(OFAC). Neither Party will engage in a transaction pursuant to this Agreement that
will cause the other Party to violate such laws and regulations.
19. Environment, Health, and Safety Compliance Clauses
19.1 The Service Provider shall:
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.
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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.
22. Force Majeure
If and to the extent that a Party’s performance of any of its obligations under this Agreement
is prevented, hindered, or delayed by reason of fire, flood, earthquake, explosion or other
casualty, accident, act of God, war or other violence, or any applicable law, order
proclamation, regulation, ordinance, demand, or requirement of any governmental or
regulatory authority, and such non-performance, hindrance, or delay could not have been
prevented by reasonable foresight or precautions (including proper planning and execution
of the disaster recovery or business continuity plan) or circumvented through the use of
alternate sources, work-around plans or other means, (in each case, a “Force Majeure
Event”), then the non-performing, hindered, or delayed Party will be excused for such non-
performance, hindrance, or delay, as applicable, of those obligations, to the extent that they
are affected by the Force Majeure Event, for as long as such Force Majeure Event continues
and such Party continues to use its commercially reasonable efforts to re-commence
performance whenever, and to whatever extent possible without delay, including through
the use of alternate sources, workaround plans, or other means. The non—performing Party
shall notify the other Party promptly regarding the occurrence of the Force Majeure Event,
provide detailed information concerning such event and documents evidencing such event,
explaining the reasons for its inability to execute, or for its delay in the execution of, all or
part of its obligations under this Agreement. Such documents shall include but not be
limited to published news of the Force Majeure event, IRDAI licensed surveyor report, images
of Consignments affected, supporting documents to prove that the Consignments were
present in the affected location, etc. If the period of nonperformance exceeds Thirty (30) days
from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has
not been so affected may give written notice to terminate this Agreement. Nothing herein
shall limit or affect obligations of Parties which arose prior to the date of occurrence of the
Force Majeure Event. It is hereby clarified that if the Service Provider fails to notify any Force
Majeure Event within 2 (Two) days of its occurrence or submit the documents mentioned in
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To the extent there are any conflicts or inconsistencies between this SOW and the Agreement,
the terms of the Agreement shall control.
Scope of Services/Scope of Work-Large Local Line Haul
1. Business Requirements
1) The rates should be all inclusive (dock to dock). Parking and Tolls to be billed at
actuals.
2) A credit period of 30 days from the date of invoice would be allowed for payment.
3) Any change of departure time will be communicated to the vendor 4 hours’ prior by the
Ops team.
4) Invoice to be raised on monthly basis (1 st to 5th of every month)
2. Mandatory Requirements
a. The Vehicle provided by the Service Provider must have Registration, Fitness Certificate,
PUC, Commercial Permit, insurance and must comply with all the laws of the Land.
b. The Vehicle must have closed body/Steel sealed container type without any leakages.
c. All vehicles should come with inner lock .
d. The Vehicle must be driven by Drivers with proper & valid Driving license.
e. The Vehicle will report 2 hours before the Scheduled Time, at the place defined &
Communicated by the Company and report to the transport desk.
f. The gate pass and the LR/CD copy must be maintained by the Vendor on daily basis
seal and signed by Company Service Pvt Ltd Representatives, same to be submitted in
original along with the invoice. Incase of any issues with this regards the vendor is
facing the same to be highlighted within 24 hours of trip end.
g. The Route of the Vehicle will be finalized by Company Service Pvt Ltd and it may Change
as per the requirement of Company Service Pvt Ltd.
h. Generation of Transit Pass, including the opening and closing of the same in the
government sales tax servers would be the complete responsibility of the service
provider.
i. Company Service Pvt Ltd will not separately pay any charges whatsoever for the
movement of the goods other than the agreed freight.
j. All drivers that are used to transfer Company load should submit the following
documents at the source:
i. Driver’s Licence
ii. ESI/PF
iii. Police Verification
k. Vehicle in Sound Condition:
l. Additional Vehicle to be placed within 4 hrs Notice on Adhoc basis in case of any
emergency.
3. Operational Requirement
a. In case of any breakdown, the Service Provider will attempt to repair the vehicle within
2 hrs, otherwise he has to make arrangement for an alternate vehicle within 4 hrs. Any
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consequential losses due to this delay shall be separately recovered from the service
provider beyond the penalty clause.
b. If any Consignment or shipment is lost while in transit between Company Service Pvt
Ltd Offices and if the One Time Seal is found broken, then the Service Provider will be
responsible for the complete loss amount.
c. For Bag lost/ Consignment lost/Lost in transit due to any accident, intimation needs
to reach Company Service Pvt Ltd immediately and an FIR/Police GD is required
otherwise the entire amount will be recovered from the bills of the Service Provider.
d. In case of accident of the Vehicle while on duty, the Service Provider will be responsible
for all Claims raised by any third Party. Due to any accident, If any Consignment is
damaged or stolen then the Service Provider must issue COF against such Consignment,
supported with Spot Survey, FIR & Final Survey Report.
e. Any Modification / Change / Addition of Rates / Routes / Sectors must be signed by

both the Parties and attached to this Agreement. Company Service Pvt Ltd will decide
which load / Consignment to be given to the Service Provider depending on the quality
of Service & other factors.
f. In case a vendor has not passed a Trial run for a particular lane, then merely mentioning
the rates for that lane in the agreement does not guarantee any load for the sector /
route.
g. Company Service Pvt Ltd reserves the right to use multiple Vendors in the same route /
sector under the same mode.
h. The following Hand over & Receiving Process needs to be followed by the Service Provider
& Company
i. While handing over to the Service provider: Each bag needs to be counted in front
of the service provider . The LR/CD needs to be filled up with the count of the bags
noted and the relevant particulars at the time of hand over. LR/CD must be signed
and sealed both by Company Service Pvt Ltd and Service Provider
ii. While Receiving from Service provider: Each bag needs to be counted in front of
the service provider. If the count does not tally for any Consignment, then the
details and cost of all missing shipments and missing bags from the Consignment,
to be noted on the LR/CD and the missing shipment value will be recovered from
the upcoming vendor bill.
iii. Acknowledged LR/CD Copy needs to be kept by the Service Provider for 180 days,
Company Service Pvt Ltd may ask for the same in case of any dispute.
i. Accident: In case of any major accident the Vendor must ensure to cross and move the
load from the accident spot within 6 hours with his Stand-By vehicle. For more than 6
hrs delay will result into a NIL Trip Hire Cost.
j. MIS Report: Daily Morning & Evening MIS Report on the Vehicle Status must be shared
on a daily basis. Also every month there will be a Vendor Performance Review at Flipkart
HO in Bangalore. The Competent Authority from the Vendor side must attend the
meeting with Supply Chain Team from Company Service Pvt Ltd / HO.
k. Invoice Submission: All invoices raised in the prescribed and accurate format ,on
Company pvt ltd to be submitted at our central office, to the authorized person for
validation. Any deviation to this will lead to outright rejection of the invoices and
Company Services Pvt. Ltd. will not be responsible for any delays in payment.
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l. Documents to submit with bill: All bills should be submitted along with the ORIGINAL
POD and a copy of the Gate pass.
m. Documents to submit while initiating trip: Mandatorily one copy of the Lorry
Receipt/Docket to be provided by the vendor at the source prior to initiating the trip.
n. If Adhoc requests are raised by Company in less than 12 hours prior to the vehicle
deployment time in relation to any lanes/locations wherein Adhoc Service Fees have
already been agreed in addition to regular Service Fees, then such Adhoc movements
shall be billed as per Adhoc Service Fees mentioned in Annexure B of the Agreement.
i. However, if the Adhoc requests are raised by Company 12 hours prior to the vehicle
deployment time in relation to any lanes/locations wherein Adhoc Service Fees
have already been agreed in addition to regular Service Fees, then such Adhoc
movements shall be billed as per the regular Service Fees mentioned in Annexure
B of the Agreement.
ii. (b) If the Service Fees for multiple vehicle types (i.e. Tata Ace to 32 ft Trucks) for
the same lane/location have been fixed between the parties then Company shall
have an option to switch over to deploy any type of vehicle with a prior intimation
of 2 to 5 days to the Service Provider.”
o. Liability Clause:
i. If the One Time Seal and inner vehicle door lock are found in tampered condition
at the Destination then whatever shipment found Short or Pilferage Cost of the
same shall be recovered from the Running Bills.
ii. However in case of any damage or shortages or Pilferages happening during any
major Accident
1. Value more than Rs 30000: The Transporter to furnish the FIR Copy , COF,
Spot & Final Survey Report with the Shipment details within 7 days from the
date of such accidents, In case of any delay in the document submission the
complete loss amount to be recovered from the Service Provider.
2. Value less than Rs 30000: The vendor will raise a cheque of the equivalent loss
amount in favour of Company Pvt. Ltd. All the vendors due payments will be
on hold, till the applicable penalty realizations have been completed
p. GPS Device:-
i. Company recommended GPS provider to be the mandatory service provider for all
vehicles deployed on Company routes. The same would be validated in the trip
start checklist by Company (mandatorily).
ii. The vendor to pay the Rentals and the Device cost directly to Company
recommended GPS provider. All co-ordination to be directly with Company
recommended GPS provider, Company will not be a party to any such discussions.
iii. The vendor to ensure that all GPS device should be supported with the connector
(male-female) for the plug and play operation of devices from one vehicle to another
in case of vehicle replacement. *Specifications will be shared by Company
representative.
iv. GPS downtime: The vendor to take up with Company recommended GPS provider
in case the GPS device is nonfunctional and keep Company representative updated
on the same. Also in the non-availability of the GPS, the vendor will update the
Company CMT Team on the vehicle tracking/relevant MIS.
q. Other Devices:
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i. For the case of maximum security, the vendor should mandatorily provide the
following devices in each of the vehicles used to serve Company Pvt. Ltd.
1. Door Lock Sensor
2. Rear Side Camera
3. Fuel Sensor
4. Specifications to be shared by Company.
r. Performance & Penalty Clause:-
i. Penalty clause would be applicable immediately after the commencement of our

service.
ii. We will permit a play time of 30 Mins time on every trip.
iii. For absorbing the uncontrolled delayed factors, the minimum service commitment
will be at 90%. Anything below 90%, the below penalty structure will be applicable.
iv. Penalty Structure would be :-
Delay Percentage Penalty Percentage

5% of Transit Time to 10% of Transit Time 5% on applicable freight of the delayed trip
10% of Transit Time to 15% of Transit Time 10% on applicable freight of the delayed trip
beyond 15% of the transit time 15% on applicable freight of the delayed trip
s. The Service Provider shall ensure that the GPS device installed in each vehicle, has an
uptime (for controlled and uncontrolled factors) per the following matrix for regular and
ad-hoc vehicle deployment, failing which the below noted penalty would be levied in the
next invoice cycle:
Vehicle Penalty
Type Description GPS Availability clause Min trips for implementation of penalty
5% on the
freight cost for
every trip,
where GPS
Fixed Number of vehicles that tracking
are deployed on a monthly was not
Regular basis. 100% uptime available No minimum trips. Exemptions shall be on a case to case basis subject to approval from Instakart.
5% on the
freight cost for
every trip
No. of Vehicles requested on where GPS
an ad-hoc basis as per load tracking not
Adhoc requirement 90% uptime available 5 trips/ month for a given vehicle. Less than 5 trips will not be penalized or be considered in calculation
t. The payment of the above penalty amount will be made by cheque to Company at the end
of each month. All the vendors due payments will be on hold, till the applicable penalty
realizations have been completed.
u. In the event the Service Provider fails to deploy the required vehicles within 4 hours of the
deployment time in relation to any lane/location as intimated by Company, Company, at its
sole discretion, shall have the right to engage an alternate service provider to deploy the
required vehicles as per Company’s requirement. In such circumstances, the difference
between the Service Fees agreed with the Service Provider for the aforesaid requirement and
the amount payable/paid to the alternate service provider engaged by Company, shall be
recovered from the Service Provider as penalty, notwithstanding any other remedies that
may be available to Company under this Agreement or as per applicable law
In case the handed over shipments are held by the service provider or their sub vendors for
whatever reason, the service provider needs to ensure they address the issue with their sub
vendors immediately. Under no circumstances this is permitted or acceptable.
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If the shipments are held for more than 3 hours, then their billing for an entire day for that
particular vehicle will be levied.
If the shipments are held for more than 7 hours, then their billing for 2 days for that
If it is more than 24 hours, then the complete consignment or shipment value will be levied as
a penalty amount and service provider will have to hand over the shipments back to flipkart
once the issue is resolved.
SCOPE OF WORK-Local Line Haul Non-Large
1. Terms
1.1 Service Fee mentioned in the Annexure B of this Agreement shall be on dock to dock
basis, unless agreed otherwise. Tolls and Parking to be billed at actuals.
1.2 Company reserves the right to review performance of the Service Provider on a quarterly
basis, or earlier or at a timeline mutually agreed between the Parties based on business
requirement and may choose to renew/terminate the Agreement based on the
performance level of the Service Provider.
1.3 Company reserves the right to modify its existing distribution model for certain lanes in
order to meet its customer/business requirements.
2. Quality & Service Level Requirements:
2.1 Regulatory/Statutory Requirements: Service Provider shall provide copies of its

registration, fitness certificate, PUC, commercial permit, insurance and must comply
with all the laws of the Land. Service Provider shall adhere to all government regulations
pertaining to transportation of goods by road/rail.
2.2 Driver Details: Before the start of every journey, all the drivers must submit at the origin
a photo-copy of their valid Driving License. The same set of photo copy must be
submitted at the time of vehicle reporting at the Destination. However, it is the prime
responsibility of the vendor ensure that & all his driver have:
2.2.1 Life insurance details

2.2.2 Police verification done.
2.3 On time delivery performance: Time will be an essence of this Agreement. Service
Provider must follow the agreed transit times and departure dates. Transit time starts
from the time of departure – as par LR /Security Register/ GPS.
2.3.1 Company shall continuously monitor – weekly/ monthly basis - Service

Provider’s performance and expects Service Provider to meet delivery schedules
as set out under Annexure C.
2.3.2 In cases where the Service Provider does not place vehicle as per agreed timelines,
Company, at its sole discretion can allocate the job to other Service Providers
and Service Provider shall be charged any extra cost suffered by Company for
allocating a third party to complete the job in addition the liquidated damaged
as mentioned in the clause 3 of this Annexure A., shall be recovered from the
non-performing Service Provider.
2.3.3 In the event the Service Provider fails to deploy the required vehicles within 4
hours of the deployment time in relation to any lane/location as intimated by
Company, Company, at its sole discretion, shall have the right to engage an
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alternate service provider to deploy the required vehicles as per Company’s

requirement. In such circumstances, the difference between the Service Fees
agreed with the Service Provider for the aforesaid requirement and the amount
payable/paid to the alternate service provider engaged by Company, shall be
recovered from the Service Provider as penalty, notwithstanding any other
remedies that may be available to Company under this Agreement or as per
applicable law.
2.3.4 Any delay by the Service Provider in meeting the expected delivery date, shall be
accounted in performance metrics of the Service Provider, in that particular
lane[s], and failure to provide improvement plan and performance over an agreed
timeframe, may lead to cessation of allocation of impacted lane[s].
2.3.5 MIS Report: Daily morning and evening MIS Report on the vehicle status must
be shared on a daily basis. Every 3 month there will be a vendor performance
review at Company HO/ZO. The Competent Authority from the Service Provider
must attend the meeting with Supply Chain Team from Company HO/ZO.
2.4 Vehicle Track and Traceability:
2.4.1 GPS Facility

2.4.1.1 All vehicles used to serve Company, should have an active GPS device
provided by one of the Company authorized GPS providers.
2.4.1.2 The GPS data of all the vehicles used for Company, should be pushed to
Company servers through an open API. The Service Provider to pay the
Rentals and the device cost directly to authorized GPS provider. All co-
ordination to be directly with GPS provider, Company will not be a party
to any such discussions.
2.4.1.3 The Service Provider to ensure that all GPS device should be supported
with the connector (male-female) for the plug and play operation of
devices from one vehicle to another in case of vehicle replacement. In this
case, specifications will be shared by Company representative.
2.4.1.4 GPS downtime: The Service Provider to take up with authorized GPS
provider in case the GPS device is non-functional and keep Company
representative updated on the same. Also in the non-availability of the
GPS, the Service Provider shall update the Company CMT/ZMT Team on
the vehicle tracking/relevant MIS. GPS downtime of more than 5% will
result in a penalty for the Service Provider.
2.4.1.5 Service Provider must ensure GPS enablement in all vehicles to ensure
tracking/tracing information to Company. However, Service Provider
shall maintain and monitor corresponding information at their level, and
ensure continuous information flow on a proactive basis.
2.4.1.6 If no GPS visibility in any vehicle of the Service Provider will lead to
terminate of such vehicle on spot. Continuation of the same will lead to
service termination without any prior notice from Company.
2.4.2 Selection of GPS by Service Provider - shall have to be made from the options
proposed by Company only, considering the quality of service rendered, market
reputation, clientele base, existing Service Provider, and compatibility of the
technology of such GPS enablers with Company technology platform. Any
exception shall lead to annulment of agreement, or barring of deployment of such
vehicle, without any clarification whatsoever.
2.4.3 Any en-route disruption/ exception arising out of accidents, loss, damage,
vehicle breakdowns etc. shall have to be notified on a proactive basis, forthwith,
to ensure service recovery in the shortest possible time, and in any such
eventuality Service Provider should be responsible for all the associated charges/
penalties and expenses that may be incurred, if any.
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2.4.4 In case of any major accident the Service Provider must ensure to cross and
move the load from the accident spot within 4 hours with his stand-by vehicle.
For more than 4 hrs delay, will result into a NIL freight for the trip. For damage
or shortages or pilferages happening during any such major accident, the Service
Provider to furnish the FIR Copy, Spot & Final Survey Report with the shipment
details within 7 days from the date of such accidents, In case of any delay in the
document submission the complete loss amount to be recovered from the Service
Provider.
2.4.5 Traceability report must be attached to every invoice so that the transit
time can be verified while approving the invoices.
2.4.6 Monitoring & Reporting: The Service Provider shall be responsible for the
following:
2.4.6.1 Submission of weekly exception status report to Company on every

monday [Mon-Sun working week
2.4.6.2 Submission of weekly/monthly/quarterly MIS reports to Company in an
agreed format, showing details of each LR No. including destination,
departure time, delivery time, and volume collected and delivered.
2.4.6.3 co-operating fully to permit Company to evaluate the quality of service
through Key Performance Indices (KPI).
3. Contact Window/Person: Service Provider shall provide a dedicated team for purpose of
services and single point of contact & escalation matrix, with whom Company designated
staffs can interact on day to day basis.
3.1 Co-loaders:
3.1.1 Roll-Overs: The Service Provider shall ensure that there is no roll-over of loads.
3.1.2 Mix ups of Bags: Service Provider shall make sure that there is no mix ups/cross
delivery of load as the same results may lead to loss of business secrecy, delay
handover & breach of customer promise. All demurrage/loss on account of this
shall be borne by the Service Provider.
3.1.3 Warehousing and Storage Facilities: Service Provider shall ensure safe & secured
storage of materials, if required, due to any eventuality in-transit.
3.2 Fleet Owners:
3.2.1 Freight Service Requirements: Service Providers should be either fleet owners or
have exclusive agreement/ arrangement with fleet owners, to enable vehicles at
any time to Company , if a situation arises where there is any special
arrangement to be made, commercials of such service may be out of the purview
of the commercial scope of regular service.
3.2.2 Documentation: Service provider shall ensure proper documentation/ issuance
of LR at the time of pick-up and delivery to ensure there is proper clarity in
invoicing/ otherwise. All exceptions shall be put in the Remarks column.
3.2.3 Shipment Delay: Service Provider shall immediately inform the designated
contact person of Company of any incident that affect the consignment/ vehicle
schedules. In the event of a delay attributable to the Service Provider, the Service
Provider agrees to make every effort to deliver consignment/ vehicle to the
destination as scheduled.
3.2.4 Physical Damage: Service Provider shall compensate Company for the damaged
goods, while in-transit, and identified on receipt at the destination point.
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However, Service Provider cannot claim the damaged goods in return, as it may
impinge on confidentiality/ proprietary rights of Company or its clients thereof.
3.2.5 Sub-let: The Service Provider shall not sublet, transfer or assign the contract or
any part thereof without prior formal written permission from competent
authority of Company.
3.2.6 The Vehicle must be driven by Drivers with proper & valid Driving license. Such
drivers should also be properly trained so as to maintain the office decorum of
Company and refrain from being in an intoxicated state, while on duty. In the
event of non-compliance, Company Security team, may initiate investigation
against the errant driver, and will be considered as infringement of contractual
obligations.
3.2.7 Vehicle in Sound Condition: All captive trucks must be kept in well-maintained
condition, externally & also internally. Only after proper periodic maintenance
work.
3.2.8 In addition to clause 3.2 of the Agreement, a credit period of 30 days from the
date of submission of invoice to Company spoc/ designated official would be
allowed for payment. Revised Invoice [if any] will have an extended processing
period. Such Invoice[s] should have the same Invoice No., but followed by a suffix
e.g. [original inv no.] / [original inv no.& A]. All invoice related query[ies] shall be
updated to the Zonal Invoicing SPOC only.
3.2.9 POD of all transactions for the invoicing month needs to be submitted along with
the invoice. Any missing POD will not guarantee payment. POD Copy needs to be
kept by the Service Provider for all 180 days, Company may ask for the same in
case of any dispute. POD Copy to be submitted by the vendor along with Invoice,
failing which payment for the said service may not be guaranteed. If during the
interim period there is a requirement for POD[s], Company shall be provided with
the same in hard copy, without any delay.
3.2.10 The vehicle must have closed body/Steel container type. Company reserves the
right to refuse vehicle type if other than agreed upon, or deduct 50 % of the
agreed freight commensurate.
3.2.11 The Service Provider will bear the expenses of repairs, Maintenance, fuel for the
free Kms, salary of the Driver and all expenses for Insurance, PUC, license, GPS
and any other Paperwork of the vehicle.
3.2.12 For all Local trips proper Log book must be maintained by the Service Provider
on daily basis and the odometer reading, and signed by Company security
representatives only. Company. reserves the right to deduct full/ partial payment
of the freight, if there is a malfunctioning of the Odometer noticed, due to which
actual mileage may not be deduced.
3.2.13 Company will not separately pay the parking charges and toll charges that are
incurred while the vehicles are on duty and moving under the instruction of
Company. All such charges are inclusive in the agreed transportation rate unless
and until agreed upon in Annexure B.
3.2.14 For bag lost/ consignment lost/lost in transit due to any accident, intimation
need to reach Company immediately, otherwise the entire amount will be debited
to the bills of Service Provider failing which the insurance procedure needs to be
supported by the vendor in terms of documentation, survey, etc.
3.2.15 Only for FTL Vendors: The following Hand over & receiving process needs to be
followed by the Service Provider and Company:
3.2.16 While handing & receiving load, to/ from to the Service Provider:
3.2.16.1 Each bag needs to be counted in front of the Service Provider’s
authorized representative, Company. security guard and staffs, & total
bag count noted on the LR/Docket. The docket needs to be filled up by
the Service Provider’ representative with the count of the bags noted and
the relevant particular at the time of hand over. Docket must be signed
both by Company and Service Provider with bag count and consignment
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number clearly mentioned. In the event of any dispute on the payload -

between Service Provider and Company. - such vehicle has to be weighed
at the expense of Service Provider, and the instrument to be maintained
by both Parties to the agreement. However, Company will only ensure
non-recurrence in future
3.2.16.2 Company reserves the right to count each bag on receipt at
destination and record any deviation/ discrepancy vis-a-vis the POD, and
such exception shall be recorded on the POD and subject to management
decision, may lead to deduction/ claims.
3.2.16.3 While Receiving from Service Provider: Each bag needs to be
counted in front of the Service Provider and cross checked/ tallied with
the LR/Docket. If count does not tally, then the details and of all missing
bags from the docket to be noted on the POD, Service Provider must
return the same within 24 hrs. However, the value of the missing bags
will be intimated by Company within 1 working day. If the Service
Provider fails to return the missing bags the entire amount to be debited
to the bills of Service Provider/ Insurance claim as per the contractual
terms.
3.2.16.4 Vehicle Placement/Pick-up Schedule :The Vehicle will report 4
hours before the scheduled departure time, at the place defined &
communicated by Company. Incase of any changes in the reporting time
the same will be communicated to the Service Provider 8 hours prior to
the scheduled departure time.
3.2.17 If Adhoc requests are raised via e-mail by Company in less than 12 hours prior
to the vehicle deployment time in relation to any lanes/locations wherein Adhoc
Service Fees have already been agreed in addition to regular Service Fees, then
such Adhoc movements shall be billed as per Adhoc Service Fees mentioned in
Annexure-B of the Agreement.
3.2.18 However, if the Adhoc requests are raised via e-mail by Company 12 hours prior
to the vehicle deployment time in relation to any lanes/locations wherein Adhoc
Service Fees have already been agreed in addition to regular Service Fees, then
such Adhoc movements shall be billed as per the regular Service Fees mentioned
in Annexure-B of the Agreement.
3.2.19 Notwithstanding the foregoing, the provisions of this Clause 2.5.4 shall not apply
to National Lanes for Non-Large Linehaul as only regular Service Fees/Rates are
applicable to vehicle deployment in the current contracted active lanes.
3.2.20 If the Service Fees for multiple vehicle types (i.e., Tata Ace to 32 ft Trucks) for the
same lane/location have been fixed between the parties then Company shall have
an option to switch over to deploy any type of vehicle with a prior intimation of 2
to 5 days to the Service Provider.
3.3 Only for Co-loading Vendors: The following hand over & receiving process needs to be
followed by the Service Provider and Company:
3.3.1 While handing over to the Service Provider:
3.3.1.1 Each bag needs to be weighted in front of the Service Provider & weight
noted, applicable for co-loading. The Docket needs to be filled up with the
weight of the bags noted and the relevant particular at the time of hand
over. Docket must be signed both by Company and Service Provider with
each individual bag weight mentioned. Bags picked up from
Delivery/Pick-up Hubs will be weighed at the destination MH only, in the
presence of Security Guard, as mentioned earlier. Such weight shall be
sacrosanct and considered final for billing. However, bags picked up from
MHs shall be weighed in front of the Security Guard and sum of the total
consignment shall be documented in LR.
3.3.2 While Receiving from Service provider:
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3.3.2.1 Each bag needs to be weighed in front of the Service Provider & cross
checked/ tallied with the LR/Docket.If weight does not tally, then the
details and of all missing/damaged bags from the docket to be noted on
the POD, Provider must return the same within 24 hrs. However the value
of the missing bags will be intimated by Company within 1 working day.
If the vendor fails to return the missing bags the entire amount to be
debited to the bills of Service Provider/ Insurance claim as per the
contractual terms.
3.3.2.2 Vehicle Placement/Pick-up Schedule: For forward loads, reporting time
shall be 2 hrs from the scheduled cut-offs, or as may be mutually agreed.
Return loads shall have a specific/ agreed window of handover, and may
not be necessarily accepted at the time of handover of forward loads.
3.4 The Route of the vehicle will be finalized by Company and it may change as per the
requirement of Company. However, Service Provider must ensure that there is no
sudden change[s], without notice, which may impact overall business performance of
Company.
3.5 Incase of any breakdown, the Service Provider will provide an alternative vehicle within
2 hours. If the Service Provider fails to provide an alternative vehicle then Company will
hire a vehicle from the market on the (Prevailing market rate) and deduct the amount
from the bill of the Service Provider. Any consequential losses due to this delay shall be
separately be recovered from the Service Provider beyond the penalty clause.
3.6 Incase of Accident of the vehicle while on duty, the Service Provider will be responsible
for all claims raised by any third Party. Due to any accident. If any consignment is
damaged or stolen then the Service Provider must issue COF against such consignment,
supported with Spot Survey, FIR & Final Survey Report . Time line of seven days to be
given to Service Provider to furnish all the said documents .
3.7 Any modification/ change/ addition of rates /routes /sectors must be signed by both
the Parties and attached to this Agreement. Company will decide which load
/consignment to be given to the Service Provider depending on the quality of Service &
other factors. Merely mentioning the rates in the agreement does not guarantee any load
for the sector / route. Company reserves the right to use multiple vendors in the same
route / sector under the same mode.
4. Liquidated Damages:
4.1 The Parties acknowledge and confirm that the liquidated damages are a genuine pre-
estimate of the potential loss duly agreed by the Parties. Liquidated damages would be
applicable after 30 days of commencement of the new lane/ our service.
4.2 Liquidated Damages will be applicable (Irrespective of Controlled & Uncontrolled factors)
for service level as (defined in the below table) less than 90%. While calculating
performance of the Service Provider, 30 mins grace period shall be granted to the agreed
TAT.
4.3 Liquidated Damaged would be:
4.3.1 Delays between 0.5Hrs to 3.0Hrs at 5% on applicable freight
4.3.2 Delays between 3.0Hrs to 8.0Hrs at 10% on the applicable freight.
4.3.3 Delays beyond 8.0Hrs at 15% on the applicable freight.
4.3.4 Service Provider to ensure the GPS device is having an uptime (for controlled and
uncontrolled factors) of atleast 90% failing which the below noted penalty @ 5%
of the trip freight would be levied in the next invoice cycle
5. Liability:
5.1 If the one-time seal is found in tampered condition at the destination then whatever
shipment found short or pilferage cost of the same shall be recovered from the running
bills.
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5.2 For Bag Lost/consignment lost/Lost in transit due to any accident, intimation need to
reach Company immediately, otherwise the entire amount will be debited to the bills of
Service Provider failling which the insurance procedure needs to be supported by the
vendor in terms of documentation, survey, etc.
5.3 If any consignment or shipment is lost while in transit between Company offices then
the Service Provider will be responsible for the loss and if the amount is below ₹30,000/-
then the same will be deducted from the bill and if the value is more than ₹30,000/-
then the Service Provider to provide the Certificate of facts and other relevant documents
for insurance claim. Direct Debits lesser than Rs.30,000/- has to be over a mail
confirmation between parties and has to be agreed by the Service Provider.
6. All enroute Sales Tax & Check Post formalities to be handled by the Vendor only.
7. Additional One-way Vehicle to be placed within 4 hrs Notice on adhoc basis in case of any
emergency.
8. Temporary suspension and cancellation or termination of the Agreement:
8.1 Temporary Suspension: Company. may at any time temporarily stop the work being
executed under the Contract or any part thereof by notice in writing to the Service
Provider. All work so stopped shall be resumed by the Service Provider based on a
schedule to be mutually agreed upon between Company and the Service Provider.
8.2 Company Services will not pay the Service Provider for any supply/work, which is
executed during such suspension and Company shall not be liable to the Service
Provider for any damages or loss caused by such suspension of work.
9. Appointment of other Service Providers:

Company will have the exclusive right to appoint one or more parties for any or all services
mentioned herein at identical or different rates and to divide the work between such Parties
in any manner and no claim shall be raised against Company.
In case the handed over shipments are held by the service provider or their sub vendors
for whatever reason, the service provider needs to ensure they address the issue with
their sub vendors immediately. Under no circumstances this is permitted or acceptable.
If the shipments are held for more than 3 hours, then their billing for an entire day for
that particular vehicle will be levied.
If the shipments are held for more than 7 hours, then their billing for 2 days for that
If it is more than 24 hours, then the complete consignment or shipment value will be
levied as a penalty amount and service provider will have to hand over the shipments
back to flipkart once the issue is resolved.
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ANNEXURE B
Service Charges
REGULAR FIXED RATES
Vendor Seabrin
32 FT SXL 24 HRS Deployment
Fixed at 00 KMS for
30/31 days-Rs 94000
Variable ( Rs/KM) 22
Adhoc (Within 200 KM)-
Rs 12000
32 FT MXL 24 HRS Deployment

Fixed at 00 KMS for
30/31 days-Rs 98000
Adhoc (Within 200 KM)-
Rs 14000
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Notes:
1. Above Rates are inclusive of GPS for 30/31 days
2. Tolls and Parking at actuals.
3. Green Tax on actuals, if applicable.
4. Billing to be done as per slab / reverse proprata with 30/31 days with extra kms usage
5. STRICTLY GPS BASED BILLING FOR REGULAR DEPLOYMENT
6. Above rates is as per 30/31 days construct, Billing will be done as per actual deployment of vehicle days per month
7. BILLING DEVIATION AS PER COMMERICAL AND CONRACTUAL GUIDELINES IF FOUND GUILTY - TERMNIATION WITIH IMMDIATE EFFECT WILL BE AMMENDED WITH RECOVERY PRROCEESINGS.
8. INCORRECT BILL - PAYMENT DATE WILL BILL BE CONSIDERED ONCE CORRECT BILL IS SUBMITTED
9. RIGHT TO AUDIT ( 3 YEARS PERIOD )
10. MIN 40% ADHERENCE OF BBD ADDITIONAL DEPLOYMENT AT BAU PRICES .
11. BBD ADHOC PRICES WILL BE AS PER AGREEMENT NO SPECIAL PRICES DUIRNG BBD
12. FUEL RATE APPLICALBE AS ON DATE OF EXECTUION OF AGREEMENT
AD HOC RATES
A. ICLP vehicle spec: -All the fixed BAU vehicles should be closed body with spill/dust/water
leak structure.
B. Working/Physical condition:-BAU fixed vehicles to be deployed should be in a good
working condition that is road worthy & worthy of cargo safety.
C. Alternate vehicle arrangement: - On the verge of vehicle breakdown, replacement vehicle to
be arranged & deployment location within 3 Hrs.
D.Adhoc & Fixed Asset deployment:-Unique vehicles to be deployed as BAU & Adhoc. If
audited & identified if the same vehicle deployed, penalty of 3 times adhoc cost will be applied
& if this is repeated more than 2 times, services to be terminated with immediate effect.
E. GPS: All Vehicles should be 100% deployed with GPS.
F. Vendor payment terms as committed would be 30 days from the day vendor submits the
accurate invoice to flipkart along with all supporting
documents
G. Penalty of Rs. 1000/- per day if odometer is not working
continuously for 10 days from 11th day penalty will be implemented.
I. If the same vehicle is placed contineously for 10+ days across any
Hub in Flipkart system same will considered as Regular deployment.
H. Apart from the above all the current prevailing pointers in the
agreement remains the same in accordance with SOW pertaining to
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penalty domains of large, Non large & Myntra, fuel escalation matrix,
Penalty with regards to delayed deployment.
1. STRICTLY GPS BASED BILLING ONLY FOR REGULAR DEPLOYMENT.

IN CASE OF REPLACEMENT VEHICLE ODOMETER SHOULD BE WORKING.
2. INCORRECT BILLING - DEVIATION FROM CONTRACT –

3 TIMES OF THE DIFFERENCE BILLED
4. INCORRECT BILLING OBSERVED MORE THAN 3 INSTANCES –
CONTRACT TERMINATION ( PERIOD 6 MONTHS )
5. INCORRECT VEHILE TYPE - BILL WILL NOT BE PAID SAME WILL
BE NULL AND VOID.
6. CONTRACT DEVIATION VEHICLE TYPE MISMATCH - 2 TIMES
DIFFERENTIAL AMOUNT PENALTY
7. INCORRECT BILL - PAYMENT DATE WILL BILL BE CONSIDERED
ONCE CORRECT BILL IS SUBMITTED
8. RIGHT TO AUDIT & RIGHT TO RECOVERY ( 3 YEARS PERIOD )
9. EXTRA KM for Regular WILL BE AS PER AD HOC rate card chart shared / mentioned
FUEL ESCALATION AS BELOW
SLABS (KM) 1000 1500 2000 2500 3000 3500 4000 4500 5000 5500 6000 650
TATA ACE-Fixed cost
per km for Rs. 2/-
140 210 280 350 420 490 560 630 700 770 840 910
escalation/decrease-
0.14 (Rs)
Dost/Pickup/407/14ft
vehicle -Fixed cost per
km for Rs. 2/- 210 315 420 525 630 735 840 945 1050 1155 1260 136
0.21(Rs)
17/20ft -Fixed cost
per km for Rs. 2/-
250 375 500 625 750 875 1000 1125 1250 1375 1500 162
0.25 (Rs)
24 FT-Fixed cost per
km for Rs. 2/-
400 600 800 1000 1200 1400 1600 1800 2000 2200 2400 260
0.4 (Rs)
32 FT-Fixed cost per
km for Rs. 2/-
500 750 1000 1250 1500 1750 2000 2250 2500 2750 3000 325
0.5 (Rs)
FUEL ESCALATION SOP FOR BILLING

1. Service provider needs to take monthly cumulative average of fuel prices and arrive at one value of fuel price
for billing of fuel escalation clause.
2. The idea of arriving at Rs 0.14 per km is Rs 2 which is the factor of fluctuation (increase or decrease in fuel
prices) divided by 14 which is the mileage considered for Ace/Ecco/Omni vehicles. So, 2/14 = Rs 0.14.
3. Then Rs 0.14 per km multiplied by total running kms (1000,1500,2000,2500 & 3000) will give the total fuel
increased or decreased value of respective slab.
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4. Service provider to ensure adherence to the fuel escalation clause strictly during monthly billing and operations
team to validate the same and inform the service provider on non-adherence.
5. Fuel base Rate Applicable as per Lane effective date
ANNEXURE C
Code of Conduct
1. Requirements for Drivers

a. The driver should carry in his possession at all times all documents including but not
limited the driving license, all the paperwork pertaining to the vehicle used to provide
the Services, and company ID card containing the name, photograph of the driver.
b. Drivers should not be under the influence of any drug or sedatives or liquor while
providing the Services.
c. Personnel’s behavior reflects the Company’s brand, therefore, the Service Provider shall
ensure its Personnel behave courteously when on duty and while dealing with public or
other drivers when on road.
d. Drivers must be trained on defensive driving. Any sign of aggression from the drivers will
need to be dealt with strictly by even removal from service due to blacklisting.
e. Service Provider must ensure communication equipment is provided to the drivers in
case of any emergency or to report any deviation from the norms.
f. Audits: The Company reserves the right, but not the obligation to do audit the Services
provided to ensure that the expected service standards are met.
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.
3. Safe Work Environment

Service Provider shall maintain a safe and sanitary workplace that includes appropriate
protective equipment, and is in compliance with applicable environmental, health and
safety laws, rules and regulations. Environmental Practices Service Providers shall
maintain and operate their businesses in an environmentally responsible manner. The
Company recognizes the importance of our environment and natural resources, and
encourages Service Provider to embrace the responsibility to society for prudently using
natural resources and preventing harm to the environment. Service Provider shall comply
with applicable environmental laws and regulations, including but not limited to obtaining
required environmental permits, providing required environmental reports, properly
controlling air, land and water emissions and properly disposing of chemicals and waste
products.
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ANNEXURE D
Anti-Corruption Clauses
1. Compliance with Law and Policy

Service Provider agrees that its performance under this Agreement will be in full compliance
with the Company’s Global Anti-Corruption Policy (the “Policy”, available at
https://flipkartethics.com & https://walmartethics.com) and all applicable anti-corruption
laws and regulations, including but not limited to the U.S. Foreign Corrupt Practices Act and
the UK Bribery Act. Service Provider and the Company agree that in their performance under
this Agreement, they will not directly or indirectly offer, promise, give, or authorize the giving of
anything of value, or offer, promise, make, or authorize the making of any bribe, facilitation
payment or other improper or unlawful payment to any government official, political party, or
candidate for public office in order to obtain or retain business, gain any unfair advantage, or
influence any act or decision of a government official.
2. Certification of Compliance
Service Provider agrees to certify its compliance with the applicable anti-corruption laws and
regulations by executing a form supplied by the Company for this purpose, either annually or
when otherwise requested by the Company.
3. Right to Audit and Obligation to Cooperate
Service Provider shall keep accurate books, records, and accounts with sufficient detail as to
clearly reflect its transactions and disposition of its resources or assets in connection with this
Agreement. Service Provider agrees the Company has the right to audit such transactions at
any time and upon reasonable notice. Service Provider agrees to (1) provide assistance and
cooperation in any investigations involving the Company and Service Provider, and (2) submit
to due diligence re-screening when requested by the Company.
4. Training
Service Provider agrees its employees, affiliates, and other representatives responsible for its
performance under this Agreement will participate in the Company’s anti-corruption training,
if requested by the Company.
5. Subcontractors
Service Provider must obtain prior written authorization from the Company before Service
Provider engages any subcontractor to perform any services under this Agreement requiring
interaction with any government entity or government official on the Company’s behalf.
6. Right to Terminate
If the Company reasonably suspects Service Provider has engaged in conduct violating the
Policy, or any applicable anti-corruption laws or regulations, the Company may immediately
suspend payment pending the issue’s resolution. If the Company determines Service Provider
violated the Policy, or any applicable anti-corruption law or regulations, the Company may
terminate the Agreement. The Company may also suspend payment and suspend or terminate
the Agreement if Service Provider does not comply with the ongoing anti-corruption compliance
obligations set forth in this Agreement or if Service Provider does not successfully complete due
diligence re-screening.
7. Form of Payment
The Parties agree all payments made by the Company to Service Provider pursuant to this
Agreement shall be made only after receipt by the Company of an invoice detailing the products
or services for which Service Provider is seeking payment. All payments under this Agreement
shall: (i) be made solely by check or wire transfer for the benefit of, and to the account of, Service
Provider and not to any individual employee or representative of Service Provider; (ii) be
denominated in Indian National Rupee (INR); and (iii) not be in cash or bearer instruments.
8. Obligation to Provide Information
If for any reason, Service Provider proposes to materially change ownership or management or
its current shareholders or partners transfer control of Service Provider to a third party or a
third party assumes control of Service Provider, Service Provider must notify the Company
within thirty (30) days of such change in writing. In such case, Service Provider may be
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resubmitted through the Company’s due diligence and approval procedure for third-party
intermediaries.
Service Provider agrees to provide timely information to the Company regarding any changes to
the representations made in this Agreement.
9. No Government interaction
Service Provider agrees that neither Service Provider nor any of its employees, agents and
representatives, and any persons associated with Service Provider are authorized to engage or
interact with any government entity or official for or on behalf of the Company, directly or
indirectly, in any transaction or business activity for any purpose, including but not limited to
obtaining a permit, license or other type of authorization, whether at a local, regional or national
level. In the event that any form of interaction with a government entity or government official
is required in relation to Service Provider’s engagement, directly and/or indirectly, with the
Company, the Service Provider shall obtain prior written authorization from the Company before
proceeding with the engagement or interaction.
ANNEXURE- E
Data Privacy and Protection
1. If and to the extent that 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 Service Provider from or on behalf of the Company (or any Flipkart group
company) employees, contractors, visitors, customers, clients, partners, sellers,
COMPANYs or other third parties or otherwise obtained in connection with the
performance of its obligations under this Agreement (“Company Personal Information"),
Service Provider agrees and covenants that 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 Information including but not limited to
Information Technology Act, 2000 and the Information Technology (Reasonable
Security practices and procedures and sensitive personal data or information)
Rules, 2011 (“Applicable Data Protection Law”), including any requirements
applying to storage or cross-border transfer of Personal Information outside
India;
b. keep and maintain all Company Personal Information in strict confidence and
the obligation to protect such Personal Information shall survive in perpetuity;
c. process Personal Information solely for the purpose of performing its obligations
as contemplated by this Agreement;
d. not sell, rent, lease or otherwise make an unauthorized disclosure of Company
Personal Information 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 Information (“Security
Incident”);
f. in an event Service Provider has reason to believe that a Security Incident has
occurred, Service Provider shall promptly (an in no event more than 24 hours
after discovery of such Incident) inform the Company via both telephone and
email with a copy to [email protected];
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g. not store or retain Company Personal Information except as necessary to perform

its obligations and securely return and destroy Company Personal Information
within Ninety (90) days of expiration or termination of this Agreement or sooner
if requested by the Company and provide written proof or certification of the
same;
h. at its sole expense provide the Company with all necessary information,
cooperation and assistance as required (including by appropriate technical and
organizational measures, insofar as possible) to enable the Company to comply
with its obligations under Applicable Data Protection Law; and
i. be responsible and liable to the Company for all acts, errors or omissions of
Service Provider’s sub-contractors, employees, suppliers, agents, affiliates,
consultants, and subsidiaries (collectively Third-Party Provider). Service Provider
shall contractually require each of its Third-Party Providers to agree to same or
no less stringent privacy and security obligations that apply to Service Provider.
2. 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 “Flipkart 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
Service Provider’s failure to comply with any of its obligations under Clause 8 (Data
Privacy and Protection).
3. If Service Provider is disclosing any Personal Information to the Company, Service
Provider warrants that such information was collected lawfully, and there is no
restriction legal or otherwise on Service Provider from providing such information to the
Company or any processing by the Company under this Agreement.
4. To the extent that the Company provides to Service Provider any Personal Information
in connection with this Agreement, such Personal Information is provided by the
Company 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.
5. Service Provider acknowledges and agrees that it has no ownership of, or right to use,
Company Personal Information or any derivative works thereof other than as expressly
permitted under this Agreement or as authorized by the Company in writing. For the
avoidance of doubt, Service Provider has no right to copy, use, reproduce, display,
perform, modify or transfer Company Personal Information or any derivative works
thereof, except as expressly provided in this Agreement or as expressly authorized by
the Company in writing.
6. To the extent legally permitted, Service Provider shall immediately notify the Company
in writing upon receipt of an order, demand, warrant or document purporting to request,
demand or compel the production of Company Personal Information or any derivative
works thereof to any third party not authorized under this Agreement. Wherever possible
and lawfully permissible, Service Provider shall not disclose Company Personal
Information to any third party not authorized under this Agreement, without providing
the Company at least forty-eight (48) hours’ notice, so that the Company may, at its own
expense, exercise such rights as it may have under applicable laws and regulations to
prevent or limit such disclosure. If such prior notification is not possible, Service
Provider shall immediately notify the Company post disclosure. Notwithstanding the
foregoing, Service Provider will exercise commercially reasonable efforts to prevent and
limit any such disclosure and to otherwise preserve the confidentiality of Company
Personal Information; additionally, Service Provider will cooperate with the Company
with respect to any action taken pursuant to such order, demand, or other document
request, including to obtain an appropriate protective order or other reliable assurance
that confidential treatment will be accorded to Company Personal Information.
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ANNEXURE – F
INFORMATION SECURITY REQUIREMENTS
1. Information security clause & disclosure requirement in case of breach.
a. The Service Provider shall implement and follow the rules as laid down in the Information
Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data
or Information) Rules, 2011 and all other applicable laws with respect to the Confidential
Information.
b. The Service Provider shall monitor the security practices, control processes and checks
in place as per this Agreement in respect of the Confidential Information on a regular
basis and disclose any breaches immediately without delay, in writing to Company, and
in any case within 24 hours from the occurrence of such breach in such security
practices, control processes and checks in place.
c. The Service Provider shall limit the access of the Confidential Information to its
Representatives on a need to know basis and only to the extent necessary for the
performance, management and monitoring of the Services.
d. The Service Provider undertakes to adopt appropriate technical and organizational
security measures having regard to the risks inherent in collecting, receiving, processing,
storing, dealing or handling Confidential Information in order to prevent any
unauthorized person from having access to computer systems processing or storing such
Confidential Information, especially:
i. unauthorized reading, copying, alteration or removal of Confidential

Information;
ii. unauthorized data input as well as any unauthorized disclosure,
alteration or erasure of stored Confidential Information;
iii. unauthorized use of data-processing systems by means of data
transmission facilities;
iv. ensure that authorized users of a data-processing system can access only
the Confidential Information to which their access right refers;
v. ensure that, during communication of Confidential Information and
transport of storage media, the data cannot be read, copied or erased
without authorization; f) design its organizational structure in such a way
that it meets data protection requirements under the laws of India and
ISO 27001.
2. Data Availability - Upon the expiration or earlier termination of this Agreement the
Service Provider shall forthwith cease the use of all Confidential Information (including
but not limited to the Confidential Information stored on all data storages, cloud
databases or any other backups) and shall, forthwith return to Company, or at the
instruction of Company dispose off, all Confidential Information and other documents,
papers and materials whatsoever provided to the Service Provider and/or its employees,
associates and other representatives (without making any copies or alterations
therefrom). In addition, the Service Provider shall provide a back-up (in a format provided
by Company) of all the proprietary and Confidential Information of Company provided
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to the Service Provider and/or uploaded while using the software of the Service Provider
or otherwise available with the Service Provider.
Company shall have the right to withhold any/all payments due and payable to the Service
Provider under this Agreement, in addition to other rights and remedies available with
Company under the Applicable Laws, in case of breach of the aforementioned clauses by
the Service Provider.
Anytime within 6 months from the receipt of the declaration/undertaking as per the relevant
clauses, the Company shall have the right to audit and/or inspect the records and systems
of the Service Provider in order to ensure compliance of the aforementioned clause. Such
audit/inspection may be conducted by Company or by any other external/third party
appointed by Company.
3. Periodic certification – SOC / ISO 27001- The Service Provider shall ensure
periodic SOC/ISO 27001 certification and shall share the relevant documentation of
the same with Company failing which Company shall withhold the payments till the
time relevant work has not been accomplished further if Service Provider does not
have ISO27001 certification, the Right to Audit clause shall be mandatorily adhered
by such Service Provider.
4. Right to Audit – (i) books & records; and (ii) Information systems. - Company will
have the right to inspect and audit information of subscription customers acquired
through Company applications, and Service Provider’s records, at its sole cost and
expense, including but not limited to the books of accounts and other documents at
Service Provider’s place of business during normal business hours with a prior
written notification of 24 hours during the Term of the Agreement. Provided that,
such audit shall be limited to and shall be strictly pertaining to the scope of the
Agreement. Ifs such audit or audits reveal any error or discrepancy of any nature
whatsoever, such error or discrepancy will be forthwith corrected and any amount
payable to Company as a result of such audit shall be forthwith paid by the Service
Provider failing which the Service Provider shall be liable to pay an interest of 15 %
per annum on the due and unpaid amount, calculated from the date on which the
payment becomes due until the date on which all outstanding amounts (including
the prescribed interest) are paid in full by the Service Provider.
Company shall have the right to periodically conduct compliance audits (as described
hereinafter) with a prior written notice of Seven (7) days to the Service Provider. As part of
the periodic compliance audit, Company may audit Service Provider’s information systems,
networks, applications, switches, routers, firewalls, ports, or other information technologies,
digital rights management related and used for the purposes of the Agreement, as deemed
appropriate by Company in order to assure that Service Provider’s security posture does not
adversely affect or degrade Company’s information security posture. These audits may be
performed by Company or a third party contracted by Company.
In the event a compliance audit conducted by Company results in a finding that Service
Provider does not have the necessary security practices, control processes and checks in
place in compliance with Company security requirements as specifically agreed at the time
of entering into this Agreement, the Service Provider shall promptly (and in any case within
the time period communicated by Company in writing) corrected/implemented at the Service
Provider’s cost. Company will have the right to conduct more frequent compliance audits
until the Service Provider resolves the deficiencies identified in such compliance audit and
may terminate the said agreement if the breach will not be cured within stipulated time
period.
5. Approval in case of 3rd Party Outsourcing. Performance of Service Provider hereunder

is of a personal nature and, therefore, neither this Agreement nor any of the rights or
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obligations granted to the Service Provider hereunder may be assigned, sub-contracted

or transferred by Service Provider.
In case of subcontracting: The Service Provider may subcontract the Agreement or any part
thereof only with the prior written consent of Company. It is understood and agreed that
such subcontracting shall be subject to and in accordance with the terms of this Agreement
and be in writing and duly executed by the parties thereto. No such subcontractor shall
have the right to further sub-contract any of its rights or obligations thereunder.
A subcontracting agreement shall be automatically terminated upon termination of this

Agreement for any cause whatsoever. The Service Provider shall ensure that each of such
permitted subcontractors shall abide by the terms and conditions of this Agreement and
Service Provider shall be completely and solely responsible for all actions and omissions of
the sub-contractors under this Agreement.
Any act or omission of a sub-contractor which would be a breach of this Agreement if

performed by Service Provider shall be deemed to be a breach by Service Provider of this
Agreement.
The Service Provider shall ensure that it has similar agreement containing terms and
conditions consistent with the terms and conditions provided under this clause in place with
its agents, contractors, sub-contractors and any third party accessing, collecting, storing,
processing, handling Confidential Information for performing Services pursuant to this
Agreement. The Service Provider shall ensure that such third parties adhere and comply
with confidentiality obligations similar to the ones provided under this Agreement. The
Service Provider shall be liable for any breach of confidentiality obligations by such parties.
6. Specific Performance – The Service Provider agrees that the breach of the provisions of this
Agreement by the Service Provider will cause Company irreparable damage for which
recovery of money damages would be inadequate. Company will, therefore, be entitled to
obtain timely injunctive relief including any monetary relief to protect its rights under this
Agreement in addition to any and all remedies available at law or in equity.
7. Relief (Penalty / Liquidated Damages)- Notwithstanding the aforementioned clause, in

addition to the specific performance, the Service Provider (body corporate or a person) shall
be required to demonstrate performance and implementation of security control measures
as per the agreed documented information security program and information security
policies, and if the same is in breach, then the Service Provider shall become liable to pay
penalty / liquidated damages to Company, to the amount equivalent to “refund of payments”
or actual losses or otherwise so as to enable restoration of the position of Company prior to
such breach under this agreement in addition to any and all remedies available at law or in
equity.

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2. Invoicing and Payment Terms

damages, interest payments on overdue amounts) shall be charged

and Company shall not be liable for the same.

4. Term and Termination

subject to any legal proceeding relating to insolvency or the protection of

5. Obligations of Service Provider

6. Rights and Obligations of the Company

7. Representations and Warranties

7.1 Each Party hereby warrants and represents that:

the management, operations, business and/or policies of such person, whether

9. Data Privacy & Protection, and Information Security

11. Damage, Loss Liability

12.5 Limitation of Liability

13. Intellectual Property Rights

14. Privity of Contract and Independent Relationship

15. Dispute Resolution; Governing Law; Jurisdiction

18. Anti-Corruption and Anti – Bribery

19. Environment, Health, and Safety Compliance Clauses

19.1 The Service Provider shall:

22. Force Majeure

Scope of Services/Scope of Work-Large Local Line Haul

c. All vehicles should come with inner lock .

k. Vehicle in Sound Condition:

e. Any Modification / Change / Addition of Rates / Routes / Sectors must be signed by

r. Performance & Penalty Clause:-

i. Penalty clause would be applicable immediately after the commencement of our

Delay Percentage Penalty Percentage

SCOPE OF WORK-Local Line Haul Non-Large

2. Quality & Service Level Requirements:

2.1 Regulatory/Statutory Requirements: Service Provider shall provide copies of its

2.2.1 Life insurance details

2.3.1 Company shall continuously monitor – weekly/ monthly basis - Service

alternate service provider to deploy the required vehicles as per Company’s

2.4 Vehicle Track and Traceability:

2.4.1 GPS Facility

2.4.6.1 Submission of weekly exception status report to Company on every

3.2 Fleet Owners:

number clearly mentioned. In the event of any dispute on the payload -

3.3.2 While Receiving from Service provider:

8. Temporary suspension and cancellation or termination of the Agreement:

9. Appointment of other Service Providers:

32 FT MXL 24 HRS Deployment

1. STRICTLY GPS BASED BILLING ONLY FOR REGULAR DEPLOYMENT.

2. INCORRECT BILLING - DEVIATION FROM CONTRACT –

FUEL ESCALATION AS BELOW

FUEL ESCALATION SOP FOR BILLING

1. Requirements for Drivers

3. Safe Work Environment

1. Compliance with Law and Policy

g. not store or retain Company Personal Information except as necessary to perform

2. Notwithstanding anything to the contrary in this Agreement or elsewhere, Service

1. Information security clause & disclosure requirement in case of breach.

i. unauthorized reading, copying, alteration or removal of Confidential

5. Approval in case of 3rd Party Outsourcing. Performance of Service Provider hereunder

obligations granted to the Service Provider hereunder may be assigned, sub-contracted

A subcontracting agreement shall be automatically terminated upon termination of this

Any act or omission of a sub-contractor which would be a breach of this Agreement if