Terms & Conditions

DOTPE GENERAL TERMS AND CONDITIONS

These general terms and conditions (“General T&Cs”) set forth the understanding between Dotpe Private Limited (“Dotpe” or “Company”) and the concerned merchant (“Merchant”) in relation to procuring of various business/B2B services as provided by Dotpe to the Merchant (“Dotpe Service(s)”). The specific terms and conditions pertaining to each Dotpe Service are mentioned in the Merchant Acquisition Form or Merchant Agreement (“MAF”). Together these General T&Cs and the terms & conditions as stated in the MAF (“Specific T&Cs”) set forth the entire understanding and agreement between the Parties in relation to the Dotpe Services. General T&Cs and Specific T&Csare collectively referred to as the “Conditions”. Dotpe and Merchant are collectively referred as “Parties” and individually as “Party”. Capitalized terms not defined under General T&Cs shall have the meaning ascribed to them in the MAF.

• Term: The Conditions and the transactions contemplated in the MAF shall come into force on and from the date from which the Merchant started procuring Dotpe Service(s) or the date mentioned in the MAF, whichever is earlier (“Effective Date”), and shall remain in existence unless terminated by either Party in accordance with the terms hereof (“Term”).
• Scope of Services: During the Term, Dotpe shall provide various services to the Merchant as per the scope of services mentioned in the MAF and in the respective Annexure hereinbelow. In case any value-added/other services are provided/made available by Dotpe, the terms and conditions for said services shall be mutually agreed by the Parties in writing. It is hereby clarified that Dotpe does not offer any marketing and advertising services for the purpose of attraction of Customers to the Products of the Merchant.
• Fees/Commercials: (a) As a consideration for rendering Dotpe Service(s), Dotpe shall charge/be paid by the Merchant, the fees as per the rates and terms & conditions mentioned in the MAF or as mutually agreed by the Parties from time to time (“Fees”); (b) Unless otherwise agreed between the Parties or mentioned in the Conditions,Fees/charges shall be subject to revision or increase from time to time, and any such increase/revision shall be of at least 10% per annum or more; (c) Fees shall be exclusive of GST and any other applicable taxes/levies, if any; (d) Unless otherwise agreed between the Parties in the MAF or as mentioned under this General T&Cs, Merchant agrees to pay to Dotpe all Fees/charges (along with applicable taxes/GST), within 15 (fifteen) days from the date of invoice as raised by Dotpe; (e) In case the Merchant fails to pay the Dotpe Fees/charges within the stipulated time period, then Dotpe shall be entitled to levy interest @ 18% per annum from the due date till the date of actual realization; (f) Dotpe, in its sole discretion, reserves the right to modify, amend or cancel any terms of offer, discount or charges from time to time; (g) Dotpe Fees/charges shall be strictly non-refundable; (h) The Fees (which shall include rates of banks/DSPs/PSC/WhatsApp/TPAF/etc.)shall be subject to approval from the respective bank/DSPs/payment partner/WhatsApp/Third Party Apps and shall be subject to change from time to time as per sole discretion of Dotpe; (i) Merchant shall bear and be responsible and liable for the payment of all relevant taxes (including GST and any other applicable taxes/levies) in relation to the Customer Charge; (j) Subject to the Income Tax Act, all the payments made by the Merchant shall be made subject to deduction of TDS (tax deducted at source); (k) On quarterly basis, Merchant shall issue the TDS certificate to Dotpe.
• Merchant’s Covenants: (a) Merchant shall at all times and at its own expense strictly comply with all applicable laws (including but not limited to Food Safety and Standard Act 2006 and Legal Metrology Act, 2009 and rules/regulations/notifications/circulars made thereunder, as amended from time to time), now or hereafter in effect, relating to its performance of the Conditions; (b) Merchant understands that part of Dotpe Services may be provided by third party vendors/service providers on account of which the Merchant hereby provides its consent to Dotpe to appoint, terminate and substitute such third party vendors/service providers and further undertakes to adhere to the terms and conditions (if any) stipulated by said third parties, to the extent attributable to the Merchant; (c) Contents available on the Dotpe Apps (as defined below) including the data, information, text, graphics, images, logos, button icons, design, software technology/code, domain, URL and the collection, arrangement and assembly of the contents therein (collectively, the “Dotpe Content”) are the property of Dotpe and the Merchant hereby agrees to not modify the Dotpe Content or reproduce, display, publicly perform, distribute, or otherwise use the Dotpe Content, without the consent of Dotpe. Provided that Dotpe Content shall be without prejudice to the Merchant’s brand name, logo, images, trademark, or content as provided by the Merchant, which shall remain under the ownership of the Merchant; (d) Merchant agrees that any and all information/data provided to Dotpe (including by way of application program interfaces/APIs) shall always be true, accurate, valid, correct, complete and up to date. Such information/data shall include (and not be limited to) pricing, inventory, menu, customer data, inputs, bites, discount, taxes and other information/data requested by Dotpe from time to time; (e) Merchant shall be responsible for any interruption in the usage of the Dotpe Apps or Dotpe Services on account of non-working, glitch, incorrect or any other issues in the software, applications, technology, programmesdue to the information/data provided by or on behalf of the Merchant, subject to scheduled downtime, issues that are reasonably expected in the ordinary course and on account of third party applications; (f) Merchant hereby agrees to implement the Dotpe Services and Dotpe Apps in all its active stores/outlets located within India, subject to successful implementation of the same by Dotpe in initially allocated stores/outlets of the Merchant.
• Dotpe’s Covenants: (a) Dotpe shall render the Dotpe Services, within the stipulated time and as per the terms and conditions ascribed under the Conditions; (b) Dotpe shall at all times and at its own expense strictly comply with all applicable laws, now or hereafter in effect, relating to its performance of its obligations as mentioned in the Conditions; (c) Save as otherwise provided in the Conditions, Dotpe shall be responsible for any interruption in the usage of the Dotpe Apps or Dotpe Services on account of non-working, glitch, incorrect or any other issues in the software, applications, technology, programmes and information/data provided by or on behalf of Dotpe, subject to scheduled downtime, issues that are reasonably expected in the ordinary course and on account of third party applications.
• Intellectual Property Rights: (a) Dotpe is hereby granted a limited, non-exclusive, non-transferable license to use, display and reproduce the Merchant’s name, brand name, logo, wordmark, trademark, service marks, etc. (“Marks”) on a non-exclusive and royalty-free basis. Dotpe shall inter-alia use the Marks for the purposes of providing Dotpe Services, for Customer communications (including SMS/WhatsApp notifications) and for representation of its (present/erstwhile) clientele base / in promotional or advertising material. The Merchant hereby releases Dotpe from all liability relating to the publication or use of the Marks for such purpose; (b) Nothing contained herein shall authorize the Parties to use, apply, invade or in any manner exploit or infringe the intellectual property rights of the other Party, without prior consent of the other Party. In addition, the Parties undertake not to infringe the intellectual property rights of any third party; (c) Merchant warrants that it shall only use the Dotpe Apps for the purposes of Dotpe Services. The Merchant, its employees, contractors, agents or any other person empowered by the Merchant shall not use the Dotpe Apps in any form whatsoever, so as to: (i) design, realize, distribute or market a similar or equivalent software program; (ii) adapt, modify, transform or rearrange the Dotpe Apps, its underlying software codes, domain/URL for any reason whatsoever, including for the purpose, among other things, of creating a new software program or a derivative software program; (iii) allow unauthorized use of or access to the Dotpe Apps; (iv) disassemble, reverse engineer, decompile, decode or attempt to decode the Dotpe Apps; (v) allow the Dotpe Apps to be disassembled, reverse engineered, decompiled or decoded; and/or (vi) in any way override or break down any protection system integrated into the Dotpe Apps; (d) The Parties agree that all the intellectual property already developed and/or owned by each Party shall continue to vest with the concerned Party. However, ownership of all the intellectual property rights created and/or developed by either Party pursuant to the Conditions, including any material/right created and/or developed by the Merchant for the performance of Dotpe Services, shall solely vest with Dotpe, except to the extent that any such services incorporate any intellectual property rights or information owned by the Merchant. It is hereby clarified that Dotpe has exclusive ownership of the Dotpe Apps, Dotpe Content and of all intellectual property rights in relation thereto, and Dotpe shall continue with such ownership during the Term and thereafter in perpetuity; (e) Dotpe shall share all Customer related data and information with the Merchant through the Merchant dashboard or otherwise. All rights with respect to such data and information shall vest with the Company. For avoidance of doubt, it is hereby clarified that Dotpe may use such Customer data for the purposes of research, analysis & business intelligence, improvement/development/advancement of Dotpe Apps and Dotpe Services and associated services.
• Representations and Warranties: Each Party hereby represents and warrants to the other Party that: (a) it is duly organized and validly existing under the laws of the jurisdiction in which it is established; (b) it has the requisite power and authority to execute, deliver and perform the obligations specified in the Conditions; (c) its obligations hereunder constitute legal, valid, binding and enforceable obligations; (d) the execution and delivery of the Conditions and consummation of the transactions contemplated herein do not breach its organizational documents, or any applicable law, provisions of any contract or court order.
• Indemnity: (a) Each Party (“Indemnifying Party”) hereby agrees to indemnify, defend and hold the other Party, its affiliates, officers, directors and employees (“Indemnified Party”) harmless from and against claims, demands, actions, liabilities, costs and damages incurred or suffered (directly or indirectly) by the Indemnified Party, on account of: (i) non-fulfillment, non-observance, non-performance, violation or breach of the Conditions or of applicable laws, rules and regulations by the Indemnifying Party (and/or its officers, directors and employees); and (ii) wrongful or negligent act or omission of the Indemnifying Party (and/or its officers, directors and employees); (b) Merchant shall be liable for all claims including but not limited to Chargeback claims, Customer claims, disputes or refunds relating to the transactions, as well as for any claims, proceedings, fines and penalties brought upon/imposed directly or indirectly on Dotpe on account of reasons attributable to Merchant or in connection with any goods or services offered/sold by the Merchant; (c) no Party shall, in any event, be liable to any other person/Party, either in contract, tort or otherwise, for any consequential, incidental, indirect, special or punitive damages, including loss of future revenue, income or profits, diminution of value or loss of business reputation or opportunity.
• Limitation and Disclaimer: (a) Notwithstanding anything contrary stated in the Conditions, however save as otherwise stated in the Conditions, the aggregate liability of Dotpe to the Merchant under the Conditions or otherwise shall not in any event exceed the amount equivalent to the preceding 1 (one) month’s aggregate fees earned and received by Dotpe under the MAF from the date of occurrence of such liability; (b) The services of Dotpe may be linked to the services of third parties, affiliates and business partners. Dotpe has no control over such parties, and accordingly Dotpe shall not be liable or responsible for content, accuracy, validity, reliability, quality of services provided by such parties; (c) Dotpe shall adopt reasonable security measures commensurate with the industry standards and as mandated by applicable law, however the Dotpe Apps, Dotpe Services and/or services/applications of third party service providers may not be fully uninterrupted or error free or free from any virus or other malicious, destructive or corrupting code/program. Dotpe shall not be responsible or liable for any loss or damage (including loss of revenue, income or profits) on account of any interruption or issues which are not in control of Dotpe; (d) Merchant acknowledges that: (i) Dotpe cannot guarantee the results generated through Dotpe Apps, or that Dotpe Apps will be continuously available for use without interruption, and (ii) Dotpe Apps and Services are provided on “as-is” and “as available” basis without any representation, warranty or condition of any kind, and Dotpe hereby disclaims all conditions, representations and all warranties, whether express or implied and whether arising by law or otherwise with respect to Dotpe Apps, including, but not limited to, any implied warranty of merchantability or fitness for a particular purpose.
• Termination: (a) Either Party, with a written notice to the other Party, may terminate the Condition on occurrence of any of the following event: (i) if the other Party is adjudicated as bankrupt, or if a receiver or as a trustee is appointed for it or for a substantial portion of its assets, or if any assignment for the benefit of its creditors is made; (ii) if the other Party goes into liquidation/winding up, either voluntarily or compulsorily; or (iii) in case of any material breach of any provision of the Conditions, which breach is not remedied by the defaulting Party within 30 (thirty) days from the receipt of the written notice from the non-defaulting Party; or (iv) if Dotpe winds up/ceases to operate Dotpe Service(s); (b) Notwithstanding anything contrary provided under the Conditions, the Merchant shall not be entitled to terminate the Conditionsor the arrangement contemplated in the MAF, for a period of 5 (five) years starting from the Effective Date (“Lock-in Period”); (c) Dotpe may suspend Merchant’s access to Dotpe Apps / Dotpe Services (including the Lock-in Period), immediately without any notice, in its sole discretion, believes that: (i) such suspension is required by law or by Dotpe’s policies; or (ii) Merchant has breached the Conditions and has not remedied such breach within 15 (fifteen) days of receiving notice of the alleged breach from Dotpe; or there is a security or privacyrisk to the Merchant. Any suspension of Merchant access to Dotpe Services will not limit or waive Dotpe’s right to terminate the Conditions/MAF or Merchant’s access to Dotpe Services; (d) In addition, Dotpe shall be entitled to terminate the Conditions or the arrangement contemplated thereunder, at any time, by giving 30 (thirty) days’ written notice to the Merchant, without assigning any reason; (e) Post expiry of the Lock-in Period, the Merchant shall be entitled to terminate the Conditions by giving 30 (thirty) days’ notice to Dotpe, without assigning any reason.
• Miscellaneous:
  • Confidentiality: The Parties agree to maintain the confidentiality and protect the Confidential Information as follows: (i) preventing any unauthorized disclosure, copying, use, distribution, or transfer of possession of Confidential Information; and (ii) dissemination of Confidential Information by each Party shall be limited to employees and consultants on a need-to-know basis.
  • Assignment: Merchant shall not assign its rights and obligations hereunder, without the prior written consent of Dotpe.
  • Entire Agreement & Conflict: The Conditions shall supersede all other/previous understanding/agreements entered into between the Parties with respect to the subject matter. Any modifications or amendments to the Conditions may be published or informed by Dotpe from time to time. In case of any conflict between the provisions of General T&Cs and Specific T&Cs/MAF, the terms of the Specific T&Cs/MAF shall prevail.
  • Force Majeure: Neither Party shall incur any liability or shall be deemed to be in breach of the Conditions due to any event beyond the reasonable control of such party (“Force Majeure”), including but not limited to an act of god, fire, strikes, acts of war, riots, acts of terrorism, pandemic/epidemic or governmental prohibition(s). If the Force Majeure conditions continue for more than 15 (fifteen) days, either Party may terminate the Conditions by giving a written notice to the other Party.
  • Governing Law and Jurisdiction: The Conditionsshall be governed and construed in accordance with the laws of India. The courts in Gurgaon, Haryana shall have exclusive jurisdiction over all disputes arising hereunder.
  • Exclusivity: It is agreed that the Merchant shall procure the services hereunder (i.e., services similar to Dotpe Services) on anexclusive basis from Dotpe.
  • Definitions: “Business Days” shall mean any day on which Dotpe and its partner banks/payment partners are open for business, other than Saturday, Sunday and days declared by Dotpe and/or partner banks/payment partners as holidays; “Chargeback(s)” shall mean the approved and settled card or net banking Transaction which is at any time refused, debited or reversed from the Merchant’sbank account or from the Merchant’s Settlement Amount in the Nodal Account (shall also include similar debits to Dotpe bank accounts, if any) by the Partner Bank for any reason whatsoever, together with the bank fees, penalties and other charges incidental thereto; “Confidential Information” shall mean any and all written, oral or other tangible or intangible form of information, including discoveries, ideas, concepts, know-how (whether patentable or copyrightable or not), research, development, designs, drawings, blueprints, diagrams, models, samples, flow charts, data, computer programs, disks, diskettes, tapes, algorithms, software programs, marketing plans or techniques, technical, financial, customer, marketing or business information, trade secrets; “Customer” shall mean an individual or legal entity, who/which purchases Product(s)/procures services from the Merchant through the Dotpe Apps; “Customer Charge” shall mean the sale price of the Product(s) purchased by the Customer on the Dotpe Platform plus the convenience/shipping fee (if any) and all other taxes, duties, costs, charges and expenses in respect of the Product/payment that are to be paid by the Customer; “Digital Showroom” shall mean the web based digital platform/application owned and developed by Dotpe which shall enable the Merchant to digitize its product/service offerings and further toconnect with the Customers inter alia by way of integration of social media platforms, ordering & billing system, banks/payment gateways and delivery partners; “Dotpe Apps”shall mean the various applications, products, platform, services provided, developed and/or created by Dotpe and/or its affiliates, including but not limited to Digital Showroom, Dotpe Platform andRista Application; “Dotpe Platform” shall mean the web based digital platform/application owned and developed by Dotpe which shall enable the Merchant to connect with the Customers inter alia by way of integration of social media platforms, in store ordering & billing system, banks/payment gateways and delivery partners; “Nodal Account” shall mean an inoperative account held by Dotpe and/or the concerned payment gateway with any of the banks for the purpose of pooling the monies collected from Customers on behalf of the Merchant and facilitating the transfer of these funds for final settlement to the Merchant, pursuant to RBI notification DPSS.CO.PD.No.1102/02.14.08/2009-10 dated 24/11/2009 or any other RBI notifications/guidelines amended from time to time; “Nodal Bank” shall mean the bank(s) designated by Dotpe and/or the concerned payment gateway for the purpose of pooling the funds collected from Customers on behalf of the Merchant and facilitating the transfer of these funds for final settlement to the Merchant, pursuant to RBI notification DPSS.CO.PD.No.1102/02.14.08/2009-10 dated 24/11/2009 or any other RBI notifications/guidelines amended from time to time; “Partner Banks” shall mean various banks, financial institutions, card associations, payment system providers who are defined and licensed under the Payment and Settlement Systems Act, 2007 and other software providers who are in the business of providing information technology services, including but not limited to, internet based electronic commerce, internet payment gateway and electronic software distribution services; “Partner Bank Services” shall mean the payment gateway system and services provided by the Partner Banks such as to: (i) route internet based valid card transactions; (ii) offer various facilities through the internet, including net banking facilities; (iii) provide authentication and authorization from card associations or other third party clearing houses; and (iv) provide settlement facilities in respect of payment instructions initiated by the Customers; “Payment Service Charge” or “PSC” shall mean the charges which shall be charged by Partner Bank/payment partner as specified in the MAF and as per the terms of the Conditions; “Per Transaction Platform Charge” or “PTPC” shall mean the charges which shall be charged by Dotpe as specified in the MAF and as per the terms of the Conditions; “Product(s)” shall mean goods and/or services offered for sale/provided by the Merchant on or through the Dotpe Apps; “Rista Application” shall mean the software/applicationowned by Dotpe which shall inter aliaenable the Merchant in inventory management, point of sale (POS) and billing; “Settlement Amount” shall mean Customer Charge minus the PSC, PTPC, DSF, TPAF and all other charges/fees payable by the Merchant to Dotpe under the Conditions; “Transaction(s)” shall mean every payment request/order placed by the Customer on the Dotpe Platform for purchasing Products from the Merchant; Third Party Apps Fee” or “TPAF” is the fees charged on the transactions taking place via the Third Party Apps and shall mean the rate as specified under the MAF.

ANNEXURE A

Dotpe Digital Ordering Services

1. Authorization and authentication of Transactions

• Merchant hereby authorizes Dotpe to receive, hold, disburse and settle the Customer Charge in accordance with and subject to the provisions of the Conditions.
• Merchant understands that Dotpe, Partner Banks and/or card association may reject authorization of Transaction placed by the Customer for any valid reason thereof.
• Merchant acknowledges that as a risk management tool, Dotpe and/or Partner Banks and/or payment partnerreserve the right to limit or restrict Transaction size, amount and/or monthly volume at any time with or without any prior intimation.

2. Refund and Return Policy

• Merchant agrees to process returns of, and provide refunds and adjustments for, Products sold and/or payment collected through the Dotpe Platform in accordance with the Conditions, the Partner Banks instructions and card association rules. The Merchant understands that all refunds must be routed through the same Partner Bank payment gateway through which the Transaction was made by the Customer. If the Merchant initiates refund through any other mode, the Merchant shall be fully liable for all Chargebacks raised in respect of the Transaction refunded.
• Merchant understands that no refund shall be processed by Dotpe after a period of 180 days from the date of the Transaction.
• Merchant shall: (i) maintain a fair return or cancellation policy in accordance with type of business; (ii) disclose its return or cancellation policy to the Customers at the time of purchase of Products, (iii) not give cash refunds to a Customer in connection with a card sale, unless required by law, and (iv) not accept cash or any other item of value for preparing a card sale refund.
• It is hereby agreed and acknowledged by the Parties that the PSC/PTPC/TPAF charged by Dotpe in respect of a Transaction that has been confirmed shall not be refunded or repaid by Dotpe to the Merchant or any other person irrespective of the Customer Charge beingChargeback, refunded or disputed.

3. Customer Support

• Merchant is solely responsible for all Customer service issues and support relating to the Transactions placed on the merchant system and Products sold on the merchant system and Dotpe Platform.
• Under no circumstances shall Dotpe be responsible for customer support to the Customer or any third party in respect of Merchant products/services including nature, availability, fulfillment of confirmed orders or quality.
• Subject to the provisions of the Conditions, Dotpe shall be responsible for any interruption of Dotpe Services due to any technical reason and that Dotpe shall ensure the remedy and smooth functioning of Dotpe Platform.

4. Integration with Third Party Applications

• Dotpe is hereby permitted to host the Dotpe Platform as micro apps / mini apps on various other online/digital platforms including but not limited to Google Pay, PhonePe and Paytm (“Third Party Apps”).
• Accordingly, the Merchant understands and acknowledge that in order to promote Merchant’s business, Dotpe may link its system with Third Party Apps from where the Customers will be routed to Merchant’s Dotpe’s Platform/Dotpe’s URL.
• Any orders placed by the Customers via the Third Party Apps will be subject to the Conditions.
• Third Party Apps services will be rendered subject to the terms and conditions specified by the Third Party Apps from time to time and Merchant shall also be bound to follow such terms and conditions specified by the Third Party Apps as may be available on Third Party Apps website/application or as communicated to Merchant from time to time.

5. Other covenants

• In case of integration services, the Merchant agrees to be responsible (including for the costs/expenses) for providing and maintaining all necessary equipment, software and facilities at its end in order to enable integration of its system and designated third party(s) system with the Dotpe Platform.
• Merchant shall be solely responsible for: (i) compiling and retaining permanent records of all Transactions and other data; and (ii) reconciling all Transaction information that is associated with the Customers.
• Merchant shall be solely responsible for obtaining all the requisite registrations/permits/licenses in relation to its business, including but not limited to license under the Food Safety and Standards Act, 2006, liquor license, trade license, pollution consent, police clearance, fire no objection certificate (NOC) and shops & establishment registration (as applicable).
• Merchant shall be solely liable for quality, efficiency, availability and merchantability of the Products.
• Merchant shall not offer, sell or deliver any Products through the Dotpe Platform, which are illegal, banned, restricted or which are not in compliance with applicable and local laws. In this regard, the Merchant shall comply with all laws/rules/regulations applicableinter-alia for both dine-in and take away received through the Dotpe Platform.
• Merchant shall have the marketable and legal right & title to sell the Products offered by it to the Customers by using Dotpe Platform.

6. Consequences of Termination

• Merchant agrees that it shall remain liable after the termination of the Conditions for payment of Chargebacks, refunds and other outstanding amounts/fees attributable to the Merchant.

7. In addition to the charges mentioned in the MAF, Dotpe shall charge the following fees (as applicable) from the Merchant:

Particulars	Fees
Payment Service Charge (PSC) (charged per order / transaction as % of the gross merchandise value (GMV) / transaction value)
- CC (VISA / MASTER)	1.80%
- DC above INR 2000	0.90%
- DC below INR 2000	0.40%
- PayTM (UPI)	0.10%
- AMEX	2.75%
- Wallets	1.50%
- GPay (UPI)	0.10%
- PhonePe	0.10%
Third Party Apps Fees (TPAF)

(charges per order / transaction as % of the gross merchandise value (GMV) / transaction value)
- Google Spot	2.0%
- PhonePe (UPI)	2.0%
- Paytm Mini	4.0%

8. Payment Terms:

• Dotpe shall transfer the Settlement Amount to the Merchant’s bank Account on T+1 day basis (“T” here refers to the date of Transaction), subject to the time period prescriber by the RBI, provided that the said transfer shall only be done on Business Days.
• Merchant hereby agrees that all issues / payments with respect to refunds and Chargebacks for successfully places orders shall be the sole responsibility of the Merchant. Dotpe shall not be liable for any claims, disputes, penalties which may arise in connection with such refunds or Chargebacks to the Merchant or the Customer.
• Merchant hereby confirms that Dotpe, Partner Bank and Nodal Bank reserve the right to reject payments with respect to any Customer Charge for any valid reason.
• Dotpe has obligation and right to withhold the Settlement Amount basis instruction / direction of Partner Banks till the resolution of any dispute under the MAF or till the payment of all the outstanding amount/fees by the Merchant.
• PTPC, PSC, TPAF shall be charged on all transactions includes refunds, Chargeback etc. upfront at the time of transaction settlement along with applicable GST.

ANNEXURE B

Dotpe Delivery Services

• Merchant shall use the Delivery Services for lawful purposes only and Merchant shall not book / handover or allow to be handed over any product which is banned, restricted, illegal, prohibited, stolen, infringing of any third party rights, hazardous or dangerous or in breach of any laws. DSPs and Dotpe shall not be liable or responsible for any loss or damages, if the Merchant is not in strict compliance with this Clause.
• Accordingly, the Merchant shall ensure that the packaging of the products is safe, proper and adequate to withstand the normal transportation and environmental hazards and in compliance with applicable laws. DSPs and Dotpe shall not be liable or responsible for any loss or damages, if the Merchant is not in strict compliance with this Clause.
• Merchant shall provide all the necessary instructions/approvals regarding delivery, returns or any other instructions with regard to the performance of the Delivery Services. Further, the Merchant shall ensure that delivery details are properly/clearly provided to the DSPs to enable accurate deliveries. DSPs and Dotpe shall not be liable or responsible for any loss or damages, if the Merchant is in not in strict compliance with this Clause.
• DSPs (and not Dotpe) shall be responsible for collection of the products/packages of the Merchant from the location(s) informed to it, and delivery of such products/packages to the Customers at their location.
• DSPs (and not Dotpe) shall be responsible for the performance of the Delivery Services, customer & support services and disputes in relation thereto. This includes disputes pertaining to lost, damaged, miss-delivered or late delivery of the Products/packages.
• All orders/Products/packages agreed to be delivered by the DSPs shall be on “SAID TO CONTAIN BASIS” i.e., DSPs shall be under no obligation or liability of the contents and description of the order and can be expected to check the quality/quantity of the items ordered and as such, the Merchant shall ensure to make proper, true, fair, correct and factual declaration regarding description and value of orders.
• Merchant understands that the DSPs are mere bailee of the Products/packages and are not insurer of the same. Merchant hereby expressly and specifically waives all its rights and claims against the DSPs arising out of or in relation to the principles of insurance.
• In addition to the above, following are certain additional terms and conditions pertaining to Delivery Services:
• Limitation of Liability: Notwithstanding anything elsewhere stated in the Conditions, the maximum liability for any loss due to damages, theft, mishandling or misappropriation of order shall be limited to the following:

Delivery Partner	Loss due to damages, theft, mishandling or misappropriation of order
Shadowfax	Maximum INR 1000/- per order or 60% of order value, whichever is lower.
Wefast	On case-to-case basis
Dunzo	Maximum INR 1000/- per order.
Rapido	Maximum INR 1000/- per order or 60% of order value, whichever is higher.

Note: The above-mentioned limitation is subject to change as per changes made by DSPs and/orrefund policy of Dotpe from time to time.
• Other Terms:
  • Loss due to damages triggers when rider picks up the package and does not deliver or damage it.
  • Dotpe will not facilitate any COD (Cash on Delivery) related order.
  • SLAs (as mentioned hereinbelow) are tentative and not linked to any liabilities, also subject to distance and peak traffic timings.
• In case of integration services, the Merchant agrees to be responsible (including for the costs/expenses) for providing and maintaining all necessary equipment, software and facilities at its end in order to enable integration of its system and delivery partner(s) system with the Dotpe Platform.
• DSPs shall follow following SLA. These SLAs are not linked to any liabilities or breach of Specific T&Cs. SLA will be referred to monitor and evaluate the performance of delivery partners.

SLAs
Allocation time	3-7 min
Arrival time	10-15 min
Pick up Time	5 min
Delivery Time	20 min (Upto- 3 kms)

• In addition to the charges mentioned in the MAF, Dotpe shall charge the following fees (as applicable) from the Merchant:

Particulars	Fees
Payment Service Charge (PSC) (charged per order / transaction as % of the gross merchandise value (GMV) / transaction value)
- CC (VISA / MASTER)	1.80%
- DC above INR 2000	0.90%
- DC below INR 2000	0.40%
- PayTM (UPI)	0.10%
- AMEX	2.75%
- Wallets	1.50%
- GPay (UPI)	0.10%
- PhonePe	0.10%
Third Party Apps Fees (TPAF) (charges per order / transaction as % of the gross merchandise value (GMV) / transaction value)
- Google Spot	2.0%
- PhonePe (UPI)	2.0%
- Paytm Mini	4.0%

• Payment Terms:
• DSFs shall be charged on all transactions includes refunds, Chargeback etc. upfront at the time of transaction settlement along with applicable GST.
• Distance will be measured based on the rider’s GPS tracking and distance travelled thereof between pickup and delivery destinations.
• Delivery Services Fees shall be deducted upfront from Settlement Amount. Accordingly, Dotpe shall deduct/retain the Delivery Service Fees (for each order/transaction made on the Dotpe Platform) from daily settlement of orders through Nodal Account and the Settlement Amount, net of Delivery Service Fees (for each order/transaction made on the Dotpe Platform), shall be payable by Dotpe to the Merchant in accordance with and subject to the provisions of the Conditions.
• The reimbursement/payment for the loss due to damages, theft, mishandling or misappropriation of orders will be made to the Merchant within 7 days from the conclusion of reimbursement request made by Merchant and receipt of the corresponding amount from the concerned DSP.

ANNEXURE C

Dotpe Rista Application

• The Rista Application shall be inclusive of any and all regular updates, upgrades, cloud-based services, support services, applications or documentations etc. Dotpe shall not be held liable for any loss or damage arising from any unauthorized use of Merchant’s account provided any such act and/or omission is not attributable to Dotpe (wholly or partially).
• Rista Application is offered for a recurring License Fees (as defined hereunder) on a software-as-a-service (SaaS) basis. License Fees shall include the following:
  • Back-end IT infrastructure on cloud, including a cluster of servers and databases.
  • High-end cloud infrastructure that is always available and highly scalable.
  • Software maintenance and automatic upgrades.
  • Technical support via online, email or phone. Our customer care support services are available at +91-82871-20030 from 8 AM to 12 AM every day, Merchant agrees that timings mentioned and customer care support number under this Clause for customer care support services are subject to change in sole discretion of Dotpe.
  • Interactive Analytics for consolidated (multiple locations) and cumulative (multiple timeline) data for sales, items, payments, inventory and more.
• Merchant agrees that Rista Application may include updates, cloud-based services, support services, applications or documentations, each of which is subject to the terms of the Conditions, as applicable.
• Merchant agrees that Dotpe may add to, change or discontinue any component of Rista Application at any time with or without intimation; provided however, that no such change shall materially increase Merchant's obligations or materially decrease Merchant's entitlements under the Conditions.
• Merchant agrees that the Merchant will be responsible for all actions taken under its Dotpe account credentials, regardless of whether such actions are taken by its customers or its employees. Dotpe is not liable for any loss or damage arising from any unauthorized use of Merchant’s account on account of the Merchant and including but not limited to its employees, users, customers, etc. Notwithstanding anything under the Conditions, Dotpe shall not be held liable for any loss or damage arising from any unauthorized use of the Merchant’s account by its employees, customers, third-parties etc.
• Dotpe hereby grant License to Merchant for Rista Application:
  • During the Term, Dotpe grants Merchant a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use Rista Application on the terms set forth in the Conditions. Merchant agrees that all rights, title and interest in and to all the intellectual property rights in Rista Application, and all modifications, extensions and other derivative works of Rista Application provided or developed by Dotpe are owned exclusively by Dotpe or its licensors.
  • It is hereby agreed that all rights not granted to Merchant under the Conditions are reserved by Dotpe.
  • Merchant hereby grants Dotpe a royalty-free, limited, non-exclusive right, authorization and license to use the name, logos, trademarks, copyrights and related intellectual property of Merchant, its users, or its licensors, solely as necessary to fulfill the purposes contemplated in the Conditions only.
• Merchant hereby agrees that it and any of its users/employees shall not:
  • decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming or interoperability interfaces of Rista Application;
  • distribute viruses or other harmful or malicious computer code via or into Rista Application;
  • engage in any conduct that disrupts or impedes a third party’s use and enjoyment of Rista Application;
  • sell, lease, lend, assign, sublicense, grant access or otherwise transfer or disclose Rista Application in whole or in part, to any third party;
  • modify or incorporate into or with other software or create a derivative work of any part of Rista Application;
  • use unauthorized modified versions of Rista Application, including without limitation, for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to Rista Application;
  • use Rista Application in any way that is contrary to applicable local, state/provincial, federal and foreign laws, including without limitation those relating to privacy, data protection, electronic communications and anti-spam legislation. Dotpe retains all title to, and, except as expressly licensed herein, all rights to Rista Application, all copies, derivatives and improvements thereof and all related documentation and materials.
• Merchant understands and agrees that Dotpe has no control over the content of the data processed by Dotpe on Merchant’s behalf. Merchant is responsible for taking its own steps to maintain appropriate security, protection and back-up of its data and software, including the use of appropriate back-up and archiving. Dotpe shall continue to perform scheduled backup of the Rista Application database, so that the latest backup can be restored for service continuity in case of any glitch to the Rista Application platform. Merchant remains responsible for properly handling and processing notices regarding personal data of Merchant’s clients. Merchant understands and agrees that Dotpe is not responsible for any loss or corruption of Customer data or other software.
• Merchant Agrees that the Rista Application will be purchased/renewed and paid online prior to use.
• Merchant agrees that following termination of Merchant’s account and/or use of Rista Application, Dotpe may immediately deactivate Merchant’s account and delete Merchant data. Merchant further agrees that Dotpe shall not be liable to Merchant nor to any third party for any termination of Merchant access to Rista Application or deletion of Merchant data.
• Merchant acknowledges that:
  • Dotpe cannot guarantee the results generated through Rista Application, or that Rista Application will be continuously available for use without interruption, and
  • Rista Application is provided "as-is", on an “as available” basis without any representation, warranty or condition of any kind, and Dotpe hereby disclaims all conditions, representations and all warranties whether express or implied, arising by law or otherwise with respect to Rista Application, including, but not limited to, any (i) implied warranty of merchantability or fitness for a particular purpose, (ii) implied warranty arising from course of performance, course of dealing, or usage of trade, or (iii) statutory remedy.
• Definitions: “Downtime” means the period during which the Rista Application is unavailable for more than 15 minutes. Intermittent Downtime for a period of less than 3 minutes, will not be counted towards any Downtime. Downtime as part of Scheduled Maintenance, for the platform, will not be counted towards any Downtime; “License Fee” means the fee for the license to use the Rista Application and other services, as set out hereinbelow; “Scheduled Downtime”means those times where Dotpe notifies the Merchant of periods of Downtime, three (3) days’ prior to the commencement of such Downtime. Scheduled Downtime is not considered Downtime for purposes of the Conditions.

ANNEXURE D

Dotpe WhatsApp Business Account Services

• WhatsApp Business Account Creation:
  • (a) Merchant hereby authorizes Dotpe to create WhatsApp Business Account of the Merchant in accordance with and subject to the Conditions.
  • (b) Merchant understands that creation and/or authorization of Merchant’s WhatsApp Business Account may be rejected due to incomplete information/documentation.
  • (c) Merchant understands that Meta Platform Inc. (“Meta”) shall be sole authority to accept or reject the application for a verified business account. However, even if the Merchant does not avail the verified business account, it shall be able to use the other WhatsApp business account services as offered by Dotpe.
  • (d) Merchant understands and agrees that only limited phone numbers can be linked to one WhatsApp Business Account.
• WhatsApp Business Account Services:
  • (a) Merchant acknowledges and accepts that the delivery of WhatsApp Notification is subject to: (a) WhatsApp application being downloaded and installed in the mobile handset of the Customer; (b) availability and performance of internet; and (c) Customer’s mobile handset being switched on and located within the internet coverage area and where WhatsApp facilities are available in such location.
  • (b) Merchant acknowledges and accepts that it shall solely be liable and responsible for creation of the messages/campaign (as per its sole discretion) and Dotpe will have no role in the same, Dotpe shall only assist the Merchant for sending such messages/campaign to Meta for Meta’s approval. Meta’s approval may take 48 (forty-eight) business hours or timeline as provided by Meta from time to time. Merchant hereby explicitly agrees that Dotpe shall not be liable/responsible for the approval of such messages/campaign, Dotpe shall merely act as a facilitator.
  • (c) Merchant agrees that the list of Customer shall be provided by the Merchant only to whom messages/campaigns shall be sent through Merchant’s WhatsApp Business Account. Merchant hereby agrees that Merchant shall have full authority, permission from the Customer to send them the WhatsApp Notification as per the applicable law and Dotpe shall not be liable in case of any claim/dispute by the Customer or third-party.
  • (d) Assigned delivery period of WhatsApp Notification will be for the period as set by Meta, during which, Meta may attempt to affect the delivery of WhatsApp Notification, post which the WhatsApp Notification shall be discarded. Further, WhatsApp Notification shall be sent to the Customers as per the timeline intimated by Meta from time to time.
  • (e) Merchant acknowledges and accepts that from one WhatsApp Business Account, it can only send messages to a limited number of Customers as per the limit set by Dotpe or other third parties (including Meta) from time to time.
  • (f) Merchant acknowledges and accepts that the Customer shall have the sole right to mark the Merchant’s WhatsApp Business Account as spam and in such scenario, Merchant shall not be able to send such Customer(s) any messages from such WhatsApp Business Account. Such increase number of reported spam shall also affect the verification of WhatsApp Business Account and/or limit to send WhatsApp Notification to the Customer.
  • (g) Merchant acknowledges and accepts that WhatsApp business account services provided by Dotpe is subject to third party application(s) downtime (including Meta’s downtime) and Dotpe shall not liable/responsible of such downtime.
  • (h) Merchant explicitly acknowledges that, in addition to compliance with the terms and conditions of the Conditions, the Merchant agrees and undertakes to comply with the terms of service as formulated by the concerned third-parties (including the terms of service of Meta as available at https://www.whatsapp.com/legal/business-terms/ and https://www.whatsapp.com/legal/business-solution-terms, and as amended by Meta from time to time (“WhatsApp Terms”). The Merchant hereby agrees that the WhatsApp Terms forms an integral part of the Conditions, non-compliance of which shall be treated as a default under the Conditions, leading to an immediate suspension/discountenance/termination of the WhatsApp business account services. The WhatsApp Terms may be updated and/or revised from time to time at sole discretion of Meta, the Merchant hereby agrees and confirm to periodically review the WhatsApp Terms and to comply with the revised terms.
• Definitions:
  • “Merchant WhatsApp Business Account” or “WhatsApp Business Account” shall mean the WhatsApp account created for Merchant by Meta.
  • “WhatsApp Notification” shall mean notification on the WhatsApp mobile number of the recipient/Customer, which will be facilitated by Dotpe as part of the WhatsApp business account services.

ANNEXURE E

Dotpe Digital Showroom Services

• Digital Showroom services shall be rendered by Dotpe subject to the terms and conditions provided at https://digitalshowroom.in/, as amended by Dotpe from time to time in its sole discretion.
• In case of any conflict between the provisions of the Conditions and Digital Showroom website/application, the terms of the Digital Showroom website/application shall prevail.

ANNEXURE F

Insurance

• Dotpe, through a registered insurance company/broker, is providing insurance to the Merchant which shall be governed by the terms and conditions of the concerned third-party insurance company/broker. In this regard, Dotpe merely acts as a facilitator in connecting the Merchant with the concerned insurance company/broker. The Merchant shall contact the insurance company directly for any claims or disputes.
• It is hereby clarified that Dotpe shall not be held liable in case of partial acceptance or denial of the claim by the insurance company. Before taking the insurance, the Merchant shall read the terms and conditions of the insurance policy.