Terms of Use — Merchant Agreement

This Merchant Agreement ("Agreement") is between you (company / individual / firm / partnership / body corporate), together with any entity you represent ("Merchant", "you", or "User"); and Parcelace Tech Solutions Private Limited, a company registered under the Companies Act, 2013, having its registered office at N-161, Saira Tower, Gautam Nagar, Near Green Park Metro, New Delhi-110049, offering logistics management services as a logistics aggregator under the name "ParcelAce" ("PTSPL", "we", "our", or "Company").

Each Party represents and warrants that it has all necessary rights, powers and authority to enter into and perform this Agreement; and that doing so shall not violate any applicable law or breach any agreement to which it is bound.

This Agreement comes into effect when you register to use the Services, or click on "Continue", "Next", or any similar acceptance button.

• By registering or clicking the acceptance button, you signify your absolute, irrevocable and unconditional consent to all provisions of this Agreement.
• This Agreement constitutes a legally binding agreement between you and PTSPL. Questions may be directed to founder@parcelace.io.
• You must not avail the Services if you do not understand or agree to abide by all terms. Any violation may result in legal liability.
• The Services provide access to a platform facilitating logistics and e-commerce operations within India and in countries designated by PTSPL from time to time.
• PTSPL reserves the right to modify the terms of this Agreement at any time without prior notice. Continued use constitutes acceptance of modified terms.
• Any additional terms, SOPs, SLAs, disclaimers and other policies shall form an integral part of this Agreement. Any breach thereof shall constitute a breach of this Agreement.
• Access to the Services is provided solely at PTSPL's discretion.

This is a master agreement governing the Parties' relationship in relation to services offered by PTSPL, subject to the terms in Annexure-1. PTSPL authorises you to access the Website / Mobile App solely for ordering, receiving, delivering and communicating under this Agreement.

• Nothing in this Agreement constitutes a partnership between the Parties, nor makes any Party the agent of another.
• You shall not transfer, sub-license, lease, assign or otherwise share your right to use the Services to any third party.
• You are solely responsible for ensuring all authorised users comply with this Agreement. Violations by such users are deemed violations by you.
• Multiple users are not permitted to share the same login. You are responsible for maintaining the confidentiality of your account credentials.
• All information provided to PTSPL must be true, accurate, correct, complete and up to date. Phone numbers used to register must be registered in your name.
• You agree not to use the Services for any unauthorised or unlawful purpose, or to impersonate another person.
• You agree to use the Services only for purposes permitted by this Agreement and applicable law.
• You agree not to engage in any activity that interferes with or disrupts the Services or connected servers and networks.
• You expressly acknowledge that your use of the Services is at your sole risk. Services are provided "as is" and "as available".
• All content on the Website and Mobile App is the sole property of PTSPL and is protected under applicable intellectual property laws.

• You will pay PTSPL the fees and amounts set forth in this Agreement or as otherwise agreed.
• For subscription-based services, you authorise PTSPL to charge applicable fees at the beginning of every subscription period and to modify the fee structure as required.
• Billing credentials provided must be accurate and lawfully owned by you.
• You are solely responsible for all taxes, legal compliances, and statutory registrations under applicable law.
• All fees are exclusive of GST and other statutory taxes unless otherwise specified.
• Payment is considered complete only upon receipt of full fees into PTSPL's designated bank account.
• PTSPL shall raise invoices twice per calendar month (mid-month and end-of-month). Invoices must be cleared within 7 days.
• For non-connectivity claims, a signed manifest must be submitted within 3 days from the pickup date.

Consequences of Late Payment

If the User fails to pay the full invoice amount by the due date, PTSPL has the right to: (i) retain and adjust COD Amounts against outstanding charges within 30 days; (ii) retain custody of shipments and dispose of them within 30 days; (iii) levy interest at 18% per annum from the due date; and/or (iv) forfeit any security deposit held by PTSPL.

The User agrees to indemnify, defend and hold PTSPL, its affiliates, officers, directors, employees, contractors and agents harmless from and against all claims, liabilities, costs, damages and expenses arising from: (a) User's use of the Services; (b) violation of this Agreement or applicable law; (c) wrongful or negligent acts or omissions of the User; (d) any third-party claim made against PTSPL by reason of User's actions; and (e) any duties, taxes, cess or levies imposed on the shipments.

Limitation of Liability

• PTSPL disclaims all liability arising out of the User's use or reliance upon the Services to the fullest extent permitted by law.
• PTSPL shall not be liable for any direct, indirect, special, incidental, consequential, exemplary or punitive damages — including lost business or lost sales.
• PTSPL shall not be responsible for loss of COD amounts due to forcible snatching by the buyer/customer. Such incidents are the sole responsibility of the User.
• The User undertakes to resolve buyer disputes within 24 hours of their being raised. Failure authorises PTSPL to hold COD remittance until disputes are rectified.

Each Party may be given access to Confidential Information from the other Party. The Receiving Party acknowledges that such information is received on a confidential basis and that all Intellectual Property rights therein remain with the Disclosing Party.

The Receiving Party shall: (i) use Confidential Information only for performing obligations under this Agreement; (ii) treat it as strictly confidential using no less care than it uses for its own confidential information; (iii) not disclose it to any party other than those who need to know for the purposes herein; (iv) not copy or reproduce it without prior written consent; and (v) upon termination, return all originals and copies or confirm destruction thereof.

• All Intellectual Property rights in materials developed by PTSPL and provided to the User shall vest with PTSPL.
• All Intellectual Property rights in material created by the User for the performance of Services under this Agreement shall vest with PTSPL.
• Intellectual Property already developed and/or owned by each Party shall continue to vest with that Party.
• Third-party Intellectual Property rights are the exclusive property of their respective owners.

The User agrees and undertakes that during the term of this Agreement, and for a period of 36 months thereafter, it shall not directly or indirectly solicit or persuade any client, customer, supplier, vendor or partner of PTSPL to cease doing business or reduce the amount of business with PTSPL.

This Agreement shall come into force from the date the User started procuring Services and shall remain in existence until terminated by either Party.

User Termination

The User may request termination at any time with 30 days' prior written notice. All outstanding dues must be cleared before termination is effective.

PTSPL Termination Rights

PTSPL reserves the right to immediately terminate this Agreement where: (i) the User breaches any terms; (ii) PTSPL believes the User's actions may cause legal liability; or (iii) PTSPL deems fit for its own convenience, without providing any reason.

PTSPL may restrict, suspend or terminate the account of any User who abuses or misuses the Services. Misuse includes creating multiple or false profiles, infringing Intellectual Property rights, violating any terms of this Agreement, or any other behaviour PTSPL deems contrary to its purpose. PTSPL has a policy of terminating accounts of repeat infringers. PTSPL may also act upon request or instructions of its courier partners.

This Agreement is governed by the laws of India. The courts of New Delhi shall have exclusive jurisdiction to determine any disputes.

Dispute Resolution Process

• Step 1 — Mediation: PTSPL at its sole discretion shall appoint a mediator to attempt to amicably resolve the dispute.
• Step 2 — Arbitration: After 15 days or upon failure of mediation (whichever is later), disputes shall be resolved by arbitration in New Delhi in accordance with the Arbitration and Conciliation Act, 1996, in the English language, before a sole arbitrator appointed by PTSPL. The arbitrator's decision shall be final, conclusive and binding.

The invalidity or unenforceability of any provision shall in no way affect the validity or enforceability of any other provision. The Parties shall immediately negotiate in good faith to replace any invalid provision with one that has, as far as possible, the same legal and commercial effect.

Neither Party shall be liable for any failure or delay in performance due to a Force Majeure Event. The affected Party shall promptly notify the other Party. If performance is prevented for more than 30 days, the other Party may release the affected Party from its obligations or modify the relevant provisions. If the Force Majeure Event continues for more than 60 days, the affected Party may terminate this Agreement with written notice.

This Agreement, its annexures, and any other documents contemplated herein set out the entire agreement between the Parties. Unless otherwise decided by PTSPL, annexures supersede all prior discussions and correspondence. SOPs/SLAs issued in furtherance of this Agreement shall supersede the provisions of the Agreement and annexures.

• The rights and obligations herein shall not be assigned by the User without PTSPL's consent.
• Provisions intended to survive termination shall continue to bind the Parties after termination.
• No failure or delay in exercising any right or remedy shall operate as a waiver thereof.
• The Parties shall be entitled to seek specific performance of this Agreement in addition to any other rights and remedies.
• Neither Party shall be liable for loss of income, loss of profits, loss of contracts, or any indirect or consequential loss — save as expressly provided otherwise.

PTSPL is the author and owner of the ParcelAce Platform, providing Users an automated shipping panel integrated with courier partners. The User agrees that PTSPL provides logistics services and it is PTSPL's subcontracted logistics partners who perform the actual pickup and delivery of shipments.

• Shipments shall be picked up by PTSPL's logistics partner from the User's registered locations.
• Tracking numbers and logistics partners are assigned by an automated process based on pickup/delivery pin codes and shipment type.
• Users shall display prominently on the package a shipping label with full details — order number, consignee details, product details, return address, gross value, and collectable value for COD shipments.
• All shipments handed over must be in tamper-proof packing of the User's own brand.
• The User is solely responsible for compliance with all statutory requirements applicable to the booking and sale of shipments.
• PTSPL is a mere service provider to the User — not a seller, retailer, stockist or distributor. All activities are performed based on specific instructions from the User.

• Ensure proper, tamper-proof and damage-proof packing of all products.
• Use good quality branded tapes. In case of generic tapes (brown/plain/transparent), PTSPL shall have no responsibility for pilferage, damage, tampering, or leakage.
• Be ready with packed orders when the courier person arrives. All pickups must be logged before the cut-off time directed by PTSPL's customer support team.
• Collect the signed copy of the shipping manifest as proof of handover.
• Use only AWB numbers generated from the ParcelAce administration panel.

• Insert the invoice in the package before handover. The invoice must comply with all applicable laws including GST-related rules.
• Services are only available for locations registered on the User's panel.
• The User shall not book or handover any shipment containing cash, jewellery (excluding artificial), gold, silver, diamond, platinum, precious metals or stones, currency, bullion, financial instruments, or reactive, hazardous or dangerous items.

Damage Claims

• For damaged/pilferaged/tampered shipments, the receiver must note negative remarks on the POD copy. No claim shall be entertained without such remarks.
• Claims for damage/pilferage/tampering are only entertained if the outer packaging done by the shipper has been damaged or tampered. If outer packaging is intact, no such claims shall be entertained.
• No dispute regarding damage/pilferage/fake delivery shall be entertained after 48 hours from delivery. No POD request shall be entertained after 72 hours from delivery/RTO.
• Correct and complete address details and all relevant documents (including e-way bill and GST invoice where applicable) must be provided at the time of booking.

• Applicable shipping rates are charged as per the current prevailing rate on the website or as agreed between the Parties.
• PTSPL reserves the right to apply charges over and above base rates. GST and other taxes apply as per applicable law.
• Volumetric weight is calculated as L×B×H ÷ 4000 (dimensions in cm, result in kg). Dead weight or volumetric weight — whichever is higher — is used for rate calculation.
• If declared weight is less than actual weight, shipping charges will be revised. The User has 7 working days to accept or reject the updated weight. If no action is taken, the updated weight is auto-accepted.

• Users must deposit an amount into their ParcelAce account to use Services under the prepaid model. Recharge is done by clicking "Add Money" in the dashboard.
• A minimum of 0.5 kg (or multiples thereof) is charged for air shipping.
• If the invoice amount exceeds the credit balance, the freight invoice is marked as unpaid and shipping will be suspended until the unpaid invoice and new shipping credit are recharged.
• If the invoice amount is less than the credit balance, it is automatically adjusted and marked as paid.
• Invoice disputes must be raised within 5 working days of the invoice date.
• The credit balance is available for booking shipments for 1 year from the last shipment date. PTSPL has the unconditional right to forfeit credit balance after 3 years of inactivity.

• PTSPL may grant a rolling credit limit to the User based on shipment history. Users may increase their credit limit by recharging their wallet.
• PTSPL reserves the right to adjust the used credit limit amount from the upcoming remittance of the User.
• A minimum of 0.5 kg (or multiples thereof) is charged for air shipping.
• Invoice disputes must be raised within 5 working days of the invoice date.
• The credit balance is available for 3 years from the last shipment date. PTSPL has the unconditional right to forfeit such balance after 3 years of inactivity.

• PTSPL reserves the right to return products/shipments not accepted by the customer for any reason whatsoever.
• RTO charges apply as per the prevailing rate on the live calculator in the User's admin panel.
• The User must ensure returned products are accepted at the registered location(s).
• In case of non-acceptance of an RTO shipment, PTSPL reserves the right to levy demurrage/incidental charges for extended storage beyond 7 business days from RTO initiation and up to 45 days.

A "Reverse Pickup" means collection of products by PTSPL from the customer's address and delivery at a mutually agreed location.

• Reverse pickup charges apply additionally as per the then-prevailing rates.
• In Non Quality Check (Non QC Reverse) reverse pickups, no item exchange request will be entertained.
• Maximum Liability for Reverse Shipments: INR 1,000 or 50% of invoice value — whichever is lower.
• Quality Check Reverse Shipment services require specific opt-in by emailing founder@parcelace.io.
• PTSPL and its logistics partners shall not be responsible for verifying the contents of closed box reverse pickup shipments. PTSPL shall not be liable for any shortage or damage unless caused solely due to PTSPL's gross negligence.

• For COF (Certificate of Facts) requests made within 7 days of the declared loss/damage date, PTSPL shall only be required to arrange the COF and will not be required to pay additional compensation. COF issuance may take 7–15 working days.
• Pickup TAT is 48–72 working hours from booking.
• PTSPL shall not be liable for liquid, glass or fragile items.
• Damage/pilferage/tampering must be reported in writing within 48 hours of delivery. Loss/theft must be reported within 30 days of pickup.
• For high-value shipments, Users are advised to create an unboxing video. Without an unboxing video, damage/exchange claims cannot be verified or accepted.

ParcelAce services remain active until 10 days from the date of the last unpaid invoice. Termination must be requested before the next billing cycle starts; otherwise the cancellation request does not count. There is no pro-rated refund of the remaining service period in the current billing cycle.

Termination requests must be sent by email to founder@parcelace.io with: (i) name of the User; (ii) name of the store & Company ID; and (iii) reason for termination.

• Due to operational, weather, holiday, transportation or other constraints, delivery may get delayed. Such delay shall not give rise to any cause of action against PTSPL.
• PTSPL reserves the right to cancel the pickup for any shipment due to on-ground operational challenges.
• PTSPL reserves the right to return shipments to origin (RTO) due to operational constraints.
• For exchange claims where a shipment is broken in transit, an unboxing video is mandatory. Without an unboxing video, no claim can be verified or accepted.
• Broken or tampered outer packaging must be noted on the POD at the time of receipt.
• For shipments marked as delivered but not received, the issue should be raised within 2–3 working days.
• Fraud pertaining to delivery must be reported within 3 working days from delivery. PTSPL shall not be obliged to share POD after this period.
• For OTP Verified Delivery, no physical signatures are required and no manual signed POD will be offered.

Dangerous Goods (Not Permitted for Carriage)

Restricted Items

PTSPL has a zero tolerance policy with respect to counterfeit or fraud products/shipments (including products which are fake, cloned, duplicate, or misrepresented in origin or quality). PTSPL conducts all business activities in compliance with the laws of India and with the highest ethical standards.

In the event PTSPL believes you or your customers are shipping/selling counterfeit or fraud products, PTSPL may: (i) seize such product/shipment; (ii) report the incident to the appropriate government authority or police station; (iii) blacklist you/your customer; (iv) block/retain/adjust all COD amounts; (v) seize and dispose of all products lying with PTSPL/its courier partner after 30 days from seizure; and/or (vi) forfeit the entire security deposit.

Disputed Shipments

PTSPL, at its sole discretion, shall have the right to levy damages/charges (plus applicable GST) on shipments/cases disputed by courier companies, the User's customers, or any third party including governmental authorities. The amount of such damages shall be decided by PTSPL at its sole discretion and may vary from case to case.

Shipping Non-Essential Items in Government Prohibited Areas

In the event PTSPL believes you are shipping or have shipped non-essential items in restricted/prohibited areas (such as red zones or containment zones declared by the Central or State Governments of India):