BUSINESS ASSOCIATE TERMS AND CONDITIONS

This document is an electronic record in terms of Information Technology Act, 2000 and rules thereunder as applicable and the provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures. By clicking on the “I ACCEPT” button, You are consenting to be bound by these Business Associate T&C for using the Portal and providing the Services (defined below). PLEASE ENSURE THAT YOU READ AND UNDERSTAND ALL THESE BUSINESS ASSOCIATE T&C BEFORE YOU USE THE SERVICE OF THE PORTAL, AS YOU SHALL BE BOUND BY ALL THE BUSINESS ASSOCIATE T&C CONTAINED HEREIN upon clicking on the “I ACCEPT” button. If You do not accept any of the Business Associate T&C, then please do not use the Portal or avail any of the services being provided therein. YOUR AGREEMENT TO THE BUSINESS ASSOCIATE T&C SHALL OPERATE AS A BINDING AGREEMENT BETWEEN YOU AND RUNNR IN RESPECT OF THE SERVICES OF THE PORTAL.

Your engagement with Runnr to use the services of the Portal are subject to your acceptance of these Business Associate T&C. Company reserves the right, at its sole discretion, to change, modify, add or remove these Business Associate T&C, in part or in whole, at any time, without prior notice to You. It is Your responsibility and duty to check the Business Associate T&C periodically for changes. Your continued use of the Portal following the posting of changes will mean that You accept and agree to the changes. As long as You comply with these Business Associate T&C, the Company grants You a personal, non-exclusive, non-transferable, limited privilege to enter and use the service on the Portal.

1. DEFINITIONS

“Acceptance” means your affirmative action of clicking on the box against the words “I Accept” provided at the end of these Business Associate T&C, by which action, you unequivocally accept the Business Associate T&C and any modifications thereof;

“Applicable Laws” shall mean and include any law, statute, ordinance, rule, regulation, guideline, policy or other pronouncement having the effect of law in India, as in effect or which may come in effect on a future date;

“Business Associate” or “ You” or “ Your” or “ Yourself” shall mean an individual who has an account with Runnr and who has signed the Delivery Services Agreement for the provision of Services;

“Business Associate Information” shall mean and include any personal data collected from the Business Associate including know your customer documents with Business Associate’s bank, copies of valid government issued vehicle registration certificate, vehicle insurance copy, driving license, identity proof, residence proof, location data, proof of ownership of Business Associate Vehicle and any other relevant information at Company’s discretion;

“Business Associate Vehicle” shall have the meaning assigned to it in Clause 5(i);

“Commission” shall mean the payment payable to the Business Associate at such rate as prescribed in Annexure B hereto or the revised rate as may be notified to You from time to time in accordance with the Business T&C;

“Company” or “Runnr” or “We” or “Us” or “Our” shall mean Carthero Technologies Private Limited, a company incorporated under the Companies Act 2013, and having its corporate office at 93, 4 th Floor, Salarpuria Business Center, 4th B Cross, Block 5, Koramangala Industrial Layout, Bangalore -560095 which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include all our successors, affiliates and permitted assigns;

“Delivery Services” shall have the meaning assigned to it in the Delivery Services Agreement;

“Delivery Services Agreement” shall mean the agreement entered into between Runnr and the Business Associate pursuant to which the Business Associate has agreed to provide Services in accordance with these Business Associate T&C, as amended from time to time;

“Goods” shall mean the food and/or beverage and/or product that the Delivery Associate is assigned to deliver from one place to another;

“Intellectual Property Rights” shall mean and include the copyright ( whether registered or not), patents including rights of filing patents, trademarks, trade names, trade dresses, house marks, collective marks, associate marks and the right to register them, designs ( both industrial and layout), geographical indicators, moral rights, broadcasting rights, displaying rights, distribution rights, selling rights, reproducing rights, domain names, internet address, graphics, artwork, links, information, logos, software, configuration, marketing and distribution material and any other intellectual property right in the website of Company, and Portal, which are used and/or owned by Company;

“Lead Business Associate” shall mean a person designated by Runnr responsible for ensuring all questions and queries of Business Associates operating within a defined territorial area are answered as well as providing all necessary operational support that such Business Associates may require;

“Portal” shall have the meaning assigned to it in the Delivery Services Agreement. It shall also include for all purposes the mobile interface provided to the Business Associate wherein all the back-end technology is incorporated to enable the Business Associate to provide Services as well as enable Runnr, to track the orders and other relevant information and shall include such other URLs as may be specified by Runnr from time to time;

“Services” shall have the meaning assigned to it in the Delivery Services Agreement;

“Termination Date” shall mean the date on which these Business Associate T&C and Delivery Services Agreement shall stand terminated;

“Terms and Conditions” or “Business Associate T&C” refers to these Business Associate Terms and Conditions, which are available on the Portal, as may be amended from time to time;

“Merchant” shall have the meaning assigned to it in the Delivery Services Agreement.

Unless the context of these Business Associate T&C otherwise requires:

A word or an expression, which denotes a natural person shall include an artificial person ( and vice versa), any one gender shall include the other genders, the singular shall include the plural ( and vice versa).

Heading and bold typeface in these Business Associate T&C are for convenience only and shall be ignored for the purposes of interpretation.

The use of the word “including” followed by a specific example(s) in these Business Associate T&C, shall not be construed as limiting the meaning of the general wording preceding it.

The rule of construction, if any, that a contract should be interpreted against the parties responsible for drafting and preparation thereof, shall not apply.

Reference to any clause, article, section or schedule shall mean a reference to a clause, article, section or schedule of these Business Associate T&C, unless specified otherwise.

Reference to any Applicable Law shall mean a reference to that Law as amended, consolidated, supplemented or replaced.

2. APPLICABILITY OF BUSINESS ASSOCIATE T&C

These Business Associate T&C together with the Delivery Services Agreement shall be deemed to be incorporated by way of reference into these Business Associate T&C and shall form the complete understanding between the Parties. By accepting these Business Associate T&C, You acknowledge and agree to the Business Associate T&C, the Commercial Term Segment, Runnr policies that Runnr makes applicable to You from time to time, to the fullest extent possible.

Unless defined herein, the words, phrases and capitalized terms, which are contained or referred to in these Business Associate T&C, shall be construed as having the meaning thereby attributed to them in the Delivery Services Agreement.

3. SERVICE AND COMMISSION

Subject to terms and conditions contained in these Business Associate T&C, the Business Associate agrees to provide Services to the Company to the best of his abilities.

At the time of onboarding, the Business Associate shall, at the sole discretion of Company, be required to pay either (i) an onboarding fee(“ Onboarding Fee”) to Company of such amount and in such manner as prescribed by the Company from time to time, or (ii) an interest free refundable security deposit (“Security Deposit”) to Company, of such amount and in the manner prescribed by the Company from time to time. In addition, the Company shall charge additional fees from the Business Associate for any additional training and support services provided by the Company (“Training and Support Fees”). To enable the Business Associate to render Services, Company may provide the Business Associate with certain assets including, but not limited to, the Portal on the Business Associate’s smart phone; bags etc. Upon termination of these Business Associate T&C and the Delivery Service Agreement, the Security Deposit, if any, shall be refunded to the Business Associate by the Company after the assets are returned to the Company in usable condition. In the event the asset returned by the Business Associate is not in usable condition, the Company shall deduct such amount as provided in Annexure A to these Business Associate T&C. The Parties understand that the decision of Company whether an asset is usable or not shall be final and binding on the Business Associate.

The amount of Training and Support Fees, Onboarding Fee and Security Deposit shall be determined by the Company and may be revised from time to time at the sole discretion of the Company and the Business Associate shall, at the sole discretion of the Company, be required to pay either the Onboarding Fee or deposit the Security Deposit which is prescribed at the time of his joining in the city of his joining.

The Business Associate shall create a log-in ID in the Portal to be able to render Delivery Services. The Business Associate acknowledges that the sign-in details, including the username and password, are confidential and, accordingly, shall not share them with any third party, without specific approval from Company.  

The Business Associate shall have access to the Portal at all times unless there is a technical glitch or if the Portal is being updated. Once logged-in, the Business Associate shall receive orders from different Merchants, which he shall fulfill/ perform in accordance with these Business Associate T&C to receive his Commission.

The Business Associate further confirms and acknowledges that by logging-in the Portal, he agrees to be tracked by the Company team via GPS enabled technology. The Business Associate further agrees that logging-in the Portal shall be deemed acceptance of the Business Associate’s intention to accept orders to render the Delivery Services mentioned herein.

All reasonable attempts shall be made by the Business Associate to pick-up the order from the Merchant as quickly and efficiently as possible and deliver it to the Merchant’s customer.

In consideration for the Delivery Services rendered by the Business Associate, We shall pay a Commission to the Business Associate.

The Parties acknowledge that the Commission shall be subject to multiple factors, some of which may not be in either Party’s control.

In case the Company cannot ensure a minimum order quantity to keep the Business Associate busy to earn their Commission, Company may give in its sole discretion, a minimum guaranteed payment to the Business Associate for logging-in the Portal and being available to render Delivery Services. The amount of such minimum guarantee shall exclusively be decided by the Company and may apply to selective Business Associates. Further, it is clarified that offering minimum guaranteed amount is purely at the sole discretion of the Company and the Business Associate cannot claim it as a matter of right.

The Business Associate understands and agrees that Company has a right to change/revise the commission at its sole discretion. The revision/change shall be communicated to the Business Associate through e-mail sent on the registered e-mail address of the Business Associate or through an SMS sent to the registered mobile number of the Business Associate or via a notification on the Portal. If the Business Associate continues to login after that, it shall be presumed that the Business Associate has accepted the revised rate of commission.

The Company may roll out from time to time temporary incentive structure(s) or deduction(s) that may be based on parameters such as quality of the Delivery Service, which will be informed to the Business Associate, through an SMS sent to his registered mobile number or via a notification on the Portal, and the same shall be deemed as accepted by the Business Associate.

Notwithstanding anything contained in these Business Associate T&C, there shall be no obligation on the Business Associate to work a minimum number of hours/days for Company. The Business Associate acknowledges that it has flexible timings and can chose to log-in the Portal anytime he wants and for howsoever long he wants, as per his sole discretion. The Company shall also not supervise the actions and conduct of the Business Associates unless they are in gross violation of their duty to render Delivery Services under these Business Associate T&C or the Delivery Services Agreement. All queries and questions raised by the Business Associate, including but not limited to how to pick-up an order, directions for the delivery address, manner to keep and store the Goods while in transit shall be directed to a Lead Business Associate for the particular area from where the Business Associate is operating to render the Delivery Services.

4. OBLIGATIONS OF BUSINESS ASSOCIATE

The Business Associate shall use his personal vehicle (“Business Associate Vehicle”) for providing Services. No vehicle of any kind shall be provided by Company under any circumstances.

The Business Associate shall ensure that the Business Associate Vehicle is well maintained and in good condition so that there are no delays in rendering Services.

All expenses incurred in maintaining, running and riding the Business Associate Vehicle shall be borne exclusively by the Business Associate unless otherwise agreed by the Company.

The Business Associate shall hold and possess a valid driving license and a valid registration number for the Business Associate Vehicle, which are up to date and in subsistence throughout the Term of these Business Associate T&C. Copies of the driving license as well as the registration certificate of the Business Associate Vehicle, including any other Business Associate Information, shall be handed to the Company before commencing Services or at any other time deemed appropriate by the Company.

The Business Associate shall have a valid adequate insurance coverage to the Business Associate Vehicle.  Business Associate shall ensure that the insurance is valid, up to date and in subsistence throughout the Term of these Business Associate T&C. A copy of the insurance policy shall be given by the Business Associate to the Company. The Business Associate further confirms that all premium payments towards the insurance policy shall be paid exclusively by the Business Associate. Under no circumstances shall Company be liable to pay towards the insurance.

During the course of providing Services, the Business Associate shall conduct himself with honesty, discipline and in accordance with the policies and instructions of the Company, whether presently in force or adopted in the future, including but not limited to safety, driving rules, etc. The Business Associate shall also comply with all Applicable Laws including the provisions of the Motor Vehicles Act, and its corresponding rules.

Business Associate shall not commit fraud / do any fraudulent orders while providing Services, to gain undue advantage. Business Associate agrees and acknowledges that in case the Company believes that the Business Associate committed fraud / did fraudulent order while providing Services, the Company shall, in addition to its right to terminate these Business Associate T&C, in its sole discretion reserve the right to (a) disable the Business Associate from providing Services through the Portal for such time as it deems fit and /or (b) deduct the undue gain made by the Business Associate through the fraudulent orders from the payout including incentives thereof and/or the Security Deposit, if any. This right to withhold payout including incentives thereof may also be exercised by the Company in the event service parameter guidelines, as prescribed by the Company from time to time, is not met.

At no time whatsoever shall the Business Associate tamper, damage, open or do anything to the Goods that it is not specifically permitted to do. In case the Business Associate is held guilty of tampering, damaging or opening the Goods, the Company shall have the option to recover its loss, if any, from the Commission payable to the Business Associate, in addition to take appropriate action under Applicable Law.

The Business Associate shall use his cash, exclusively and solely for the purpose of picking up orders where the Merchant’s customer has opted for cash-on-delivery or has not done prepaid payment for the Goods ordered. In order to effect delivery, the Business Associate shall collect the original receipt from the Merchant and re-collect its payment from the Merchant’s customer by handing the original receipt.

The Business Associate shall maintain the welcome kit in good condition at all times and immediately return it to Company, upon the termination of these Business Associate T&C. In the event the assets is not returned or not returned in a condition acceptable to the Company, the Company retains the right to set-off the value of the welcome kit against the Security Deposit (if any) and / or commission payable to the Business Associate.

The Business Associate shall execute the Delivery Services by himself and shall not delegate the same to any individual or third party.

The Business Associate is not entitled to claim reimbursement of hospitalization/ hospital bills that may be incurred by the Business Associate while rendering Delivery Services or incurred by his family members for any unfortunate accidents or severe illness, during the subsistence of these Business Associate T&C and Delivery Services Agreement.

5. OBLIGATIONS OF THE COMPANY

In case any withholding tax has to be deducted from the Commission, the Company shall deduct the same and provide the Business Associate with adequate proof of depositing the said withholding tax with the Indian tax authorities in accordance with the Income Tax Act, 1961.

All reasonable and financially prudent measures shall be taken by the Company to ensure sufficient flow of orders from Merchants to allow the Business Associates to earn maximum Commission.  

6. BUSINESS ASSOCIATE INFORMATION

The Company may collect Business Associate Information at the time of execution of these Business Associate T&C or at any time thereafter, to establish the identity of the Business Associate. The Company reserves the right to store, process, access and use the Business Associate Information for business purposes and needs, background check, verification, marketing, service, development, analytics, research, and any other purpose as the Company may deem fit and in accordance with Applicable Laws. The Business Associate hereby expressly consents to such collection and use of Business Associate Information.

Subject to Applicable Laws, the Company may provide to a third party, governmental agency, judicial body, any Business Associate Information or information relating to Business Associate Services, if there is a complaint, dispute or conflict, including any accident involving a Business Associate on one hand and end-consumer, or a third party on the other hand;

7. INTELLECTUAL PROPERTY RIGHTS

The Parties hereby agree that all Intellectual Property Rights shall be in absolute ownership, possession and control of Company and the Business Associate is only permitted to use such Intellectual Property Rights in connection with Delivery Services rendered under these Business Associate T&C as are specifically permitted by the Company. The Parties hereby clarify that no license or rights is granted in the Intellectual Property Rights to the Business Associate under these Business Associate T&C, by implication or otherwise.

Notwithstanding anything contained in these Business Associate T&C, in the event the Business Associate uses the Intellectual Property Rights in such manner so as to license, sub-license, create derivative Intellectual Property Rights, use it otherwise not being in connection with Delivery Services rendered under these Business Associate T&C, the same shall constitute a breach of these Business Associate T&C and the Company reserves its rights to resort to legal proceedings against the Business Associate for recovering damages and losses suffered or likely to be suffered.

8. REPRESENTATIONS AND WARRANTIES

8.1 The Business Associate represents and warrants as follows:

The Business Associate is capable of entering in the present Agreement, pursuant to the Indian Contract Act, 1872 and is not below the age of 18 years as on the Effective Date.

All Business Associate Information provided shall be true and correct and no information that could impact the Business Associate’s performance to render Delivery Services pursuant to these Business Associate T&C and shall not be hidden from the Company anytime during the subsistence of these Business Associate T&C.

The welcome kit shall be used in a prudent manner, so as not to destroy or damage any of its contents.  

The Business Associate has not been convicted by any court in India or any other country of any crimes including but not limited to involving moral turpitude. Further, the Business Associate is not a party to any pending litigation, which shall materially affect Your obligations under these Business Associate T&C.

Upon receiving any order to render Delivery Services after logging-in the Portal, the Business Associate shall act and perform his role in an ethical manner and to the best of his abilities by ensuring a timely pick-up and delivery. In case of any delays due to traffic, the Business Associate shall inform the Merchant and/or the Merchant’s customer and follow instructions as given by them.

The Business Associate acknowledges that the goodwill and reputation of Company is at stake with how effectively and efficiently the Business Associate renders Delivery Services pursuant to these Business Associate T&C. Accordingly, the Business Associate shall not do any act that hampers the Company’s name and brand value in the market and undertakes to be in compliance with Applicable Laws at all times and protect the brand image, business reputation or any other asset/property of the Company.

Upon receipt of the Goods from the Merchant, the Business Associate shall not tamper, open or damage them in any manner, or do any other act that he is specifically not permitted to do.

While logged-in the Portal, the Business Associate shall not engage in any illegal activity or perform any actions that are contrary to Applicable Law.

All Confidential Information procured shall at all times be kept confidential and used only for the limited permitted purposes of rendering Delivery Services.

8.2 The Company hereby represents and warrants as follows:

It is fully capable of executing these Business Associate T&C and Delivery Service Agreement and has the necessary authority.

It shall not exercise operational supervision on the activities of the Business Associate as they are free to determine how to render Delivery Services so long as the Company’s reputation and goodwill is not damaged.

All Business Associate payments shall be promptly processed and credited in the bank account of the Business Associate in accordance to the payment terms and conditions set out in Section III of Annexure B to these Business Associate T&C.

All Business Associate Information procured shall be kept confidential and used only as per these Business Associate T&C and Delivery Services Agreement.

All reasonable attempts shall be made by the Company to ensure sufficient orders are placed on the Portal for the Business Associates to earn their Commission.

The Company shall make all reasonable efforts to ensure that the Portal is running at all times. However, it shall not be liable for any technical glitches or updates due to which a Business Associate is unable to log-in the Portal or receive orders.

9. TERMINATION

9.1 The Company reserves the right to terminate these Business Associate T&C and/or the Delivery Services Agreement and deny the Business Associate access to Portal at any time for any reason. The date on which the Business Associate’s access to the Portal is intentionally blocked by the Company shall be considered as the Termination Date of these Business Associate T&C and the Delivery Services Agreement.

9.2 Without prejudice to the generality of the foregoing clause, the Company reserves the right to terminate these Business Associate T&C and Delivery Services Agreement with immediate effect for:

Any breach of the terms of these Business Associate T&C or Delivery Services Agreement by the Business Associate;

failure to verify or authenticate Business Associate Information; and

any action or omission by the Business Associate which can cause legal or contractual liability for the Company including but not limited to fraudulent conduct, customer complaints, continuous unsatisfactory reviews by the Merchant or the Merchant’s customers, misconduct, negligence, and all other actions specifically prohibited under Applicable Laws.

The Company is also at liberty to terminate the contract at their discretion, where, in their opinion, continuance of the services of Business Associate is detrimental to the business interest of the Company due to the acts of the Business Associates, such as the following:

Misbehavior, rude behavior with the staff of the Company, Merchants, customers or any other persons associated with the Company.

Any acts involving criminal offence punishable under law, including physical assault, threatening any of the staff of the Company, person associated with the Company and any other persons.

Concealment of fact / material information while entering into contract with the Company.

Poor & irregular for work, meetings and failure to abide by the rules / terms of contract.

Drunk while on duty and drunken behavior.

Poor performance for two consecutive weeks. Performance includes - daily productivity, login hour, idle hours, number of deliveries completed, quality standards such as denying/ fast forwarding/ cancelling the order placed by a Merchant.

Commission of fraud/ misappropriation/embezzlement for undue monetary gain, which is against the interest of the Company.

Negligence in performing the duty, causing damage of moveable and immoveable assets of the Company, its employees, customers.

Indulging in spreading content through digital media, social networking sites, or any other form, which could be detrimental to the Company’s brand and its image.

Indulging in acts such as creating ruckus/ strike/ or any activity against the Company, which could be detrimental to the Company’s brand and its image.

Indulging in unauthorized disclosure of Confidential Information of the Company to external agency, person, company or organization.

Misuse of assets provided by the Company and welcome kits, which could be detrimental to the interest of Company’s brand and its image.

Absconding for more than 4 hours with any asset, delivery item, money or any other valuable item belonging to Company, its staff employees, customers, Merchant(s) and/ or its staff member(s), and customer(s).

Failure to abide by any of the rules and guidelines given by the Company as part of service quality standards and principles.

Doing any act unbecoming of a Business Associate.

In case the background check, whether wholly or partially, is found negative at any point of time during the term of these Business Associate T&C.

9.3 Upon termination of these Business Associate T&C and Delivery Services Agreement, the Business Associate shall return the assets, within 24 hours from the Termination Date. In case the Business Associate fails to do so, the Company shall forfeit the Security Deposit (if any) and shall further reserve the right to set-off the cost of assets against the Commission payable to the Business Associate.

9.4 Notwithstanding anything contained in this Clause, the Company reserves the right to recover any amounts due and owed by the Business Associate and take appropriate legal actions that may be available under Applicable Laws and equity for recovery of any amounts due.

9.5 In the event, the Business Associate leaves or absconds, the provision of Clauses 9.3, 9.4 or Annexure A to these Business Associate T&C shall apply.

9.6 In case the Business Associate intends to terminate these Business Associate T&C and the Delivery Services Agreement on his own, he has to intimate the Company in advance by giving a fifteen (15) days prior notice in writing, his intention to terminate the contract.

10. COMPLIANCE WITH APPLICABLE LAWS

The Business Associate agrees and consents to comply with all Applicable Laws at all times while providing the Delivery Services and while accessing the Portal.

11. AMENDMENT

The Company reserves the right to change, modify, reinstate, amend or delete any terms and conditions contained in these Business Associate T&C, without prior notice, at any time and in its sole discretion, by posting a change notice or a new agreement on the Portal. The Business Associate shall be responsible for keeping himself apprised and informed of the revised terms and conditions at all times.

12. RELATIONSHIP OF THE PARTIES

The Business Associate is an independent business contractor and this Business Associate T&C is a principal-to-principal contract. It shall not create any partnership, joint venture, employment, agency, franchise, sales representative or any vicarious and absolute liability relationship between the parties. It is clarified between the parties that neither of the parties shall be liable for any action or omission of the other party in any manner. It is clearly understood and agreed that under these Business Associate T&C no relationship of employer and employee exists between the Company and Business Associate. The Business Associate shall not have any claim for permanent employment or employment benefits under any statutes / local laws.

13. INDEMNIFICATION AND LIMITATION OF LIABILITY

You agree and undertake to indemnify and to hold harmless the Company its affiliates, successors, agents, assigns, and each of their directors, officers, employees, associates, agents, and representatives or any third party from and against any losses, damages, liability, claims, costs, penalty and expenses (including, without limitation, reasonable attorneys’ fees) incurred by reason of (i) any breach or alleged breach by You of your obligations, performance or observance of your role, functions, responsibilities, representations, or warranties under the Business Associate T&C and the Delivery Services Agreement; (ii) any violation of the Company’s policies; (iii) any act or omission that causes or may cause harm to the reputation and goodwill of the Company; (iv) any claim of violation of intellectual property of the Company or any third party by your usage of Intellectual Property Rights in a manner not permitted under the Delivery Services Agreement and these Business Associate T&C; (v) your misconduct or unauthorized access or use of the customer data on the Portal or by the transferring of such data to any third party or unauthorized disclosure or use of Confidential Information of the Company; (vii) any act of theft, fraud, negligence and misconduct by you; (viii) any damage to the Merchant’s or customer’s property or any asset; and (ix) any misbehavior towards the Merchant, customers or Company and its employees or tampering with the Goods while performing the Delivery Services.

You shall be liable to indemnify and hold Company harmless against all damages, losses, costs and expenses incurred by Company as a consequence of any complaint from any customer and/or Merchant received by Company with respect to any error or deficiency in the Delivery Services.

In addition to the indemnification rights of Company under these Business Associate T&C, the Company shall also be entitled to such other remedies available under Applicable Laws for breach of contract where time is of essence.

In no event will the Company be liable for any losses arising from or in connection with these Business Associate T&C and Delivery Services Agreement, pursuant to any claim by the Business Associate against Company under contract, tort or otherwise, if such losses could have been avoided by the Business Associate using reasonable efforts to mitigate them. Further, the Company shall also not be liable to the Business Associate in contract, tort or otherwise for indirect, special, incidental, exemplary, punitive, or consequential damages of any kind whatsoever even if advised of the possibility of such damages. Notwithstanding anything contrary contained elsewhere in the Agreement, the total cumulative liability of the Company to the Business Associate or to any person claiming under contract, tort, or otherwise, shall not exceed an amount of INR 10,000/- (Rupees Ten Thousand only).

The Company shall not be responsible or liable for any loss or damage, howsoever caused or suffered by the Business Associate arising out of the use of the Service offered by the Company to the Business Associate directly or indirectly, for any reason whatsoever, including but not limited to damage or loss caused to the Business Associate as a result of a Merchant/customer’s non-compliance, which includes, but is not limited to, any incorrectly placed voice instructions, malfunction, partial or total failure of any network terminal, data processing system, computer tele-transmission or telecommunications system or other circumstances whether or not beyond the control of the Company or any person or any organization involved in the above mentioned systems. Without prejudice to the above, the Company shall not be liable for any direct or indirect loss or damage, which may be suffered by the Business Associate as a result of any failure by a customer to show up within any stipulated time even if the Company has agreed to such timing or even if the customer has advised the Company of the possibility that he / she may not show up within the stipulated time.

14. SPECIFIC INDEMNITY

The Business Associate shall be solely liable for any and all accidents/incidents involving the Business Associate Vehicle, while providing the Delivery Services. The Company shall not be held liable for any such accidents/ incidents involving the Business Associate.

DISPUTE RESOLUTION

These Business Associate T&C and the Delivery Services Agreement shall be governed by laws of India.

The courts of New Delhi shall have exclusive jurisdiction over all disputes arising from these Business Associate T&C and the Delivery Services Agreement.

PENALTY

Notwithstanding anything contrary contained in these Business Associate T&C or Delivery Services Agreement, the Company shall reserve a right to charge You a penalty in the event You indulge in fraudulent activities while providing Delivery Services. The penalty may be deducted from the payments made to You by the Company.

MISCELLANEOUS

Force Majeure: Neither Party shall have any liability under or be deemed to be in breach of these Business Associate T&C or the Delivery Services Agreement for any delays or failures in performance of these Business Associate T&C and Delivery Services Agreement which results from circumstances beyond the reasonable control of that Party such as acts of god, fire, earthquake, tempest, flood, lighting, violence of any army or mob or enemies of the country.

Assignment: No rights or liabilities under these Business Associate T&C and Delivery Services Agreement can be assigned by any of the Parties hereto without the prior written consent of the other Party.

Entire Agreement: These Business Associate T&C shall be read along with Delivery Services Agreement supersedes all prior discussions and agreements (whether oral or written) if any, between the Parties with respect to the subject matter of these Business Associate T&C and the Delivery Services Agreement.

Term: These Business Associate T&C and the Delivery Services Agreement shall, unless specifically terminated in accordance with the provisions contained herein, be valid and effective from the date of the execution of the Delivery Services Agreement till such time that the Business Associate continues to remain enlisted with the Portal.

Waiver: No waiver of any part of these Business Associate T&C and the Delivery Services Agreement or consent to any departure from it by any Party shall be effective unless it is in writing. A waiver or consent shall be effective only for the purpose for which it is given. No default or delay on the part of any Party in exercising any rights, powers or privileges operates as a waiver of any right, nor does a single or partial exercise of a right exclude others.

Severance: Any provision of these Business Associate T&C and the Delivery Services Agreement which is invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without affecting in any way the validity, legality and enforceability of the remaining provisions hereof.

The Company retains the right to share the information provided by you with any financial lending institution(s) if you agree to the same, if it is proved within reason that you have availed a loan from them. You forego the right to claim any damages from the Company in the event any such financial facility has been availed by you. You also agree that the Company will not be liable for any damages arising as a result of such disclosure of your information. The Company retains the right to withhold pending payouts and terminate you on an immediate basis in such cases. 

Business Associate hereby acknowledges and agrees to the use of his/her photographs by the Company for certain purposes, which may include usage of the Business Associate's photographs in Company's internal communications and presentations, training materials, marketing and advertisement activities on various platforms, including without limitation, online advertisement, social media and offline advertisement. Business Associate hereby consents to sharing of his/her photographs by Company with third parties for the aforesaid purposes.

The information shared by Business Associate pursuant to this Agreement shall be used in accordance with thePrivacy Policy

CONFIDENTIALITY

Other than for provision of Services, Company does not share any other information of the Business Associate with third parties unless requisitioned by (i) government authorities or (ii) the Business Associate, whether orally or in writing (via email, SMS etc.) for any purpose whatsoever, including but not limited to availing loan from financial institutions, filing of tax returns etc.

Other than for the purpose of Services, the Business Associate must not disclose any confidential information about Company, including but not limited to these Business Associate T&C, its business strategies, pricing, revenues, expenses, customer data, Merchant data and order information to third parties. 

DISCLAIMER

The Company does not warrant that You will be able to use the Portal and/ or will be able to provide the Delivery Services at all times or locations on the Portal or that the Portal and the Services provided through the Portal will be uninterrupted or error-free or that the defects will be capable of being corrected by the Company in a timely fashion. Company’s Services, Portal, Device, the output generated there from, and all other technology developed by the Company are provided to you on an “AS IS” and “AS AVAILABLE” basis and the Company specifically disclaims all warranties and indemnities, express, implied or statutory, including without limitation any warranty of merchantability, fitness for a particular purpose, accuracy, completeness, or any other warranty arising from the course of performance or course of dealing.

ANNEXURE A

Service Fee: upto INR 1000/- (Indian rupees one thousand only), as prescribed by the Company from time to time.

Security Deposit: INR 1000/- (Indian rupees one thousand only) or as prescribed by the Company from time to time.

Company reserves a right to forfeit the Security Deposit, in the event the Business Associate absconds / does not do any order through the Portal for a period of sixty (60) consecutive days.

ANNEXURE-B

COMMERCIAL TERM SEGMENT

I. Commission (Base fare, Incentives, etc.):

Business Associate commission will have various components such as base fare, incentives etc.

The base fare and the incentives shall be notified to the Business Associate through a notification on the Portal and/or an SMS to his registered mobile number and/or via an Email to his registered email ID.

The Business Associate understands that the incentive is not his right and shall be decided and calculated by the Company based on various criteria such as service quality, performance and other business parameters which may be notified to the Business Associate from time to time through a notification on the Portal and/or an SMS to his registered mobile number and/or via an Email to his registered email ID.

It is agreed between the Parties that in case of any dispute related to incentives, the decision of the Company shall be final and binding and the Business Associate shall not challenge the same before any authority.

II.Minimum Guarantee:

Business Associate will be eligible for minimum business guarantee amount incase he doesn’t receive a specified number of orders from the Portal. Amount of minimum business guarantee will be notified to the Business Associate from time to time through a notification on the Portal and/or an SMS to his registered mobile number and/or via an Email to his registered email ID.

Business Associate understands and agrees that he must adhere to and meet service quality parameters criteria to earn minimum business guarantee, including but not limited to denials, cancellations, idle hours, etc. Criteria to earn the minimum business guarantee shall be notified to Business Associate time to time through a notification on the Portal and/or an SMS on his registered mobile number and/or an Email on his registered email ID.

III. Payment terms and conditions:

All payments due to the Business Associate shall be made through NEFT/RTGS etc., as mutually agreed from time to time.

You authorize Runnr to make deductions from the commission which includes the following:

Tax Deduction at Source (TDS) as per the Income Tax Act, 1961, where applicable other applicable taxes and any other amounts due and payable by Business Associate to Runnr as per Applicable Law.

The terms in this Commercial Terms Segment is subject to change and will be communicated to the Business Associate via SMS to registered mobile number or a notification on the Portal.