SSN LOGISTICS PVT LTD

AGREEMENT

THIS AGREEMENT (together with all appendices, addenda, and schedules attached hereto, this "Agreement"), is executed at New Delhi effective as of (20/02/2015), by and between SSN Logistics Private Limited, a company incorporated and existing under the provisions of Companies Act of 1956 having its registered office at B-244, Okhla Industrial Area, Phase-I, New Delhi-110020 and having its Corporate office at 1st Floor, Plot no 84, Sector 44, Gurgaon, Haryana 122002 (hereinafter referred to as Service Provider which means and include, unless repugnant to the context or meaning thereof mean and include its liquidators, successors, receivers and assigns) of the ONE PART;

AND

(_____________________________), and having its office at (------------------------------------------------------------------------------------) (hereinafter referred to as "Merchant" which means and include, unless repugnant to the context or meaning thereof mean and include its affiliates, assigns, liquidators, successors and permitted assigns) of the OTHER PART.

Service Provider and Merchant are hereinafter individually and collectively referred to as Party and Parties respectively, as the context may require.

WHEREAS 1. Merchant is inter alia engaged in the business of marketing and retailing of Products (as defined hereafter) through various methods and means through print and electronic media and otherwise including without limitation home-shopping facility over television, mobile phones, internet, catalogue, etc.

2. Service Provider is inter-alia engaged in the business of providing diversified delivery services, cash pickup services, warehousing services and other logistics services to various merchants.

3. Service Provider has represented to the Merchant that it has reasonable skill, knowledge, experiences, expertise, infrastructure and capability to service the Merchant by collecting the Products from the Merchant and delivering them to the Customers for and on behalf of Merchant and collecting the Products from the Customers doorstep for and on behalf of Merchant in case of return of the Products and delivering them to the Merchant (hereinafter referred to as Delivery Services, the scope of which is further detailed in this Agreement) and collecting Cash from the Customers doorstep for and on behalf of Merchant (hereinafter referred to as Cash Pickup Services, the scope of which is further detailed in this Agreement). Service Provider will have reasonably trained and experienced persons having reasonable skills, knowledge to provide the Services in accordance with the terms and conditions of this Agreement.

4. Service Provider has thus offered to provide the Services to the Merchant and the Merchant has agreed to obtain such Services on the terms and conditions as contained in this Agreement.

5. For mutual interest and benefits, Parties hereto are desirous of recording the terms and conditions of this understanding, including the scope of the Services to be provided by Service Provider to the Merchant under this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement and for other good and valuable consideration, the sufficiency of which is acknowledged by the Parties, the Parties hereby AGREE as follows:

1. DEFINITIONS:

Unless the context otherwise provides or requires, the following words and expressions used in this Agreement shall have the meaning as provided to them herein below:

a) Agreement means this agreement, including the recitals, schedules, appendices, annexures and exhibits and any amendments thereto from time to time.

b) Business Day means a day (other than Sunday, national holidays and bank holidays in the Territory) on which nationalized banks are generally open in India for the conduct of banking business and comprising of normal working hours.

c) Confidential Information shall mean all and any information:

i. which either Party may have or have acquired before or after the date of this Agreement in relation to the Products, Customer Information and Delivery Services and processes of Service Provider, any other related information, trade secrets and all other information designated as confidential by the a Party from time to time;

ii. which either Party may have acquired before or after the date of this Agreement in relation to the customers, business, operations, financial conditions, assets or affairs of the other Party resulting from: negotiating this Agreement; or exercising its rights or performing its obligations under this Agreement; or which relates to the contents of this Agreement (or any agreement or arrangement entered into pursuant to this Agreement).

d) Customer shall mean any Person/party/entity who/which purchases or places an order for purchase of Products from the Merchant.

e) Customer Information means (i) all information relating to the Customer(s) (including names, addresses, telephone numbers, customer preferences & mobile numbers, email addresses, credit card details and such information that is or relates to personally identifiable information); and (ii) any list, description or other grouping of consumers or customers that is derived using any such information; and shall be deemed to be fully and exclusively owned by Merchant.

f) COD (Cash on Delivery) means the cash payment made by the Customer for the purchase of the Products from the Merchant upon delivery of such Product/s.

g) DOD (Demand Draft on Delivery) means the payment made by the Customer by way of a demand draft for the purchase of the Products from the Merchant upon delivery of such Product/s.

h) Forward Delivery means collection of the Products by Service Provider from the location(s) agreed between the Parties; and the delivery of such Products to the Customers at the location designated by the Customer and taking the receivers confirmation signatures of receipt.

i) Reverse Pickup means collection of the Products by Service Provider from the Customers address as specified by the Merchant and the delivery of such products at a location mutually agreed between the Parties.

j) Returns or RTO means the delivery of Products not accepted by the Customers for any reasons whatsoever to the Merchant at a location mutually agreed between the Parties.

k) Cash Pickup means the collection of cash from the Customer by the Service Provider on behalf of the Merchant

l) The services provided by the Service Provider which may comprise of Forward Delivery, Returns and Reverse Pickup may individually or collectively be defined as Delivery Services and for Cash Pickup may be defined as Cash Pickup Services

m) Delivery Personnel means the person engaged by Service Provider for the Delivery or Returns of the Products.

n) Fees means the consideration payable by the Merchant to Service Provider for providing the Delivery Services as contemplated under this Agreement.

o) Person means any individual, firm, company, governmental authority, joint venture, partnership, association or other entity (whether or not having separate legal personality).

p) Product means such goods which the Merchant instructs Service Provider to deliver to the Customers in accordance with the terms of this Agreement. For the sake of clarity, such packaged goods that are provided under a unique Airway Bill Number (AWB) shall be considered as a Product for the purpose of this Agreement whether the said package contains within it single or multiple goods as the case maybe.

q) Manifest means the data uploaded by the Merchant (in the format as agreed between the Parties) containing the details of the Products for which the Service Provider is to provide Delivery Services or Cash Pickup Services as the case maybe

r) Proof of Delivery or POD means the physical document which contains the proof of delivery or acceptance of the handover of the Products by the Service Provider from the Merchant or to/from the Customer as the case maybe.

s) Territory means any territory which is mutually agreed between the Parties to be their operational area as per Annexure III.

2. TERM:

2.1. This Agreement shall be effective from the date of the execution of this Agreement (hereinafter referred as the "Effective Date"). Service Provider shall use reasonable efforts to commence the provision of the Delivery Services on or after such date subject to mutual agreement and sharing of al information from the Merchant as required for commencement of operations. The Agreement shall be valid, legal and binding on the Parties for a period of one (1) year from the Effective Date. The term so calculated will be defined as the "Initial Term".

2.2. Parties may mutually agree to extend the Initial Term for further periods of two (2) year/s each (singularly referred to as "Extension Period" and collectively referred to as "Extension Periods") following the expiration of the Initial Term. The Initial Term and the Extension Period(s) are collectively referred to as Term.

3. SCOPE OF SERVICES:

3.1. Forward Delivery of the Products

a) Service Provider will allocate and send Delivery Personnel to the location(s) mutually agreed with the Merchant on any Business Day as required by the Merchant to pick up the Products for providing Delivery services. The location(s) for such pick up need to be communicated by the Merchant at least 2 days in advance before start of pick up from such location(s) for the first time and any change in location also needs to be communicated at least 2 days in advance of such change being effective.

b) Delivery Personnel shall pick up and load the Products carefully to prevent the Products from being pressed, wrinkled and/or damaged. The Parties acknowledge and agree that in the course of the Delivery Services provided by Service Provider, if there is any loss or theft of the Products solely on account of gross negligence and willful misconduct of the Delivery Personnel, any such damage or loss to the Products shall be borne by Service Provider in accordance with the relevant clauses pertaining to liability of the Service Provider as provided for in this Agreement.

c) Service Provider shall provide the Merchant a list of pin codes of the areas lying within the Territory where Service Provider will make the Delivery or Returns of the Products reasonably within the timeline from the time of collection of the Products from the mutually agreed locations of the Merchant; This list may be updated by the Service Provider from time to time.

d) Service Provider will make at least two attempts to deliver the Products to the Customers at the location specified by the Customer (and informed to Service Provider by Merchant) over a period of four business days and at the time of delivering the Products shall obtain the signature of the Customer or his representative on a document which is referred to as a POD. The Service Provider will not bear any liability on the Product once the same has been delivered to the Customer. The Service Provider shall make available to the Merchant, on request, any PODs as maybe required by the Merchant if such request is raised within 15 (fifteen) days of the date of delivery of the Product. The Service Provider will be under no obligation to provide proof of delivery of the Products beyond such period.

e) In the event Service Provider is unable to Deliver the Products to the Customer, Service Provider shall inform the Merchant regarding the same and initiate RTO of such Products;

f) Service Provider shall leave a We Missed You card at Customer premises in case of non delivery of Products.

g) In the event the Merchant instructs Service Provider to deliver a Product(s) to a Customer on a COD or DOD basis, Service Provider will simultaneously with such delivery of the Product(s) to the Customer collect cash (only in Indian Rupees) or a demand draft (as the case may be) of a value specified in the relevant invoice issued by the Merchant to the Customer. Such cash or demand draft (as the case may be) will be held by the Service Provider as a limited agent of Merchant and in trust for the Merchant and such cash collected by Service Provider from the Customers on behalf of the Merchant will be transferred by Service Provider to the bank account designated by the Merchant within seven (7) Business Days after the day of collection of the cash without making any deductions whatsoever; and any demand draft collected by Service Provider from the Customers on behalf of the Merchant shall be couriered to / hand delivered to an address specified by the Merchant within seven (7) Business Days from the date of such collection by the Service Provider. Service Provider understands that the amounts collected by it from Customers on behalf of the Merchant belongs to the Merchant and is lying in its custody, till transferred to the Merchant, subject to the rights available to the Service Provider under applicable laws.

3.2. Returns/RTO of the Products

a) Products which are not accepted by the Customer for any reason whatsoever will be returned to the Merchant at the location(s) as specified by the Merchant. The Merchant shall specify such location(s) for each and every product at the time of uploading the manifest which has the details of the products that are being handed over for Forward Delivery

b) Returns will be initiated by the Service Provider for all products which are not accepted by the Customer for any reason whatsoever. The Merchant will ensure that such products are accepted at the location(s) specified by the Merchant. In case of non acceptance of such products by the Merchant except for reasons such as damage of the product where such damage is attributable solely to the Service Provider, the Service Provider reserves the right to levy suitable demurrage charges for extended storage of such products for any period exceeding 7 (seven) days from initiation of the Returns and upto 45 (Forty Five) days from such date. In case of non acceptance of the Products beyond 45 (forty five) days, the Service Provider has the right to dispose such products and the Merchant will forfeit all claims in this regard towards the Service Provider.

c) At the time of delivering the Products, the Service Provider shall obtain the signature of the Merchants or his representative on a document to whom the Products are being handed over, which is referred to as a POD. The Service Provider will not bear any liability on the Product once the same has been returned and accepted by the Merchant. The Service Provider shall make available to the Merchant, on request, any PODs as maybe required by the Merchant if such request is raised within 15 (fifteen) days of the date of return of the Product. The Service Provider will be under no obligation to provide proof of return of the Product beyond such period.

3.3. Reverse Pickups

a) Service Provider will make at least two attempts to pick up the Products from the Customers at the location specified by the Merchant (and informed to Service Provider by Merchant) over a period of four business days from the date of initiation of such request;

b) The Service Provider shall not be responsible for verifying the contents of the products handed over by the Customer to it delivery Personnel. The Packaging of such products shall also be the sole responsibility of the Customer. The Packaging should be good enough to ensure no damage in transit. The service provider shall seal the package provided by the customer at the time of pickup in front of the customer with the "Delhivery" tape. The sole responsibility of the contents of the packed consignment shall lie with the end customer. The service provider shall be, in no way, responsible for any shortage or damage of such consignments unless the same is caused solely due to the gross negligence of the Service Provider.

c) All such products picked up by the Service Provider from the Customers will be returned to the Merchant at the location(s) as specified by the Merchant in the manifest uploaded by the Merchant at the time of initiation of such pickup. The Merchant will ensure that such products are accepted at the location(s) specified by the Merchant. In case of non acceptance of such products by the Merchant except for reasons such as damage of the product where such damage is attributable solely to the Service Provider, the Service Provider reserves the right to levy suitable demurrage charges for extended storage of such products for any period exceeding 7 (seven) days from initiation of the return of products and upto 45 (Forty Five) days from such date. In case of non acceptance of the Products beyond 45 (forty five) days, the Service Provider has the right to dispose such products and the Merchant will forfeit all claims in this regard towards the Service Provider.

d) At the time of delivering the Products, the Service Provider shall obtain the signature of the Merchants or his representative on a document to whom the Products are being handed over, which is referred to as a POD. The Service Provider will not bear any liability on the Product once the same has been returned and accepted by the Merchant. The Service Provider shall make available to the Merchant, on request, any PODs as maybe required by the Merchant if such request is raised within 15 (fifteen) days of the date of return of the Product. The Service Provider will be under no obligation to provide proof of return of the Product beyond such period.

3.4. Cash Pickups

a) Service Provider will make at least two attempts to pick up Cash from the Customers at the location specified by the Merchant (and informed to Service Provider by Merchant) over a period of four business days from the date of initiation of such request;

b) The cash picked up from the Customer will be held by the Service Provider as a limited agent of the Merchant and in trust for the Merchant and such cash collected by Service Provider from the Customers on behalf of the Merchant will be transferred by Service Provider to the bank account designated by the Merchant within seven (7) Business Days after the day of collection of the cash after deduction of the fees as agreed for such cash pickups. Service Provider understands that the amounts collected by it from Customers on behalf of the Merchant belongs to the Merchant and is lying in its custody, till transferred to the Merchant, subject to the rights available to the Service Provider under applicable laws.

3.5. The Service Provider will ensure that it has adequate number of Delivery Personnel allocated for providing such Delivery Services.

3.6. Service Provider shall provide the Delivery Services with reasonable skill and care and as a man or ordinary prudence would, under similar circumstance take, of his own cash or his own goods of the same bulk, quantity and value and in accordance with applicable laws.

4. FEES:

As mentioned in Annexure II5. TERMS OF PAYMENT:

5.1. Service Provider shall issue an invoice to the Merchant at end of each calendar month for the Delivery Services that have been rendered in previous month with the terms of this Agreement. The Merchant shall pay to Service Provider within fifteen (15) days from the date of submission of the invoice.

5.2. It will be the responsibility of the Merchant to verify the invoices and inform the Service Provider within 7 (seven) days in case of any disputes regarding the contents of the invoice. In the event of any dispute between the Parties with respect to the contents of the invoice, the Parties shall promptly seek to resolve the dispute in good faith and the Merchant will ensure payment of any disputed amount immediately on resolution of such dispute as per the terms set forth herein. The Merchant will also ensure payment of the undisputed amount as per the terms set forth in this Agreement. Payment of the undisputed amount/Fees as contemplated herein shall not be deemed to be a waiver of any right or remedy by the Merchant in favour of Service Provider.

5.3. If for any reason the Merchant defaults in making the payments against undisputed invoices issued by Service Provider, then notwithstanding any other rights and remedies that Service Provider may have in contract, at law (including common law) or in equity, the Merchant shall pay liquidated damages to Service on the invoiced amounts that are not paid by the Merchant on the due date of such payment(s) from the due date till payment, at rate equivalent to 1% above the State Bank of Indias prime lending rate (which shall be the rate prevailing on the due date).

6. SERVICE QUALITY STANDARDS:

Service Provider shall provide on reasonable commercial efforts basis customer service in compliance of the level of Delivery Services required by the Merchant. The Parties may mutually agree to the service quality standards and incorporate the same as an addendum to this agreement7. SERVICE PROVIDERS OBLIGATIONS:

7.1. Service Provider shall impart appropriate and reasonable training to its Personnel to provide the Services as envisaged in this Agreement with the best possible service quality standards. 7.2. Service Provider shall immediately remove from providing the Services, any Personnel upon instructions of the Merchant if the Merchant, acting on information collected by it has reasonable basis to prove that such Personnel is unfit to provide the Services as envisaged in the Agreement.

7.3. Whenever the Merchant requires any data in respect of Delivery, Returns, Reverse Pickup of the Products or Cash Pickups, Service Provider shall provide such data to the Merchant in a reasonable timeline.

7.4. Service Provider shall provide a system interface for tracking information about the Products/Cash Pickups such that adequate information is available to the Merchant to satisfy Customers queries in respect of the Products or Cash Pickups as the case maybe.

7.5. Service Provider shall observe all applicable laws, rules and regulations as may be prescribed by government and authorities in relation to the Delivery Services.

8. CASH COLLECTION INSURANCE:

Service Provider declares and undertakes that it shall at its own expense obtain and maintain insurance policies if required to provide insurance coverage for the cash collected on behalf of the Merchant from the Customers (Cash Collection Insurance Policy)

9. OBLIGATIONS OF THE MERCHANT:

9.1. The Merchant shall not book / handover or allows 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 tax laws or contains any cash, jewelry (excluding artificial jewelry), gold, silver, diamond, platinum, precious metals, precious stones, currency, bullion, letters and financial and security instruments and Service Provider shall not be liable for the Delivery of any such Products. Without prejudice to the generality of the aforesaid, an indicative list of the banned or prohibited Products is given in Annexure I. In the event Merchant hands over or provides the aforesaid Products to the Service Provider then Service Provider shall not be responsible and liable for any loss, damage, theft or misappropriation of such Products even if Service Provider or Delivery Personnel has the knowledge of the same and even if such loss, damage, theft or misappropriation is caused due to any reason attributable to Service Provider or Delivery Personnel.

9.2. 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. Service Provider shall not be liable or responsible for any loss or damages to the Merchant if the Merchant is not in strict compliance with this clause.

9.3. The Merchant shall defend, hold harmless, indemnify and keep indemnified and harmless Service Provider, Delivery Personnel, Service Providers directors, employees, contractors and agents against all suits, investigations, enforcements, actions, fines, penalties, fees, interests, losses, damages and costs (including reasonable attorney fees) incurred by Service Provider due to Merchants breach / alleged breach of Clause 9.1 and 9.2 herein above.

9.4. Said To Contain Basis & Inspection: It is expressly understood by and between the Parties that all Products agreed to be delivered by Service Provider are on SAID TO CONTAIN BASIS i.e. Service Provider shall be under no obligation and is not expected to verify the description and contents of the Products declared by the Merchant on the docket and as such, the Merchant shall undertake and ensure to make proper, true, fair, correct and factual declaration on the docket regarding description and value of Products. Further, the Service Provider is not responsible in any way whatsoever for the Merchantability of the Product.

9.5. Merchant understands, agrees and acknowledges that the Service Provider is a mere bailee of the Products, cash and demand draft and is not an insurer of the same. Merchant hereby expressly and specifically waives all its rights and claims against the Service Provider arising out of or in relation to the principles of insurance.

9.6. The Merchant shall provide Service Provider with the all the instructions/approvals regarding delivery and Returns that are required for the performance of Services as envisaged in this Agreement in a timely manner.

9.7. The Merchant shall ensure that the Manifest that is being uploaded for initiation of the delivery services or cash pickup services is correct and complete in all respects and is as per the format agreed between the Parties.

10. CONFIDENTIALITY:

Confidentiality Obligation10.1. Both Parties shall keep confidential (and to ensure that its officers, employees, agents, affiliates and professional and other advisers keep confidential) any Confidential Information. Both Parties shall not, and shall procure that none of their directors, officers, employees, agents, affiliates or professional advisers shall not, use Confidential Information for any purpose other than for the provision of Delivery Services and for performance under this Agreement.

10.2. Exceptions from Confidentiality Obligations:

The obligation of confidentiality under this Clause 11 does not apply to:

a) information which is independently developed by a Party or acquired from a third party to the extent that it is acquired otherwise than as a result of a breach of this Clause and with the right to disclose the same;

b) the disclosure of information to the extent required to be disclosed by any applicable law, any governmental authority to whose rules, orders or decrees a Party is subject, any stock exchange rule or regulation or any binding judgment, order, rule or requirement of any court, arbitral tribunal or other competent authority;

c) the disclosure (subject to Clause 10.3) in confidence to the a Partys officers, employees or agents of information required to be disclosed for a purpose incidental to the Agreement;

d) information which comes within the public domain (otherwise than as a result of a breach of this Clause 11).

10.3. Employees, Agents and Advisers or any other persons:

a) Both Parties shall inform any officer, employee or agent or any professional or other adviser advising it in relation to the matters referred to in the Agreement, or to whom it provides Confidential Information, that such information is confidential and shall instruct them to keep it confidential; and not to disclose it to any third party (other than those persons to whom it has already been disclosed in accordance with the terms of the Agreement).

b) Any breach of this Clause 10 by any person to whom such Information was disclosed will be considered as breach of this Clause by the Party which disclosed the Confidential Information to the concerned person.

10.4. Return of Confidential Information

If the Agreement terminates, the disclosing Party may by notice require the recipient Party to promptly return all Confidential Information. a) return all documents containing Confidential Information which have been provided by or on behalf of the Party demanding the return of Confidential Information; and

b) destroy any copies of such documents and any document containing or made from or with reference to the Confidential Information and take all reasonable steps to expunge all Confidential Information from any computer, word processor or other device containing Confidential Information.

11. TERMINATION:

11.1. Either Party may terminate this Agreement on the occurrence of any of the following events;

a) Immediately, if the Party is declared insolvent or bankrupt or is unable to pay its debts or makes a composition with its creditors;

b) Immediately, if the Party is dissolved or wound up compulsorily or if an order made or an effective resolution is passed for the winding up of the such Party;

c) In case of any material breach of this Agreement, after giving one month prior written notice to the other Party to rectify such breach and the Party in breach is unable to rectify such breach within such one month time.

11.2. Either Party may terminate this agreement for convenience at anytime with one months prior written notice.

11.3. In the event of any termination of this Agreement, Merchant shall promptly and forthwith make payments of all the Fees accrued or due to the Service Provider.

11.4. Clauses 1, 5, 9, 10, 12, 13, 15, 18, 19, 21 to 27 shall survive any expiry or early termination of this Agreement.

12. LIMITATION OF LIABILITY

12.1. UNDER NO CIRCUMSTANCES WILL SERVICE PROVIDER, DELIVERY PERSONNEL OR ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT OR CONTRACTOR OF SERVICE PROVIDER BE LIABLE TO THE MERCHANT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY LOSSES OR DAMAGES ARISING FROM THE AGREEMENT, UNDER TORT, COMMON LAW OR UNDER PUBLIC POLICY, EVEN IF MERCHANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS AND BE LIABLE FOR ANY LOSS OF DATA OR ANY INTERRUPTION OF ANY MERCHANT PROPERTY DUE TO ANY CAUSE.

12.2. Liability for Forward Delivery and Returns: Notwithstanding anything contrary contained in this Agreement, the maximum liability of the Service Provider and the sole and exclusive remedy of the Merchant for the damage or loss or theft or misappropriation of any Product caused solely due to gross negligence and willful misconduct of Service Provider shall be limited to

a) For products which are not insured by the Service Provider by making the Merchant a beneficiary, the liability will be limited to Rupees 5,000/- (Five Thousand only) per Product or the actual invoice value of such Product or the actual cost of reconstruction of the invoice value of the Product, whichever is lower, provided such claim is raised by the Merchant within one (1) month from the date of such damage or loss or theft. The invoice value shall be included by the Merchant along with the weight of the product in the manifest shared with the service provider. In cases where the Merchant fails to provide the value of the product in the manifest shared with the service provider, the maximum liability of the service provider shall be Rs. 200 or 50% of the product value, whichever is lower. All claims must be notified to the Service Providerinwriting within 30 days from the date of acceptance of the shipment, failing which the merchant forfeits and waves its rights for such claim.

b) The Service Provider may at the request of the Merchant, issue Loss/Damage/Shortage certificate (Certificate of Facts or COF) for the amount in excess of the liability borne by the Service Provider on the request of the Merchant .

12.3. Liability for Reverse Pickups: Notwithstanding anything contrary contained in this Agreement, the maximum liability of the Service Provider and the sole and exclusive remedy of the Merchant for the damage or loss or theft or misappropriation of any Product or cash caused solely due to gross negligence and willful misconduct of Service Provider shall be limited toa) For products which are not insured by the Service Provider by making the Merchant a beneficiary, the maximum liability is limited to Rs.2000/- or 50% of invoice value of the product whichever is lower, provided such claim is raised by the Merchant within one (1) month from the date of such damage or loss or theft. The invoice value shall be included by the Merchant along with the weight of the product in the manifest shared with the service provider. In cases where the service provider fails to provide the value of the reverse pickup product in the manifest shared with the service provider, the maximum liability of the service provider shall be Rs. 200 or 50% of the product value, whichever is lower. All claims must be notified to the Service Providerinwriting within 30 days from the date of acceptance of the shipment, failing which the merchant forfeits and waves its rights for such claim.

b) The Service Provider may at the request of the Merchant, issue Loss/Damage/Shortage certificate (Certificate of Facts or COF) for the amount in excess of the liability borne by the Service Provider on the request of the Merchant.

12.4. Notwithstanding anything contrary contained in this Agreement and save as provided in Clause 13.1, for the Products and cash services which are insured by the Service Provider on payment of the Insurance charges as specified in Annexure II, the liability of the Service Provider will be the minimum of the actual value of the Product or the liability limit as per Annexure II.

12.5. Save as otherwise provided in this Agreement with respect to the limitation of liability due to the loss or damage or theft or misappropriation of the Product or cash, the total aggregate liability of the Service Provider whether under contract, tort or otherwise in relation to any other breach of this Agreement shall be limited to the Fees paid by the Merchant to the Service Provider during the preceding six (6) months from the date of the cause of action leading to the breach.

12.6. THE PARTIES AGREE THEAT THE FOREGOING REPRESENTS A FAIR ALLOCATION OF RISKS BETWEEN THE PARTIES AND ESSENTIAL ELEMENT FOR PARTIES TO ENTER INTO THIS AGREEMENT.

13. NOTICES AND CONTRACT REPRESENTATIVES:

13.1. Any notice provided for in this Agreement shall be in writing and shall be (i) first transmitted by facsimile transmission, and then confirmed by postage, prepaid registered post with acknowledgement due or by recognised courier service; or (ii) sent by postage, prepaid registered post with acknowledgement due or by recognized courier service, to the relevant party at its address set out below:In the case of notices to Service Provider: Addressed to:The Chief Financial Officer SSN Logistics Pvt. Ltd1st Floor, Plot 84Sector 44Gurgaon - 122002

In the case of notices to the Merchant:Addressed to: (Insert Address here) All notices shall be deemed to have been validly given on (i) the business day immediately after the date of transmission with confirmed answer back, if transmitted by facsimile; or (ii) in case sub-clause (i) does not apply, the expiry of 7 (seven) business days after posting, if sent by post.

13.2. Either Party may, from time to time, change its address or representative for receipt of notices provided for in this Agreement by giving to the other Parties not less than 10 (ten) days prior written notice.

14. ASSIGNMENT AND SUB-CONTRACTING:

14.1. Either Party shall not assign this Agreement or any of its rights and obligations hereunder, without the prior written consent of the other Party or any such attempted assignment shall be null and void.

14.2. This Agreement is and shall be binding upon and inure to the benefit of both Parties and their respective legal representatives, successors and permitted assigns with respect to all covenants herein.

14.3. The Service Provider shall be entitled to sub-contract either whole or part of Service Providers obligations or performances under this Agreement to any one or more third party(ies)15. PUBLICITY:

Service Provider shall be entitled to make public disclosure without obtaining the prior written consent of the Merchant regarding the execution of this Agreement and from time to time regarding the ongoing business relationship between Service Provider and Merchant.

16. CORPORATE AUTHORITY/FURTHER ASSURANCES:

Each Party represents that it has taken all necessary corporate action to authorize the execution and consummation of this Agreement and will furnish the other Party with satisfactory evidence of same upon request. Each Party agrees to negotiate in good faith the execution of such other documents or agreements as may be necessary or desirable for the implementation of this Agreement and the effective execution of the transactions contemplated hereby, and shall continue to do so during the Term of this Agreement.

17. FORCE MAJEURE:

17.1. In the event either party (the Prevented Party) is prevented from performing its obligations under this Agreement by force majeure, such as earthquake, typhoon, flood, public commotion, torrential rains, heavy winds, storms or other acts of nature, fire, terrorist acts, threatened terrorists acts, explosion, acts of civil or military authority including the inability to obtain any required approvals or permits, strikes, riots, war, plagues, other epidemics, or other unforeseen events beyond the Prevented Partys reasonable control (an Event of Force Majeure), the Prevented Party shall notify the other party without delay and within fifteen (15) days thereafter shall provide detailed information concerning such event and documents evidencing such event, explaining the reasons for its inability to execute, or for its delay in the execution of, all or part of its obligations under this Agreement.

17.2. If an Event of Force Majeure occurs, neither party shall be responsible for any damage, increased costs or loss which the other party may sustain by reason of such a failure or delay of performance, and such failure or delay shall not be deemed a breach of this Agreement. The Prevented Party shall take reasonable means to minimize or remove the effects of an Event of Force Majeure and, within the shortest reasonable time, attempt to resume performance of the obligations delayed or prevented by the Event of Force Majeure.

18. DISPUTE RESOLUTION:All disputes arising out of or in relation to this Agreement, including any question regarding its existence, validity or termination, which cannot be amicably resolved by the Parties within 15 days of being brought to their attention (such 15 day period is referred to as the Consultation Period), shall be settled by arbitration governed by the provisions of Arbitration and Conciliation Act, 1996. If the parties are not able to agree on a sole arbitrator, a panel of three arbitrators shall be appointed wherein each party shall appoint one arbitrator within 15 days of the expiry of the Consultation Period, and the two arbitrators together shall appoint the presiding arbitrator within 15 days of the appointment of the last of the two arbitrators. The venue/seat of Arbitration shall be New Delhi and the language of arbitration shall be English. A dispute shall be deemed to have arisen when either Party notifies the other Party in writing to that effect.19. GOVERNING LAW AND JURISDICTION:

This Agreement, the construction and enforcement of its terms and the interpretation of the rights and duties of the Parties hereto shall be governed by the laws of India and shall be subject to the jurisdiction of courts in Delhi. This Agreement is executed in English language which shall prevail over any translation thereof.20. COMPLIANCE WITH LAWS:

Each Party hereto agrees that it shall comply with all applicable local laws, ordinances and codes in performing its obligations hereunder. If at any time during the Term of this Agreement, a Party is informed or information comes to its attention that it is or may be in violation of any law, ordinance, regulation, or code (or if it is so decreed or adjudged by any court, tribunal or other authority having competent jurisdiction), that Party shall immediately take all appropriate steps to remedy such violation and comply with such law, regulation, ordinance or code in all respects. Further, each Party shall establish and maintain all proper records (particularly, but without limitation, accounting records) required by any law, code of practice or corporate policy applicable to it from time to time.

21. SUCCESSORS:

This Agreement binds the successors and assigns of the respective Parties with respect to all covenants herein, and cannot be changed except by written agreement signed by both Parties. 22. SEVERABILITY:

In the event any one or more of the provisions of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unaffected, and the invalid, illegal or unenforceable provision(s) shall be replaced by a mutually acceptable provision(s), which being valid, legal and enforceable, comes closest to the intention of the Parties underlying the invalid, illegal or unenforceable provision(s).23. HEADINGS:

The headings in this Agreement are for purposes of reference only and shall not in any way limit or otherwise affect the meaning or interpretation of any of the terms hereof.24. COUNTERPARTS:

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same instrument.25. MODIFICATION, AMENDMENT, SUPPLEMENT OR WAIVER:

25.1. No modification, amendment, supplement to or waiver of this Agreement or any of its provisions shall be binding upon the Parties hereto unless made in writing and duly signed by the Parties or Party against whom enforcement thereof is sought.

25.2. A failure or delay of any Party to this Agreement to enforce at any time any of the provisions of this Agreement or to exercise any option which is herein provided, or to require at any time performance of any of the provisions hereof, shall in no way be construed to be a waiver of such provisions of this Agreement.

26. ENTIRETY OF AGREEMENT:

This Agreement together with all Recitals, Appendices, Exhibits, Schedules, Attachments and Addenda attached hereto constitute the entire agreement between the Parties and supersedes all previous agreements, promises, representations, understandings and negotiations, whether written or oral, between the Parties with respect to the subject matter hereof.

27. FURTHER ASSURANCES AND INTERPRETATION:

27.1. Each Party agrees to perform (or procure the performance of) all further acts and things (including the execution and delivery of, or procuring the execution and delivery of, all deeds and documents that may be required by law or as may be necessary, required or advisable, procuring the convening of all meetings, the giving of all necessary waivers and consents and the passing of all resolutions and otherwise exercising all powers and rights available to them) to implement and give effect to this Agreement.

27.2. Save as otherwise provided herein, nothing herein contained shall constitute or be deemed to constitute any agency or partnership between or amongst any of the Parties to this Agreement and no Party to this Agreement shall therefore act or hold itself out as agent or partner of any other Party hereto.

IN WITNESS WHEREOF, authorized officers of the Parties hereto have duly executed this Agreement as of the later of the dates as given below.

SSN Logistics Pvt. Ltd.Sign:

Name:

Title:

DATED:(Insert Client Name here)Sign:

Name:

Title:

DATED:

ANNEXURE I

List of banned or prohibited Products

Dangerous Goods Oil-based paint and thinners (flammable liquids) Industrial solvents Insecticides, garden chemicals (fertilizers, poisons) Lithium batteries Magnetized materials Machinery (chain saws, outboard engines containing fuel or that have contained fuel) Fuel for camp stoves, lanterns, torches or heating elements Automobile batteries Infectious substances Any compound, liquid or gas that has toxic characteristics Bleach Flammable adhesives Arms and ammunitions Dry ice (Carbon Dioxide, Solid) Any Aerosols, liquids and/or powders or any other flammable substances classified as Dangerous Goods for transport by Air

Restricted Items Precious stones, gems and jewellery Uncrossed (bearer) drafts / cheque, currency and coins Poison Firearms, explosives and military equipment. Hazardous and radioactive material Foodstuff and liquor Any pornographic material Hazardous chemical items

Annexure IICommercials

Package WeightForward Delivery and RTO Services Pricing

Within-cityRegional (Surface)Metro-Metro (Air)Other Cities (Air + Surface)North East, HP & J&K

Up to 500gmRs.32Rs. 37Rs. 47Rs.52Rs.59

Additional 500gm or part thereofRs. 27Rs. 32Rs. 42Rs.47Rs.54

RTO (every 500 gms)Rs. 27Rs. 32Rs. 42Rs.47Rs.54

COD chargesRs. 50 or 2% of value, whichever is higher

Service Charges for Octroi/Entry Tax/Exit Tax/Sales Tax4% Service Charges for Octroi

Fuel Surcharge (FSC) applicable on Freight Charges25%

Insurance Charges -

1) All Statutory Taxes, Cess, Levies (including Service Tax) will be extra as applicable and as per the prevailing rates.

2) Service charges as per the above table will be levied on total amount of entry/exit tax/octroi/sales tax as applicable and levied by any regulatory authority (including any penalties that may be levied due to the Merchants failure to deposit such taxes as per the rules) that the Service Provider has to bear on behalf of the merchant in the course of providing the Services as envisaged 3) The rates above are subject to revision with an advance notice to the client of one month. The percentage of FSC can be varied by the Service Provider with an advance notice of 7 (seven) days to the Merchant.

4) The Merchant ought to provide in the manifest the correct dead-weight and volumetric dimensions of each shipment handed over to the service provider.

5) Service provider shall charge higher of volumetric weight vs deadweight, whichever is higher. Volumetric weights are calculated based on length (in cms)*breadth (in cms)*height (in cms)/5000

Annexure IIITerritory refers to pickup locations and delivery locations as agreed to between the service provider and the merchant.

Corporate office: Plot 82, 1st Floor, Sector 44, Gurgaon 122002 | P:0124.421.2200Regd office: F-7, Bandhu Vihar Apartments, Plot No 11, Sector 10, Dwarka, New Delhi 110075Email: corporate@delhivery.com | www.delhivery.com