AGREEMENT / CONTRACT FOR DELIVERY SERVICES

THIS AGREEMENT is executed on the ___ day of the month of MAY 2020.

BETWEEN

M/s. ________ a company incorporated under the provisions of the Companies Act 1956, having its registered
office at _________________________________________. represented by its authorized signatory
(____________________) (Hereinafter referred as “the COMPANY” ) on the First Part.

AND

Dattar Solutions Private Limited (Dot2Dotz), a company incorporated under the Companies Act, 1956 and
having its Registered Office at M-1, Pal Mohan Sadan, East Patel Nagar, New Delhi 110008., India (herein after
referred to as the “Delivery Partner") OF THE OTHER PART.

WHERE AS: The Company was in the lookout for a Service Provider who is able to provide the Logistics,
Transportation & Part Load Delivery Services.

WHERE AS: The Service Provider the Company a pioneer in logistics & transportation services provider
with all INDIA presence. We are aggregator cum logistics services provider for door delivery services,
containerized vehicles/trucks, Electric Delivery vehicles, Bigger vehicles for point-to-point delivery and
last mile deliveries with in the city or across country.

WHERE AS: The entire arrangement and the business to be entrusted to the Service Provider, the scope of service
to be provided by the Service Provider was discussed between the parties including the commercials and agreed
between the parties.

NOW THIS AGREEMENT WITNESSETH AS UNDER:

1. SCOPE OF WORK:

1.1 The scope of work of the Service Provider is given below and the Service Provider should ensure that the work
is completed diligently and faithfully.

1.2 The Service Provider should provide logistics & delivery services to Company, (Extendable to 24 months or
more than 12 months, on mutual agreement)

1.3 The shipments shall be picked up by delivery partner from the company location as mentioned at the time of
your sign up.
1.4
1.5 The tracking number and logistics partner would be assigned by an automated process based on the pickup and
delivery pin code and type of shipment.
1.6
1.7 The company shall provide/display prominently on package the shipping label having full details of the
order number, consignee details, product details, return address i.e. the shipping address shipments. The sent
labels or delivery note shall be pasted on the package before the handover to the pickup team.

1.8 The company shall agree that the shipment to be handed over to the pickup team is in a tamper proof packing
of their brand along with the label/bar code pasted on the shipment.
1.9 The company will be solely responsible to comply with all statutory requirements (State and Central
Laws/Statutes) applicable in relation to booking and sale of the shipments carried and delivered by us in
pursuance of this Agreement.
1.10 It is expressly understood by the Parties that DATTAR is a mere service provider to the Company and not in
any other capacity whatsoever it may be called. It is further agreed to by the Parties that DATTAR is not
performing any activity or job or providing service on behalf of the Company which is tantamount to seller or
retailer and or stockiest/distributor. The complete activity performed by DATTAR under this Agreement is
based on specific instructions given by the Company as part of the scope defined and from time to time.

1.11 It is agreed between the Parties hereto that at all times, the ‘Consignor/ Shipper’ in the ‘Air Waybill’ shall be
the company, who is shipping the goods. It is clearly understood that DATTAR liability, if any, and to the
extent agreed herein, shall extend only to company. The Company shall be fully liable to its customers and
neither DATTAR nor any of their logistics partner, shall have any direct or indirect connection/ relationship or
responsibility/obligation to Company’s customers, in any manner whatsoever.

1.12The Company must ensure security of all shipments which have been picked up from its customers/vendors by
DATTAR as per DATTAR’s security procedures. The Company confirms that the Company is fully aware of
the items prohibited on DATTAR or DATTAR’s logistics partner network for carriage and undertakes that no
such prohibited items of shipment shall be handed over to DATTAR or DATTAR’s logistics partners for
carriage by its customers/vendors.

1.13The Company shall keep the Information in strict confidence and shall not disclose any of the Information to
any other person without the prior written authorization of DATTAR.

Obligation of the Company

1.1 You agree that the company shall be responsible for proper; tamper proof and damage proof packing of the
products.
1.2 You agree that you shall use good quality tapes, duly engraved with your trademark/name, etc. and not generic
tapes for the packaging/sealing of the goods/shipments. In case generic (brown/plain) tapes are used in the
packaging/sealing of the goods/shipments, DATTAR shall have no responsibility of any kind, in case of
pilferage/damaged/alteration/tapering/leakage etc. of the goods/shipments. In such a scenario, the entire
responsibility shall be of the Company.
1.3 Company shall be ready with the packed order when the courier person comes to receive the shipment, all pick-
ups should be logged before the cut off time as directed by the customer support team of DATTAR, and no
pick up beyond the cut-off time of the logistics partner shall be possible. Company agrees that they shall
contact the Courier Company personnel for the pickup arrangements.

1.4 Company should properly paste and insert the invoice, in and on the package.
1.5 Company shall agree that the Service is only for locations already registered on location’s list
1.6 Company shall agree that in case of a reverse pick up of orders (only national orders), it shall be your
responsibility, in case a reverse pick-up is requested by the Company the same shall be charged the applicable
fixed fee, additional to the reverse freight charges which are equal to the delivery freight charges as mentioned
in the proposal.

1.7 Company hereby agrees that it will not book / handover any good/shipment which is banned, restricted, illegal,
prohibited, stolen or infringing of any third party rights, or which contains any cash, jewellery (excluding
artificial jewellery), gold, silver, diamond, platinum, precious metals, precious stones, currency, bullion, letters
and financial and security instruments, or any reactive, hazardous or dangerous items/goods which are in
breach of any applicable law or of any packaging/transportation guidelines of the concerned courier partner; in
which cases DATTAR shall not be liable for the delivery of any such products. Without prejudice to the
generality of the aforesaid, an indicative list of the dangerous and restrictive goods is given at Annexure-B.

1.8 In the event Company hands over or provides the aforesaid goods/shipments to DATTAR/its courier partner,
then DATTAR/its courier partner 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. The Company undertakes that in the event any article/good/shipment
booked/handed over by it falls within the category of the banned/illegal items or those described above
(including reactive, hazardous and dangerous goods which are in breach of any applicable law or of any
packaging/transportation guidelines of the concerned courier partner), then the Company agrees to indemnify
DATTAR and its courier partner for any and all issues, losses and damages arising pursuant thereto. In
addition, DATTAR would inter- alia have the right to retain the custody of such shipments (including opening
and inspecting of shipments) and to levy damages/charges (along with the applicable GST amount and freight
charges) of Rs. 1,00,000/- (Rupees One Lac only) per incident/shipment or of such other amount as decided by
DATTAR in its sole discretion.

1.9 In addition, you shall not handover counterfeit or fraud products/shipments to DATTAR/its courier partner,
failure of which will attract the consequences mentioned in Annexure-
1.10B. Further, the consequences of shipping non-essential items in Government prohibited areas and disputed
shipments/cases have been specified in Annexure-B.
1.11
1.12Shipments which cross national borders/ international shipments may be subject to customs clearance, in the
destination country prior to delivery to the Company. The Company/customer is responsible for making sure
 goods shipped are acceptable for entry into the destination country. All charges for shipment to and return from
countries where entry is not permitted shall be the Company’s responsibility. Company also understands that
POD may be not be available for all the cross national borders/ international shipments as the same may be
routed by the courier partner through local post (for e.g. shipments to U.S.A by Aramex are delivered through
local post (USPS), for which POD is not available). Hence, DATTAR shall not be held liable for any dispute in
relation to the aspects mentioned in this Clause.

1.13Company understands, agrees and acknowledges that DATTAR through its logistics partners is a mere bailee
of the goods/products, cash and is not an insurer of the same. Company hereby expressly and specifically
waives all its rights and claims against DATTAR and its logistics partners arising out of or in relation to the
principles of insurance.
1.14In case of damaged/pilferaged/tempered/pressed/leaked shipment, receiver shall mention negative remarks on
POD copy to get claim for the shipment. In the absence of any negative remarks on POD copy clearly stating
such damage/pilferage/tampering/pressing/leakage, no claim shall be entertained by DATTAR at any point of
time.

1.15Claims for any kind of damage/pilferage/tampering/leakage of the booked articles/goods/shipment shall be

entertained only if the outer packaging done by the shipper is damaged/altered/tampered. However, if the outer
packaging done by the shipper is intact and not tampered with, in such a case, no claim(s) for any
damage/pilferage/tampering/leakage shall be entertained by DATTAR.
1.16DATTAR shall not entertain any dispute(s) regarding
damage/pilferage/tampering/leakage/non-receipt of delivery/fake delivery shall be entertained by DATTAR,
after a period of 48 hours from the receipt/delivery of the said article/goods/shipment. Further, DATTAR shall
not entertain any request for providing the POD of a shipment, after a period of 72 hours from the
delivery/RTO of the shipment.
1.17
1.18The Company shall ensure that the correct and complete description of the destination/address as well as all the
relevant information/details and documents (including but not limited to the e-way bill number and valid GST
invoice) are mentioned/provided by the Company while booking/handing over a shipment. In case any
incomplete/incorrect information or documents are provided by the Company, the shipment may be returned
from origin and the shipping charges (both forward and RTO charges) shall be levied, in addition to any
damages/taxes imposed by the statutory authorities, if any, in the transit of such shipment. Such charges shall
be irreversible and no claim for the return of such charges shall be entertained by DATTAR. Further, in case of
breach of this clause, DATTAR would inter- alia have the right to levy damages/charges (along with the
applicable GST amount) on the Company of Rs. 1,00,000/- (Rupees One Lac only) per shipment or of such
other amount as decided by DATTAR in its sole discretion.
1.19
1.20The Company hereby agrees that, if the value of the good(s)/shipment(s) is greater than or equal to Rs. 50,000/-
and where the requirement of e-way bill is mandatory, the Company shall provide a valid e-way bill (during the
 case of RTO) to DATTAR, within 7 days from the date of the good(s)/shipment(s) being marked as 'RTO
Initiated' on Company’s dashboard. In case the Company fails to provide said e-way bill within the stipulated
time period, then the concerned good(s)/shipment(s) may be marked as 'Disposed', and DATTAR and/or it’s
courier partner(s) shall not be held liable for any liability in relation thereto.
1.21
1.22Fees
1.23
1.24The Company hereby agrees that the applicable shipping rate will be charged as per the current prevailing rate
mentioned on the live calculator link in Companys admin panel.
1.25
1.26DATTAR reserves the right to apply other applicable charges over and above the shipping base rates and
ShipRocket service charge like COD charges and other fees are as on the live calculator link in Companys
admin panel.
1.27DATTAR has rights to make any changes in the rate mentioned on the live calculator link in Companys
admin panel and prevailing.
1.28
1.29Goods and Service tax and other taxes are applicable as per taxation law.
1.30
1.31Volumetric weight is calculated LxBxH/5000 for all courier companies except for Fedex Surface, Aramex,
Fedex Surface Light and Gati Surface. In case of Fedex surface, volumetric weight is calculated as
LxBxH/4500, for Aramex, it is LxBxH/6000, for Fedex Surface Light, it is LxBxH/4500 and for Gati
Surface, it is LxBxH/4500 (length, breadth, height has to be taken in Centimeters and divided by
denominator, this will give the value in Kilograms). Other charges like address correction charges if
applicable shall be charged extra. Dead/Dry weight or volumetric weight whichever is higher should be
taken while calculating the rates.
1.32
1.33In case the declared weight differs and is less than the actual weight, then shipping charges will be revised
to actual weight. You will be notified regarding such discrepancy in the weight (on the dashboard) and will
be given 7 (seven) working days’ notice to either accept or reject the updated weight. In the event, you
accept the updated weight the same will get billed and if you reject the updated weight the same will not get
billed until the matter is rectified/resolved. Further, in case you do not accept or reject the updated weight,
the same will be auto accepted in 7 (seven) working days’ time period. ‘Working Days’ in this clause shall
mean days on which DATTAR is open for business, other than Saturday, Sunday and days declared by
DATTAR as holidays.
1.34
1.35In the event DATTAR believes that you are shipping (or have shipped) goods/shipments wherein the
declared weight differs and is less than the actual weight, then DATTAR would inter-alia have the right to
retain the custody of such shipments and to levy damages/charges (along with the applicable GST amount)
on you of Rs. 1,00,000/- (Rupees One Lac only) per shipment or of such other amount as decided by
DATTAR in its sole discretion.
1.36

1.37No order submitted by the Company shall be deemed to be accepted by the Company unless and until
confirmed in writing by the Company's authorized representative.

1.38Any physical, operational or any other damage occurred to TATA ACE after agreement will be rectified by
the Service Provider from the Tata Authorized Workshop where the entire cost will be borne by the
Company / Insurance.
1.39 No assurance of material whatsoever in the vehicle would be borne by Service Provider.
1.40 Company shall ensure that no illegal activity done through TATA ACE in any manner. In the event of
found any illegal activity done through TATA ACE in the agreement period, Company will sole responsible
for the same. Any penalty or punishment imposed by any competent authority shall solely born by the
Company.

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1.41 Regular Maintenance of TATA ACE would be done by Service Provider and Company should send the
TATA ACE for maintenance as & when required by the Service Provider. On road assistance for vehicle
breakdown, will be provided by service provider in a reasonable time (Approximately in 8 hours).
1.42 Service Provider hold no liability for loss for the maintenance period, (Exceeding 06 hrs). Monthly charges
for TATA ACE will be prorated and under no circumstance whatsoever will be deducted for the downtime
or non-availability of Vehicle to company.

2 SERVICE FEE (COMMERCIALS):

2.1 Lease Cost is INR 42000/- (Forty two Thousand only) per TATA ACE per month with a minimum leasing
of 50 Vehicles & for a minimum tenure of 12 Months (Extendable to 24 months or more than 12 months
on mutual agreement) . GST would be charged extra.
2.2 Any physical, operational or any other damage occurred to TATA ACE after agreement will be rectified by
the Service Provider on actual cost and that cost will be entirely borne by the company.
2.3 Payment Terms: Payment shall be done on Monthly basis, within 15 days of receiving the Invoice.

3 Tenure of the Agreement:

This Agreement shall be valid for a period of 12 months from the date of execution. The Agreement may be
renewed by mutual consent on such terms and conditions which may be agreed between the parties.
Minimum Guaranteed period by the Company is 12 months and leasing of minimum 50 Vehicles, in event
of prior termination of agreement, Company shall pay the amount of rest tenure till twelve months to the
service provider before leaving from the agreement.

4 Termination of Agreement:
This Agreement may be terminated by giving notice of one month by either of parties only after completion
of twelve months. However, the Service Provider reserves the right to terminate the Agreement and not to
provide the services of the Company without assigning any reason in the event the Company or his
personnel commits breach of any of the terms and conditions stipulated above and / or found using of
TATA ACE for any illegal activity. The Service Provider shall also be entitled to suspend the
Services/terminate the Agreement on immediate basis, in case where the payments of the Service Provider
are not being paid within 30 days from the due date.

5 RELATIONSHIP BETWEEN THE PARTIES:

It is agreed by and between the parties that the arrangement envisaged under the Agreement is purely that of
business to business and contract for service and it is not intended to create any other relationship between
the Company and the Service Provider or its personnel/resources.

6 INDEMNIFICATION:
Each Party shall be liable to indemnify the other Party for any direct actual loss, direct actual claims, direct
actual damages, direct actual actions, disputes, direct actual demands, suits, proceedings, reasonable costs

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 and expenses (including reasonable legal and Advocates costs) etc. arising against a Party due to breach of
obligations including statutory obligations on the part of the defaulting Party;

NEITHER PARTY SHALL BE LIABLE IN ANY EVENT FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY LOSSES OR DAMAGES ARISING FROM THE
AGREEMENT UNDER TORT, COMMON LAW OR UNDER PUBLIC POLICY, EVEN IF SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH AS INCLUDING BUT NOT
LIMITED TO LOSS OF RTATA ACE ENUE, LOSS OF PROFIT, LOSS OF GOODWILL OR
ANTICIPATED PROFITS OR LOST BUSINESS, ANY LOSS OF DATA ETC.

7 General Terms

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and
assigns. The waiver or failure of either Party to exercise in any respect any right provided for in this Agreement
shall not be deemed a waiver of any further right under this Agreement. If any provision of this Agreement is
deemed or held by a court of competent jurisdiction, to be contrary to law or otherwise unenforceable, it shall be
enforced to the extent legally permissible and as necessary to reflect the intent of the Parties and shall not affect
the remaining provisions of this Agreement, which shall remain in full force and effect. This Agreement may
only be amended by a document executed by duly authorized representatives of both the Parties.

12. Arbitration

In case any disputes are not settled amicably then all such disputes shall be finally settled by a sole arbitrator
mutually appointed by the Parties, in accordance with the Arbitration and Conciliation Act, 1996, for the time
being in force. The award of the sole arbitrator shall be a reasoned award and shall be final and binding on the
Parties. The venue of arbitration proceedings shall be Gurugram, Haryana. The arbitration proceedings shall be
conducted, and the award shall be stated in English language.

13. Jurisdiction

Subject to the above, the courts at Gurugram, Haryana shall have exclusive jurisdiction over all matters arising
out of this Agreement.

14. Entire Agreement

This Agreement represents the entire agreement and understanding between the Parties with respect to the
subject matter herein and supersedes all prior agreements and understandings and writings of any kind, written
or oral, express or implied, with respect to the subject matter hereof.

15. NOTICES: Any notice provided for in this Agreement shall be in writing and shall be (i) first
transmitted by electronic mail (Email) and then confirmed by postage, prepaid registered post with
acknowledgement due or by recognized courier service; or (ii) sent by postage, prepaid registered post with
acknowledgement due or by recognized courier service, to the event Party at its address set out below:

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M/s DATTAR SOLUTIONS PRIVATE LIMITED

Name : Sandeep Kumar

Designation : Founder

_____________________________________
M/s. Udaan Cargo & Logistics Private Limited (Udaan Logisys)
Name : Harish Kumar
Designation : Business Head

16.1 All notices shall be deemed to have been validly given on (i) the business date immediately after the date of
transmission with confirmed answer back, if transmitted by electronic transmission, or (ii) the business date of
receipt, if transmitted by courier or registered airmail.

16.2 Any 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 Party not less than 30 (Thirty) days prior written notice.

17. Entire Agreement and Amendment

This Agreement, together with all Agreements and documents executed contemporaneously with it or referred to
in it, constitutes the entire understanding between the Parties in relation to its subject matter and supersedes all
prior agreements and understandings whether oral or written with respect to such subject matter, except in
respect of any fraudulent misrepresentation made by a Party; and no variation of this Agreement shall be
effective unless reduced to writing and is duly executed by each of the Parties to this Agreement.

18. Severability

In the event that any term, condition, or provision of this Agreement is held to be or becomes void or otherwise
unenforceable for any reason under any Applicable Law, statute, or regulation, the same shall be deemed to be
omitted from this Agreement and shall be of no force and effect and the validity and/or enforceability of the
remaining provisions of this Agreement shall not in any way be affected or impaired as a result of that omission.
Notwithstanding the above, in the event of any such omission, the Parties shall negotiate in good faith and
formulate a mutually acceptable and satisfactory alternative provision in place of the provision so omitted, to the
full extent possible.