Terms and Conditions

At BAE, we are creating a super app. A super app for all your daily needs. Users can save big with unlimited offers, pickup or book services like a pro and get things delivered with the snap of your finger. As we grow, we aim to help our users discover ways to reduce cost, get superior offerings, save a lot of time and money.

User Terms

1. Registration

You shall be permitted to access the Platform, avail the Bae Services and connect with Merchants(Businesses) and Delivery Partners on the Platform only upon creating an Account and obtaining a registration on the Platform. Your ability to continue using the Platform, Bae Services is subject to your continued registration on the Platform. You will be required to use google and truecaller sign-in while registering on the Platform.

2. Services

2.1 The Platform provides you with the following services ("BAE Services"):

(i) It allows You to connect with Merchants(businesses) and Delivery Partners;

(ii) It allows You to view the items or services ("Items") listed on the Platform by the Tied Up Merchants(Businesses);

(iii) It allows You to 'book' Item(s) or service(s) from the Tied Up Merchants(businesses) listed on the Platform and also allows you to get the Items 'delivered' to You through Delivery Partners ("Purchase Services");

(iv) It also allows You to pickup Item(s) from the Tied Up Merchants(businesses) listed on the Platform;

2.2 Once the Delivery Services/ Purchase Services/Pick-Up and Drop Off Services have been completed or delivered, as the case may be, You shall be promptly notified the same on the Platform.

2.3 You hereby agree and acknowledge that Bae is only a facilitator between You, the Merchants(businesses) and Delivery Partners (as the case maybe) and Bae only provides You with access to the Platform to connect with Merchants(business) and Delivery Partners for You to initiate transactions on the Platform. You hereby agree and acknowledge that Bae will not be a party to any of the transactions that are initiated by You through the Platform and Bae shall not be liable in any manner or incur any liability with respect to the services performed by the Merchants(businesses) or the Delivery Partners, as the case may be. Further, You hereby agree and acknowledge that Bae shall not be liable for the conduct, acts and omissions of the Merchants(businesses) (including their employees and consultants) and Delivery Partners in the course of providing their services to You, or for any loss or damage to the Item or otherwise caused to You as a consequence of or in relation to the services being provided to You by the Merchants(business) or the Delivery Partner, as the case may be.

2.4 You hereby acknowledge that Bae shall not be liable for any damages of any kind arising from your use of the Bae Services, including, but not limited to direct, indirect, incidental, punitive, and consequential damages.

2.5 Bae shall be entitled at any time without giving any reason terminate your request for any Bae Service.

2.6 You hereby agree that Bae shall not be liable for any conduct or misbehaviour or actions of Delivery Partner with respect to any transactions initiated on the Platform. Further, You agree that Bae has no control over the Items provided to you by the Merchants(businesses) and therefore, Bae shall not incur any liability with respect to such Items. However, keeping in mind the interests of the Users, We have informed our Merchants(businesses) to ensure that Items are packaged properly to avoid any form of spillage or damage to the Item or any issues related to packaging

2.7 If a transaction initiated by You on the Platform cannot be completed, Bae shall notify You on the Platform.

2.8 You agree to provide as much information as possible on the Platform with respect to the Items/services You wish to purchase/avail, using the Platform.

2.9 Bae shall use your location based information that is captured by Bae through global positioning system when you are using your mobile device to request a Bae Service on its mobile app. Such location based information shall be used by Bae only to facilitate and improve the Bae Services being offered to You.

2.10 We can’t fulfil any tasks which are immoral or unlawful in nature. Bae reserves the right to refuse to perform any tasks on the grounds of such tasks being immoral/unethical/unlawful/banned either by Bae’s internal policies or as per the independent discretion of Bae. Bae may also refuse to perform any task on the grounds that such task is prohibited under any contract to which we are party.

You understand and acknowledge that Bae by itself does not sell or provide any such Items. Bae is not responsible for the quality, merchantability or fitness of such Items. Accordingly, in the event of any grievances arising from the transaction initiated by you on the Platform pertaining to purchase or sale of any product from any Merchant, You may contact Bae support for routing. your grievances to the Merchant through the Platform.

3. Using Our Service

3.1 You (‘our users’) must follow any policies made available to you within the Services. Don’t misuse our Services. For example, don’t interfere with our Services or try to access them using a method other than the interface and the instructions that we provide. We may suspend or stop providing our Services to you if you do not comply with our terms or policies or if we are investigating suspected misconduct.

3.2 Using our Services does not give you ownership of any intellectual property rights in our Services or the content you access. You may not use content from our Services unless you obtain permission from its owner or are otherwise permitted by law. These terms do not grant you the right to use any branding or logos used in our Services. Don’t remove, obscure, or alter any legal notices displayed in or along with our Services.

3.3 In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. You may opt out of some of those communications.

4. Eligibility

4.1 By registering with BAE and using the App Services, you are representing the following:

(i) You are 18 years of age or older;

(ii) You are capable of entering into a legally binding agreement; and

(iii) You are not barred or otherwise legally prohibited from accessing or using BAE & the App Services.

4.2 If you allow anyone to use your account, including individuals under 18 years of age, you will still be responsible for ensuring that such individuals comply with the terms. You will be responsible for all actions these individuals take in and/or through your account. You also acknowledge that BAE does not have the responsibility of ensuring that you meet the aforesaid requirements. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes.

4.3 Please be aware that BAE reserves the right to revoke your access to the BAE App or App Services, subject to our reasonable discretion. In this regard, we may also choose to suspend your BAE Account or your access to the same. As a registered User, in such an event, you may contact our support team to assist you/resolve the situation.

5. Terms of service

5.1 You agree and acknowledge that we shall not be responsible for:

(i) The services or items provided by the Merchants(businesses) including, but not limited, serving of orders suiting your requirements and needs;

(ii) The Merchant's(businesses) services or items not being up to your expectations or leading to any loss, harm or damage to you;

(iii) The availability or unavailability of certain items or services on the listings; or

(iv) The Merchants(businesses) serving the incorrect orders.

5.2 The details of the listings and price list available on the Platform are based on the information provided by the Merchants(businesses) and we shall not be responsible for any change or cancellation or unavailability.

5.3 You may not be able to avail our Services if your delivery location is outside our current scope of Service. We will keep you informed of the same at the time of confirming your order booking.

5.4 You understand that delivery periods quoted to you at the time of confirming the order is an approximate estimate and may vary. We will not be responsible for any delay in the delivery of your order.

5.5 You order will be only delivered to the address designated by you at the time of placing the order on the Platform. We reserve the right to cancel the order, in our sole discretion, in the event of any change to the place of delivery and you shall not be entitled to any refund for the same. Delivery in the event of change of the delivery location shall be at our sole discretion.

5.6 You shall undertake to provide adequate directions, information and authorisations to accept delivery. In the event of any failure to accept delivery, failure to deliver within the estimated time due to your failure to provide appropriate instructions, or authorizations, then such goods shall be deemed to have been delivered to you and all risk and responsibility in relation to such goods shall pass to you and you shall not be entitled to any refund for the same. Our decision in relation to this shall be final and binding.

5.7 You understand that our liability ends once your order has been delivered to you.

5.8 We do not offer any refunds against goods already purchased from the Platform unless an error that is directly attributable to us has occurred during the purchase of such product or services.

5.9 We constantly strive to provide you with accurate information on the Platform. However, in the event of an error, we may, in our sole discretion, contact you with further instructions.

5.10 If you use the Platform, you do the same at your own risk.

5.11 You agree that the Services shall be provided by us only during the working hours of the relevant Merchants(businesses).

6. Payments Terms

6.1 The Platform allows you to place order for item(s) or service(s) listed on our Platform and we will, subject to the terms and conditions set out herein, enable delivery, booking and pickup of such order to you.

6.2 Bae do not own, sell, resell on its own and/or do not control the Merchants or the Concierge Service Provider or any other services provided in connection thereof. You understand that any order that you place shall be subject to the terms and conditions set out in these Terms of Use including, but not limited to, product(items or services) availability and delivery location serviceability.

6.3 As a general rule, all orders placed on the Platform are treated as confirmed.

6.4 We may contact you by phone and / or email or any other mode of communication including but not limited to in App notification option to inform and confirm any change in the order, due to availability or unavailability or change in price of the order as informed by the Merchant(business) or the Concierge, as the case may be. Please note change or confirmation of the order shall be treated as final. It is clarified that Bae shall not be under obligation to process your order in the event you are unavailable for communication for confirmation.

6.5 All payments made against the purchases of the items or services on the Platform by you shall be compulsorily in Indian Rupees acceptable in the Republic of India. The Platform will not facilitate transactions with respect to any other form of currency with respect to the purchases made on Platform. You can pay by (i) credit card or debit card or net banking; (ii) any other RBI approved payment method at the time of booking an order; or (iii) credit or debit card or cash at the time of delivery. You understand, accept and agree that the payment facility provided by Bae is neither a banking nor financial service but is merely a facilitator providing an electronic, automated online electronic payment, receiving payment on delivery, collection and remittance facility for the transactions on the Platform using the existing authorized banking infrastructure and credit card payment gateway networks. Further, by providing payment facility, Bae is neither acting as trustees nor acting in a fiduciary capacity with respect to the transaction or the transaction price.

6.6 You agree to pay us for the total amount for the order placed by you on the Platform. We will collect the total amount in accordance with the terms and conditions of these Terms of Use and the pricing terms set forth in the applicable catalogue listing for the particular Merchant(business). Please note that we cannot control any amount that may be charged to you by your bank related to our collection of the total amount, and we disclaim all liability in this regard.

6.7 In connection with your order, you will be asked to provide customary billing information such as name, billing address and credit card information either to us or our third party payment processor. You agree to pay us for the order placed by you on the Platform, in accordance with these Terms, using of the methods described in the point above. You hereby authorize the collection of such amounts by charging the credit card provided as part of requesting the booking, either directly by us or indirectly, via a third party online payment processor or by one of the payment methods described on the Platform. If you are directed to our third-party payment processor, you may be subject to terms and conditions governing use of that third party’s service and that third party’s personal information collection practices. The third-party payment processor shall solely be liable for maintaining data security with respect to your data collected and/or stored by them, Bae shall not be held responsible or liable, under any circumstances, for security of the data collected by the third-party payment processor. Please review such terms and conditions and privacy policy before using the Platform services. Once your confirmed booking transaction is complete you will receive a confirmation email summarizing your confirmed booking.

6.8 The final tax bill will be issued by the Merchant(business) to the Buyer along with the order and Bae is merely collecting the payment on behalf of such Merchant(business). All applicable taxes and levies, the rates thereof and the manner of applicability of such taxes on the bill are being charged and determined by the Merchant(business). Bae holds no responsibility for the legal correctness/validity of the levy of such taxes. The sole responsibility for any legal issue arising on the taxes shall reside with the Merchant(business).

6.9 The prices reflected on the Platform are determined solely by the Merchant(business) and are listed based on Merchant’s(businesses) information. Very rarely, prices may change at the time of placing order due to Merchant(business) changing the catalogue price without due intimation and such change of price are at the sole discretion of the Merchant(business) attributing to various factors beyond control.

Disclaimer: Prices on any product(s)(items or services) as is reflected on the Platform may due to some technical issue, typographical error or product information supplied by Merchant be incorrectly reflected and in such an event Merchant may cancel such your order(s).

6.10 The Merchant(business) shall be solely responsible for any warranty/guarantee of the items or services sold to the Buyers and in no event shall be the responsibility of Bae.

6.11 The transaction is bilateral between the Merchant(business) and Buyer and therefore, Bae is not liable to charge or deposit any taxes applicable on such transaction.

7. Your Use of BAE

7.1 When you use our App, you are representing to us that:

(i) Your use of the App shall not violate any applicable law or regulation, and that you fulfill the eligibility criteria set forth under Section 2;

(ii) Your personal and non-commercial use of the App prevents you from decompiling, reverse engineering, disassembling content, removing any intellectual property right associated with our App, including copyright, trademarks, trade secrets, designs, and patents, or other proprietary notices.

(iii) You shall not access or use the App in any manner that may be harmful to the operation of the App or its content;

(iv) You shall not use any product or service available on the App for commercial purposes, or use the App Services in any way that is unlawful, or harms BAE or any other person or entity;

(v) You will not post, distribute, or otherwise transmit or make available any software or other computer files that contain a virus or other harmful component, or otherwise impair or damage the App or any connected network, or otherwise interfere with any person or entity's use or enjoyment of the App.

(vi) You will not delete or modify any content of the App, such as legal notices, disclaimers or proprietary notices, copyright or trademark symbols and logos.

(vii) Your use of BAE shall indicate that you have provided consent to automatically receive requested updates such as bug fixes, patches, enhanced functions, missing plug-ins and new versions (collectively, ‘Updates’), for the purpose of effective delivery of the App Services. Please note that your continued use of the App following such Updates would mean deemed acceptance by you of the same.

8. Violation of Terms of Use / Suspicious Activity

8.1 If we believe that you have violated any of the conditions as mentioned under these Terms or our Privacy Policy, we reserve the right to suspend your access to the App and/or delete your Account without prior notice to you. If we have reason to believe that there is suspicious or unusual activity being carried out through your account, we may temporarily or permanently suspend your access to the App Services. You may reach out to the BAE support team to assist you with any query or question arising as a result of the afore-mentioned suspension/ deletion to resolve the same.

8.2 You may end your legal agreement with BAE at any time by deactivating your account and discontinuing the use of the App Services.

9. Privacy

9.1 We collect, hold, use and transfer your personal data in accordance with our Privacy Policy. By agreeing to the Terms of Use, you hereby agree to our Privacy Policy, which may be updated and/or modified by us from time to time. You understand and agree that, to the extent permitted by applicable law, any data provided by you in connection with the App Services may be shared with our affiliates or partners, and/ or used by us for enhancing the App Services, including but not limited to creating new products. Please refer to the Privacy Policy for further clarity on the subject.

10. Disclaimer

10.1 The App Services, including all content, software, functions, material, and information made available or accessible through the Services are provided “as is”. BAE, their respective agents, co-branders or partners, make no representation and warranty of any kind for the content, software, functions, material, and information available/accessible through the Services.

10.2 BAE does not warrant that the functions contained in content, information and materials on the App, including, without limitation any third-party sites or services linked to the App will be uninterrupted, timely or error-free, that the defects will be rectified, or that the App or the servers that make such content, information, and materials available are free of viruses or other harmful components.

11. Limitation of Liability

11.1 In no event shall BAE, its officers, owners, directors, employees and agents, partners, co-branders, licensors, licensees, consultants, or contractors be liable to you or any third party for any special, incidental, indirect, consequential or punitive damages or losses whatsoever, or damages for loss of data or profits, goodwill, and/ or other intangible loss, whether or not foreseeable and regardless of whether BAE has been advised of the possibility of such damages, or based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or any other claim arising out of or in connection with your use of, or access to, the App or App Services.

12. Indemnity

12.1 You agree to defend, indemnify and hold harmless BAE, its officers, owners, directors, employees and agents, partners, co-branders, licensors, licensees, consultants, contractors and other applicable third parties (collectively ‘Indemnified Parties’) from and against any and all claims, demands, damages, obligations, losses, liabilities, cause of action, costs or debt, and expenses (including any legal fees) arising from:

(i) your use of and access to the App;

(ii) your violation of any of these terms;

(iii) your violation of any third party right, including any intellectual property right or privacy right;

(iv) the committing of any of the prohibited activities as stated here;

(v) any claim that your use of the App caused damage to a third party.

13. General

13.1 No joint venture, partnership, employment or agency relationship exists between you, BAE or any Third Party as a result of the contract between you and BAE or the use of the App Services. If any provision of these Terms is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of these Terms but the legality, validity and enforceability of the other provisions in these Terms shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of these Terms. These Terms constitute the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In these Terms, the words “including” and “include” mean “including, but not limited to.”

14. Treatment of information provided by you

14.1 We process information provided by you to us in accordance with our Privacy Policy.

15. Third Party Content

15.1 We cannot and will not assure that other users are or will be complying with the foregoing rules or any other provisions of these Terms of Use, and, as between you and us, you hereby assume all risk of harm or injury resulting from any such lack of compliance.

15.2 You acknowledge that when you access a link that leaves the Platform, the site you will enter into is not controlled by us and different terms of use and privacy policy may apply. By assessing links to other sites, you acknowledge that we are not responsible for those sites. We reserve the right to disable links to and / or from third-party sites to the Platform, although we are under no obligation to do so.

16. Severability

16.1 If any of these Terms of Use should be determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these Terms of Use are intended to be effective, then to the extent and within the jurisdiction where that term is illegal, invalid or unenforceable, it shall be severed and deleted and the remaining Terms of Use shall survive, remain in full force and effect and continue to be binding and enforceable.

17. Non-assignment

17.1 You shall not assign or transfer or purport to assign or transfer the contract between you and us to any other person.

18. Contact us

If you have any concerns, complaints or grievances about the terms or other users or their manner of use of the application infringe or violate your rights or any complaints about how we handle your personal information, please feel free to contact us any time at:

Email: [email protected]

We will revert back to your request within 30 days.

Merchant(Business) Terms

1. Terms of use

1.1 The Bae Merchant(business) Terms of Use (“Terms”), represents and confirms our mutual Terms with respect to the Merchant's(businesses) participation on the proprietary mobile platform currently made available by Bae Internet Private Limited (“Bae” or “us”) or its affiliates, from time-to-time, and referred to as the “Bae App”. Upon signing by both parties, the Letter and the Bae Merchant Terms of Use binding and enforceable legal contract between you and Bae as of the date set forth above (“Effective Date”)

The Terms with you are as follows:

(i) Our Terms shall consist of this Letter, together with the addenda (individually, an “Addendum”) addressing areas of collaboration agreed to by both of us (this Letter and any and all such Addenda are collectively the “Terms”). In connection with each Addendum, we will designate those actions, responsibilities and services to be respectively provided by each of us. In the event of a conflict, the terms contained in an Addendum will supersede conflicting terms contained in these Terms.

(ii) We each agree to work in good faith with one another on certain collaborative projects, (as described below) or other projects as we mutually agree, in connection with the item(s) or service(s), which include food, health, cosmetics, grocery, meat & fish & other products or services made available [each an “Item(s)”] via the Bae App. Each project will be further specified in an Addendum, and any such project will only be undertaken once we mutually execute such Addendum.

(iii) The suggested search term(s) or Merchant(business) item(s) or service(s) visible on the Bae App is the general availability of Item(s) or service(s) during the Merchant’s normal business hours. The Merchant’s(businesses) customers (the “Buyers” and/or “Bae App Users”/” User(s)”) may select Item(s) from the displayed search term(s)/listing(s) on the Bae App.

2. Availability of Item(s) or Service(s)

2.1 Item(s): Bae will provide you reasonable advice regarding demand prediction, which you may use in connection with your determination of the quantity and type of Items made available via the Bae App. You are fully responsible for quality, safety and delivery of the Items and you shall adhere to all applicable laws and regulations in relation to the preparation, provision, packaging and delivery of the Items. You will determine any quality, portion, size, ingredient or other criteria (including those of laws and regulations) that apply to the Items (“Criteria”) and you are solely responsible for ensuring that the Items meet such criteria when then are made available via the Bae App. In the event of failing to provide Items that adhere to the Criteria (each, a “Substandard Item”), Bae is under no obligation to make such Substandard Items available for sale via the Bae App.

2.2 Services(s): Bae will provide you option to distribute your services, which you may use in connection with service(s) made available via the Bae App. You are fully responsible for quality, safety and delivery of the Services and you shall adhere to all applicable laws and regulations in relation to the preparation, provision and delivery of the Services. In the event of failing to provide Services that adhere to the Criteria (each, a “Substandard Service”), Bae is under no obligation to make such Substandard Services available for sale via the Bae App.

2.3 Taxe(s): You are responsible for determining and setting the retail price (“Retail Price”) for each Item or service and duly informing Bae as and when you distriubte an item or service via the app, including any Item discount(s)/service discount(s) on offer.

2.4 Item or service Inventory: You maintain title to all Item or service inventory until each Item or service is delivered to a User. You are responsible for the costs of all Items. Whenever a User wishes to avail Items or Service as identified by the App, Bae will notify the Merchant(business) Partner of the specifications and particulars of the order as is received from the User. Upon receipt of an order request from a User, the Merchant(business) Partner shall keep ready the product or provide any service as required by the User. In the event the specifications are not sufficient for the Merchant(business) Partner to process any order, the Merchant Partner must seek further information as required.

2.5 Notwithstanding these Terms, Bae reserves the right to temporarily discontinue Services or permanently terminate with immediate effect for material breach or non-compliance by the Merchant(business) Partner which includes, but is not limited to, the following instances:

(i) User/Buyer complaints received by Bae which are directly or indirectly attributable to the quality of item(s) provided by the Merchant Partner either through poor ratings, as defined by Bae, through calls placed with Bae or through any other means;

(ii) Breach of the provisions of the Drugs and Cosmetics Act, 1940 and the rules, including any other law applicable to the Merchant(business) Partner;

(iii) Breach of the provisions of the food safety and standards act, 2006 and the rules, including any other law applicable to the Merchant(business) Partner;

(iv) Breach of the representations and warranties of the Merchant Partner; or

(v) Any other material breach of the terms.

(vi) Notwithstanding anything contained under this Terms, Bae has the right to immediately delist any of the item(s) or service(s) from the Platform, which is not in compliance with applicable law or the rules or regulations, made thereunder.

(vii) You are responsible for costs related to reimbursement to the Users in the event Users have either refused to pay for or have claimed partial or full refund, as applicable, for reasons that are attributable to Merchant(business) Partner, including but not limited to, User’s expectations not being met or User dissatisfaction in relation to, inter alia, the quality of the Item(s) or service(s), undelivered Item(s) or service(s), discrepancy in the Item(s) or service(s) delivered which is not in accordance with the Item or service placed and/or those Item(s) or service(s) for which User requests for a replacement. (“Disputed Orders”) Any such User(s) request a refund for any Item(s) (including, without limitation, any costs associated with retrieving any such Item(s), if applicable), for reasons that are considered by Bae in its sole discretion as reasonable, for (i) request by the Users of refund or (ii) acceptance by the Delivery Partner of the request. Bae may deduct refunds from the payment made to you under these Terms.

It is clarified that Bae shall not be liable to make any payment for a Disputed Order. Bae shall reserve the right to recover from Merchant Partner, the amount paid to Users/Buyers as refund upto the order value.

2.6 Commission Fee: In consideration for use of the Bae App, Bae will not charge you a commission fee for a item or service transaction. Bae will charge you a recurring nominal monthly fee of 3000 Indian Rupees only-. All fees under these Terms shall be paid in Indian Rupees and are exclusive of any taxes, including Indirect Tax and withholding tax, if applicable.

3. Confidential Information

3.1 “Confidential Information” means any confidential, proprietary or other non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”), whether disclosed verbally, in writing, or by inspection of tangible objects. Confidential Information will not include that information that (a) was previously known to the Recipient without an obligation of confidentiality; (b) was acquired by the Recipient without any obligation of confidentiality from a third party with the right to make such disclosure; or (c) is or becomes publicly available through no fault of the Recipient. Each Recipient agrees that it will not disclose to any third parties, or use in any way other than as necessary to perform this Terms, the Discloser’s Confidential Information. Each Recipient will ensure that Confidential Information will only be made available to those of its employees and agents who have a need to know such Confidential Information and who are be bound by written obligations of confidentiality at least as protective of the Discloser as this Terms before such individual has access to the Discloser’s Confidential Information. Each Recipient will not, and will not authorize others to, remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Confidential Information. The foregoing prohibition on disclosure of Confidential Information will not apply to the extent the Discloser has authorized such disclosure, nor to the extent a Recipient is required to disclose certain Confidential Information of the Discloser as a legal obligation based on the applicable laws and regulations or order of a court, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose and reasonably assist in filing petition of objection etc. prior to making such disclosure. Upon expiration or termination of this Terms and as requested by a Discloser, each Recipient will deliver to the Discloser (or destroy at the Discloser’s election) any and all materials or documents containing the Discloser’s Confidential Information, together with all copies thereof in whatever form.

4. Disclaimer

4.1 Each party hereby represents and warrants that: (a) it has full power and authority to enter into this Terms and perform its obligations hereunder; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered into, and during the Term (as defined below) will not enter into, any Terms that would prevent it from complying with or performing under this Terms (in your case, including without limitation, any exclusive Terms with any third parties for the availability of item via a technology platform); and (d) the content, media and other materials used or provided as part of this Terms shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party.

Partner(Driver) Terms

Customer acknowledges and agrees that Bae is a technology services provider that does not provide transportation or logistics or delivery services, function as a transportation/logistics carrier, nor operate as an agent for the delivery of good(s)/item(s) purchased, logistic(s) services and/or transportation of passengers.

1. Terms of use

1.1 In order to use the Bae Services, 'the driver(s) or delivery person(s)' must agree to the terms and conditions that are set-forth below. Upon Customer’s execution (electronic or otherwise) of this Agreement, Customer and Bae shall be bound by the terms and conditions set-forth herein.

(i) “City Addendum” means an addendum or supplemental information to this Agreement setting forth additional Territory-­‐specific terms, as made available and as updated by Bae from time to time.

(ii) “Device” means a Bae Device or Driver-­‐Provided Device, as the case may be.

(iii) “Driver” means a principal, employee or contractor of Customer: (a) who meets the then-­‐ current Bae requirements to be an active driver using the Bae Services; (b) whom Bae authorizes to access the Bae Services to provide Transportation and/or Logistics Services on behalf of Customer; and (c) who has entered into the Driver Addendum.

(iv) “Driver ID” means the identification and password key assigned by Bae to a Driver that enables a Driver to use and access the Bae Partner App.

(v) “Bae Partner App” means Bae’s mobile application that enables independent contractor couriers to access the Bae Services for the purpose of seeking, receiving and fulfilling on-­‐demand requests for on-demand delivery services by Users, as may be updated or modified by Bae at its discretion from time to time.

(vi) “Bae Data” means all data related to the access and use of the Bae Services hereunder, including all data related to Users (including User Information), all data related to the provision of Transportation and/or Logistics Services via the Bae Services and the Driver App, and the Driver ID.

(vii) “Bae Device” means a mobile device owned or controlled by Bae that may be provided to Customer or a Driver for the sole purpose of such Driver using the Driver App to provide Transportation and/or Logistics Services and for no other purpose whatsoever.

(viii) “Bae Services” mean Bae’s electronic services rendered via a digital technology platform, being on-­‐demand intermediary and related services that enable transportation and/or logistics providers to seek, receive and fulfil on-­‐demand requests for transportation and/ or logistics services by Users seeking such transportation and/ or logistics services; such Bae Services include access to the Driver App and Bae’s related software, websites, payment services as described below, and related support services systems, as may be updated or modified by Bae at its discretion from time to time.

(ix) “Fare” has the meaning set forth in Section 4.1.

(x) “Logistics Services” has the meaning set forth in Section3.1

(xi) “App On-boarding Fee” shall mean the one-time amount charged by Bae on the the driver(s) or delivery person(s) at the time of on-boarding onto the Bae Driver App.

(xii) “Service Fee” has the meaning set forth in Section 4.4.

(xiii) “Transportation/Logistics Services” has the meaning set forth in Section3.1.

(xiv) “Territory” means the city or metro areas in the territory of India which Customer and its Drivers are enabled by the Driver App to receive requests for Transportation and/or Logistics Services.

(xv) “Tolls” means any applicable road, bridge, ferry, tunnel and airport charges and fees, including inner-­‐city congestion, environmental or similar charges as reasonably determined by the Bae Services based on available information.

(xvi) “User” means an end user authorized by Bae to use Bae’s mobile application for the purpose of obtaining Transportation and/or Logistics Services offered by Bae’s transportation and/or logistics provider customers.

(xvii) “User Information” means information about a User made available to Customer or a Driver in connection with such User’s request for and use of Transportation and/or logistics Services, which may include the User’s name, pick-­‐up location, contact information and photo.

(xviii) “Vehicle” means any vehicle of driver or the delivery person that: (a) meets the then-­‐current Bae requirements for a vehicle on the Bae Services; and (b) Bae authorizes for use by a Driver for the purpose of providing Transportation and/or Logistics Services on behalf of Customer

2. Use of Bae Services

2.1 Driver IDs Bae will issue Driver ID for each Driver providing Transportation and/or logistic Services to enable each Driver to access and use the Driver App on a Device in accordance with the Driver Addendum and this Agreement.

2.2 Provision of Transportation and/or Logistics Services When the Driver App is active, User requests for Transportation and/or Logistics Services may appear to a Driver via the Driver App if the Driver is available and in the vicinity of the User. If a Driver accepts a User’s request for Transportation and/or Logistics Services, the Bae Services will provide certain User Information to such Driver via the Driver App, including the User’s first name and pickup location, contact number, pickup location and the drop location. In order to enhance User satisfaction with the Bae mobile application and Customer’s and Driver(s) Transportation and/or Logistics Services, it is recommended that the Driver wait at least ten (10) minutes for a User to show up at the requested pick-­‐up location. It is also recommended that the Driver understands the local regulation(s), including the minimum age and purchase quantity condition(s) with respect to the purchase and/or delivery of alcoholic beverages, item(s) containing tobacco including any other restricted item(s) under applicable law. The Driver will obtain the destination and/or the purchase outlet detail(s) from the User, either in person upon pickup or from the Driver App if the User elects to enter such destination and/or the purchase outlet via Bae’s mobile application.

2.3 Location Based Services Driver or delivery person acknowledges and agrees that each Driver’s geo-­‐location information must be provided to the Bae Services via a Device in order to provide Transportation and/or Logistics Services. Driver or the delivery person acknowledges and agrees, and shall inform and obtain the consent of each Driver, that: (a) the Driver’s geo-­‐location information will be monitored and tracked by the Bae Services when the Driver is logged into the Driver App and available to receive requests for Transportation and/ or Logistics Services, or when the Driver is providing Transportation and/ or Logistics Services; and (b) the approximate location of the Driver’s Vehicle will be displayed to the User before and during the provision of Transportation and/ or Logistics Services to such User. In addition, Bae may monitor, track and share a Driver’s geo-­‐location information obtained by the Driver App and Device for safety, security, technical, marketing and commercial purposes, including to provide and improve Bae’s products and services.

3. Drivers and Vehicles

3.1 Driver Requirements Driver or delivery person acknowledges and agrees that each Driver shall at all times: (a) hold and maintain (i) a valid driver's license with the appropriate level of certification to operate the Vehicle assigned to such Driver, and (ii) all licenses, permits, approvals and authority applicable to Customer and/or Driver that are necessary to provide passenger transportation services to third parties in the Territory and/or logistic services, involving the purchase of item(s) third parties in the Territory; (b) possess the appropriate and current level of training, expertise and experience to provide Transportation and/or Logistics Services in a professional manner with due skill, care and diligence; and (c) maintain high standards of professionalism, service and courtesy. Driver or the delivery person acknowledges and agrees that Bae reserves the right, at any time in Bae's sole discretion, to deactivate or otherwise restrict a Driver from accessing or using the Driver App or the Bae Services if Customer or such Driver fails to meet the requirements set forth in this Agreement

3.2 Vehicle Requirements Driver or delivery person acknowledges and agrees that each Vehicle shall at all times be: (a) properly registered and licensed to operate as a passenger transportation vehicle and/or Vehicle to transport Item(s) purchased in the Territory; (b) owned or leased, or otherwise in lawful possession; (c) suitable for performing the passenger transportation service and/or Vehicle to transport item(s) as contemplated by this Agreement; and (d) maintained in good operating condition, consistent with industry safety and maintenance standards for a Vehicle of its kind and any additional standards or requirements in the applicable Territory, and in a clean and sanitary condition.

2.3 Documentation To ensure each of its Drivers’ compliance with all requirements above, Customer must provide Bae with written copies of all such licenses, permits, approvals, authority, registrations and certifications prior to the applicable Drivers’ provision of any transportation services and/or logistic services. Thereafter, Driver or delivery person must submit to Bae written evidence of all such licenses, permits, approvals, authority, registrations and certifications as they are renewed. Bae shall, upon request, be entitled to review such licenses, permits, approvals, authority, registrations and certifications from time to time, and driver’s failure to provide or maintain any of the foregoing shall constitute a material breach of this Agreement. Bae reserves the right to independently verify any Driver’s documentation from time to time in any way Bae deems appropriate in its reasonable discretion.

4. Privacy

4.1 Subject to all applicable laws, Bae may provide to a third party any information (including personal data and any Bae Data) about Drivers provided hereunder if: (a) there is a complaint, dispute or conflict, including an accident, between a Driver and a User; (b) it is necessary to enforce the terms of the Agreement; (c) it is required, in Bae’s or any Affiliate’s sole discretion, by applicable law or regulation; (d) it is necessary, in Bae’s or any Affiliate’s sole discretion, to(1) protect the safety, rights, property or security of Bae, the Bae Services or any third party, (2) detect, prevent or otherwise address fraud, security or technical issues, and/or (3) prevent or stop activity which Bae or any of its Affiliates, in their sole discretion, consider to be, or to pose a risk of being, illegal, unethical or legally actionable; or (e) it is required or necessary, in Bae’s or any Affiliate’s sole discretion, for insurance or other purposes related to Customer’s and/or Driver’s ability to qualify, or remain qualified, to use the Bae Services. Customer understands that Bae may retain Customer’s and/or Driver(s) personal data for legal, regulatory, safety, and other necessary purposes after this Agreement is terminated. Bae processes personal data (including that referenced above) in accordance with its privacy policy located at https://baewithyou.com/

5. Representations and Warranties; Disclaimers

5.1 By Drivers Driver hereby represents and warrants that: (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered into, and during the term will not enter into, any agreement that would prevent it from complying with this Agreement; (d) it will comply with all applicable laws in its performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide Transportation and/or Logistics Services Vehicles pursuant to this Agreement

5.2 Disclaimer of Warranties Bae provides, and Driver accepts, the Bae Services, Driver App and the Bae Devices on an "as is" and "as available" basis. Bae does not represent, warrant or guarantee any Driver’s access to or use of the Bae Services, Driver App or the Bae Devices: (a) will be uninterrupted or error free; or (b) will result in any requests for Transportation Services. Bae functions as an on-­demand lead generation and related service only and makes no representations, warranties or guarantees as to the actions or inactions of the Users who may request or receive Transportation/Logistics Services from any Driver hereunder, and Bae need not screen or otherwise evaluate Users. By using the Bae Services and Driver App, Driver acknowledges and agrees that a Driver may be introduced to a third party (including Users) that may pose harm or risk to a Driver or other third parties. Drivers are advised to take reasonable precautions with respect to interactions with third parties encountered in connection with the use of the Bae Services or Driver App.

5.3 No Service Guarantee Bae does not guarantee the availability or uptime of the Bae Services or Driver App. Driver acknowledges and agrees that the Bae Services or Driver App may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the Bae Services or Driver App may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and Bae is not responsible for any delays, delivery failures or other damages, liabilities or losses resulting from such problems.

6. Indemnification

6.1 Drivers shall indemnify, defend (at Bae’s option) and hold harmless Bae and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to: (a) Driver’s breach of its representations, warranties or obligations under this Agreement; or (b) a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to Customer’s provision of Transportation and/or Logistics Services or use of the Bae Services.

6.2 As between Driver and Bae, Driver is and shall be solely responsible for its provision of Transportation Services. As such, Driver shall indemnify, defend (at Bae’s option) and hold harmless Bae and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes directly or indirectly arising out of or related to its Drivers’ provision of Transportation and/or Logistics Services or use of the Bae Services.

7. Limits of Liability

7.1 Bae and its Affiliates shall not be liable under or related to this Agreement for any of the following, whether based on contract, tort or any other legal theory, even if a party has been advised of the possibility of such damages: (i) any incidental, punitive, special, exemplary, consequential, or other indirect damages of any type or kind; or (ii) Driver's or any third party’s property damage, or loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage. Except for Bae’s obligations to pay amounts due to Driver pursuant to point mentioned above, but subject to any limitations or other provisions contained in this Agreement which are applicable thereto, in no event shall the liability of Bae or its Affiliates under this Agreement exceed the amount of Service Fees actually paid to or due to Bae hereunder in the six (6) month period immediately preceding the event giving rise to such claim. Driver acknowledges and agrees that any and all claims Driver has or purports to have against Bae and/or its Affiliates should be notified to Bae and/or its Affiliates within one (1) year after the event(s) that gave rise to such claim and that Driver forfeits all rights in respect of that claim if Driver fails to do so. These limitations do not purport to limit liability that cannot be excluded by applicable law.

8. Term and Termination

8.1 Term This Agreement shall commence on the date that the Agreement is executed by Driver (electronically or otherwise) and shall continue until terminated as set forth herein.

8.2 Termination Either party may terminate this Agreement: (a) without cause at any time upon seven (7) days prior notice to the other party; (b) immediately, without notice, for the other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, Bae may terminate this Agreement or deactivate a particular Driver immediately, without notice, with respect to Driver in the event any Driver, as applicable, no longer qualifies, under applicable law or the standards and policies of Bae, to provide Transportation Services or to operate the Vehicle, or as otherwise set forth in this Agreement.

8.3 Effect of Termination Upon termination of the Agreement, Drivers, as applicable, shall: (a) promptly return to Bae all Bae Devices; and (b) immediately delete and fully remove the Driver App from any applicable Driver-­‐Provided Devices.

9. Insurance

9.1 Driver represents and agrees that he or she holds or is otherwise covered by a valid policy of liability insurance (in industry-standard coverage amounts) with respect to Driver’s operation of the Vehicle(s) under the terms and conditions mentioned above.

10. No Third-Party Beneficiary

10.1 The parties acknowledge that Bae is a third-party beneficiary to this agreement. Bae will have the irrevocable right (and will be deemed to have accepted the right unless this is rejected promptly after receipt of a copy of the executed agreement) to enforce the terms and conditions agreement against Transportation/Logistics Company and Driver as a third-party beneficiary thereof.

10.2 By clicking “I accept” on the Bae Driver App (as such may be required by applicable law), Driver expressly acknowledges that he or she: (i) has read and understood this agreement/terms and conditions; (ii) has had the opportunity to consult with others (including an attorney) regarding this agreement; (iii) agrees to be bound by the terms and conditions of this agreement; and (iv) is legally competent to enter into this agreement.

Covid-19 Guidelines

We’re passionate about ensuring cities are accessible to everyone, everywhere without any itch of the problem. During COVID-19, our mission resonated louder and clearer. At Bae, we are committed to ensuring you have access to essentials, without leaving your house. We understand that you might have questions about how we’re navigating the COVID-19 epidemic. At Bae, we’re doing our best to ensure that we’re following all preventive measures, and your safety and wellbeing is prioritized, always.

The World Health Organisation recommends we all remember the ‘Five’

HANDS - Wash them often

ELBOW - Cough into it

FACE - Don't touch it

FEET - Stay more than 3 feet apart

FEEL - Sick or unwell? Stay home

Please follow guidelines prescribed by WHO, Central Government, and local authorities. We can overcome this, but only if we do it together.

In light of COVID-19, we would like to take this time to put forth community guidelines for our users.

1. For our users

1.1 Bae Services during COVID-19 During the containment of the COVID-19 virus, Bae Partners or Driver Partners will only deliver essential items as categorized by the local authorities. Essential products like medicines must be made through the “medicine” category and with a valid prescription only. Under no circumstances, will your partner deliver any non-essential items or habit-forming substances like cigarettes or tobacco. Please refrain from asking your partner to purchase something outside of the app.

1.2 Responsible Use of Bae Services You must use Bae Services responsibly and in compliance with the law. Please ensure that you handover to the Bae Partners only essential items/products that can be transported under the prevailing guidelines issued by central, state and local authorities. Your Partner can refuse to complete an order, if they feel otherwise, or can contact local authorities if they wish to. Note, if you misuse the platform, your partner can run into trouble as well. You must use the service responsibly.

1.3 Item Restriction Hygiene and essential items like sanitizers or groceries might be limited in number currently. Please be respectful and avoid hoarding of items, to ensure resources are adequately distributed amongst the community.

1.4 Tipping Your Bae partner is going the extra mile so that you can stay safe indoors. 100% of your tip will be provided to your Partner

1.5 Be Respectful Your Bae partners are doing their best to ensure you get your item delivered on time. Treat your partners the way you would like to be treated. Please be respectful, and know they’re doing their best so that you can stay indoors and be safe

1.6 An inclusive Community At Bae, we celebrate inclusion and diversity amongst our large community of users, partners, merchants, and employees. Remember, when you use Bae, you might interact with people who look or think differently from you. Promoting a respectful community is one of our key values and we do not support 'any form' of 'discrimination', among our large community of users, partners, merchants(business) and employees.

2. For our Partners

2.1 Containing Community Spread All your partners are aware and following recommended preventive measures to ensure you and our community can stay safe.

2.2 Social Distancing at Stores A tech solution to queue orders enables the Partners to keep a safe distance at stores and avoid overcrowding while ensuring orders are also fulfilled. Your partner will be standing in line and waiting his/her turn patiently. You must be patient as well.

2.2 Remote Onboarding If you wish to sign up during this time to serve your city as a Dunzo Partner, by ensuring essentials reach those who need it the most, please sign up here. You can be onboarded through our remote onboarding facility.