Bioenzene | Terms & conditions

These terms of use (" Terms of Use ") mandate the terms on which users ("You " or "Your" or "Yourself" or "Users") interested in browsing or availing Bioenzene Services (defined below), and accessing the platform www.Bioenzene.com and the mobile application owned and operated by Bioenzene Digital Private Limited ("Bioenzene") collectively referred to as, the "Platform" connects with the merchants registered on the Platform ("Tied-up Merchants"), merchants not registered on the Platform ("Non-tied up Merchants") (together hereinafter referred to as "Merchants") and with delivery partners ("Delivery Partners") to avail the Bioenzene Services.

Please read the Terms of Use carefully before using the Platform or registering on the Platform or accessing any material or information through the Platform. By clicking on the "I Accept" button, You accept this Terms of Use and agree to be legally bound by the same.

Use of and access to the Platform is offered to You upon the condition of acceptance of all the terms, conditions and notices contained in this Terms of Use and Privacy Policy, along with any amendments made by Bioenzene at its sole discretion and posted on the Platform from time to time.

For the purposes of these Terms of Use, the term 'Bioenzene' or 'Us' or 'We' refers to Bioenzene Digital Private Limited. The term 'You' refers to the user or visitor of the Website and/or App. When You use our services, You will be subject to the terms, guidelines and policies applicable to such service and as set forth in these Terms of Use. As long as you comply with these Terms of Use, We grant You a personal, non-exclusive, non-transferable, limited privilege to enter and use our Platforms and services.

PART A - GENERAL TERMS RELATING TO BIOENZENE SERVICES

1. Registration:

You shall be permitted to access the Platform, avail the Bioenzene Services and connect with Merchants and Delivery Partners on the Platform only upon creating an Account (as defined below) and obtaining a registration on the Platform. Your ability to continue using the Platform, Bioenzene Services is subject to Your continued registration on the Platform. You will be required to enter Your personal information including your name, contact details, valid phone number while registering on the Platform.
As a part of the registration, You may be required to undertake a verification process to verify Your personal information and setting up the Account.
Bioenzene shall have the right to display the information, feedback, ratings, reviews etc. provided by You on the Platform. You agree and accept that as on the date of Your registration on the Platform, the information provided by You is complete, accurate and up-to-date. In the event of any change to such information, You shall be required to promptly inform Bioenzene of the same, in writing, at least 1 (one) week prior to the date on which such change shall take effect. You acknowledge and accept that Bioenzene has not independently verified the information provided by You. Bioenzene shall in no way be responsible or liable for the accuracy or completeness of any information provided by You. If You provide any information that is untrue, inaccurate, not current or incomplete, or Bioenzene has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Bioenzene reserves the right to suspend or terminate Your Account (defined below) and refuse any and all current or future use of the Platform (or any portion thereof) at any time.

2. Bioenzene Services:

The Platform provides You with the following services (" Bioenzene Services"):
1. It allows You to connect with Merchants and Delivery Partners;
2. It allows You to view the items/services ("Items") listed on the Platform by the Tied Up Merchants;
3. It allows You to purchase Item(s) from the Tied Up Merchants listed on the Platform and allows You to get the Items delivered to You through Delivery Partners ("Purchase Services");
4. It allows You to purchase Items from Non-Tied Up Merchants and get the same delivered to You by the Delivery Partners ("Delivery Services");
5. It allows you to pick up- and drop off packages from 1 (one) location to the other through the Delivery Partner;
6. It allows You to give ratings, write comments and reviews about Delivery Partners and Merchants
7. It facilitates improvement in the quality of the services provided by Bioenzene on the Platform based on User ratings, reviews and feedbacks provided on the Platform.
Once the Delivery Services have been completed or delivered, as the case may be, You shall promptly notify the same on the Platform.
Bioenzene may, at its absolute sole discretion, add, modify, upgrade, extend, withdraw or alienate any of the Bioenzene Services listed above from time to time. Bioenzene does not provide any guarantee to You that the Bioenzene Services will be made available to You at all times.
You hereby agree and acknowledge that Bioenzene is only a facilitator between You, the Merchants and Delivery Partners (as the case maybe) and Bioenzene only provides You with access to the Platform to connect with Merchants and Delivery Partners for You to initiate transactions on the Platform. You hereby agree and acknowledge that Bioenzene will not be a party to any of the transactions that are initiated by You through the Platform and Bioenzene shall not be liable in any manner or incur any liability with respect to the services performed by the Merchants or the Delivery Partners, as the case may be. Further, You hereby agree and acknowledge that Bioenzene shall not be liable for the conduct, acts and omissions of the Merchants (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 or the Delivery Partner, as the case may be.
You shall be eligible to avail the Bioenzene Services as per applicable laws. If You are purchasing any medicinal product, using the Platform, for which You are required to have a valid prescription from a medical practitioner, You shall, ensure that physician, as far as possible, prescribe drugs with generic names and he / she shall ensure that there is a clear prescription and will upload the same on the Platform, while initiating a transaction with respect to the same on the Platform. Failure to do the same, shall result in cancellation of the transaction. Only upon verification of the medical prescription, will You be able to avail the Bioenzene Services for purchasing the required medicines.
You shall not initiate any transaction for any Item on the Platform which is illegal, immoral, unethical, unlawful, unsafe, contains harmful substance and is in violation of this Terms of Use and applicable laws. You specifically agree that You shall not initiate any transaction on the Platform for the purchase or delivery of any alcoholic beverages, narcotic drug or psychotropic substance, etc. Further, You hereby acknowledge and agree that Bioenzene shall not be liable for any indirect, direct damage or loss, cost, expense incurred by You in relation to the transactions initiated by You on the Platform.
Bioenzene does not check or verify the packages that are being picked up and dropped off on behalf of You or the Items that are being delivered to You by the Delivery Partner, and therefore Bioenzene shall have no liability with respect to the same. However, if it comes to the knowledge of Bioenzene that You have packaged any illegal or dangerous substance or availed the Pick- up and Drop Off Services using the Platform to deliver any illegal or dangerous substance, Bioenzene shall have the right to report You to the government authorities and take other appropriate legal actions against You.
You hereby acknowledge that Bioenzene shall not be liable for any damages of any kind arising from Your use of the Bioenzene Services, including, but not limited to direct, indirect, incidental, punitive, and consequential damages.
Bioenzene shall be entitled at any time without giving any reason terminate Your request for any Bioenzene Service.
You hereby agree that Bioenzene 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 Bioenzene has no control over the Items provided to You by the Merchants and therefore, Bioenzene shall not incur any liability with respect to such Items. However, keeping in mind the interests of the Users, We have informed our Merchants to ensure that Items are packaged properly to avoid any form of spillage or damage to the Item or any issues related to packaging
You hereby agree that scheduling and rescheduling a transaction on the Platform depends upon the availability of Delivery Partners around Your area at the time of such scheduling and re-scheduling a transaction. Should You choose to reschedule a transaction on the Platform at a later point of time, You shall cancel the current transaction on the Platform (if initiated) and initiate a new transaction on the Platform, as per Your convenient time.
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.
Bioenzene shall use Your location-based information that is captured by Bioenzene through global positioning system when You are using Your mobile device to request a Bioenzene Service.
We can’t fulfil any tasks which are immoral or unlawful in nature. Bioenzene reserves the right to refuse to perform any tasks on the grounds of such tasks being immoral/unethical/unlawful/banned either by Bioenzene’s internal policies or as per the independent discretion of Bioenzene. Bioenzene 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 Bioenzene by itself does not sell or provide any such Items. Bioenzene 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 Bioenzene support for routing. your grievances to the Merchant through the Platform.
You hereby acknowledge that if You have any complaint with respect to the Bioenzene Services, You will first inform Bioenzene in writing within 24 (twenty four) hours of using such Bioenzene Services.

3. User Information

You are solely responsible for and in control of the information You provide to us. Compilation of User Accounts and User Account bearing contact number and e-mail addresses are owned by Bioenzene. Further, You understand and agree that certain information will be case sensitive and must be handled with a prudent care.
In the case where the Platform is unable to establish unique identity of the User against a valid mobile number or e-mail address, the Account shall be indefinitely suspended. Bioenzene reserves the full discretion to suspend a User's Account in the above event and does not have the liability to share any Account information whatsoever.

4. Payment Terms

Purchase Services: While initiating a request for a Purchase Service, You shall pay for the price of the Items You require the Delivery Partners to deliver to You from the Tied Up Merchant. The transaction for the Purchase Service will be initiated on the Platform once You have completed the payment for the same on the Platform. In certain exceptional circumstances, if the purchase price of the Item is not available on the Platform, You shall be required to pay the purchase price of the Item, through the Platform, as may be communicated to You by the Delivery Partner, prior to the Delivery Partner undertaking Purchase Service.
Delivery Services: While availing Delivery Service, You shall pay the purchase price of the Item through the Platform, as may be communicated to You by the Delivery Partner on behalf of the Non- Tied up Merchant. Only upon processing such agreed amount via Platform, shall the Delivery Partner purchase the Item on Your behalf.
Service Fees: With respect to Delivery Services and Purchase Services, You will be charged a separate service fees ("Service Fees"). The Service Fees shall be paid prior to availing any of the Bioenzene Services.
You agree that Bioenzene may use certain third-party vendors and service providers, including payment gateways, to process the payments made by You on the Platform.

5. Eligibility to Use

The Bioenzene Services are not available to minors i.e. persons under the age of 18 (eighteen) years or to any Users suspended or removed by Bioenzene from accessing the Platform for any reason whatsoever. You represent that You are of legal age to form a binding contract and are not a person barred from receiving using or availing Bioenzene Services under the applicable laws.
Bioenzene reserves the right to refuse access to the Platform, at any time to new Users or to terminate or suspend access granted to existing Users at any time without according any reasons for doing so.
You shall not have more than 1 (one) active Account (as defined below) on the Platform. Additionally, You are prohibited from selling, trading, or otherwise transferring Your Account to another party or impersonating any other person for the purposing of creating an account with the Platform.

6. User Account, Password, and Security

In order to use the Platform and avail the Bioenzene Services, You will have to register on the Platform and create an account with a unique user identity and password ("Account"). If You are using the Platform on a compatible mobile or tablet, You will have to install the application and then proceed with registration.
You will be responsible for maintaining the confidentiality of the Account information, and are fully responsible for all activities that occur under Your Account. You agree to (i) immediately notify Bioenzene of any unauthorized use of Your Account information or any other breach of security, and (ii) [ensure that You exit from Your Account at the end of each session.] Bioenzene cannot and will not be liable for any loss or damage arising from Your failure to comply with this provision. You may be held liable for losses incurred by Bioenzene or any other User of or visitor to the Platform due to authorized or unauthorized use of Your Account as a result of Your failure in keeping Your Account information secure and confidential. Use of another User’s Account information for using the Platform is expressly prohibited.

7. Intellectual Property Rights

The Platform and process, and their selection and arrangement, including but not limited to, all text, videos, graphics, user interfaces, visual interfaces, sounds and music (if any), artwork, algorithm and computer code (and any combination thereof), except any third party software available on the Platform, is owned by Bioenzene ("Bioenzene Property") and the design, structure, selection, co-ordination, expression, look and feel and arrangement of such Bioenzene Property is protected by copyright, patent and trademark laws, and various other intellectual property rights. You are not permitted to use Bioenzene Property without the prior written consent of Bioenzene.
The trademarks, logos and service marks displayed on the Platform ("Marks") are the property of Bioenzene, except any trademark, logos and service marks of third parties available on the Platform. You are not permitted to use the Marks without the prior consent of Bioenzene or such third party as may be applicable.

8. Violation of the Terms of Use

You agree that any violation by You of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to the Company/Client, as the case may be, for which monetary damages would be inadequate, and You consent to the Company/Client obtaining any injunctive or equitable relief that they deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies that the Company/Client may have at law or in equity. If Company/Client takes any legal action against You as a result of Your violation of these Terms of Use, they will be entitled to recover from You, and You agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief that may be granted.

9. Additional Terms

We may also require You to follow additional rules, guidelines or other conditions in order to participate in certain promotions or activities available through the Platform. These additional terms shall form a part of this Terms of Use, and You agree to comply with them when You participate in those promotions, or otherwise engage in activities governed by such additional terms.

10. Term and Termination

The Terms of Use will continue to apply until terminated by either You or Bioenzene as set forth below. If You object to the Terms of Use or are dissatisfied with the Platform, Bioenzene Services, Your only recourse is to (i) close Your Account on the Platform by writing to Us at admin@bioenzene.com ; and/or (ii) stop accessing the Platform. Bioenzene will make Your account dormant upon receipt of request in writing. Bioenzene may, in its sole discretion, bar your use of the Bioenzene Services at any time, for any or no reason. Even after your account with Bioenzene is disabled, dormant or made inactive, the terms agreed by You at the time of registration will remain in effect. This termination shall be effective only once You have cleared all Your dues that You are liable to pay as per the provisions of this Terms of Use.
The Company may delist You or block Your future access to the Platform or suspend or terminate Your Account if it believes, in its sole and absolute discretion that You have infringed, breached, violated, abused, or unethically manipulated or exploited any term of these Terms of Use or anyway otherwise acted unethically.
Notwithstanding anything in this clause, these Terms of Use will survive indefinitely unless and until Bioenzene chooses to terminate them.
You hereby agree and acknowledge, upon termination, Bioenzene shall have the right to retain all information pertaining to the transactions initiated by You on the Platform.

11. Governing Law

This Terms of Use shall be governed by and constructed in accordance with the laws of India without reference to conflict of laws principles and disputes arising in relation hereto shall be subject to the exclusive jurisdiction of courts, tribunals, fora, applicable authorities at Sangli.

12. Report Abuse

In the event You come across any abuse or violation of these Terms of Use or if You become aware of any objectionable content on the Platform, please report the same to the following e-mail id: admin@bioenzene.com. In case You have any queries with respect to the Terms or the Bioenzene Services, please write to Us at admin@bioenzene.com

13. Communications

You hereby expressly agree to receive communications by way of SMSs and/or e-mails and/or WhatsApp from Bioenzene, or other third parties. You can unsubscribe/ opt-out from receiving communications through SMS, WhatsApp and email anytime by contacting us for the same. However, You may still receive communications from Your end with respect to Your use of the Bioenzene Service.

Partner Terms

These terms of use (“Terms of Use”) describe the terms on which the delivery partners(“You” or “Your” or “Yourself” or “Delivery Partner”) interested in registering or availing Bioenzene Services (defined below) and accessing the platform www.Bioenzene.com and the mobile application “Bioenzene” owned and operated by Bioenzene Digital Private Limited (“Bioenzene”) and licensed for use on a revocable, non-exclusive, temporary, non-assignable basis to You, collectively referred to as, the “Platform”, connect with the users registered on the Platform (“Users”) and the merchants registered on the Platform (“Merchants”) to provide Your transportation, delivery and logistics services to them, as may initiated by them on the Platform. PLEASE READ THE TERMS OF USE CAREFULLY BEFORE USING OR REGISTERING ON THEPLATFORM OR AVAILING THE BIOENZENE SERVICES OR ACCESSING/USING ANY MATERIAL, INFORMATION THROUGH THE PLATFORM. YOUR USE OF THE PLATFORM OR BIOENZENE SERVICESSHALL SIGNIFY YOUR ACCEPTANCE OF THE TERMS OF USE AND YOUR AGREEMENT TO BELEGALLY BOUND BY THE SAME.

Use of and access to the Platform is offered to You only upon acceptance of all the terms, conditions and notices contained in this Terms of Use, along with any amendments made by Bioenzene at its sole discretion and posted on the Platform. By using the Platform or the Bioenzene Services, You agree that You have read, understood and agreed to be bound by these Terms of Use and the Platform’s Privacy Policy available at https://www.Bioenzene.com/privacy.

1. Delivery Partner/DP Services:

You may choose to perform any of the following services to Users and Merchants as per your choice and convenience. You may choose to perform these services on any day of the weekend for as long as you may wish for. When you click on the accept option upon a notification of a task, you expressly consent each time for providing your services to the User. You agree that You provide services directly to the User or Merchant, as the case maybe.

Transportation/ Delivery Services from Merchant Establishments. You acknowledge that the Users may place orders with Merchants listed on the Platform through the Platform to purchase products/avail services (“Items”) from the Merchants. In this regard, You shall provide transportation/delivery services from the Merchant establishment to the location specified by the User with respect to the transactions initiated by the User on this Platform (“Delivery Services”). Unless otherwise specified, You hereby agree that while performing Delivery Services pertaining to the Item from the Merchant to the User, You acknowledge that Bioenzene is only a facilitator of the transactions that take place on the Platform and Bioenzene shall not be a party to any transaction that is initiated on the Platform. You shall be responsible for safely delivering the Items to the Users or to any person as may be specified by the User.

2. Registration

You shall be permitted to access the Platform, avail the Bioenzene Services and connect with the Users and Merchants on the Platform, as the case maybe, to provide DP Services only upon creating an Account (defined below) and obtaining a registration on the Platform. Your ability to continue using the Platform, avail Bioenzene Services and provide DP Services is subject to Your continued registration on the Platform. To register, You are required to provide all required details as may be sought by Bioenzene. It is your responsibility to provide all your current, updated and requisite details. You shall be required to provide Bioenzene, at the time of registration, forth with upon any revision, and at any time on Bioenzene’s request, with information and documentary evidence pertaining to You, any authorizations that You may have, contact details and other details as requested by Bioenzene. The document/information that Bioenzene may need from Your end shall be intimated to You from time to time. Bioenzene reserves the right to independently verify Your documentation from time to time in any way Bioenzene deems appropriate in its reasonable discretion.
Upon registration on the Platform, you will receive a Delivery Partner Identification Number (“DP ID”). The DP ID is specific to You only. You are responsible for all DP Services provided under the DP ID allocated to You.
You will be responsible for maintaining the confidentiality of the Account information and are fully responsible for all activities that occur under Your Account. You agree to immediately notify Bioenzene of any unauthorized use of Your Account information or any other breach of security. It is a good practice to exit from your Account at the end of every session. Bioenzene cannot and will not be liable for any loss or damage arising from Your failure to comply with this provision. You may be held liable for losses incurred by Bioenzene or any other User of or visitor to the Platform due to authorized or unauthorized use of Your Account. Use of another Delivery Partner’s Account information for using the Platform is expressly prohibited.
Bioenzene shall have the right to display the information provided by You on the Platform. You shall ensure that all the information provided by You is sufficient to give a clear description of Yourself and the DP Services performed by You for the Users, and is not false or misleading in any manner. Bioenzene does not independently verify the information. Bioenzene shall in no way be responsible or liable for the accuracy or completeness of any information provided by You.
Registration Fee: Bioenzene may charge a non-refundable on boarding fee at the time of registration on the platform.

3. Bioenzene Services

The Platform provides you with the following services (“Bioenzene Services”)-

License to the Platform;
Where authorized, collection of your fee for DP Services.
It may facilitate the issuance of invoice/payment statement to the Users, on Your behalf

4. Provision of DP Services.

When You are logged into Your Account on the Platform, Users’ requests for DP Services may appear to You on Your Account on the Platform if You are available and visible in the vicinity of the task raised by the User. You have the choice to accept the request from the User. If you accept the User request for DP Services, You will receive in an automated manner certain user information which may inter alia include the pick-up address, User’s name, item to be purchased, purchase location, pick-up/drop off location, contact information etc. (“User Information”).
Once you have accepted a User’s request for DP Services, you shall be encouraged to follow the guidelines and standards as may be formulated by Bioenzene with respect to safety, etiquettes, etc. from time to time. While performing these DP Services, You shall also be responsible to abide by the safety conditions as may be required by a relevant state / central authority.
You hereby acknowledge and agree that once You have accepted a User’s request for DP Services, the Platform may display to the User in an automated manner, certain information about You which may inter alia include Your name, contact information, photo and location, Your rating, Your driving license information and Your vehicle registration number and other personal information necessary for the successful and timely accomplishment of the DP Services.
You agree and undertake that You shall not contact Users or use any User’s personal data/User Information for any reason other than for the purposes of fulfilling DP Services through the Platform in accordance with these Term of Use and applicable law.
You shall provide valid invoices issued by Merchants to the User for the Items covered under DP Services (especially Delivery Services and Purchase Services) performed by You, (as may be applicable). For Your services, the Platform generates an automated service receipt/ Payment Statement/ Invoice as the case maybe, on Your behalf to the User.
You shall transport all Items for the Users and provide all DP Services to the User directly to their specified destination or otherwise complete all logistics related tasks, as directed by the applicable User, without undue delay. In the event, You, at your own discretion feel that there will be an inordinate delay, You shall on a best efforts basis try and reach out to the User.
With respect to DP Services, You hereby agree that You shall not open or attempt to open the Items/packages to be dropped off/delivered to or on behalf of the User. However, if it comes to Your knowledge that a package contains illegal substance or Items not permissible to be delivered through the DP Services, You shall immediately report the same concerned law enforcement authorities. You expressly agree that You will not deliver/transport any alcoholic beverages or entertain any User’s request to deliver/purchase or transport any alcoholic beverages or any other contraband items.

5. Location Based Services.

You acknowledge and agree that Your geo-location information is required from You to provide the DP Services to the Users, using the Platform and is required by Bioenzene for it to provide You with Bioenzene Services. You acknowledge and hereby consent to the following:(a) Your geo‐location information will be monitored and tracked by Bioenzene, when You are logged into Your Account on the Platform and available to receive requests for providing DP Services from the Users, or when You are providing transportation and/or logistics services to the Users; and (b) the approximate location of Your vehicle will be displayed to the User before and during the provision of DP Services to such User. In addition, Bioenzene may monitor, track and share Your geo‐location information obtained by the Platform and Delivery Partner Device, as the case may be, for safety, security, technical, marketing and commercial purposes, including to provide and improve Bioenzene’s products and services.

6. Financial Terms

User Payment: While providing Purchase Services and Delivery Services for Items which are purchased/picked up from merchants not registered on the Platform, and the prices for such items are not provided on the Platform, You shall promptly provide the price details and Item details, including pictures of the Items to the Users on the Platform. Upon confirmation of the Items by the Users on the Platform, and on payment of the same by the User, You shall make the purchase on behalf of the Users. For Merchants who are registered on the Platform, You are not required to make any payments to the Merchant on behalf of the User.
Delivery Partner Fees: For the provision of DP Services, You may charge a fee to the User, the amount of which is determined in accordance with the guidelines framed by Bioenzene for Delivery Partners (“DP Fees”). Note, Bioenzene frames the guidelines for the purposes of providing a uniform experience on the Platform to Users, Merchants and Delivery Partners. Please review carefully the DP Fees applicable to the DP Services You choose to provide before You do so.

7. Confidentiality

Each party acknowledges and agrees that in the performance of these Terms of Use it may have access to or may be exposed to, directly or indirectly, confidential information of the other party ("Confidential Information"). Confidential Information includes Bioenzene Data, DP IDs, User Information, Merchant Information, information related to the Platform, information related to any transaction initiated on the Platform, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally and whether expressly marked as confidential or not).
Each party acknowledges and agrees that: (i) all Confidential Information shall remain the exclusive property of the disclosing party; (ii) it shall not use Confidential Information of the other party for any purpose except in furtherance of its obligation under the Terms of Use; (iii) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers ("Permitted Persons") as necessary to perform under this Terms of Use, provided Permitted Persons are bound in writing to obligations of confidentiality and non‐use of Confidential Information no less protective than the terms hereof; and (iv) it shall return or destroy all Confidential Information of the disclosing party upon the termination of this Terms of Use or at the request of the other party (subject to applicable law and, with respect to Bioenzene, its internal record keeping requirements).
You hereby acknowledge and agree that all Confidential Information provided to You or which is in Your custody shall be used by You only for the purposes of providing the DP Services in accordance with the provisions of this Terms of Use.
If You choose to avail certain ancillary services from third party services, Your information may be required to be provided to such third-party services providers. You hereby consent to sharing your Confidential Information when You agree to receive such ancillary services.

8. Access to Platform.

Notwithstanding these Terms of Use, Bioenzene reserves the right to temporarily or permanently, as it may deem fit, discontinue Your access to the Platform, Bioenzene Services and/or de-list You from the Platform with immediate effect in the following instances:

User complaints received by Bioenzene which are directly attributable to You; or
Breach of the provisions of any applicable law; or
Breach of the representations and warranties under these Terms of Use; or
Any other breach of the Terms of Use, Bioenzene’s Privacy Policy or any other terms, conditions, or policies that may be applicable to You from time to time (or have acted in a manner that clearly shows that You do not intend to not comply, or are unable to, comply with the same);
The provision of the Bioenzene Services to You by Bioenzene is, in the opinion of Bioenzene, no longer commercially viable or in any way detrimental to Bioenzene, its business or the Platform;
You provide any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or Bioenzene has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete.
Bioenzene has elected to discontinue, with or without reason, Your access to the Platform, Bioenzene Services or any part thereof.

9. Eligibility to Use

You shall not have more than one active Account (as defined hereinafter) on the Platform. Additionally, You are prohibited from selling, trading, or otherwise transferring Your Account to another party.

10. Third Party Content

The Platform makes available general third-party information and other data from external sources (“Third Party Content”). The provision of Third-Party Content is for general informational purposes only. You acknowledge that the Third-Party Content provided to You is obtained from sources believed to be reliable. Bioenzene does not provide any guarantee with respect to any the Third-Party Content and Bioenzene shall not be held liable for any loss suffered by You based on Your reliance on or use of Third-Party Content. Further, to the extent that such Third-Party Content is infringing upon some other party’s intellectual property rights or proprietary rights, Bioenzene shall not be held liable for the same at any instances.

Merchant Terms

Merchant (Pharmacy) Partner Terms of use

The Bioenzene Master Framework Letter (“Letter”) along with the Merchant Partner Terms of Use (“Terms”), represents and confirms our mutual Terms with respect to the Merchant Partner’s participation on the proprietary mobile platform currently made available by Bioenzene Digital Private Limited (“Bioenzene” or “us”) or its affiliates, from time-to-time, and referred to as the “Bioenzene App”. Upon signing by both parties, the Letter and the Bioenzene Merchant Terms of Use binding and enforceable legal contract between you and Bioenzene as of the date set forth above (“Effective Date”) The Terms with you are as follows:

1. Structure of Terms

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.

2. Intended Projects

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), which include medicines, cosmetics, other licensed drugs and health products made available [each an “Item(s)”] via the Bioenzene App. Each project will be further specified in an Addendum, and any such project will only be undertaken once we mutually execute such Addendum.

3.

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

4. Delivery

The “Bioenzene Web Dashboard” will be made available to the Merchant to access on-demand logistic services by Delivery Partners. For the sake of clarity, neither Bioenzene nor its affiliates provide any delivery or logistics services, but Bioenzene provides a platform for outlets like yours to connect with Delivery Partners for delivery services and to receive demand prediction, payment processing and related information services in connection with the sale of the Items. “Delivery Partner” is defined as an independent contractor who intends to provide on demand delivery services using Bioenzene’s proprietary technology platform under license from Bioenzene or one of its affiliates. Bioenzene will not have any obligation to deliver the Item(s) as a platform provider. For purposes of delivery of the Items, Bioenzene and the Delivery Partners shall operate (i) under cover of any approval, license or permission required to operate your business at the Merchant Outlet and sell the Item(s) and (ii) under your control, as your agent (including but not limited to receipt agent of Item charges and based on your instructions, if applicable, apply the Item charges collected on your behalf towards disbursal of the fee payable by you to Delivery Partner), and not employee. For the sake of clarity, you, through the services provided by Delivery Partners, are responsible for the delivery of Items and you maintain possession, control and care of the Items at all times. You shall have marketable legal right and title to sell the products or render the services. You shall not offer any products or services which are illegal, unlawful, expired and in violation of applicable laws and policies. Bioenzene will not be liable for any damage or loss incurred by the Users in relation to the delivery of the Items and will follow reasonable guidance you provide regarding the delivery of the Items.

5. Availability of Item(s)

Item(s). Bioenzene 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 Bioenzene 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 Bioenzene App. In the event of failing to provide Items that adhere to the Criteria (each, a “Substandard Item”), Bioenzene is under no obligation to make such Substandard Items available for sale via the Bioenzene App.
Taxes. You are responsible for determining and setting the retail price (“Retail Price”) for each Item and duly informing Bioenzene from time to time, including any Item discount(s)/discounts on offer from time to time. You shall be the “retailer” or “seller” of all Items for the purpose of any indirect tax (such as value added tax, sales tax, service tax, goods and services tax) (“Indirect Tax”) and the responsible party for collection and remittance of applicable Indirect Tax. For the sake of clarity, the Retail Price for each Item shall include Indirect Tax, as applicable. You undertake that all applicable taxes on item(s) & delivery would be deposited by you with the government treasury within stipulated timelines. Except as may be expressly agreed in this Terms, each party shall be responsible for its expenses and costs during its performance under this Terms.
Item Inventory. You maintain title to all Item inventory until each Item 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, Bioenzene will notify the Merchant 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 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 Partner to process any order, the Merchant Partner must seek further information as required.
Notwithstanding these Terms, Bioenzene reserves the right to temporarily discontinue Services or permanently terminate with immediate effect for material breach or non-compliance by the Merchant Partner which includes, but is not limited to, the following instances:
1. User/Buyer complaints received by Bioenzene which are directly or indirectly attributable to the quality of item(s) provided by the Merchant Partner either through poor ratings, as defined by Bioenzene, through calls placed with Bioenzene or through any other means;
2. Sale of medicines requiring a prescription, without one to the User or the sale of medicines which are below the standard quality or prohibited from sale under any law;
3. Breach of the provisions of the Drugs and Cosmetics Act, 1940 and the rules, including any other law applicable to the Merchant Partner;
4. Breach of the representations and warranties of the Merchant Partner; or
5. Any other material breach of the terms
6. Notwithstanding anything contained under this Terms, Bioenzene has the right to immediately delist any of the item(s) from the Platform, which is not in compliance with applicable law or the rules or regulations, made thereunder.
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 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), undelivered Item(s), discrepancy in the Item(s) delivered which is not in accordance with the Item placed and/or those Item(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 Bioenzene in its sole discretion as reasonable, for (i) request by the Users of refund or (ii) acceptance by the Delivery Partner of the request. Bioenzene may deduct refunds from the payment made to you under these Terms.
It is clarified that Bioenzene shall not be liable to make any payment for a Disputed Order. Bioenzene shall reserve the right to recover from Merchant Partner, the amount paid to Users/Buyers as refund up to the order value.
In case of complaints from the User pertaining to item quality, or any other such issues, Bioenzene shall notify the same to Merchant Partner and shall also redirect the Buyer to the consumer call centre of the Merchant. Merchant Partner shall alone be liable for redressing and bound to take action on the complaints by the User. Bioenzene has the right to share with the Merchant Partner, the relevant information including the Merchant details to enable satisfactory resolution of the complaint. Bioenzene shall in the interest of satisfactory resolution of the Complaint, share with the User, relevant information pertaining to the Order along with Merchant details.
Service Fee. In consideration for use of the Bioenzene App, Bioenzene will charge you a service fee as specifically set forth on each applicable Addendum as well as the Letter. 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.
Bioenzene does not guarantee that you will be matched with the Delivery Partner at the time you wish to be matched. Bioenzene shall not be liable for any failure to match.

6. Promotional Activities

Marketing. Bioenzene will each showcase the availability of the Items via the Bioenzene App through various promotional activities (e.g., our respective social media channels, websites, or blogs), as mutually agreed.
Marks. Subject to the terms and conditions of this Terms, each party hereby grants to the other party (and, in the case of Bioenzene, to its affiliates) a limited, non-exclusive and non-transferable license during the Term to use the such party’s respective Marks (as defined below), on a royalty-free basis, for the sole purpose of performing the promotional activities as set forth in an applicable Addendum. For purposes of this Terms, the term “Marks” will mean the trademarks, service marks, trade names, copyrights, logos, slogans and other identifying symbols and indicia of the applicable party. All uses of a party’s marks by the other party will be in the form and format specified or approved by the owner of such marks. Except as expressly set forth herein, neither party will use the other party’s marks without the prior, express, written consent of the other party. All goodwill related to the use of a party’s marks by the other party shall inure to the benefit of the owner of such marks. Except as expressly set forth herein, neither party shall be deemed to grant the other party any license or rights under any intellectual property or other proprietary rights.
Publicity. Except as may be expressly set forth in this Terms or an applicable Addendum, neither party may issue a press release or otherwise refer to the other party in any manner with respect to this Terms or otherwise, without the prior written consent of such other party.
Privacy. “Personal Data” means any information obtained in connection with this Terms (a) relating to an identified or identifiable natural person; (b) that can reasonably be used to identify or authenticate an individual, including but not limited to name, contact information, precise location information, persistent identifiers; and (c) any information that may otherwise be considered “personal data” or “personal information” under the applicable law. Merchant agrees to use, disclose, store, retain or otherwise process Personal Data solely for the purpose of performing the services contemplated by this Terms. Merchant shall maintain the accuracy and integrity of any Personal Data provided by Bioenzene in its possession, custody or control. Merchant agrees to retain Personal Data provided to Merchant by Bioenzene solely by using the software and tools provided by Bioenzene.

7. Non-Exclusive

We each acknowledge and agree that, unless otherwise stated in a Letter/Addendum, our relationship is non-exclusive.

8. Confidential Information

“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.

9. Representations and Warranties; Disclaimer

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.
The Merchant further represents and warrants that it will comply with all applicable laws and regulations in its performance of this Terms including, but not limited to, the Drugs and Cosmetics Act, 1940 and rules and regulations made thereunder, including any law applicable to its engagement of Delivery Partners.
The Merchant further represents and warrants that the details of the tax registrations provided by the Merchant and Indirect tax to be levied on each item to be made available for sale via the Bioenzene App is as per Addendum II, forming integral part of this Terms. The Merchant further confirms and declares that the information provided in Addendum II and the copies of tax registrations, are true and correct, and assumes responsibility to intimate Bioenzene in case of any change in the provided information. The Merchant undertakes that all Indirect Tax applied on each Item and Delivery made available for sale via the Bioenzene App would be deposited with the Government Treasury within stipulated timelines.
EXCEPT AS SET FORTH HEREIN, EACH PARTY MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR PURPOSE OF THIS TERMS.

10. Indemnification

Indemnified Claims. Each party (the “Indemnifying Party”) will indemnify, defend and hold harmless the other party, its affiliates and their respective directors, officers, employees and agents (the “Indemnified Party”) from and against any and all claims, damages, losses and expenses (including reasonable attorney’s fees) (collectively, “Losses”) with respect to any third party claim arising out of or related to: (a) the negligence or wilful misconduct of the Indemnifying Party and its employees or agents (in your case, excluding Bioenzene and Delivery Partners to the extent they are your agents pursuant to Section 3) in their performance of this Terms; (b) any claims that the Indemnifying Party breached its representations and warranties in this Terms; (c) any claims that the Indemnifying Party’s Marks infringe a third party’s intellectual property rights, as long as such Marks have been used in the manner approved by the Indemnifying Party; or (d) any breach and/or non-compliance with applicable data protection laws. In addition, you will indemnify, defend and hold harmless the Bioenzene Indemnified Parties from and against any and all Losses with respect to any third-party claim arising out of or related to any harm resulting from your violation or alleged violation of any applicable retail or other health and safety code, rule or regulation, except to the extent such harm was directly caused by the gross negligence or wilful misconduct of Bioenzene or its employees, agents or Delivery Partners.
Procedure. Each Indemnified Party shall provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defense of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defence of a claim, at Indemnifying Party’s expense.

11. Limits of Liability

For the purposes of this clause, “Liability” means liability in or for breach of contract, negligence, misrepresentation, tortious claim, restitution or any other cause of action whatsoever relating to or arising under or in connection with these Terms, including liability expressly provided for under these Terms or arising by reason of the invalidity or unenforceability of any term under this contract. Bioenzene does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, Bioenzene shall not be under any Liability for loss of actual or anticipated profits, loss of goodwill, loss of business, loss of revenue or of the use of money, loss of contracts, loss of anticipated savings, loss of data and/or undertaking the restoration of data, fraudulent orders, any special, indirect or consequential loss, and such liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of any doubt, this clause shall apply whether such damage or loss is direct, indirect, consequential or otherwise. However, Bioenzene will use its best endeavors to ensure that the unintentional operational errors do not occur, Bioenzene cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, Bioenzene’s aggregate liability under this Agreement and respective Terms of Use shall not exceed the total value of a Disputed Order.

12. Insurance

During the Term (as defined below) and for one (1) year thereafter, the Merchant shall maintain General Commercial Liability and, if required by law, Worker’s Compensation (or substantially equivalent) insurance. The General Commercial Liability insurance policy limits shall be the greater of (a) the limits required by applicable law or (b) the limits customarily maintained by companies in the merchant’s industry, in India. All policies shall be written by reputable insurance companies in the jurisdiction. Such insurance shall be primary and non-contributing to any insurance maintained or obtained by the other party and shall not be cancelled or materially reduced without thirty (30) days’ prior written notice to the other party. Upon Bioenzene’s request, the Merchant shall provide evidence of the insurance required herein. In no event shall the limits of any policy be considered as limiting the liability of a Merchant under the Terms.

13. Term and Termination

Either Bioenzene or the Merchant Partner can terminate this contract providing 15 days’ prior written notice to the other. Bioenzene shall delist the Merchant Partner at the end of the 15th Day. Upon termination in accordance with the terms hereof, Merchant Partner shall only be required to service Item(s) already placed through Bioenzene prior to such expiry or earlier termination of these Terms, and Bioenzene shall be entitled to receive Service Fee for such Item(s).

14. No Waiver

No failure or delay by any Party in exercising any right, power or remedy under these Terms of Use or provided by law shall operate as a waiver thereof or affect that right, power or remedy. No waiver by any Party of any breach by any other Party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

15. Relationship

The Parties agree that nothing in this Terms shall be construed as creating the relationship of employer and employee, master and servant, or principal and agent, or a partnership, or a joint venture of any kind whatsoever between the Parties or between the parties and its respective contractors / employees.

16. Governing Law

This Terms of Use shall be governed by and construed in accordance with the laws of India. Any dispute arising out of or in connection with Services, which the Parties are unable to settle within 30 days, shall be referred to arbitration by a sole arbitrator appointed mutually by both Parties. The Arbitration shall be conducted in accordance with Arbitration and Conciliation Act, 1996 or any statutory re-enactment or modification thereof for the time being in force. The venue of the arbitration shall be Bengaluru and the arbitration shall be conducted in English language. Subject to the foregoing, the courts at Bengaluru shall have exclusive jurisdiction.

17. Severability

If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Terms of Use which can be given effect without the invalid provision shall continue in full force and effect and shall in no way be impaired or invalidated.

18. Notice

All notices under these Terms shall be sent by registered post acknowledgment due, contemporaneous courier or email to the address mentioned below:
Bioenzene Pvt Ltd; C. S. No. 50/2, Sharda Nivas, Near Dilse Photo studio, Walnesswadi, Sangli; 416416.

19.

If the Merchant Partner notices any discrepancy in the weekly settlement, the Merchant Partner may raise a ticket by writing an email to admin@bioenzene.com and the same will be mutually resolved by both parties within 15 days from the date on which the ticket was raised.

20.

The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option.

21.

Any modification or amendment to this Terms shall be effective only if in writing and signed or sealed with print name by both parties. In the event any provision of this Terms is determined to be invalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of this Terms and each of the remaining terms and conditions contained herein) shall remain in full force and effect.

22.

Any delay in or failure by either party in performance of this Terms shall be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including, but not limited to, decrees or restraints of Government, acts of God, strikes, work stoppage or other labor disturbances, war or sabotage (each being a “Force Majeure Event”). The affected party will promptly notify the other party upon becoming aware that any Force Majeure has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under this Terms. This Terms may not be assigned, in whole or in part, by a party without the prior written consent of the other party, provided that each party may assign this Terms, upon notice to the other party, to (a) an affiliate of Bioenzene (for Bioenzene), or (b) in connection with the sale of all or substantially all of such party’s equity, business or assets. Subject to the foregoing, this Terms shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns. Nothing in this Terms shall be deemed to create any joint venture, joint enterprise, or agency relationship among the parties (except as specifically set forth in Section 3 above), and no party shall have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party hereto. Each party shall be solely responsible for its employees and contractors used in connection with this Terms. This Terms contains the full and complete understanding and Terms between the parties relating to the subject matter hereof and supersedes all prior and contemporary understandings and Terms, whether oral or written, relating such subject matter hereof. This Terms may be executed in one or more counterparts and by exchange of electronically signed counterparts transmitted by pdf format or exchange by hard-copy, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same original instrument.