Terms of Service

1. Definitions

In these Terms, unless the context otherwise requires:

1.1 "Delv Express", "we", "us", "our" means Lazyfoxs Logistics Pvt Ltd, a company incorporated under the Companies Act, 2013, with corporate office at Plot 63, Udyog Vihar Extension, Ecotech-II, Surajpur, Greater Noida, Uttar Pradesh 201306, India and registered office at Haripur Siho, Muzaffarpur, Bihar 843119, India, together with its lawful successors and permitted assigns.

1.2 "You", "Your" means, as the context requires, any Customer, Recipient, Delivery Partner, Hub Manager, Website Visitor or other natural or juristic person who accesses or uses the Services.

1.3 "Customer" means a person, firm, company, limited liability partnership or other juristic entity that registers for a Delv Express account in order to book, dispatch, track or settle Shipments through the Services, whether on a self-service basis through the dashboard or under a Master Services Agreement.

1.4 "Delivery Partner" or "Partner" means an independent natural person who is engaged by us, in his or her individual capacity, to render last-mile or hyperlocal pick-up, transit or delivery services through the Delv Partner mobile application. Delivery Partners are independent contractors and are not employees, workmen or agents of Delv Express within the meaning of the Industrial Disputes Act, 1947, the Code on Wages, 2019, the Code on Social Security, 2020 or any other statute, except to the extent expressly conferred by a written Delivery Partner Agreement or by applicable law that cannot lawfully be displaced.

1.5 "Recipient" means the natural or juristic person to whom a Shipment is addressed for delivery.

1.6 "Hub" means a Delv Express-operated or Delv Express-authorised physical facility used for receipt, sortation, warehousing, line-haul connection or last-mile dispatch of Shipments.

1.7 "Hub Manager" means a natural person who is authorised by us to operate a Hub or administer the platform from the admin dashboard.

1.8 "Shipment" means any parcel, package, document, consignment, load, container or article tendered to us by a Customer (or by a third party on the Customer's behalf) for warehousing, first-mile, mid-mile, last-mile, hyperlocal, cold-chain, cross-border, reverse-logistics or any other movement, handling or storage service performed under the Services.

1.9 "Master Services Agreement" or "MSA" means a written services agreement signed between a Customer and Delv Express that sets out commercial terms, service-level commitments, lane-level rate cards and other particulars.

1.10 "Services" has the meaning given in the preamble and includes the website, dashboard, control tower, branded tracking pages, application programming interfaces, the Delv Partner mobile application, partner integrations, support, and the physical logistics services (warehousing, freight, last-mile, hyperlocal, cold-chain, cross-border, reverse logistics) referenced on https://delvexpress.com.

1.11 "DPDP Act" means the Digital Personal Data Protection Act, 2023 read with the Digital Personal Data Protection Rules, 2025 and any rules, regulations, notifications, directions or orders issued under either, as in force from time to time.

1.12 "Personal Data", "Data Principal", "Data Fiduciary" and "Data Processor" carry the meanings assigned to them under the DPDP Act.

1.13 "Applicable Law" means all statutes, ordinances, rules, regulations, directions, guidelines, notifications, judgments, awards, decrees, by-laws, government policies, circulars and trade-customs applicable from time to time in India and, where Shipments cross an international border, in the country of origin, transit and destination.

1.14 "Force Majeure Event" has the meaning given in clause 19.

1.15 Words in the singular include the plural and vice versa. Headings are for convenience only and do not affect interpretation.

2. Acceptance, modification and incorporation by reference

2.1 Acceptance. You accept these Terms by (a) clicking "I agree", "Sign up", "Continue", "Accept" or a similar button, (b) creating an account, (c) tendering or accepting a Shipment, (d) downloading, installing or using the Delv Partner application, (e) accessing an API endpoint with your credentials, or (f) otherwise using the Services. Acceptance is recorded in our systems with a timestamp and Internet Protocol address and constitutes a valid electronic contract under the Information Technology Act, 2000 and the Indian Contract Act, 1872.

2.2 Authority to bind. Where you accept these Terms on behalf of a juristic entity, you represent and warrant that you are authorised to bind that entity and the entity is deemed the "Customer" under these Terms.

2.3 Updates. We may update these Terms from time to time. Material changes will be notified at least thirty (30) days before they take effect by (i) email to the registered email address, (ii) an in-app or in-dashboard banner, and (iii) updating the "Last updated" date at the top of this page. Continued use of the Services after the effective date of the updated Terms constitutes acceptance. If you do not agree to an update, your sole remedy is to stop using the Services and close your account.

2.4 Incorporated documents. The following documents are incorporated into these Terms by reference and have the same force and effect as if set out in full here:

• the Privacy Policy;
• the Cookie Policy;
• the Aadhaar / KYC Consent Notice (applicable to Delivery Partners);
• the Delivery Partner Agreement (applicable to Delivery Partners);
• the Prohibited & Restricted Goods Schedule (Schedule A below);
• the published rate card or, where executed, a signed MSA, Statement of Work or Order Form;
• the API documentation published at https://docs.delvexpress.com (where applicable); and
• any country-specific addenda or service-specific addenda we publish for cross-border, cold-chain or other specialised services.

2.5 Order of precedence. In the event of conflict, the order of precedence is: (i) a signed MSA / Order Form / Delivery Partner Agreement, (ii) the relevant service-specific addendum, (iii) these Terms, (iv) the Privacy Policy and Cookie Policy, (v) the API documentation, and (vi) any other notice or communication we issue.

3. Eligibility, accounts and credentials

3.1 Minimum age. You must be at least eighteen (18) years of age and competent to contract under the Indian Contract Act, 1872. The Services are not directed at, and we do not knowingly collect Personal Data from, children below the age of eighteen.

3.2 Customer accounts. Customer accounts must be created in the name of the legal entity. The individual creating the account is the "Account Administrator" and warrants their authority to bind the entity. The Customer must keep all account information accurate and current, including its GST Identification Number, Permanent Account Number, registered address and authorised signatories.

3.3 Delivery Partner accounts. A Delivery Partner account is personal to the natural individual onboarded and may not be transferred, shared, sub-let, leased or sold. A Delivery Partner must:

• be at least eighteen (18) years of age;
• hold a valid driving licence appropriate to the vehicle category in which deliveries will be made;
• own or have lawful possession of a fit, road-worthy and statutorily insured vehicle;
• submit complete and genuine Know-Your-Customer documents (Aadhaar number with masked image, Permanent Account Number with image, driving licence with image) in accordance with the Aadhaar / KYC Consent Notice;
• satisfy any police verification, medical fitness, psychological assessment, background check and induction-training requirements that we, our insurance providers, regulators or hub partners may require from time to time, including those notified under the Motor Vehicles Aggregator Guidelines, 2025; and
• provide a primary mobile telephone number and, optionally, an electronic mail address that is reachable for operational notifications.

3.4 Hub Manager accounts. Hub Manager accounts are issued only to individuals expressly authorised by us in writing. Hub Manager credentials confer access to operational, KYC and personal data of Delivery Partners and Shipments, and may be revoked at any time at our sole discretion.

3.5 Credentials. You are responsible for safeguarding your account credentials, including phone-OTP confirmations, one-time passwords, API keys and access tokens. You must notify us within twenty-four (24) hours of any actual or suspected compromise by writing to admin@delvexpress.com. You are responsible for all activity under your account until we acknowledge a credential revocation in writing.

3.6 Identity verification. You authorise us, at any time during the term, to (i) verify the documents you submit against governmental and bureau databases (including, where lawful and with your specific consent, UIDAI offline e-KYC, Income Tax Department PAN verification, Sarathi DL verification, and accredited bureau checks), (ii) re-verify these documents periodically, and (iii) suspend your account where verification fails or is delayed.

3.7 Account suspension and termination. We may, with or without notice, suspend, restrict or terminate your account where (a) we reasonably suspect breach of these Terms, illegal activity or fraud, (b) Applicable Law, a court, a regulator, a law-enforcement agency or our insurer so requires, (c) your account has been inactive for a continuous period of twelve (12) months, (d) you fail any re-verification or background check, or (e) for the protection of other users, the public, the integrity of the Services or our legitimate interests. The grounds for suspension or termination will be communicated to you in writing unless prohibited by law.

4. The Services we offer

4.1 Description. We make available to Customers a multi-layer logistics platform consisting of: (a) a Network (warehouses, line-haul fleet, hyperlocal riders and 40+ courier partners stitched in), (b) Orchestration (order routing, label generation, manifestation, pickup booking, NDR retry, returns workflows), (c) Intelligence (artificial-intelligence-assisted courier allocation, RTO scoring, address validation, lane optimisation), (d) Visibility (control tower, branded tracking, analytics) and (e) Integration (Shopify, WooCommerce, Magento, Amazon, Flipkart, Myntra, ONDC, SAP, NetSuite, Tally, Zoho and REST / GraphQL APIs).

4.2 No common-carrier obligation. Delv Express is not a common carrier within the meaning of the Carriage by Road Act, 2007, the Carriage of Goods by Sea Act, 1925 or the Carriage by Air Act, 1972, except to the extent we expressly hold ourselves out as one in respect of a specific service or lane. We perform Services as a bailee for reward and, where we sub-contract movement to a courier or freight partner, as a logistics aggregator.

4.3 Right to refuse. We may refuse to accept or to continue handling any Shipment that, in our reasonable opinion, (i) is or may be a Prohibited or Restricted item under Schedule A, (ii) is improperly packed, labelled, declared or documented, (iii) presents a risk to persons, property, the environment, our personnel or Delivery Partners, (iv) is the subject of a regulatory hold, sanctions designation or law-enforcement direction, or (v) is otherwise non-compliant with these Terms. Where we refuse a Shipment after acceptance, we will return it to the consignor at the consignor's cost, save in cases of seizure under Applicable Law.

4.4 Service-level commitments. Standard transit times, attempt windows, NDR rules and similar operational commitments are set out in the applicable rate card, MSA or Order Form. Time is not of the essence unless expressly stipulated in writing.

4.5 Beta features. We may make pre-release, beta, preview or experimental features available. These are provided "as is", on an "as-available" basis and may be discontinued, restricted or modified at any time without notice. No service-level commitment, support obligation or liability attaches to a beta feature.

5. Acceptable use

5.1 You agree that you will not, and will not permit any person acting on your behalf to:

• use the Services for any purpose that is unlawful, fraudulent, defamatory, obscene or that infringes intellectual-property or other rights;
• probe, scan, test, exploit or attempt to circumvent the security or integrity of the Services without our prior written authorisation;
• introduce malware, viruses, worms, trojans, ransomware or other harmful code into the Services;
• reverse-engineer, decompile, disassemble, translate, modify, create derivative works of or otherwise attempt to derive the source code of the Services, except to the limited extent that Applicable Law expressly permits such activity notwithstanding a contractual prohibition;
• scrape, crawl, harvest, index, frame, mirror or republish any part of the Services or use any robot, spider or other automated means to access the Services other than through our published API and within the published rate-limits;
• resell, sublicense, white-label, rebrand or otherwise commercialise the Services without a written partnership or reseller agreement signed by an authorised signatory of Delv Express;
• impersonate any person, misrepresent your identity or affiliation, or use the Services on behalf of an entity you are not authorised to bind;
• interfere with or disrupt the integrity, performance or operation of the Services or the data therein;
• use the Services to send unsolicited commercial communications in violation of the Telecommunications Act, 2023, the Telecom Commercial Communications Customer Preference Regulations or analogous laws;
• use the Services in a manner that exceeds the published rate-limits or in a manner that we reasonably consider to be abusive or disproportionate;
• use any portion of the Services as input data to train any large language model, generative AI system or analogous tool without our prior written consent; or
• violate any Applicable Law or third-party right in the course of using the Services.

5.2 Specific obligations of Customers. Each Customer shall, in addition to clause 5.1: (a) ensure that every Shipment is accurately described, weighed, dimensioned, valued and declared in the dashboard or API; (b) ensure proper packing in accordance with the nature, weight, value and route of the Shipment, with such reinforcement, cushioning, sealing and labelling as may be reasonably required; (c) generate the e-Way Bill, GST invoice, e-invoice, customs declaration, hazardous-goods documentation and any other regulatory document required for the Shipment; (d) furnish complete and accurate contact information for the Recipient, including a working mobile number, address with PIN code and, where relevant, GSTIN; (e) ensure that the Recipient is willing to receive the Shipment and that delivery to the Recipient does not violate Applicable Law; (f) comply with the Foreign Trade (Development and Regulation) Act, 1992, the Customs Act, 1962, the SCOMET list and the Foreign Exchange Management Act, 1999 in respect of cross-border Shipments; (g) reimburse us for fines, penalties, demurrage, detention, customs duties, taxes or storage charges incurred by reason of incomplete or inaccurate documentation; and (h) refrain from using the Services to ship any item set out in Schedule A.

5.3 Specific obligations of Delivery Partners. Each Delivery Partner shall, in addition to clause 5.1: (a) carry a valid driving licence, vehicle registration certificate, valid pollution-under-control certificate, third-party motor insurance and any Delv Express-issued identification at all times; (b) ride or drive responsibly, observe traffic rules under the Motor Vehicles Act, 1988 and the Central Motor Vehicles Rules, 1989, and not consume any alcohol, narcotic or psychotropic substance while logged into the Delv Partner application; (c) deliver each Shipment intact to the Recipient stated in the application and obtain proof of delivery in the manner the application requests; (d) not open, tamper with, deface, retain, redirect or misappropriate any Shipment; (e) not solicit business directly from a Customer or Recipient outside the Services, nor disclose any data observed in the course of an assignment to any third party; (f) treat Recipients, Hub Managers, fellow Delivery Partners and members of the public with courtesy and refrain from any harassment, intimidation, discrimination or violence; and (g) report immediately to the Hub Manager any accident, injury, theft, loss, dispute or interaction with law-enforcement during an assignment.

5.4 Specific obligations of Hub Managers. Hub Managers shall (a) handle KYC documents and operational data of Delivery Partners on a strict need-to-know basis and only for the operational purposes for which they were collected, (b) not extract, copy, photograph, transmit or store such data outside the admin dashboard, and (c) maintain their credentials in confidence and re-authenticate when prompted.

6. Prohibited and restricted goods

6.1 The following items must not be tendered as a Shipment without our prior written approval and the specific licence or addendum applicable to the corridor:

• currency notes, coins, bullion, precious metals beyond declared insurance cover;
• loose precious stones, unset gems and high-value jewellery beyond declared insurance cover;
• live animals, human remains, body parts, organs, blood or any biological sample outside a cold-chain pharmaceutical or pathology service line we expressly offer;
• firearms, ammunition, explosives, fireworks, weapons, military stores and dual-use items listed under the SCOMET schedule;
• narcotic drugs, psychotropic substances and controlled chemicals other than scheduled pharmaceuticals shipped through our regulated pharma cold-chain service for a licensed shipper;
• flammable liquids and gases, oxidising substances, radioactive material, infectious substances and any other dangerous goods listed in Class 1 to Class 9 of the United Nations Recommendations on the Transport of Dangerous Goods, except Class 9 lithium-ion batteries handled on lanes we have specifically approved in writing;
• tobacco products, e-cigarettes and Electronic Nicotine Delivery Systems where the destination prohibits their sale or import;
• lottery tickets, gambling material and prohibited publications;
• counterfeit, infringing, mis-declared, smuggled or stolen goods;
• goods whose movement, possession or sale is prohibited or restricted under Applicable Law in the country of origin, transit or destination, including under the Customs Act, 1962, the Drugs and Cosmetics Act, 1940, the Information Technology Act, 2000 and the Foreign Trade Policy.

6.2 Strict liability of consignor. A Customer who tenders a Shipment in breach of clause 6.1 shall (i) be strictly liable for all consequent loss, damage, fine, penalty and seizure, (ii) indemnify Delv Express, our personnel, Delivery Partners and our courier partners against any consequent claim, and (iii) bear the cost of safe disposal or surrender to lawful authority. Delv Express may, without further notice, surrender the offending Shipment to the appropriate authority and is under no obligation to refund any freight or charges.

7. Pricing, payment, settlement and tax

7.1 Charges. Charges payable to Delv Express are set out in the applicable rate card, MSA or Order Form. Where no signed instrument is in place, the rates displayed in the dashboard at the time of booking apply.

7.2 Invoicing cycle. Unless otherwise agreed in writing, invoices are issued monthly in arrears with payment due within fifteen (15) days of the invoice date. Self-serve Customers may be invoiced on a per-Shipment or wallet-recharge basis.

7.3 Goods and Services Tax. All charges are exclusive of Goods and Services Tax, which shall be charged at the prevailing statutory rate. Customers shall furnish a valid GSTIN, place of supply and any reverse-charge declarations needed for compliant invoicing.

7.4 Late payment. Without prejudice to any other right, overdue amounts attract interest at one-and-a-half percent (1.5%) per month or the maximum permitted by Applicable Law (whichever is lower), calculated daily from the due date to the date of receipt. We may suspend the Services to a Customer whose account is more than thirty (30) days overdue.

7.5 Cash-on-Delivery (COD). COD collections held by us, our courier partners or our Delivery Partners on behalf of the Customer are payable in accordance with the settlement cycle set out in the rate card (typically T+3 to T+5 working days), subject to deductions for our charges, charge-back claims under clause 7.7, regulatory holds and any prudential adjustments required under Reserve Bank of India guidelines applicable to payment-aggregation activities.

7.6 Right of set-off. We may set off any sum due from you against any sum due from us to you under the same or a related contract, including the right to retain COD collections against unpaid invoices.

7.7 Charge-backs and reconciliation disputes. Any reconciliation dispute, charge-back claim or short-credit allegation must be raised in writing within thirty (30) days of the settlement statement, failing which the statement is deemed final and binding.

7.8 Right of lien. Pursuant to section 170 of the Indian Contract Act, 1872, Delv Express, our courier partners and our Hubs shall have a particular lien over any Shipment, and the right to refuse delivery, until all sums due in respect of that Shipment or any other Shipment of the same Customer have been paid in full.

7.9 No cancellation fee unless reciprocal. In compliance with rule 5 of the Consumer Protection (E-Commerce) Rules, 2020, we will not impose a cancellation fee on a Customer unless we are willing to bear an equivalent charge where we cancel a comparable Shipment.

8. Service levels, liability and insurance

8.1 Service-level commitments. Service-level objectives, on-time-delivery commitments, NDR reattempt rules and credits, if any, are set out in the applicable rate card or MSA. Absent such an instrument, the Services are provided on a reasonable-endeavours basis without any committed service level.

8.2 Standard liability for loss or damage. Unless a Customer has opted-in to a higher declared-value cover or a shipping-insurance product at the time of booking and paid the corresponding premium, our maximum liability for the loss, non-delivery, mis-delivery, theft or damage of any Shipment is capped at the lower of (i) the actual, documented invoice value of the goods, (ii) the declared value of the Shipment recorded in the dashboard, or (iii) the standard schedule liability of the assigned courier partner (typically ₹100 per consignment for courier consignments without declared cover, or such cap as the courier's published terms specify).

8.3 Declared-value cover and shipping insurance. Customers may, at the time of booking, declare a higher value and purchase additional cover through the dashboard, in which case our maximum liability is the declared, insured value subject to the policy terms.

8.4 Excluded losses. In no event shall Delv Express be liable for:

• indirect, incidental, special, punitive, exemplary or consequential damages, including loss of profit, loss of revenue, loss of business, loss of goodwill, loss of contract, loss of opportunity, depletion of goodwill, or loss of anticipated savings;
• loss arising from the inherent vice, inherent defect, natural deterioration, leakage, evaporation, ordinary wear-and-tear or own-defective packing of the Shipment;
• loss arising from inaccurate, incomplete or fraudulent declarations by the Customer;
• consequences of force majeure under clause 19;
• seizure, confiscation, detention or destruction by any governmental, regulatory or law-enforcement authority acting in the lawful exercise of its powers; and
• loss arising from a Recipient's refusal to take delivery, change-of-address requests after dispatch, or any act, omission or instruction of the Customer or Recipient.

8.5 Aggregate liability cap. Subject always to clause 8.6, our total aggregate liability to a Customer in any twelve-month period, whether in contract, tort (including negligence), under statute or otherwise, shall not exceed the greater of (i) the total Charges paid by the Customer to Delv Express during the preceding twelve months for the Service giving rise to the claim, or (ii) Indian Rupees Five Lakh (INR 5,00,000) per claim event.

8.6 Carve-outs from the liability cap. The exclusions and caps in clauses 8.4 and 8.5 do not apply to liability arising from (i) fraud or fraudulent misrepresentation, (ii) wilful misconduct or gross negligence, (iii) death or personal injury caused by the negligence of Delv Express, (iv) infringement by Delv Express of a third party's intellectual-property rights, or (v) any liability which cannot lawfully be excluded or limited under Applicable Law.

8.7 Claims process and limitation. Any claim for loss, damage, mis-delivery, short-delivery or shortage must be reported in writing to admin@delvexpress.com within (a) seven (7) days of the date of delivery for visible damage or shortage, (b) fifteen (15) days for non-delivery, or (c) thirty (30) days from the date the Shipment was tendered, whichever is earliest. Claims notified outside these windows are time-barred. The Customer must produce a copy of the invoice, the booking confirmation, photographs (where applicable) and the police complaint (where the claim involves theft or pilferage above INR 25,000).

8.8 Insurance maintained by Delv Express. Delv Express maintains a customary policy of commercial general liability, carrier's legal liability and (where applicable) goods-in-transit insurance. Particulars of policies are available on reasonable written request.

8.9 Insurance maintained for Delivery Partners. In accordance with the Motor Vehicles Aggregator Guidelines, 2025, we shall, while a Delivery Partner is actively engaged on the platform, maintain or procure on the Delivery Partner's behalf (a) health insurance cover of not less than Indian Rupees Five Lakh (INR 5,00,000) and (b) term insurance cover of not less than Indian Rupees Ten Lakh (INR 10,00,000), with such annual indexation as the Central Government may notify. Cover, exclusions and claims procedures are set out in the Delivery Partner Agreement.

9. Intellectual property

9.1 Our IP. All right, title and interest in and to the Services, including the website, the dashboard, the Delv Partner application, the control tower, the underlying software, source code, models, weights, algorithms, designs, audio-visual content, documentation, the "delvexpress" wordmark, the navy/cream/amber visual identity, logos, trade dress, trade marks, service marks, trade secrets and know-how, vests exclusively in Delv Express or its licensors and is protected under the Copyright Act, 1957, the Trade Marks Act, 1999, the Patents Act, 1970, the Designs Act, 2000 and equivalent international laws.

9.2 Licence to use the Services. We grant you, during the term and subject to your compliance with these Terms, a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services solely for your internal business purposes (in the case of Customers) or for performing assignments tendered through the Services (in the case of Delivery Partners and Hub Managers).

9.3 Customer Content. You retain ownership of all data, content, materials and Personal Data you upload or generate through the Services ("Customer Content"). You grant us a worldwide, royalty-free, non-exclusive licence to host, store, transmit, reproduce, display and otherwise process Customer Content solely to provide, maintain, secure, support and improve the Services, and to comply with Applicable Law.

9.4 Aggregated and anonymised data. Notwithstanding clause 9.3, we may compile and use Aggregated Data (statistical, performance, lane, pin-code or volume data that does not identify any individual or, where pertaining to a Customer, does not identify the Customer or its end customers) for benchmarking, analytics, machine-learning model training, publication and other lawful purposes, and that Aggregated Data shall be our property.

9.5 Feedback. Any suggestion, idea, enhancement request, recommendation or other feedback you provide is non-confidential and we may use it without restriction or compensation.

9.6 Third-party components. The Services include open-source software licensed under permissive or copy-left licences (lists available on request). Where the open-source licence so requires, its terms govern your use of that component to the extent of any conflict with these Terms.

10. APIs and integrations

10.1 API keys. API access is granted to Customers under the API documentation. Each key is tied to a single Customer tenant. Sharing across tenants is prohibited absent a written partnership or reseller agreement.

10.2 Rate limits and abuse. We may throttle, suspend or revoke API keys for abuse, breach of rate limits, security incidents, regulator direction or breach of these Terms.

10.3 Deprecation. We may deprecate API versions on at least one hundred and eighty (180) days' notice for non-breaking changes and at least ninety (90) days' notice for breaking changes, save where a shorter notice is required for security or regulatory reasons.

10.4 Customer-built integrations. Customers are solely responsible for the security, lawful operation and intellectual-property clearance of their own integrations against our APIs.

11. Confidentiality

11.1 Each party (the "Receiving Party") that receives non-public technical, business, financial or operational information of the other (the "Disclosing Party") shall (a) hold it in strict confidence, (b) use it only to exercise rights and perform obligations under these Terms, (c) protect it with not less than reasonable care, and (d) limit access to its employees, contractors and advisers who have a need to know and are bound by equivalent obligations.

11.2 Confidentiality obligations do not apply to information that is or becomes public other than through breach, was lawfully known to the Receiving Party before disclosure, is independently developed without reference to the Disclosing Party's information, or is required to be disclosed by Applicable Law (in which case prompt notice will be given so the Disclosing Party may seek a protective order).

11.3 Obligations under this clause survive termination for five (5) years and, in respect of trade secrets, indefinitely.

12. Privacy, Personal Data and security

12.1 Privacy Policy. Our processing of Personal Data is governed by the Privacy Policy, which forms part of these Terms.

12.2 Data Fiduciary / Data Processor roles. Delv Express is the Data Fiduciary in respect of Personal Data of Delivery Partners, Hub Managers, Recipients (to the extent we determine purposes and means) and Customer Account Administrators. In respect of Personal Data of senders, receivers or end customers that a Customer uploads to the dashboard or API for the sole purpose of executing a Shipment, the Customer is the Data Fiduciary and Delv Express acts as Data Processor on the Customer's instructions to that limited extent.

12.3 Customer warranties on uploaded data. The Customer warrants that (a) it has the lawful basis, including any required consent, to share Personal Data of senders, receivers, end customers, business contacts or other Data Principals with Delv Express for the purpose of fulfilling Shipments; (b) it has issued the notices required under section 5 of the DPDP Act to those Data Principals; (c) any onward sharing the Customer instructs is lawful; and (d) it will indemnify Delv Express against any claim arising from breach of these warranties.

12.4 Aadhaar and KYC data. Where Personal Data includes Aadhaar numbers, the consent, purpose-limitation and minimisation obligations set out in the Aadhaar / KYC Consent Notice and the Aadhaar (Authentication and Offline Verification) Regulations, 2021 (as amended in 2024 and 2025) apply.

12.5 Security incidents. Each party shall, on becoming aware of a Personal Data Breach affecting Personal Data processed under these Terms, notify the other without delay and cooperate in good faith to investigate, mitigate, remediate, and where required by Applicable Law, notify the Data Protection Board of India and affected Data Principals.

12.6 Data Principal rights. Each party shall reasonably cooperate with the other to enable Data Principals to exercise the rights of access, correction, erasure, withdrawal of consent, grievance and nomination set out in sections 11 to 14 of the DPDP Act.

12.7 Return / deletion on termination. On termination, except where retention is required by Applicable Law, the Customer's Personal Data (including data the Customer holds as Data Fiduciary) will be returned or deleted in accordance with the Privacy Policy.

13. Term, suspension and termination

13.1 Term. These Terms commence on first acceptance and continue until terminated in accordance with this clause 13 or, where executed, until expiry of the relevant MSA, Order Form or Delivery Partner Agreement.

13.2 Termination for convenience by a Customer. A self-serve Customer may close its account at any time through the dashboard or by writing to admin@delvexpress.com. A Customer under an MSA may terminate for convenience on thirty (30) days' written notice unless a longer notice period is agreed.

13.3 Termination for convenience by a Delivery Partner. A Delivery Partner may de-register at any time from within the Delv Partner application. De-registration becomes effective the next operational day after acknowledgement.

13.4 Termination for convenience by us. We may terminate for convenience on thirty (30) days' written notice.

13.5 Termination for cause. Either party may terminate immediately by written notice if the other (a) commits a material breach which is not curable or, if curable, is not cured within fifteen (15) days of written notice; (b) becomes insolvent, applies for or has filed against it any insolvency, winding-up, liquidation, receivership or analogous proceeding; (c) ceases to do business; (d) loses a licence, registration or authorisation necessary to perform; or (e) commits an act of fraud, dishonesty or that, in our reasonable opinion, brings the Services or Delv Express into disrepute.

13.6 Suspension. Without prejudice to clause 13.5, we may suspend the Services or any account immediately where (a) a security or fraud risk arises, (b) Applicable Law or a regulator so requires, (c) a payment is overdue beyond thirty (30) days, or (d) a Shipment or Delivery Partner behaviour creates a safety or compliance risk. We will lift suspension promptly once the underlying cause is resolved.

13.7 Consequences of termination. On termination, (a) all licences granted to you immediately end, (b) all sums accrued become immediately due, (c) we will reasonably assist the Customer with data export within thirty (30) days subject to payment of any reasonable export fee, (d) we will retain or delete data in accordance with the Privacy Policy and Applicable Law, and (e) Delivery Partners will surrender any Shipments, Hub keys, identification cards or other Delv Express property.

13.8 Survival. Clauses 1 (Definitions), 5 (Acceptable use, to the extent of post-termination conduct), 7 (in respect of accrued sums), 8 (Liability), 9 (Intellectual property), 11 (Confidentiality), 12 (Privacy), 14 (Warranties and disclaimers), 15 (Indemnity), 16 (Limitation of liability), 17 (Notices), 18 (Governing law and dispute resolution), 19 (Force majeure to the extent of pre-existing events), 20 (General) and any other clause that by its nature should survive, shall survive termination or expiry.

14. Warranties and disclaimers

14.1 Mutual warranties. Each party warrants that it has the corporate power and authority to enter into and perform these Terms and that this engagement does not breach any other agreement to which it is bound.

14.2 Our warranty. We warrant that we will perform the Services with the reasonable skill and care customary in the Indian logistics industry.

14.3 "As-is" disclaimer. Save as expressly set out in these Terms, the Services are provided "as is" and "as available", and to the maximum extent permitted by Applicable Law we disclaim all other warranties, conditions, representations and terms, express or implied, statutory or otherwise, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, accuracy of data, uninterrupted operation, or freedom from defects, bugs, viruses or harmful components.

14.4 No guarantee of availability. While we endeavour to maintain high availability, we do not warrant that the Services will be uninterrupted, error-free or that all defects will be corrected. Planned maintenance windows will be notified where practicable.

14.5 Third-party services. We are not responsible for the acts, omissions or services of third parties (including courier partners we route a Shipment to, payment aggregators, mapping providers, telecommunication carriers or hosting providers) save to the extent that liability arises from our own breach of these Terms.

15. Indemnity

15.1 By the Customer / Delivery Partner / Hub Manager (as applicable). You shall indemnify, defend and hold harmless Delv Express, its affiliates, directors, officers, employees, contractors, courier partners and Delivery Partners ("Indemnitees") from and against any and all claims, demands, suits, proceedings, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) your breach of these Terms; (b) your breach of Applicable Law or of any third-party right; (c) the contents of any Shipment you tender (including its non-compliance with Schedule A); (d) any inaccurate, incomplete, fraudulent or misleading declaration, document or instruction you provide; (e) any tax, duty, charge, fine or penalty levied on a Shipment; (f) any claim by a Recipient, end customer, sender, employee or other person arising from your acts or omissions; (g) any infringement or alleged infringement of intellectual-property rights by Customer Content or by any integration you build; and (h) in the case of Delivery Partners, any third-party claim arising from your driving, your handling of Shipments or your conduct while engaged on the platform.

15.2 By us. We shall indemnify, defend and hold harmless the Customer from and against any third-party claim alleging that the Services, as provided and used in accordance with these Terms, infringe an intellectual-property right enforceable in India, subject to the Customer (i) giving prompt written notice, (ii) ceding sole control of defence and settlement, and (iii) providing reasonable cooperation. If we receive such a claim, we may, at our option, procure the right to continue, modify the Services so as to be non-infringing, or terminate the affected Service with a pro-rated refund of pre-paid fees.

15.3 Indemnification procedure. The Indemnitee shall give the indemnifier prompt written notice of any claim, shall not admit liability or settle without prior written consent (such consent not to be unreasonably withheld) and shall provide reasonable cooperation at the indemnifier's expense.

16. Limitation of liability

16.1 Cap. Subject to clause 16.2, the maximum aggregate liability of each party to the other in any twelve (12) month period arising out of or in connection with these Terms, in contract, tort (including negligence), under statute or any other legal basis, shall not exceed the greater of (a) the Charges paid by the Customer to Delv Express in the preceding twelve months under these Terms or (b) Indian Rupees Five Lakh (INR 5,00,000).

16.2 Carve-outs. The cap in clause 16.1 and the exclusions in clause 16.3 do not apply to (a) a party's indemnification obligations in clause 15, (b) liability for fraud, fraudulent misrepresentation, gross negligence or wilful misconduct, (c) death or personal injury caused by negligence, (d) infringement of the other party's intellectual-property rights, (e) breach of confidentiality obligations, (f) amounts due under clause 7 (payment), or (g) any liability that cannot lawfully be excluded or limited under Applicable Law (including the Consumer Protection Act, 2019 in respect of claims by qualifying consumers).

16.3 Excluded heads of loss. No party shall be liable to the other for any (a) loss of profits, (b) loss of revenue, (c) loss of business, (d) loss of contract, (e) loss of opportunity, (f) loss of anticipated savings, (g) loss of goodwill, (h) loss or corruption of data (save to the extent of restoration cost), or (i) indirect, special, incidental, exemplary, punitive or consequential damages, even if advised of the possibility.

16.4 No personal liability of directors, officers or employees. You agree that any claim, demand, suit or proceeding in connection with the Services shall be brought solely against Lazyfoxs Logistics Pvt Ltd and not against any individual director, officer, shareholder, employee, contractor, intern, adviser or agent of Lazyfoxs Logistics Pvt Ltd in their personal capacity, except where such person is found by a court of competent jurisdiction to have personally committed fraud, wilful misconduct or an act that cannot, as a matter of public policy or under Applicable Law, be the subject of contractual exclusion. This clause is intended for the benefit of, and is enforceable by, each such individual.

16.5 Acknowledgement of statutory non-derogation. Nothing in clauses 16.1 to 16.4 limits any statutory liability that, under Applicable Law, cannot be displaced by contract — including, where relevant, the rights of a "consumer" under the Consumer Protection Act, 2019, statutory tortfeasor liability for road-traffic harm under the Motor Vehicles Act, 1988, or duty-of-care liability under the Carriage by Road Act, 2007.

17. Notices

17.1 To us. Legal notices to Delv Express must be sent by (i) email to admin@delvexpress.com with a confirmatory copy by registered post or recognised courier to Lazyfoxs Logistics Pvt Ltd, Plot 63, Udyog Vihar Extension, Ecotech-II, Surajpur, Greater Noida, Uttar Pradesh 201306, India, marked for the attention of the "Company Secretary".

17.2 To you. Legal notices to a Customer or Delivery Partner will be sent to the email address registered in the dashboard or application. Notices are deemed served (a) on transmission if by email, (b) two working days after dispatch by recognised courier, or (c) five working days after dispatch by registered post.

17.3 Operational communications. Day-to-day operational communications (booking confirmations, NDR updates, KYC reminders, settlement statements, etc.) will be sent through the Services and are deemed received on transmission.

18. Governing law, dispute resolution and jurisdiction

18.1 Governing law. These Terms are governed by and construed in accordance with the laws of the Republic of India, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2 Negotiation. Before commencing arbitration, the parties shall attempt in good faith to resolve any dispute by negotiation between senior representatives within thirty (30) days of written notice.

18.3 Arbitration. Any unresolved dispute, controversy or claim arising out of or in connection with these Terms, including its existence, validity, breach or termination, shall be finally settled by arbitration administered by the Delhi International Arbitration Centre under its Rules in force at the time. The arbitration shall be conducted in English by a sole arbitrator (or, where the amount in dispute exceeds Indian Rupees Five Crore, by a panel of three arbitrators). The seat and venue of arbitration shall be New Delhi, India. The arbitral award shall be final and binding and enforceable in any court of competent jurisdiction.

18.4 Interim relief. Notwithstanding clause 18.3, either party may apply to a court of competent jurisdiction for urgent interim or interlocutory relief, including injunctive relief to protect intellectual-property rights, confidential information, Personal Data, or to enforce a right of lien over Shipments.

18.5 Jurisdiction. Subject to clauses 18.3 and 18.4, the courts at New Delhi shall have exclusive jurisdiction. Consumer carve-out: if you qualify as a "consumer" under the Consumer Protection Act, 2019, nothing in this clause restricts your right to bring a complaint before the appropriate consumer commission having territorial jurisdiction.

18.6 Government-mandated grievance redressal. Nothing in this clause displaces the grievance-redressal mechanism set out in clause 21 of these Terms, the corresponding mechanism in the Privacy Policy, or the right of a Data Principal to approach the Data Protection Board of India under section 13 of the DPDP Act.

19. Force majeure

19.1 Neither party shall be liable for any delay or failure in performing any obligation under these Terms (other than an obligation to pay money) to the extent caused by a Force Majeure Event, meaning an event beyond the reasonable control of the affected party including acts of God, fire, flood, earthquake, cyclone, monsoon, riot, civil commotion, war, terrorist acts, embargo, sanctions, currency restrictions, epidemic, pandemic, government-mandated lockdown, prolonged power failure, prolonged communications failure, internet-backbone outage, denial-of-service attacks, strike, lock-out, labour dispute outside the affected party's control, supply-chain disruption, change in Applicable Law, or any order, direction or action of any governmental, regulatory or law-enforcement authority.

19.2 The party affected shall give prompt written notice of the Force Majeure Event, mitigate its effects, and resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than ninety (90) consecutive days, either party may terminate the affected Services by written notice without liability.

20. General

20.1 Independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, agency or fiduciary relationship between the parties. Each party is an independent contractor.

20.2 Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to an affiliate or to a successor in connection with a merger, reorganisation, sale of assets or change of control on written notice.

20.3 Subcontracting. We may subcontract any of our obligations (including to courier partners, freight contractors, hub operators or technology vendors) but remain responsible for the performance of the Services to you.

20.4 No waiver. No failure or delay in exercising a right shall constitute a waiver. A waiver is effective only if in writing and signed by the waiving party and applies only to the specific circumstance.

20.5 Severability. If any provision is held to be invalid, illegal or unenforceable, that provision will be severed and the remaining provisions will continue in force, the parties using their reasonable endeavours to agree a replacement provision that achieves the original commercial intention.

20.6 Entire agreement. These Terms (with the incorporated documents in clause 2.4) constitute the entire agreement between the parties on its subject matter and supersede all prior or contemporaneous communications, agreements and understandings, whether oral or written, except for a signed MSA or Order Form which prevails per clause 2.5.

20.7 No third-party beneficiaries. Save for clause 16.4 (which confers a benefit on directors, officers and employees), nothing in these Terms confers a right enforceable by any person other than the parties to it.

20.8 Language. These Terms are drawn up in English. A translation may be provided for convenience; in the event of any discrepancy, the English version prevails, save where Applicable Law requires that the local-language version prevail.

20.9 Electronic signature. You acknowledge that acceptance of these Terms through a click-wrap, OTP confirmation, account creation flow, biometric authentication or API key activation constitutes an electronic signature under the Information Technology Act, 2000.

20.10 Counterparts. A signed MSA or Order Form may be executed in any number of counterparts (including digitally signed counterparts under the Information Technology Act, 2000), each of which is an original, and which together constitute one instrument.

21. Contact, grievance and customer-care officer

21.1 Customer care

• Email: admin@delvexpress.com
• Phone: +91 80774 81613 (Mon–Sat, 10:00–19:00 IST)

21.2 Grievance Officer (consumer / general)

Pursuant to rule 5(3) of the Consumer Protection (E-Commerce) Rules, 2020:

• Name: The Grievance Officer
• Designation: Grievance Officer
• Email: admin@delvexpress.com
• Phone: +91 80774 81613
• Address: Plot 63, Udyog Vihar Extension, Ecotech-II, Surajpur, Greater Noida, Uttar Pradesh 201306, India
• Acknowledgement of grievance: within forty-eight (48) hours.
• Resolution: within one (1) month from receipt.

21.3 Data-protection / Grievance Officer (DPDP)

See clause 13 of the Privacy Policy.

21.4 Nodal Officer (law-enforcement requests)

Email: admin@delvexpress.com. Address as in clause 21.2.

21.5 Legal notices

Email: admin@delvexpress.com. Postal: Lazyfoxs Logistics Pvt Ltd, Plot 63, Udyog Vihar Extension, Ecotech-II, Surajpur, Greater Noida, Uttar Pradesh 201306, India.

Schedule A — Prohibited & Restricted Goods

See clause 6.1. This Schedule is updated from time to time. The version in force on the date of booking applies to that Shipment.

Schedule B — Service-specific addenda (where executed)

Service-specific addenda for (a) Warehousing-as-a-Service, (b) Mid-mile freight (FTL/PTL), (c) Cold-chain (pharma / FSSAI), (d) Cross-border (DDP/DDU), and (e) Reverse logistics are made available to the relevant Customer at the time of onboarding for that service.

Related documents

• Privacy Policy
• Cookie Policy
• Aadhaar / KYC Consent Notice (Delivery Partners)
• Delivery Partner Agreement
• Contact / Grievance

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