FURTILO MERCHANT TERMS & CONDITIONS (MASTER)

Effective Date: 23 Sep, 2026

These Merchant Terms & Conditions ("Master Terms") govern the access to and use of the Furtilo platform by all merchants. They cover restaurants, home kitchens, and other food businesses, as well as grocery, stationery, hardware, electrical, automobile, and other local stores.

By clicking "I Agree with the Terms & Conditions", or by accessing or using the Furtilo platform, the Merchant confirms three things. First, it has read, understood, and agreed to be legally bound by these Master Terms and by the Schedule(s) applicable to its category. Second, the person accepting has the authority to bind the Merchant. Third, the information it provided at registration is true and complete.

1. DEFINITIONS

"Platform" means the Furtilo mobile applications, website, Merchant App, and related services, owned and operated by Kuvi Technologies Pvt Ltd.

"Furtilo" / "Company" means Kuvi Technologies Pvt Ltd, a private limited company incorporated under the laws of India, having its registered office at 23/24/994/995, Second floor, PGK Chambers, Opp LaCasa, Hosa road, Bengaluru 560035 (CIN: U47912KA2026PTC223914).

"Merchant" means any business registering on the Platform, including its owners, partners, employees, and agents.

"Food Merchant" means a Merchant registered in a food category, including a restaurant, cloud kitchen, home kitchen, tiffin service, or other food business.

"Local Store Merchant" means a Merchant registered in a non-food category, including grocery, stationery, hardware, electrical, automobile parts and accessories, and any other category Furtilo may enable.

"Schedule A" means the Food Merchant Schedule, and "Schedule B" means the Local Store Merchant Schedule.

"Merchant App" means the application, dashboard, or interface provided by Furtilo to the Merchant to manage its listing, orders, chats, plans, payments, and payouts.

"Customer" means any user who places an order with, or contacts, a Merchant through the Platform.

"Order" means any order for food, beverages, or goods placed by a Customer with a Merchant through the Platform. This includes Off-List Orders as defined in Schedule B.

"Delivery Partner" means independent third-party contractors facilitating delivery of Orders.

"Plan" means any subscription plan offered by Furtilo under the applicable Schedule.

"Applicable Law" means all laws, rules, regulations, notifications, orders, and guidelines in force in India from time to time. This includes those issued by the Food Safety and Standards Authority of India ("FSSAI") and any Central, State, or local authority.

Other capitalised terms used in a Schedule have the meanings given in that Schedule.

2. ACCEPTANCE, STRUCTURE & PRECEDENCE

2.1 These Master Terms and the Schedules constitute a legally binding electronic contract under the Information Technology Act, 2000 and the rules made thereunder. No physical or digital signature is required.

2.2 The Schedule(s) that apply to a Merchant depend on the category selected at registration. Schedule A applies to Food Merchants and Schedule B applies to Local Store Merchants. A Merchant operating in both categories is bound by both Schedules, each for its respective Orders.

2.3 If there is any conflict between these Master Terms and a Schedule, the Schedule prevails for Merchants and Orders to which it applies.

2.4 These Master Terms, together with the applicable Schedule(s), Plan details, penalty schedule, prohibited items list, and any policies displayed in the Merchant App, form the entire agreement between Furtilo and the Merchant.

3. SCOPE OF PLATFORM SERVICES

3.1 Furtilo provides a technology platform that, as applicable to the Merchant's category:

lists Merchants, menus, and products;
enables Customers to place Orders and to communicate with Merchants through in-app chat or calls;
transmits Orders to Merchants;
facilitates delivery through independent Delivery Partners;
facilitates payments and settlements, as provided in the applicable Schedule.

3.2 Furtilo does not:

prepare, cook, manufacture, package, inspect, test, certify, or sell any food or goods;
take possession of, or ownership in, any food or goods;
control the Merchant's operations, premises, staff, stock, or sourcing;
guarantee any volume of Orders, enquiries, revenue, ranking, visibility, or placement, including under any paid Plan.

4. GENERAL MERCHANT OBLIGATIONS

The Merchant agrees to:

provide true, accurate, and complete information at registration and keep it updated;
accept, reject, or respond to Orders and Customer enquiries promptly;
keep its open/closed status and availability updated in real time;
honour the prices and commitments it displays or communicates to Customers;
comply with all Applicable Law in the conduct of its business;
cooperate with Furtilo in resolving Customer complaints;
not use the Platform for any fraudulent, unlawful, or misleading purpose.

5. LICENCES AND REGISTRATIONS

5.1 The Merchant represents and warrants that it holds, and shall maintain throughout its use of the Platform, all valid licences, registrations, and approvals required to operate its business. These include, but are not limited to:

(a) Shop and Establishment registration (where applicable);
(b) trade licence from the local municipal authority (where applicable);
(c) GST registration (where applicable);
(d) the category-specific licences, registrations, and certifications set out in the applicable Schedule;
(e) any other licence, registration, NOC, or approval notified by the Central, State, or local government from time to time.

5.2 The Merchant shall upload true and complete copies of such documents on the Merchant App, keep them current, and upload renewals before expiry.

5.3 The Merchant shall notify Furtilo within 48 hours of any of the following relating to any such licence or registration: suspension, cancellation, non-renewal, show-cause notice, improvement notice, or adverse inspection.

5.4 Furtilo may, but is under no obligation to, verify these documents. Any verification, or failure to verify, by Furtilo shall not transfer any compliance responsibility to Furtilo.

5.5 Furtilo may, without prior notice, delist or suspend the Merchant if any required licence or registration is missing, expired, or invalid, or is found to be misrepresented. Furtilo may also withhold any amounts payable to the Merchant until compliance is restored.

6. LISTINGS AND CONTENT

6.1 All content provided by the Merchant, including store details, menu or product descriptions, images, prices, and offers, shall:

be accurate and not misleading, with images reasonably reflecting the actual food or goods supplied;
include all disclosures required by Applicable Law and the applicable Schedule;
not violate any Applicable Law or third-party rights, including intellectual property rights;
not contain offensive, defamatory, or prohibited material.

6.2 The Merchant grants Furtilo the right to edit, format, resize, or translate content for display purposes.

6.3 Furtilo may remove, modify, or restrict any content, delist any item, or delist the Merchant, for inaccurate content, repeated complaints, or breach of these Master Terms, any Schedule, or Applicable Law.

7. DELIVERY, CASH & VALUABLES

7.1 Delivery Partners are independent contractors. They are not employees or agents of the Merchant or of Furtilo.

7.2 The Merchant shall hand over Orders securely packed and sealed. Pickup and delivery shall be recorded on the Platform by OTP, photo, or any other method Furtilo uses, and these records are conclusive evidence of handover and delivery.

7.3 Where the Merchant uses its own delivery staff, the Merchant is fully responsible for them and for the delivery.

7.4 Cash and valuables: The Merchant shall never hand over any of the following to a Delivery Partner, whether as part of an Order or otherwise:

cash or currency;
cheques, demand drafts, or other negotiable instruments;
gift cards, vouchers, or prepaid instruments;
jewellery, precious metals, or precious stones;
documents of title or value.

If the Merchant does so in breach of this Clause, it does so entirely at its own risk. Neither Furtilo nor any Delivery Partner shall have any liability of any kind for the loss, theft, damage, or non-delivery of such items, whatever the cause.

7.5 Delivery Partners may refuse to carry any parcel that they reasonably suspect contains prohibited items or items covered by Clause 7.4, or that is improperly packed or exceeds delivery limits. Furtilo may cancel such bookings without liability.

7.6 Additional delivery terms for each category are set out in the applicable Schedule.

8. PENALTIES

8.1 Furtilo may levy penalties for Merchant-attributable issues. These include delays, cancellations, wrong or missing items, packaging failures, hygiene complaints, content violations, handing over prohibited items, and breach of Clause 14.

8.2 The applicable penalty schedule shall be displayed in the Merchant App and may be revised under Clause 19.

8.3 Penalties shall be recovered as provided in the applicable Schedule.

9. KYC & BANK ACCOUNT

9.1 The Merchant shall provide accurate KYC information and documents, and shall keep them updated. These include PAN, proof of address, proof of ownership or authority, and bank account details.

9.2 All payouts and settlements shall be made only to a bank account in the name of the Merchant or its proprietor, as verified by Furtilo or its payment gateway partner.

9.3 Any change in bank details shall require re-verification. Payouts and settlements may be held until verification is complete.

9.4 Furtilo shall not be liable for any amount paid or settled to incorrect bank details provided by the Merchant.

10. RATINGS, REVIEWS & VISIBILITY

10.1 Customer ratings and reviews are controlled by the Platform.

10.2 Furtilo may determine and adjust the Merchant's visibility and ranking at its discretion, based on performance, ratings, compliance, Plan, and other factors.

10.3 The Merchant shall not manipulate ratings or feedback, whether through fake Orders, incentivised reviews, or any other means.

11. INTELLECTUAL PROPERTY

11.1 The Merchant grants Furtilo a non-exclusive, royalty-free, worldwide licence to use its name, logo, trademarks, images, and menu or product content for operating and promoting the Platform. This licence lasts for as long as these Master Terms remain in force.

11.2 The Merchant warrants that it owns or has the right to license such content.

11.3 All intellectual property in the Platform remains the sole property of Furtilo.

12. DATA PROTECTION

12.1 Furtilo may collect and process the Merchant's Order, chat, performance, and business data for operating, improving, and promoting the Platform, in accordance with its Privacy Policy.

12.2 The Merchant shall use Customer personal data shared with it (including names, phone numbers, addresses, and chat content) solely to fulfil the relevant Order or enquiry. The Merchant shall not store, copy, sell, share, or use such data for marketing or any other purpose, and shall delete it once it is no longer required for that purpose.

12.3 The Merchant shall comply with the Digital Personal Data Protection Act, 2023, its rules, and other Applicable Law on data protection.

12.4 The Merchant shall notify Furtilo immediately of any actual or suspected breach involving Customer data.

13. CONFIDENTIALITY

Each party shall keep confidential all non-public information received from the other party, including commercial terms, Plan pricing, and data. Such information shall not be disclosed except as required by law or with prior consent. This obligation survives termination.

14. NON-CIRCUMVENTION

The Merchant shall not:

solicit Customers acquired through the Platform to place orders or book deliveries directly or through any other channel;
include flyers, contact details, or offers for direct ordering in Orders placed through the Platform;
use the Platform to divert business away from it.

15. TERM, SUSPENSION & TERMINATION

15.1 These Master Terms remain in force from acceptance until terminated.

15.2 Immediate suspension or termination: Furtilo may suspend or terminate the Merchant's access immediately, without notice, for:

food safety, hygiene, or product safety violations;
fraud, misrepresentation, or rating manipulation;
handing over prohibited items;
missing, expired, or invalid licences, or other regulatory non-compliance;
non-payment of amounts due;
repeated Customer complaints or poor performance;
any material breach of these Master Terms or any Schedule.

15.3 Termination without cause: Furtilo may terminate without cause on 7 days' notice under Clause 19.

15.4 Termination by the Merchant: The Merchant may terminate by submitting a deactivation request through the Merchant App, with 7 days' notice. The Merchant shall fulfil all Orders accepted before deactivation.

15.5 Final settlement, Plan charges, and refunds on termination are governed by the applicable Schedule. Any amount owed by the Merchant remains payable after termination.

16. LIMITATION OF LIABILITY

16.1 To the maximum extent permitted by law, Furtilo's total aggregate liability to the Merchant arising out of or relating to these Master Terms and any Schedule shall not exceed the total commission and Plan fees received by Furtilo from the Merchant in the one (1) month preceding the event giving rise to the claim.

16.2 Furtilo shall not be liable for any indirect, incidental, consequential, or special damages, or for loss of profit, revenue, business, or goodwill.

16.3 Nothing in this Clause limits any exclusion of liability set out elsewhere in these Master Terms or any Schedule, including Clause 7.4 and Clauses B9 to B11 of Schedule B.

17. INDEMNITY

17.1 The Merchant shall fully and unconditionally indemnify, defend, and hold harmless Furtilo, Kuvi Technologies Pvt Ltd, and its directors, officers, employees, and agents from and against all claims, complaints, proceedings, notices, losses, damages, penalties, fines, compensation, settlements, costs, and expenses (including reasonable legal fees) arising out of or relating to:

(a) any food, beverage, or goods supplied, sold, or handed over by the Merchant, including their quality, safety, hygiene, genuineness, labelling, condition, or effect on health;
(b) any complaint or proceeding by a Customer, consumer commission, Food Safety Officer, Legal Metrology officer, or other authority relating to the Merchant's products or services;
(c) any breach of these Master Terms, any Schedule, or Applicable Law by the Merchant;
(d) any content supplied by the Merchant, or any information or commitment it communicates to Customers, including infringement of third-party rights;
(e) any tax, interest, or penalty arising from information provided or not provided by the Merchant;
(f) any additional matters set out in the applicable Schedule.

17.2 The Merchant shall, at its own cost, respond to and handle all legal notices, consumer complaints, and proceedings relating to its products or services, including where Furtilo is named as a party. Furtilo may, at its option, appoint its own counsel at the Merchant's cost.

17.3 Furtilo may set off any amount payable under this Clause against any amount due to the Merchant, and may withhold such amounts to the extent of any pending claim.

17.4 This Clause shall survive termination.

18. FORCE MAJEURE

Neither party shall be liable for any failure or delay caused by events beyond its reasonable control. Such events include natural disasters, epidemics, government action, war, riots, strikes, internet or power failures, and failures of third-party service providers, including payment gateways. This Clause shall not excuse any payment obligation of the Merchant.

19. MODIFICATIONS AND NOTICES

19.1 Furtilo may modify these Master Terms, any Schedule, the payout cycle, commission rates, Plans, Plan deductions, fees, penalties, the prohibited items list, delivery limits, and any other commercial terms at any time.

19.2 Notice of changes, and any other notice under these Master Terms, may be given through any one of the following:

an in-app notification;
a banner or message in the Merchant App;
email;
SMS;
WhatsApp.

Such notice shall be deemed received when published or sent. No written, physical, or individually acknowledged notice is required.

19.3 Changes to commercial terms shall take effect on the date stated in the notice, which shall ordinarily be not less than 3 days after notice. Changes to prepaid Plan pricing apply from the next billing cycle. Changes required by law or regulation, or made for safety or fraud prevention, may take effect immediately.

19.4 All changes shall apply prospectively and shall not affect Orders already placed.

19.5 If the Merchant does not agree to a change, its sole remedy is to discontinue use of the Platform before the change takes effect. Continued use after the effective date constitutes acceptance of the change.

19.6 The Merchant is responsible for regularly checking the Merchant App and its registered email and phone number for notices.

20. DISPUTE RESOLUTION, GOVERNING LAW & JURISDICTION

20.1 Step 1 – Support: The Merchant shall first raise any dispute through the support section of the Merchant App or by email to support@furtilo.com. This includes disputes about payouts, deductions, fees, Plans, penalties, delisting, or ratings. The complaint should include Order IDs, dates, and supporting documents. Furtilo shall acknowledge the complaint within 48 hours.

20.2 Step 2 – Escalation: If the dispute is not resolved within 15 days, the Merchant may escalate it to the Grievance Officer named in Clause 22. Furtilo shall endeavour to resolve all disputes within 30 days of the original complaint.

20.3 Step 3 – Arbitration: Any dispute not resolved within 30 days of the original complaint shall be referred to arbitration under the Arbitration and Conciliation Act, 1996. The arbitration shall be before a sole arbitrator appointed by mutual consent of the parties or, failing agreement, in accordance with the Act. The seat and venue shall be Bengaluru, Karnataka, and the proceedings shall be in English.

20.4 Governing law: These Master Terms and the Schedules are governed by the laws of India. Subject to Clause 20.3, the courts at Bengaluru, Karnataka shall have exclusive jurisdiction.

20.5 Time limits: Disputes about payouts, settlements, or deductions must be raised within the period specified in the applicable Schedule.

20.6 Continued compliance: While a dispute is being resolved, the Merchant shall continue to comply with these Master Terms and the applicable Schedule.

21. GENERAL

21.1 Relationship: Nothing in these Master Terms creates a partnership, joint venture, employment, or agency relationship between Furtilo and the Merchant. The only exception is the limited extent required for Furtilo to collect payments and discharge taxes on the Merchant's behalf where a Schedule so provides.

21.2 Non-exclusivity: These Master Terms are non-exclusive. The Merchant may list on other platforms, and Furtilo may list other Merchants.

21.3 Severability: If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force. The invalid provision shall be read down to the extent necessary to make it enforceable.

21.4 Waiver: No failure or delay by Furtilo in exercising any right shall operate as a waiver of that right.

21.5 Assignment: The Merchant shall not assign or transfer its rights or obligations without Furtilo's prior written consent. Furtilo may assign these Master Terms to any affiliate or successor.

21.6 Survival: Clauses 7.4, 12, 13, 14, 16, 17, 20, and 21 of these Master Terms survive termination. So do all provisions of the Schedules relating to amounts due, taxes, transit risk, and indemnity.

21.7 Electronic records: The Merchant consents to receiving all communications electronically. It agrees that electronic records maintained by Furtilo, including Order statuses, chat logs, timestamps, pickup and delivery records, and notification logs, shall be conclusive evidence, save for manifest error.

21.8 Language: These Master Terms and the Schedules are drafted in English. Any translations are provided for convenience only. In case of any inconsistency, the English version shall prevail.

22. CONTACT & GRIEVANCE OFFICER

Legal Entity: Kuvi Technologies Pvt Ltd

Registered Office: 23/24/994/995, Second floor, PGK Chambers, Opp LaCasa, Hosa road, Bengaluru 560035

CIN: U47912KA2026PTC223914

Brand / App Name: Furtilo

FSSAI Licence No. (Furtilo): 11226998000011

Support Email: support@furtilo.com

Grievance Officer:

Name: Vaibhav Rathore
Designation: Head of Sales
Email: grievance@furtilo.com
Hours: Monday–Friday, 10:00 AM – 6:00 PM IST

By clicking "I Agree", the Merchant confirms acceptance of these Master Terms and the Schedule(s) applicable to its category.

SCHEDULE A – FOOD MERCHANTS

A1. APPLICATION

A1.1 This Schedule applies to Food Merchants and to all food and beverage Orders placed through the Platform. It forms part of the Master Terms and prevails over them in case of conflict.

A1.2 In this Schedule:

"Payout" means the net amount payable by Furtilo to the Food Merchant for a Settlement Period, after all deductions under this Schedule.

"Settlement Period" means the period for which a Payout is calculated, as set out in Clause A6.

"Plan deduction" has the meaning given in Clause A8.

A2. FOOD LICENCES

In addition to Clause 5 of the Master Terms, the Food Merchant shall hold and maintain a valid FSSAI registration or licence, as applicable to its scale and nature of business. It shall also hold any other licence or approval required under the Food Safety and Standards Act, 2006 and its regulations.

A3. FOOD MERCHANT OBLIGATIONS

The Food Merchant agrees to:

prepare Orders accurately, hygienically, and within the preparation time displayed on the Platform;
use secure, spill-proof, tamper-evident packaging that is compliant with Applicable Law, including State laws on plastic use;
honour the menu prices, portions, and availability displayed on the Platform;
ensure that its staff are medically fit and trained in food hygiene, as required by Applicable Law.

A4. FOOD QUALITY, HYGIENE & LIABILITY

A4.1 The Food Merchant shall be solely and exclusively responsible for all aspects of the food and beverages supplied through the Platform, including:

taste, quality, quantity, portion size, and freshness;
hygiene and sanitation of the kitchen, premises, equipment, and staff;
sourcing, ingredients, preparation, cooking, and storage;
allergen information, dietary claims, and veg/non-veg declarations;
labelling and packaging adequacy;
compliance with the Food Safety and Standards Act, 2006, its regulations, and all other Applicable Law.

A4.2 Furtilo does not prepare, inspect, test, or certify any food and makes no representation or warranty regarding it. Furtilo shall not be liable for:

food-borne illness, contamination, foreign matter, or any adverse health effect;
mislabelling, undeclared allergens, or incorrect dietary information;
any deficiency in the quality, quantity, or taste of food.

A4.3 Furtilo may, at its discretion, request photographs or videos of the Food Merchant's kitchen and premises, conduct or commission hygiene inspections (with or without prior notice), and require corrective action. Furtilo may suspend the Food Merchant's listing pending such corrective action.

A4.4 The Food Merchant shall fully indemnify Furtilo against any claim arising from food quality, hygiene, or safety, as provided in Clause 17 of the Master Terms.

A5. MENU & PRICING

A5.1 The Food Merchant controls its menu listings and pricing and shall ensure that they are accurate, complete, and updated in a timely manner.

A5.2 Menu listings shall clearly indicate veg/non-veg status and relevant allergen information.

A5.3 Menu prices on the Platform shall be inclusive of all charges except those separately displayed to the Customer by the Platform.

A6. COMMISSIONS, PAYOUTS & DEDUCTIONS

A6.1 Commission: The Food Merchant shall pay Furtilo commission on Orders. The rate is the one applicable to the Food Merchant's Plan or, if no Plan is active, the standard rate displayed in the Merchant App.

A6.2 Payout cycle: Furtilo shall settle Payouts on a weekly basis. The Settlement Period runs from Monday to Sunday. The Payout shall be credited within 3 business days after the end of each Settlement Period to the bank account verified under Clause 9 of the Master Terms. Furtilo may revise the payout cycle under Clause 19 of the Master Terms.

A6.3 Deductions: Before settling any Payout, Furtilo shall deduct all amounts due from the Food Merchant, including:

(a) commission;
(b) subscription Plan charges under Clause A7;
(c) Plan deduction under Clause A8;
(d) promotion, advertising, and Merchant-funded discount amounts under Clause A9;
(e) refunds and Customer compensation attributable to the Food Merchant;
(f) penalties under Clause 8 of the Master Terms;
(g) applicable taxes, including GST on Furtilo's services, and TDS/TCS as required by law;
(h) payment gateway or transaction charges (where applicable);
(i) any amount recoverable under Clause 17 of the Master Terms (Indemnity);
(j) any other charges communicated through the Merchant App.

A6.4 Negative balance: If total deductions exceed the amount payable in any Settlement Period, the shortfall shall be carried forward and recovered from subsequent Payouts. If the shortfall remains unrecovered for 2 consecutive Settlement Periods, the Food Merchant shall pay the outstanding amount within 7 days of demand. Failing this, Furtilo may suspend the account and pursue recovery.

A6.5 Statements: A settlement statement for each Settlement Period shall be available in the Merchant App. Furtilo shall issue tax invoices for its services as required by law.

A6.6 Discrepancies: The Food Merchant must raise any discrepancy in a settlement statement within 15 days of its availability, under Clause 20 of the Master Terms. After this period, the statement shall be deemed accepted.

A6.7 Holds: Furtilo may withhold, delay, or partially hold any Payout where:

fraud or misuse is suspected;
a Customer, regulatory, or legal claim is pending;
KYC, bank, or licence documents are missing or invalid;
a chargeback or payment reversal has been raised;
the Food Merchant is in breach of the Master Terms or this Schedule.

A7. SUBSCRIPTION PLANS

A7.1 Furtilo offers optional subscription Plans for Food Merchants (for example Gold, Silver, and Bronze). These may offer benefits such as higher placement and better visibility on the Customer app, and reduced or zero commission.

A7.2 Choice: The Food Merchant may choose any available Plan, or no Plan, at its sole discretion. Without a Plan, standard commission rates apply.

A7.3 No guarantee: Plan benefits relating to placement or visibility do not guarantee any number of Orders, ranking position, or revenue.

A7.4 Daily pricing: Plans are priced on a per-day basis. The Food Merchant is charged the Plan's daily amount for each day the Plan remains active, whether or not any Orders are received on that day.

A7.5 Activation: A Plan becomes active from the day after it is taken. The day of purchase is not charged.

A7.6 Switching and cancellation: The Food Merchant may switch or cancel its Plan at any time from the Merchant App. Benefits continue until the end of that day, and charges stop from the next day. The Food Merchant is never charged for two Plans on the same day.

A7.7 Recovery: Plan charges are not collected upfront or through a payment gateway. They are recovered by deduction from the Payout under Clause A6.

A7.8 Changes to Plans: Plan names, pricing, benefits, slot availability, and Plan deduction amounts are displayed in the Merchant App and may vary by city or area. Furtilo may introduce, modify, re-price, limit, or discontinue any Plan under Clause 19 of the Master Terms. If a Plan is discontinued, the Food Merchant shall move to standard terms or an alternative Plan, as notified.

A8. PLAN DEDUCTION

A8.1 In addition to the daily Plan amount, a Plan may carry a fixed per-Order deduction ("Plan deduction"). Where applicable, the flat amount specified by the Food Merchant's Plan shall be deducted from the Payout for each Order placed while that Plan is active. Some Plans carry a zero Plan deduction.

A8.2 The Plan deduction applicable to an Order is fixed at the time the Order is placed. A later change of Plan, or a later revision of Plan pricing, shall not alter the Plan deduction already applied to an Order.

A8.3 Where an Order is cancelled for a reason attributable to the Food Merchant, the Plan deduction for that Order may still be deducted.

A9. PROMOTIONS & DISCOUNTS

A9.1 Furtilo may offer the Food Merchant the opportunity to participate in promotions, discounts, advertising, or marketing campaigns. Participation is optional unless otherwise stated.

A9.2 The terms of each promotion shall be displayed in the Merchant App at the time of opt-in. These include the discount structure, the duration, and the share of cost borne by the Food Merchant, Furtilo, or both.

A9.3 Merchant-funded discounts and promotion or advertising charges shall be deducted from the Payout under Clause A6.

A9.4 Furtilo may, at its own cost, run platform-funded offers for Customers. Such offers shall not reduce the Food Merchant's Payout.

A10. TAXES

A10.1 Each party shall be responsible for its own taxes under Applicable Law, except as provided in this Clause.

A10.2 Where Furtilo is required to pay GST on restaurant services supplied through the Platform (including under Section 9(5) of the Central Goods and Services Tax Act, 2017), Furtilo shall collect and pay such GST. The Food Merchant shall not charge or collect GST separately on such supplies, and such GST shall not form part of the Payout.

A10.3 GST on Furtilo's services to the Food Merchant shall be charged in addition to the amounts for those services and deducted from the Payout. These services include commission, Plan charges, Plan deduction, and promotion or advertising charges.

A10.4 Furtilo shall deduct or collect tax at source (TDS/TCS) where required by Applicable Law and shall provide the relevant certificates as prescribed.

A10.5 The Food Merchant shall provide accurate PAN, GSTIN (if registered), and other tax information, and shall promptly update any change.

A11. HANDOVER & DELIVERY

A11.1 The Food Merchant shall hand over Orders sealed and properly packed, within the displayed preparation time.

A11.2 Handover to a Delivery Partner shall not relieve the Food Merchant of responsibility for any defect inherent to the food or its packaging, whether discovered before or after delivery. This includes contamination, foreign matter, spoilage, undercooking, incorrect or missing items, and inadequate sealing. Only damage caused solely during transit, such as spillage due to mishandling, is excluded from the Food Merchant's responsibility.

A11.3 Delays caused by the Food Merchant may attract penalties under Clause 8 of the Master Terms.

A12. CANCELLATIONS, REFUNDS & CUSTOMER COMPLAINTS

A12.1 Refunds and compensation arising from food-related issues, or from other causes attributable to the Food Merchant, shall be borne by the Food Merchant and deducted from the Payout.

A12.2 Furtilo may process refunds or compensation to Customers at its reasonable discretion, based on the complaint, evidence, and Order history.

A12.3 The Food Merchant shall respond to any complaint forwarded by Furtilo within 24 hours.

A12.4 Excessive complaints, low ratings, or repeated issues may result in reduced visibility, suspension, or termination.

A13. CANCELLATION AFTER PREPARATION HAS COMMENCED

A13.1 Cancelled after preparation starts, not the Food Merchant's fault: The Food Merchant shall be entitled to fifty percent (50%) of the amount that would otherwise have been payable to it for that Order.

A13.2 Cancelled before preparation starts: No amount shall be payable to the Food Merchant for that Order.

A13.3 Cancelled for a reason attributable to the Food Merchant: No amount shall be payable to the Food Merchant, whatever the stage of preparation. Such reasons include the shop being closed, an item being unavailable, excessive preparation time, and failure to respond to the Order.

A13.4 The stage of preparation shall be determined by the Order status recorded on the Platform at the time the cancellation is registered.

A13.5 Clause A8 (Plan deduction) continues to apply to cancelled Orders as provided in that Clause.

A14. TERMINATION & FINAL SETTLEMENT

A14.1 On termination, Furtilo may hold the final Payout for up to 45 days to cover refunds, complaints, chargebacks, and claims. After that, the balance shall be settled.

A14.2 Plan charges stop from the day after deactivation.

SCHEDULE B – LOCAL STORE MERCHANTS

B1. APPLICATION AND PRECEDENCE

B1.1 This Schedule applies to Local Store Merchants and to all non-food Orders placed through the Platform. It forms part of the Master Terms and prevails over them in case of conflict.

B1.2 Where a Local Store Merchant also sells prepared food, Schedule A applies to those food Orders.

B2. NATURE OF SERVICES

B2.1 For Local Store Merchants, Furtilo provides a technology platform to:

(a) display the Merchant's store profile;
(b) enable Customers to contact the Merchant through in-app chat or calls;
(c) list a limited range of products, including seasonal or promotional items, at Furtilo's discretion;
(d) book delivery of goods from the Merchant to the Customer through Delivery Partners.

B2.2 The Merchant is the sole seller of all goods, and Furtilo is not a seller, buyer, or party to any sale between the Merchant and a Customer. This applies both to goods listed on the Platform and to goods ordered through chat, call, or any other means ("Off-List Orders").

B2.3 Furtilo does not inspect, verify, store, or take possession of or ownership in any goods. It gives no representation or warranty about any goods.

B3. LICENCES AND REGISTRATIONS

In addition to Clause 5 of the Master Terms, the Merchant shall hold and maintain all licences, registrations, and certifications applicable to the goods it sells. These include, where applicable:

(a) FSSAI registration or licence, for any packaged or loose food items;
(b) Legal Metrology registrations and verified weighing instruments;
(c) BIS certification for goods covered by mandatory Quality Control Orders;
(d) any other licence, registration, or certification required by Applicable Law.

B4. GOODS AND SALES

B4.1 The Merchant is solely responsible for all goods it sells, including:

(a) their quality, genuineness, safety, quantity, and fitness for purpose;
(b) accurate pricing, which must not exceed the MRP;
(c) disclosure of expiry dates and product details, where applicable;
(d) warranties and guarantees;
(e) bills and invoices to the Customer;
(f) returns, exchanges, replacements, and refunds.

B4.2 The Merchant shall not sell counterfeit, pirated, stolen, expired, or unsafe goods.

B4.3 For goods listed on the Platform, the Merchant shall ensure that the price, MRP, description, images, stock availability, and any mandatory disclosures (including country of origin, where applicable) are accurate and kept up to date.

B4.4 The Merchant shall clearly communicate its return, exchange, and refund policy to Customers, either on its store profile or before the sale is confirmed.

B5. IN-APP CHAT AND OFF-LIST ORDERS

B5.1 The Merchant is solely responsible for all information, prices, and commitments it gives to Customers through chat or calls.

B5.2 The Merchant shall use chat only for genuine order-related communication. It shall not send spam, abusive or misleading content, or solicitations to transact outside the Platform.

B5.3 Furtilo may review chat records to resolve disputes, prevent fraud, and ensure compliance, as described in its Privacy Policy.

B5.4 If Furtilo requests it, the Merchant shall record in the Merchant App the value and nature of the goods for each Off-List Order before handover.

B6. PROHIBITED AND RESTRICTED ITEMS

B6.1 The Merchant shall not sell through the Platform, or hand over for delivery, any of the following, whether listed or ordered off-list:

(a) medicines, drugs, or narcotic or psychotropic substances;
(b) alcohol, tobacco, or tobacco products;
(c) weapons, ammunition, fireworks, or explosives;
(d) fuels, gas cylinders, acids, or hazardous, corrosive, or flammable chemicals;
(e) counterfeit, stolen, or illegal goods;
(f) cash, valuables, and other items covered by Clause 7.4 of the Master Terms or Clause B10.1;
(g) live animals;
(h) any item whose sale or transport is restricted by Applicable Law;
(i) any other item listed as prohibited in the Merchant App from time to time.

B6.2 The Merchant shall be fully liable for any consequence of handing over prohibited items. This includes fines, seizure, and claims against Furtilo or Delivery Partners. Furtilo may suspend or terminate the Merchant immediately for any breach of this Clause.

B7. PAYMENT FOR GOODS

B7.1 Customers shall pay the Merchant for goods in either of the following ways, as enabled on the Platform:

(a) directly to the Merchant, by UPI, cash at the store, or any other mode agreed between them; or
(b) through the Platform's payment gateway, which settles the Merchant's share directly to the Merchant's bank account under a split-settlement arrangement.

B7.2 Delivery Partners shall never collect money from Customers on behalf of the Merchant, and the Merchant shall not ask them to do so.

B7.3 Furtilo does not collect, hold, or guarantee payment for goods. It shall not be responsible for:

(a) non-payment, short payment, or failed or reversed payments;
(b) refunds for goods;
(c) any payment dispute between the Merchant and a Customer.

B7.4 The Merchant is solely responsible for confirming payment before handing over goods. It bears the risk of handing over goods before payment is confirmed.

B7.5 Where payment is made through the payment gateway, the gateway's terms and settlement timelines apply. Furtilo is not liable for the gateway's delays or failures. The Merchant must raise any discrepancy in settlements shown in the Merchant App within 15 days.

B8. DELIVERY

B8.1 The Merchant shall pack goods securely and appropriately for their nature and hand them over sealed. Goods must be within the weight and size limits shown in the Merchant App, which are currently 15 kg and 45 cm x 45cm x 45cm.

B8.2 If delivery fails because the Customer is unavailable, refuses the goods, or refuses to pay the Merchant, the goods shall be returned to the Merchant. The applicable return-trip fee shall be charged as shown in the Merchant App.

B9. TRANSIT RISK

B9.1 All goods travel entirely at the risk of the Merchant or the Customer, as agreed between them.

B9.2 Furtilo and its Delivery Partners shall have no liability for any of the following, whatever the cause:

(a) loss, damage, breakage, leakage, spillage, or deterioration of goods;
(b) delay in delivery;
(c) any claim arising from the condition of goods on delivery.

B9.3 Before dispatch, the Merchant shall inform the Customer that goods travel at the Merchant's or Customer's risk and that Furtilo is not liable for their condition in transit.

B9.4 The Merchant shall not make any claim against Furtilo for such matters. It shall handle any Customer claim relating to the condition of goods directly and at its own cost.

B9.5 The Merchant may, at its own cost, insure goods in transit.

B10. CASH, VALUABLES & HIGH-VALUE GOODS

B10.1 Cash and valuables: Clause 7.4 of the Master Terms applies in full. In addition, the Merchant shall not hand over antiques, artwork, or collectibles for delivery.

B10.2 High-value goods: High-value goods are any Order with goods of a total value above ₹250, and any mobile phones, laptops, tablets, cameras, or similar high-value electronics, whatever their value. The Merchant may hand over such goods for delivery only at its own sole risk.

B10.3 Neither Furtilo nor any Delivery Partner shall have any liability of any kind for the loss, theft, damage, or non-delivery of any item covered by Clause B10.1 or B10.2, whatever the cause. This exclusion applies despite Clause B12.

B10.4 Before accepting an Order for high-value goods, the Merchant shall decide whether to dispatch it through a Delivery Partner. If it does, it shall inform the Customer that Furtilo accepts no liability for the goods in transit.

B11. FRAGILE ITEMS

B11.1 Fragile items include:

glass and glassware;
mirrors;
ceramics, porcelain, and crockery;
bulbs, tube lights, and lamps;
screens, displays, and panels;
goods in glass bottles or containers;
sanitaryware and tiles;
idols and decorative items;
any other item that is breakable by nature or marked as fragile.

B11.2 Neither Furtilo nor any Delivery Partner shall have any liability of any kind for the breakage of, or damage to, fragile items. This applies whatever the packaging, handling, or cause, and despite Clause B12.

B11.3 The Merchant decides whether to accept an Order for fragile items and dispatch it through a Delivery Partner. If it does, the Merchant shall:

(a) pack the items adequately and label the parcel "Fragile";
(b) inform the Customer before dispatch that Furtilo accepts no liability for breakage or damage in transit.

B11.4 Delivery Partners may refuse to carry fragile items that are inadequately packed.

B12. LIMITED LIABILITY FOR THEFT BY DELIVERY PARTNERS

Despite Clause B9, where the Merchant proves that goods were lost through theft or wilful misconduct by a Delivery Partner, Furtilo's total liability shall not exceed the lower of the declared value of the goods and ₹250 per Order. This Clause does not apply to any item covered by Clause 7.4 of the Master Terms, Clause B10, or Clause B11.

B13. DELIVERY FEES

B13.1 Delivery fees shall be payable by the Customer, at the rates shown on the Platform. GST applies in addition.

B13.2 Delivery fees are payable to Furtilo for its delivery booking service. They are not refundable once the Delivery Partner has reached the pickup point, except where Furtilo cancels the booking.

B14. SUBSCRIPTION PLANS

B14.1 Local Store Merchants may subscribe to monthly Plans, as displayed in the Merchant App. These Plans are separate from, and may differ from, Plans offered to Food Merchants.

B14.2 Plan fees are payable in advance for each billing cycle. The Merchant may pay upfront through the Merchant App, or by UPI AutoPay, e-mandate, or any other recurring payment method Furtilo enables. GST applies in addition.

B14.3 Plans renew automatically at the end of each billing cycle unless the Merchant cancels before the renewal date.

B14.4 If a recurring payment fails, the Merchant shall have a grace period of 3 days to pay. After that, Plan benefits and the Merchant's listing may be paused until payment is received.

B14.5 A cancellation takes effect at the end of the current billing cycle. Fees already paid are non-refundable, and no pro-rata refunds are given for partial months, except where required by Applicable Law.

B14.6 Furtilo may revise Plan pricing, benefits, or terms under Clause 19 of the Master Terms. Revised pricing applies from the next billing cycle after notice.

B14.7 Plans do not guarantee any number of Customers, Orders, enquiries, or revenue.

B14.8 Furtilo shall issue tax invoices for Plan fees as required by law.

B15. OTHER CHARGES & RECOVERY

B15.1 Some amounts may be due from the Merchant other than Plan fees, such as return-trip fees, and penalties. The Merchant shall pay these within 7 days of an invoice.

B15.2 Furtilo may suspend delivery bookings or the Merchant's listing until all outstanding amounts are paid.

B16. TAXES

B16.1 The Merchant is solely responsible for all taxes on the goods it sells, including charging GST and issuing tax invoices or bills to Customers.

B16.2 The Merchant shall provide all information Furtilo reasonably requires to meet its own tax obligations, including order values, GSTIN, and PAN. This includes any TDS or TCS obligations applicable to e-commerce operators.

B16.3 Furtilo shall deduct or collect tax at source where required by Applicable Law and shall provide the relevant certificates as prescribed.

B17. CUSTOMER COMPLAINTS

B17.1 The Merchant shall resolve all complaints about goods, pricing, payments, warranties, returns, and refunds directly with the Customer. It shall respond to any complaint forwarded by Furtilo within 24 hours.

B17.2 Furtilo shall handle complaints relating only to its own delivery booking service, subject to Clauses B9 to B12.

B18. ADDITIONAL INDEMNITY

In addition to Clause 17 of the Master Terms, the Merchant shall fully and unconditionally indemnify Furtilo, its directors, officers, employees, and agents, and Delivery Partners, against all claims, losses, fines, and costs arising from:

(a) any goods sold or handed over by the Merchant, whether listed or Off-List;
(b) any breach of Clause B6 or B10.1, or of Clause 7.4 of the Master Terms;
(c) any payment dispute between the Merchant and a Customer;
(d) any content or commitment the Merchant communicates through chat or calls;
(e) the condition of any goods in transit, including high-value goods and fragile items.

B19. TERMINATION

B19.1 On termination, any active Plan ends at the end of the current billing cycle, and no refund is given for the remaining period.

B19.2 All delivery fees, penalties, and other amounts due from the Merchant remain payable after termination.