The Website and Application are collectively referred to as the platform. The Platform assists clients to integrate logistic carriers. The Platform facilitates Procurement supply chain via direct manufacture. Automation of Supply Chain, Logistics tracking, order-tracking, customers updates, NDR automation, returns & exchange management and so on related to Supply Chain & Logistics.

Delta Velocity is trademark, registered and operated by “ Terramove Venture Private Limited” (“Company”, “we”, “our” or “us”), a private limited company, incorporated under the provisions of the Companies Act, 2013 and having its registered office at Plot No 763, 2nd Floor, Udyog Vihar Phase-5, Sector 19, Gurugram, Pincode - 122008 Haryana (India).

GOVERNING LAW

Product: an material supplied by Delta Velocity to its Customer, including but not limited to packaging, raw materials;

Service: a service provided by Delta Velocity to its customer; Logistics & Supply Chain SaaS, Finance-DaaS.

Customer: User of our service & product, other party of Customer and the legal entities belonging to its group.

Agreement: the arrangements made between Delta Velocity and the Customer.

Subscription: There are Three subscriptions: Starter, Growth, Enterprise. The subscription involves all subscription features and its fees for the Customer with sole discretion of Delta Velocity.

Charges:Rates, surcharges or shipping, SaaS, DaaS costs charged by Carriers or platforms any time.

Carrier: Customer can bring their Carrier provider and integrate them or use Carrier partners used by Delta Velocity on behalf of the Customer to deliver Services or Products;

Website: www.deltavelocity.in, and all other websites managed by Delta Velocity.

Privacy: Delta Velocity and the Customer acknowledge that with regard to the Services, Customer shall be considered a controller and Delta Velocity shall process personal data as a data processor on behalf of the Customer. Delta Velocity shall process Personal Data in line with the applicable Privacy Policy.

Security: Delta Velocity uses reasonable technical and organizational measures in order to protect the Services and Platform as described in the internal Security Policy and as per Industry standard.

Jurisdiction: Only Indian law applies to all the acts that Delta Velocity performs, including the agreements that it concludes. All disputes arising from agreements concluded between the Parties will be settled exclusively by the as per Indian Law in the judicial district of Gurugram, Haryana, India.

General

These Terms & Conditions apply to all current and future Agreements and/or acts performed by Delta Velocity, to the exclusion of the Customer’s Terms & Conditions.

The applicability of other Terms & Conditions, whether or not used by a Customer, including purchasing conditions, are expressly rejected, even if the Customer has referred to such conditions before. Delta Velocity's prior written consent is required for all or part of conditions other than these Terms & Conditions to be declared applicable. If and insofar as other Terms & Conditions also apply, these conditions will prevail if there is any inconsistency.

Deviations from these Terms & Conditions apply only if Delta Velocity explicitly confirms them in writing to the Customer. Any deviation from these Terms & Conditions that Delta Velocity applies or tolerates at any time to benefit an existing or potential Customer never gives that Customer the right to later rely on or demand the application of such a deviation as established for itself.

Delta Velocity is always permitted to make interim unilateral amendments to these Terms & Conditions. The Customer may give notice to terminate the Agreement if interim unilateral amendments are made, without Delta Velocity being obliged to pay any form of compensation to the Customer

If any provision of these Terms & Conditions is invalid, void or unenforceable, declared invalid, voidable or unenforceable, or voided, this will not affect the validity of the other provisions of these Terms & Conditions. In that case, the Parties will consult and agree so the relevant provision is replaced by valid, enforceable and legally effective provisions that approximate the purport of the original provision as closely as possible.

Contractual formation

All of Delta Velocity's Offers are without obligation and can be withdrawn without any formalities, even after acceptance by the Customer to make our product and services better from time to time.

The Agreement, its amendments and additions will be binding on Delta Velocity only if Delta Velocity has confirmed them in writing. The Agreement is valid only after it has been confirmed or signed by a Delta Velocity official with representative authority. Any commitments made by Delta Velocity's representatives do not bind Delta Velocity, unless and until Delta Velocity has confirmed them in writing by the Authorized Director/Key Managerial Personnel (KMP). An acceptance of an Offer that varies from the contents of the Offer is considered a rejection of the original offer and a new offer that does not bind Delta Velocity. This also applies if the acceptance varies from the Offer only on minor points. Agreements are entered into under the condition precedent that information Delta Velocity obtains shows that the Customer is sufficiently creditworthy.

The Customer cannot cancel the Agreement without Delta Velocity's written consent, unless the Parties agree in writing on the compensation that the Customer will owe Delta Velocity if Delta Velocity accepts the termination of the Agreement

Obvious mistakes, including but not limited to printing, typesetting or programming errors in Offers or on the Website, release Delta Velocity from its obligation to perform and from the obligation to compensate any resultant damage or loss, even after the Agreement has been concluded.

If several Products and/or Services are included in an Offer and a price is stated for each Product/Service or each group of Products/Services, the Offer is valid only as a whole and the Customer may not just accept part of the offered Products or Services at that price. Offers apply only to the specifically mentioned Products and/or Services and not to future orders, sales or deliveries

If the Agreement is not recorded in writing and Delta Velocity nevertheless starts to perform it with the Customer’s consent, the contents of the Offer will serve as the Agreement.

Until the Products and/or Services have been delivered, Delta Velocity may cancel the Agreement if it considers there are good reasons to do so, without being liable to pay any form of compensation. Notice of cancellation must be given in writing

Registration Of User On Platform and confidentiality

To use the Services or purchase Products, the Customer must register via the Website or official channels. Once Delta Velocity has approved the Customer, the Customer receives a confirmation e-mail and can then use the Services and purchase Products.

• The Customer warrants to Delta Velocity that the information it has provided during registration is correct and complete and meets Delta Velocity's prescribed specifications and the user is authorized by the company/group to share this on behalf of the registered company in India or World as per local and universal global business laws.
• he Customer must observe confidentiality regarding the contents of Offers, Agreements, the login codes provided by Delta Velocity to the Customer, and all correspondence, information, knowledge and/or documentation relating to Delta Velocity, supplied by Delta Velocity, and/or that is otherwise in the possession or has come to knowledge of the Customer as part of the preparation, conclusion and performance of the Agreement, except insofar as it concerns confidential information in the public domain (other than because of an attributable breach or delict of the Customer) or where Delta Velocity has consented in writing to the full or partial discontinuation of the duty of confidentiality.
• The Customer may not use and/or disclose the confidential information, including for marketing and/or commercial purposes.The Customer must treat the confidential information with at least the same degree of care as it applies to its own confidential data and may disclose confidential information to third parties and/or its employees only insofar as this is necessary for performing their work and not before the Customer has imposed a duty of confidentiality equal to that set out in these general conditions on those third parties and/or its employees.
• The Customer warrants to Delta Velocity that these third parties and/or its employees will continue to comply with this duty of confidentiality of platform data and feature and technology.
• Customers who agree to share a platform with third parties or competitors will attract action as per Indian Laws. If prior permission is not seeked from the authorized Director/KMP.
• If the Customer must disclose certain information under a legal obligation, a binding instruction or binding regulations, it must promptly notify Delta Velocity in writing before that disclosure.
• The duty of confidentiality remains in full force even after delivery or the termination of an Agreement.

Intellectual Property Rights

All intellectual property rights, such as trademarks and copyrights to the name Delta Velocity, the Website and the software are vested in Delta Velocity or licensors. Any use of the above name, Website, software or their content, including the full or partial reproduction, publication, copying or storage of such content other than for own use by the Customer is prohibited without Delta Velocity's prior, specific and written consent. The Customer may not resell or provide Services or Products it has purchased from Delta Velocity to third parties without Delta Velocity's prior, specific and written consent.

• All intellectual property rights to the Products or Services delivered to the Customer are vested exclusively in Delta Velocity, its licensors or its suppliers. The Customer may not remove, modify or copy, or have a third party remove, modify or copy, any designation concerning the confidential nature or concerning copyrights, brands, trade names or any other intellectual property rights from or of the items delivered by Delta Velocity.
• The Customer will acquire only the rights of use expressly granted under these Terms & Conditions, the Agreement and the law. A right of use to which the Customer is entitled is not exclusive and cannot be transferred, pledged or sublicensed.

Performance of the Agreement

• delta Velocity must provide Services to the best of its ability, based on the information provided by the Customer and the nature of the order.
• Delta Velocity will never be in default by the mere expiry of a term, including the delivery period. A written notice of default, giving Delta Velocity a reasonable period in which to still perform, is always required for this purpose. Delta Velocity may make partial deliveries.
• If and as soon as Delta Velocity cannot perform the Agreement in the agreed and/or usual manner because of hindrance by or any other cause attributable to the Customer, the Customer must compensate Delta Velocity for the resultant costs incurred and loss suffered, including cloud costs.
• Unless agreed otherwise in writing, the Products supplied by Delta Velocity are at the Customer’s risk from the time of delivery.
• The Customer must provide Delta Velocity with the address details of the recipient(s) via the Website. Once Delta Velocity has received this information, its Customer receives the digital address label(s) as soon as possible. The delivery periods specified by Delta Velocity are indicated by integrated carriers and not strict deadlines. Specified delivery periods start only once the Agreement has been concluded and taken effect, all details have been agreed, and Delta Velocity has all the necessary information to perform the work. Here delivery periods and timeline liability remains with carriers.
• The delivery period is based on the circumstances that prevailed when the Agreement was concluded. If a delay occurs because of a change in these circumstances, the delivery period will automatically be extended accordingly, notwithstanding the following provisions on force majeure or as per Carrier service agreement signed by customer directly or via Delta Velocity.
• Delta Velocity may outsource the performance of all or part of the Agreement and/or arrange for it to be performed by third parties, without the Customer’s consent, and charge the associated costs to the Customer. However Delta Velocity's prior written consent is required if the Customer wishes to involve third parties in performing the Agreement related to any service which is provided by Delta Velocity
• Each Agreement includes Delta Velocity's authority to engage third parties, including but not limited to Carriers, and to accept the Charges and any limitations of the liability of those third parties, also on behalf of the Customer. Delta Velocity is not liable for the choices of these third parties, for any failures of these third parties, or damage or loss of any kind or for whatever reason caused by these third parties, regardless of the basis for the liability as per Indian law codes.
• Delta Velocity may temporarily deactivate the Website to perform maintenance.

Customer’s obligations

The Customer must promptly communicate all facts and circumstances that may be important for the proper performance of the Service and send all required data and information to Delta Velocity. Example Customer moves or the address, invoice address, e-mail address or other data of the Customer changes, the Customer must give Delta Velocity prompt written notice, i.e. before the change

• The Customer is responsible for the equipment and other items required to use the Service, such as a printer and internet connection or any IOT devices needed for its integration and services
• The Customer indemnifies Delta Velocity against all costs, loss and interest that could arise from third-party claims, for whatever reason, regardless of whether these claims are also filed against the Customer, relating to incidents, acts or omissions that may but need not be connected to performing the Agreement or defects in the item delivered by the Customer.
• The Customer must insure and keep itself insured against this liability and forward Delta Velocity a copy of the relevant policies immediately on request. Any liability of Delta Velocity regarding third-party claims against the Customer is excluded, regardless of the basis for this liability.
• The Customer must give Delta Velocity all cooperation conducive to or reasonably necessary for the delivery of the Service or the Product.

Prices and Charges

All prices that Delta Velocity states at any time exclude GST and other taxes or India duties. Unless agreed or indicated otherwise in writing. The Customer must reimburse Delta Velocity for all Charges that Carriers invoice Delta Velocity in connection with the Agreement, including but not limited to surcharges and shipping costs, even if this happens after delivery or the termination of the Agreement.

• The Customer may submit a claim to a Carrier via its account. Delta Velocity will do its utmost to ensure that the Carrier accepts the Customer’s claim. Delta Velocity has a best-efforts obligation in this regard. Delta Velocity will reimburse the Customer the amount that the Carrier pays under a claim
• The Customer’s submission of a claim, the Carrier’s acceptance or non acceptance of a Customer’s claim, and/or the Carrier’s payment or non-payment of compensation will not in any way affect or suspend the Customer’s obligation under Article above.
• All prices are based on the taxes, levies and other price determinants that apply when the Agreement is concluded, including but not limited to the Charges.
• Delta Velocity expressly reserves the right to change its prices if and insofar as price determinants, including but not limited to those referred to in paragraph 3 of this article, give it cause to do so.
• A price change will not take effect until thirty (30) days after the Customer has been informed of it in writing. The Customer may give notice to terminate the Agreement if interim price changes are made, without Delta Velocity being obliged to pay any form of compensation to the Customer.
• If the Agreement is extended or amended at the Customer’s request or unforeseen circumstances occur, this may lead to additional costs. Delta Velocity will inform the Customer as soon as possible about the additional costs. Unless there is an emergency, Delta Velocity will start work that involves additional costs only after the Customer has agreed.

Payment

Unless agreed otherwise in writing, payment must be made within the agreed plan or payment terms you received via mail. Invoices are issued as per payment terms agreed via Customer and Delta Velocity. If the invoice amount is not paid in full by the due date, the Customer will be in default by the mere expiry of the period, and Delta Velocity may raise demand or notice of default.

• If Delta Velocity does not receive payment within the period referred to in payment terms defined as per platform or via Mail, the Customer must pay Delta Velocity interest at the statutory commercial rate under 2% monthly on pending invoice and as per India Law and MSME Act, and all Delta Velocity's claims against the Customer, for whatever reason, will become immediately due and payable in full. For the calculation of interest on the amount due, part of a month counts as a full month.
• If Delta Velocity does not receive payment within the period referred to in paragraph 1 of this article, it may suspend its obligations towards the Customer until payment has been made. If, as soon as, and for as long as the Customer does not punctually fulfill its payment obligations towards Delta Velocity, Delta Velocity may refuse the Customer access to the Services and pending product deliveries to adjust losses.
• If Delta Velocity does not receive payment within the period referred to in paragraph 1 of this article, the Customer must reimburse Delta Velocity for all costs it incurs to collect the outstanding amounts, namely:
• invoices from lawyers regarding their work, both in and out of court, also insofar as they exceed amounts fixed by the court, the costs of bailiffs, authorized agents and collection agencies, as well as all enforcement costs. The extrajudicial costs are fixed at 24% of the principal sum.
• The payments made by the Customer always serve to settle all costs and interest due, followed by the longest outstanding invoices, even if the Customer states that the payment relates to a later invoice. All payments must be made without deduction, discount or setoff.

Wallet Payment

Delta Velocity may always require prepayment via Wallet Topup, a bank guarantee e.g. Credit Card/Autopay, or equivalent security for payment of the amount due, even during the performance of an Agreement, and regardless of whether one or more due invoices have not been paid or paid in full. The Customer must comply with this requirement. In that case, Delta Velocity may also suspend the fulfillment of its obligations towards the Customer until payment has been made or security has been provided. This also applies if Delta Velocity has reasons to doubt the Customer’s willingness to pay and/or creditworthiness. If the Customer refuses to comply with Delta Velocity's request, Delta Velocity may consider the Agreement terminated, notwithstanding its rights to compensation for all loss, costs and loss of profits.

• If the Customer’s assets are attached at any time, it must report this to Delta Velocity within 24 hours.
• If the Customer is not the end user of the item delivered by Delta Velocity Platform, Delta Velocity may inform the end user of any payment delay of at least three (3) months and even sign an agreement directly with the end user.
• Any reliance of the Customer on setoff or suspension is expressly excluded, unless Delta Velocity has agreed in advance to a specific suspension or setoff in writing and unconditionally recognised the claim, regarding which suspension or setoff is being applied, in writing.
• Delta Velocity may also always exercise its rights described in this article against a company affiliated with the Customer, for any claim it has against the Customer and/or a company affiliated with the Customer.
• A company is considered affiliated with another company if 20% or more of that company belongs to the same owner, if 20% or more of it is directly or indirectly controlled by or if it exercises control over that other company, and/or if 20% or more of it belongs with that other company to the same group of companies.

Delta Velocity Subscriptions

There are three subscriptions: Starter, Growth, Enterprise. The Starter subscription does not involve subscription fees for the Customer since it's Free to use with sole discretion of Delta Velocity.

Under an Starter subscription, the Customer must pay the agreed Charges separately for each purchased Service (for each shipment based on a shipping contract between Delta Velocity and a Carrier). Under the other subscriptions, the Customer pays a monthly subscription fee as mentioned on www.deltavelocity.in/pricing. Besides sending items based on a shipping between Delta Velocity and a Carrier, the Customer may also use the Website and its features under a Growth, Enterprise subscription while sending items under its own shipping contract with a carrier. This latter carrier does not qualify as a Carrier within the meaning of these Terms & Conditions.

• If this is indicated at the time of registration, the Customer can start the Starter subscription as a free trial period. Or The Client can then try the Starter, Growth or Enterprise free of charge for fourteen (14) days or as otherwise indicated at the time of registration or Delta Velocity representative.
• Unless the Customer cancels the Starter, Growth or Enterprise subscription before the end of the trial period, the Customer must pay the subscription fee. The Customer can view the fees and the end date of the trial period by logging into the Website and clicking on the "Billings" tab under "Settings".
• The subscription fees for Starter, Growth or Enterprise and all other costs and Charges that the Customer owes for using Delta Velocity will be charged on a monthly basis. The subscription fee will be charged for the first time on the day of the start of the subscription (pro rata). Subsequently, the subscription fee will be charged monthly in advance on the first day of the new month. The Starter, Growth or Enterprise subscription starts on the day after the trial period ends.
• The Starter, Growth or Enterprise subscription can be canceled at any time by logging onto the Website if option available or contacting your Key Account Manager or via Support and deactivating the subscription. As soon as the subscription has been deactivated, Starter, Growth or Enterprise will no longer be available and the Customer will no longer have access to the subscription or data. It is possible to regain and maintain access to Starter, Growth or Enterprise, until the end date of the subscription, by reactivating the subscription.
• The Customer must then ensure that the subscription is deactivated before the next invoicing period starts. The Customer cannot apply for credits to use Services for a period shorter than one (1) month. Nor is it possible to apply for credits for an annual subscription. If the subscription is canceled, the subscription automatically stops at the end of the current invoicing period.
• Delta Velocity may always make interim unilateral changes to the subscription fees and/or associated Services, without being obliged to pay any form of compensation to the Customer. Such a change will not take effect until thirty (30) days after the Customer has been informed of it in writing.

Force Majeure & Liability

If Delta Velocity cannot fulfill its obligations under the Agreement, including any agreed warranty obligations, due to force majeure or any other extraordinary circumstance, including but not limited to fire, strikes, a stagnation in the supply of products, internet or computer failures, measures imposed by the State, unexpected defects and/or failures at Delta Velocity or its Carriers or suppliers, or a failure to perform by a third party or Carrier that Delta Velocity has hired, Delta Velocity may perform all or part of the Agreement on a later date.

• If a force majeure situation is immediately identifiable as permanent or has lasted longer than three months, the Customer may terminate all or part of the Agreement, without Delta Velocity being obliged to pay any form of compensation to the Customer.
• Delta Velocity is not liable in any case if the Customer does not, does not fully, and/or does not properly follow the advice and/or instructions given by Delta Velocity and/or the third parties it hires, regardless of the basis for liability.
• Delta Velocity is not liable in any case for damage or loss if the Customer has insured, or could reasonably have insured itself against that damage or loss, regardless of the basis for liability. The Customer indemnifies Delta Velocity against insurers’ claims in this regard.
• Delta Velocity is never liable for consequential damage or loss, including but not limited to lost profits, lost savings, immaterial damage, trading loss or environmental damage, regardless of the basis for liability
• Any claim of the Customer against Delta Velocity will lapse if the Customer has not commenced substantive proceedings against Delta Velocity within one (3) months of the claim occurring. Under penalty of forfeiture of any claim for compensation, the Customer must report claims in writing to Delta Velocity within three (1) months of discovering the damage or loss or having been able to discover it.
• If and insofar as Delta Velocity is liable, despite the provisions of this article, its liability for damage to property will be limited to repair and replacement costs and capped at the principal amount specified on the relevant invoice. In the event of harm to persons and in any other cases, Delta Velocity's liability is always limited to the claim for payment under its liability insurance, plus the excess that Delta Velocity must pay under that liability insurance. If and insofar as no payment can be made under this insurance, for whatever reason, the total liability, regardless of its basis, will always be limited to the amount charged by Delta Velocity under the relevant Agreement and capped at 50,000.00 INR.
• Insofar as third parties that Delta Velocity hires to perform the Agreement have limited their liability in that regard, all Agreements with Delta Velocity authorize it to also accept such limitations of liability on behalf of the Customer. Any liability of Delta Velocity for unexpected failures by these third parties to perform is excluded.
• Delta Velocity is never liable for damage or loss resulting from the temporary unavailability of the Website or a Service, regardless of the basis for liability. Delta Velocity is never liable for any unauthorized use of login codes.
• The provisions of this article do not apply if the damage or loss results from the intent or wilful recklessness of Delta Velocity's officials, management.

Complaints

If the Customer does not give Delta Velocity written notice of the lack of conformity of an item with the Agreement within eight (7) days of its receipt, it can no longer invoke that lack of conformity. Delta Velocity need not deal with complaints regarding slight deviations.

Support Email : hello@deltavelocity.in

CEO Mail id: Pawan@deltavelocity.in

Suspension and Termination and Ownership (Retention of Title)

If, as soon as, and for as long as the Customer fails to fulfill, fails to punctually fulfill, or fails to properly fulfill one or more of its obligations towards Delta Velocity under the Agreement, Delta Velocity may fully or partially suspend its obligations towards the Customer. In such a case, the Customer must compensate all resultant damage or loss suffered by Delta Velocity, including but not limited to lost profits. If and as soon as the Customer is in default, Delta Velocity may fully or partially terminate the Agreement with the Customer.

• Because of termination, reciprocal claims become immediately due and payable. The Customer will then be liable for the damage or loss suffered by Delta Velocity, including loss of profits and costs.
• If and as soon as the Customer is declared bankrupt or a petition for bankruptcy has been filed, applies for a moratorium on the payment of debts, or loses the power to dispose of all or part of its assets through attachment, guardianship or otherwise, Delta Velocity may terminate the Agreement without judicial intervention and with no need for a notice of default, unless the insolvency practitioner
• Ownership of the Products supplied by Delta Velocity passes to the Customer only after the Customer pays everything owing to Delta Velocity under an Agreement and/or these Terms & Conditions.
• If and as soon as it makes use of this retention of title, Delta Velocity may obtain possession of the Products, for example by entering the Customer’s premises/warehouse. If this situation arises, the Customer states that it will grant Delta Velocity unconditional and irrevocable authority to do this.
• As long as ownership of the Products has not passed to the Customer, the Customer may not encumber, alienate, pledge, rent out, or in any way or on any grounds allow them to leave its actual control, except as provided in paragraph of this article.
• The Customer may sell the Products within the scope of its normal business operations, on the understanding that until the Customer has paid for the Products in full and fulfilled its other obligations towards Delta Velocity, on whatever basis, Delta Velocity will acquire the Customer’s rights in relation to its customer(s). These rights expressly include all current and future actions and any current and future claims for damage to or loss of Products. If this situation arises, the Customer states that it will assign these rights to Delta Velocity, which hereby accepts this assignment.
• Besides the retention of title referred to in this article, Delta Velocity retains an undisclosed pledge on all Products delivered to the Customer and still owned by Delta Velocity, as security for the Customer’s fulfillment of all claims that Delta Velocity has or will obtain against the Customer for whatever reason. Immediately at Delta Velocity's request, the Customer must cooperate in drawing up the required deed and its registration.
• The Customer must immediately notify Delta Velocity of any third-party actions regarding Products belonging to Delta Velocity.
• The Customer must properly insure the Products in its possession and keep them insured against theft, fire, explosions, water damage, etc. and forward Delta Velocity a copy of the relevant policies immediately on request.

Final Provisions

Should any portion of these Terms & Conditions be held to be void or otherwise unenforceable, such void or unenforceability shall not affect the other portions of these Terms & Conditions. The parties shall continue to abide in accordance with the undertakings and obligations that come as close as possible to the effect of the void or otherwise unenforceable portion as well as by the terms of all other portions.

Only Indian law applies to all the acts that Delta Velocity performs, including the agreements that it concludes

All disputes arising from agreements concluded between the Parties will be settled exclusively by the as per Indian Law in the judicial district of Gurugram, Haryana, India.