Fulfillment Vendor Agreement
This Fulfillment Vendor Agreement ("Agreement") is entered into by and between:
Enacute Solutions India Private Limited ("Enacute," "Company," "Principal," "we," or "us"), owner and operator of the Kisan Door Step e-commerce grocery and vegetable delivery Platform,
AND
Kisan Door Step (a partnership firm) ("Fulfillment Vendor," "Vendor," "you," or "your"), engaged to source and deliver groceries and vegetables to End Users on Enacute's behalf.
(Enacute and the Fulfillment Vendor are collectively the "Parties" and individually a "Party").
> Note: Under this restructured relationship, "Kisan Door Step" is a brand name and Platform owned exclusively by Enacute — including the trademark, GST registration, and DLT registration formerly associated with the name. The Fulfillment Vendor named below happens to share this name as its own registered partnership-firm identity, but that firm holds no ownership, licensing, or contracting rights over the Platform, the "Kisan Door Step" brand, or the customer relationship in this Agreement. Because the brand and the Vendor's legal name are now identical, this naming overlap should be reviewed carefully — for example, by having the Vendor operate and contract under a distinct trade name, or by adding an explicit license-back clause confirming the Vendor may use "Kisan Door Step" only in the course of fulfilling orders for Enacute — to avoid future disputes over who the name legally belongs to.
1. Definitions
- "Platform" means the proprietary e-commerce web and mobile application infrastructure, including backend systems, databases, user interfaces, and administrative dashboards — the sole proprietary product of Enacute, developed, owned, and managed exclusively by Enacute.
- "End Users" means consumers placing grocery orders through the Platform.
- "Order Data" means information relating to a specific order (items, delivery address, delivery instructions, contact number) shared by Enacute with the Fulfillment Vendor solely to enable delivery.
2. Engagement and Scope
2.1 Engagement: Enacute engages the Fulfillment Vendor, on a non-exclusive basis, to source groceries/vegetables and carry out last-mile delivery to End Users within the serviceable areas designated by Enacute.
2.2 No Platform Rights: This Agreement grants the Fulfillment Vendor no license, right, title, or interest in the Platform, its software, source code, trademarks, or the "Kisan Door Step" brand. The Fulfillment Vendor shall not represent itself as the owner or operator of the Platform.
2.3 Restrictions: The Fulfillment Vendor shall not, and shall not permit any third party to, reverse engineer, copy, or commercially exploit the Platform or any Enacute technology; remove proprietary notices; or use the "Kisan Door Step" name or branding outside the scope of this engagement.
3. Responsibilities of the Parties
3.1 Enacute's Responsibilities:
- Own, operate, host, and maintain the Platform, including payment processing, customer accounts, and the customer-facing relationship.
- Serve as the primary point of contact and Data Fiduciary for End Users.
- Provide the Fulfillment Vendor with Order Data reasonably necessary to complete deliveries.
- Handle all customer disputes, refunds, and payment matters directly.
3.2 Fulfillment Vendor's Responsibilities:
- Source, pack, and deliver groceries and vegetables to End Users per Enacute's quality standards and delivery schedules.
- Maintain trained delivery personnel and any licenses/permits required to operate a grocery sourcing and delivery service in India (e.g., FSSAI where applicable).
- Promptly report delivery issues, quality complaints, or End User feedback to Enacute.
- Use Order Data solely to complete deliveries and not for any other purpose.
4. Intellectual Property
4.1 Enacute Ownership: Enacute retains all right, title, and interest (including all IP rights, patents, trademarks, and copyrights) in and to the Platform, the "Kisan Door Step" brand, and all related assets. Nothing in this Agreement transfers any ownership to the Fulfillment Vendor.
4.2 No Independent IP Claim: The Fulfillment Vendor acquires no trademark, brand, or goodwill rights in "Kisan Door Step" through performance of this Agreement.
5. Data Handling
The Fulfillment Vendor acts solely as a limited data recipient for the purpose of completing deliveries and holds no independent Data Fiduciary status. Enacute remains the sole Data Fiduciary under the DPDPA, 2023.
6. Fees and Payment
Fees payable to the Fulfillment Vendor for sourcing and delivery services shall be as mutually agreed in a separate pricing addendum, invoice, or commercial contract.
7. Indemnification
The Fulfillment Vendor shall defend, indemnify, and hold harmless Enacute from claims arising out of: (a) delivery failures, damaged/spoiled goods, or delays caused by the Fulfillment Vendor; (b) the Fulfillment Vendor's breach of applicable law; and (c) any misrepresentation by the Fulfillment Vendor of its role or authority under this Agreement.
8. Limitation of Liability
Neither Party shall be liable for indirect, incidental, or consequential damages arising from this Agreement. Enacute's and the Fulfillment Vendor's respective liability shall not exceed the fees paid under this Agreement in the three (3) months preceding the claim.
9. Term and Termination
This Agreement commences on the Effective Date and continues until terminated by either Party with thirty (30) days' written notice, or immediately for uncured material breach.
10. Governing Law and Dispute Resolution
Governed by the laws of India. Disputes are subject to the exclusive jurisdiction of the courts in Pune, Maharashtra.
11. Miscellaneous
This Agreement constitutes the entire understanding between the Parties regarding the fulfillment relationship. Amendments must be in writing and signed by both Parties.