TERMS & CONDITIONS

Prozo Integrated Logistics Private Limited
Last Updated: March 2026

1. Introduction & Acceptance

These Terms & Conditions ("Terms") are entered into by and between Prozo Integrated Logistics Private Limited (CIN: U72200HR2014PTC052701), a company incorporated under the laws of India with its corporate office at Unit No. 1220, 12th Floor, Enkay Tower, Vanijya Nikunj, Udyog Vihar Phase V, Gurugram, Haryana - 122016, India (hereinafter referred to as "Prozo," "we," "us," or "our") and any person or entity that accesses, registers on, or uses the Services (hereinafter referred to as "Client," "you," or "your").

These Terms govern the use of all services offered by Prozo, including but not limited to warehousing & fulfilment, logistics & freight (ProShip), technology platforms (OMS, WMS, TMS, Control Tower), and hyperlocal delivery. By using any Prozo service, accessing the website at prozo.com, or signing a Service Agreement, you acknowledge that you have read, understood, and agree to be bound by these Terms.

Your specific Service Agreement or Statement of Work (SOW) supplements these general Terms. In the event of any conflict or inconsistency between these Terms and the applicable Service Agreement, the provisions of the Service Agreement shall prevail to the extent of such conflict.

2. Definitions

Unless otherwise defined herein, the following terms shall have the meanings ascribed to them below:

"Client" means any legally registered business entity that enters into a Service Agreement with Prozo for the provision of Services.
"Services" means the warehousing, fulfilment, logistics, freight, technology, and value-added services offered by Prozo as described in Section 4 and the applicable Service Agreement.
"Platform" means Prozo's proprietary technology systems, including the website (prozo.com), OMS, WMS, TMS/ProShip, Control Tower, APIs, dashboards, and any associated mobile applications.
"Service Agreement" means the executed commercial agreement between Prozo and the Client that specifies scope, pricing, SLAs, and other service-specific terms.
"SOW" (Statement of Work) means a document appended to or referenced in a Service Agreement that details the scope, deliverables, timelines, and acceptance criteria for a specific engagement.
"Effective Date" means the date on which the Service Agreement is executed by both parties or the date on which the Client first accesses or uses any Service, whichever is earlier.
"Term" means the duration of the Service Agreement, including any renewal periods, as specified therein.
"Confidential Information" means all information disclosed by either party to the other - whether orally, in writing, or electronically - that is designated as confidential or that a reasonable person would understand to be confidential, including business plans, pricing, technical data, trade secrets, customer lists, and financial information.
"Intellectual Property" means all patents, copyrights, trademarks, trade secrets, algorithms, source code, designs, documentation, and other proprietary rights owned by or licensed to a party.
"SLA" (Service Level Agreement) means the performance benchmarks, metrics, and service credits defined in the applicable Service Agreement.
"Force Majeure Event" means any event beyond the reasonable control of the affected party, as further described in Section 17.
"Applicable Law" means all laws, statutes, rules, regulations, orders, and government directives applicable in the Republic of India, including but not limited to the Information Technology Act, 2000, the Digital Personal Data Protection Act, 2023, and the Goods and Services Tax Act(s).

3. Eligibility

The Services are available only to legally registered business entities operating in India. Prozo does not offer Services to individuals for personal or household use.
Clients availing B2B services must possess a valid Goods and Services Tax Identification Number (GSTIN) and provide the same at the time of onboarding.
Any individual accessing or using the Services on behalf of a company or other legal entity represents and warrants that they have full authority to bind that entity to these Terms. If you do not have such authority, you must not accept these Terms or use the Services.

4. Service Description

Prozo provides end-to-end integrated logistics services across the following verticals. The specific scope of services applicable to a Client is defined in their Service Agreement.

4.1 Warehousing & Fulfilment

Shared warehousing
Dedicated warehousing
Managed warehousing
On-demand warehousing
4PL aggregation and multi-node fulfilment

4.2 Logistics & Freight

D2C parcel delivery (forward and reverse)
Part Truck Load (PTL) / Less Than Truck Load (LTL)
Full Truck Load (FTL)
Same-day and next-day delivery
Hyperlocal delivery
Cash on Delivery (COD) management and remittance

4.3 Technology Platforms

OMS - Order Management System for multi-channel order orchestration
WMS - Warehouse Management System for inventory tracking, picking, packing, and dispatch
TMS / ProShip - Transportation & Freight Management System for carrier allocation, rate comparison, tracking, and NDR management
Control Tower - Unified visibility dashboard for real-time supply-chain analytics and exception management

4.4 Value-Added Services

Kitting and bundling
Labeling and re-labeling
Quality check (QC) at inbound and outbound
Returns processing and refurbishment

5. Account Registration & Security

To access the Platform and avail Services, you must register an account by providing accurate, current, and complete information as prompted during the registration process.
You are solely responsible for maintaining the confidentiality of your account credentials (including usernames, passwords, and API keys) and for all activities that occur under your account.
You must notify Prozo of any unauthorized access to or use of your account within 24 hours of becoming aware of such access by writing to support@prozo.com.
Prozo reserves the right to suspend or terminate any account if there is reasonable suspicion of unauthorized access, security breach, or misuse, without liability to the Client.

6. Client Obligations

By using the Services, you agree to:

Provide accurate and complete shipment details, including weight, dimensions, declared value, and product descriptions, for every consignment.
Comply with the prohibited goods list set out in Section 7 and ensure that no restricted or unlawful items are tendered to Prozo.
Ensure proper and adequate packaging of all goods in accordance with industry standards and any Prozo packaging guidelines communicated to you.
Maintain accurate and up-to-date inventory declarations for goods stored in Prozo warehouses.
Ensure timely pickup readiness and cooperate with Prozo's collection schedules and warehouse operating hours.
Pay all invoices in accordance with the payment terms set out in Section 9 and the applicable Service Agreement.
Comply with all Applicable Law relating to the goods, including but not limited to product safety, labeling, and tax regulations.

7. Prohibited Goods

The following categories of goods are prohibited from being shipped, stored, or handled through Prozo's Services unless explicit prior written approval has been obtained:

Hazardous materials, flammable substances, and dangerous goods (unless pre-approved with appropriate documentation and compliance)
Narcotics, psychotropic substances, and controlled drugs
Weapons, firearms, explosives, and ammunition
Counterfeit, pirated, or trademark-infringing goods
Currency, negotiable instruments, bullion, and precious metals
Wildlife products, endangered species, and items regulated under CITES or the Wildlife Protection Act, 1972
Any items prohibited under Indian law, including applicable export control regulations
Perishable goods (unless a cold-chain or temperature-controlled service has been specifically contracted)

Prozo reserves the right to inspect, refuse, return, or dispose of any prohibited goods tendered to it, entirely at the Client's cost and risk. The Client shall indemnify Prozo against all claims, penalties, and expenses arising from the shipment or storage of prohibited goods.

8. Service Levels & SLAs

Specific Service Level Agreements (SLAs) - including delivery timelines, warehouse processing times, uptime guarantees, and accuracy benchmarks - are defined in the individual Service Agreement or SOW applicable to each Client.
In the event of an SLA breach attributable to Prozo, the Client may be eligible for SLA credits as described in the Refund Policy referenced in the Service Agreement.
Prozo's total liability for any SLA breach shall be limited to service credits and shall not extend to indirect, consequential, or special damages.
SLA measurement methodology, reporting frequency, and escalation procedures are available upon request and may be included in the Service Agreement.

9. Pricing, Invoicing & Payment

Pricing. All pricing shall be as set out in the rate card or Service Agreement executed between the parties. Quoted prices are exclusive of Goods and Services Tax (GST) unless explicitly stated otherwise.
Invoicing. Prozo shall raise invoices on a monthly basis (or as per the billing cycle agreed in the Service Agreement). The GSTIN applicable to your engagement is as communicated in your Service Agreement.
Payment Terms. Unless otherwise agreed in the Service Agreement, all invoices are payable within fifteen (15) days from the date of invoice.
Late Payment. Any amount not paid when due shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by Applicable Law, whichever is lower) on the outstanding balance, calculated from the due date until the date of actual payment.
ProShip Wallet. Clients using the ProShip platform may be required to maintain a prepaid wallet balance. Freight and service charges are auto-deducted from the wallet on a per-shipment basis. Minimum balance requirements, top-up procedures, and refund terms are as communicated on the Platform or in the Service Agreement.
Rate Revision. Prozo reserves the right to revise applicable rates by providing at least thirty (30) days' prior written notice to the Client. Continued use of Services after the effective date of the revised rates constitutes acceptance thereof.

10. Cargo Liability & Insurance

Standard Coverage. Under standard coverage, Prozo's liability for loss of or damage to any consignment shall be limited to the declared value or ₹5,000 per shipment, whichever is lower.
Enhanced Coverage. Enhanced cargo liability coverage may be available at an additional cost. Details of enhanced coverage plans are available upon request.
Client Insurance. Clients shipping high-value goods are strongly advised to procure their own transit and storage insurance. Prozo shall not be deemed an insurer of goods at any time.
Claims. All claims for loss, damage, or shortage must be filed in accordance with the claims process outlined in the Refund Policy. Claims not filed within the stipulated time frame shall be deemed waived.
Exclusions. Prozo shall not be liable for any loss, damage, or deterioration arising from goods that are undeclared, misdeclared, inadequately packaged, or inherently defective.

11. Intellectual Property

Prozo retains all right, title, and interest - including all Intellectual Property rights - in and to its Platforms (OMS, WMS, TMS, Control Tower), APIs, algorithms (including PACE AI), software, documentation, processes, and methodologies.
Subject to these Terms and the applicable Service Agreement, Prozo grants the Client a limited, non-exclusive, non-transferable, revocable license to access and use the Platforms solely for the purpose of availing the Services during the Term. This license does not include the right to sublicense, modify, reverse engineer, or create derivative works of any Prozo technology.
All data uploaded by the Client to the Platform ("Client Data") remains the exclusive property of the Client. Prozo shall not use Client Data for any purpose other than the provision of Services, except in anonymized or aggregated form for analytics and service improvement.

12. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use it solely for the purposes of performing its obligations or exercising its rights under these Terms and the Service Agreement.
Confidential Information includes, without limitation, business plans, pricing, rate cards, technical specifications, customer data, and proprietary algorithms.
The obligations of confidentiality shall survive termination or expiry of these Terms for a period of three (3) years.
The foregoing obligations shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already in the receiving party's possession without restriction; (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by Applicable Law, regulation, or court order, provided that the receiving party gives prompt notice to the disclosing party to the extent legally permissible.

13. Data Protection & Privacy

Prozo processes personal data and Client Data in accordance with its Privacy Policy (available at prozo.com/privacy) and any applicable Data Processing Addendum executed between the parties.
In the context of the Services, Prozo acts as a Data Processor (or equivalent role) under the Digital Personal Data Protection Act, 2023 (DPDP Act) and processes Client Data strictly on the Client's instructions and for the purposes of service delivery.
Both parties undertake to implement and maintain appropriate technical and organizational security measures to protect personal data against unauthorized access, loss, or destruction, in compliance with Applicable Law.
In the event of a data breach affecting Client Data, Prozo shall notify the Client without undue delay and cooperate in any remediation or regulatory reporting requirements.

14. Term & Termination

Initial Term. The initial term of the engagement shall be as specified in the Service Agreement (typically twelve (12) months from the Effective Date).
Auto-Renewal. Unless either party provides written notice of non-renewal at least sixty (60) days prior to the expiry of the then-current Term, the Service Agreement shall automatically renew for successive periods of equal duration.
Termination for Cause. Either party may terminate the Service Agreement by written notice if the other party commits a material breach of these Terms or the Service Agreement and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach.
Termination for Convenience. Either party may terminate the Service Agreement for convenience by providing at least ninety (90) days' prior written notice to the other party.
Effect of Termination. Upon termination or expiry of the Service Agreement:
- Prozo shall return or securely destroy all Client Data within thirty (30) days, at the Client's election, unless retention is required by Applicable Law.
- All outstanding invoices shall become immediately due and payable.
- The Client shall remove all inventory from Prozo warehouses within thirty (30) days. Inventory not removed within this period may be subject to storage charges or disposal at Prozo's discretion.
- Provisions that by their nature survive termination - including confidentiality, limitation of liability, indemnification, and dispute resolution - shall continue in effect.

15. Limitation of Liability

Aggregate Cap. To the maximum extent permitted by Applicable Law, Prozo's total aggregate liability to the Client for all claims arising out of or in connection with these Terms and the Services shall not exceed the total fees actually paid by the Client to Prozo in the twelve (12) months immediately preceding the event giving rise to the claim.
Exclusion of Damages. In no event shall Prozo be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, or cost of procurement of substitute services, even if Prozo has been advised of the possibility of such damages.
Exceptions. The limitations and exclusions set out in this Section 15 shall not apply to: (a) liability arising from gross negligence or wilful misconduct; (b) breach of confidentiality obligations under Section 12; or (c) indemnification obligations under Section 16.

16. Indemnification

Client Indemnification. The Client shall defend, indemnify, and hold harmless Prozo, its officers, directors, employees, and agents from and against any third-party claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising out of or relating to: (a) the shipment, storage, or handling of prohibited goods by the Client; (b) misdeclared or inaccurately described shipments; (c) the Client's violation of any Applicable Law; or (d) infringement of any third-party intellectual property or proprietary rights by the Client or Client Data.
Prozo Indemnification. Prozo shall defend, indemnify, and hold harmless the Client from and against any third-party claims arising directly from Prozo's gross negligence or wilful misconduct in the performance of the Services.
Procedure. The indemnified party shall provide prompt written notice of any claim and reasonably cooperate with the indemnifying party in the defence thereof. The indemnifying party shall have sole control of the defence and settlement of such claim, provided that no settlement shall impose any obligation on the indemnified party without its prior written consent.

17. Force Majeure

Neither party shall be liable for any delay or failure in the performance of its obligations under these Terms to the extent such delay or failure is caused by a Force Majeure Event, which includes but is not limited to: natural disasters (earthquakes, floods, cyclones), acts of war or terrorism, epidemics or pandemics, government orders or sanctions, nationwide or regional strikes, and critical infrastructure failure (telecommunications, power grid).
The affected party must notify the other party in writing within forty-eight (48) hours of the occurrence of a Force Majeure Event, describing the nature of the event and its expected duration.
The affected party shall use all reasonable efforts to mitigate the impact of the Force Majeure Event and resume performance as soon as practicable.
If a Force Majeure Event continues for a period exceeding ninety (90) days, either party may terminate the affected Service Agreement by giving written notice to the other party, without incurring any liability other than payment for Services already rendered.

18. Dispute Resolution

Negotiation. In the event of any dispute, controversy, or claim arising out of or relating to these Terms or the Services, the parties shall first attempt to resolve the matter through good-faith negotiation for a period of thirty (30) days from the date of written notice of the dispute.
Mediation. If the dispute is not resolved through negotiation, the parties may agree to submit the matter to mediation in accordance with the Indian Mediation Act, 2023 (or any amendment or re-enactment thereof).
Arbitration. If the dispute remains unresolved after mediation (or if the parties do not agree to mediate), it shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 (as amended). The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties, with the seat and venue of arbitration in Gurugram, Haryana, India. The language of the arbitration shall be English. The arbitral award shall be final and binding on both parties.
Jurisdiction. For any matters that are not arbitrable under Applicable Law, the courts of Gurugram, Haryana shall have exclusive jurisdiction.

19. Amendments

Prozo reserves the right to amend, modify, or update these Terms at any time by publishing the revised version on the website at prozo.com/toc with at least thirty (30) days' prior notice.
Material changes to these Terms will be communicated to registered users via email to the address associated with their account.
Continued use of the Services after the effective date of any amendment constitutes acceptance of the revised Terms. If you do not agree with the amended Terms, you must discontinue use of the Services and notify Prozo in writing.

20. General Provisions

Entire Agreement. These Terms, together with the applicable Service Agreement, SOW, Privacy Policy, and Refund Policy, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, negotiations, and agreements, whether written or oral.
Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.
No Waiver. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.
Assignment. Prozo may assign or transfer its rights and obligations under these Terms to any affiliate, successor, or acquirer without the Client's consent. The Client may not assign or transfer its rights or obligations without Prozo's prior written consent.
Notices. All notices under these Terms shall be in writing and sent to the registered email address of the respective party. Notices sent by email shall be deemed delivered upon successful transmission, provided no delivery failure notification is received.
Governing Law. These Terms shall be governed by and construed in accordance with the laws of the Republic of India, without regard to its conflict-of-law principles.
Relationship. The relationship between Prozo and the Client is that of independent contractors. Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, employment, or franchise relationship between the parties.

21. Contact Information

For questions, concerns, or notices regarding these Terms & Conditions, please contact us using the details below:

Prozo Integrated Logistics Private Limited
CIN: U72200HR2014PTC052701
GSTIN: As communicated in your Service Agreement
Corporate Office: Unit No. 1220, 12th Floor, Enkay Tower, Vanijya Nikunj, Udyog Vihar Phase V, Gurugram, Haryana - 122016, India
Compliance Officer: Vaibhav Dhawan
Email: compliance.officer@prozo.com
Support Email: support@prozo.com
Phone: +91 9311847248

By using any Prozo service or accessing prozo.com, you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions.