This Merchant Agreement (“Agreement”) is between you company/individual/firm/partnership/body
corporate), together with any company or other business entity you are representing, if any
(hereinafter collectively referred as “Merchant” or “you” or “User”); and Orooe solutions LLP, a
company registered under the Companies Act, 1956, having its registered office at
VASTU VIHAR, KH-3/09/301, SECTOR -16, KHARGHAR NAVI MUMBAI, MH 410210 IN, offering ‘ Logistics
Management Services’, under
the name ‘Cooterc’ (hereinafter referred to as “OSL” or “we” or “Cooterc” or “Company”, and
together with the User referred jointly as the “Parties” and individually as a “Party”).
This Agreement comes into effect when you register to use the Services (as defined below), or click
on “Continue” box, and accept the terms and conditions provided herein.
By registering or clicking on the ‘Continue’ box, you signify your absolute, irrevocable and
unconditional consent to all the provisions of this Agreement in its entirety. This Agreement
constitutes a legally binding agreement between you and OSL. This Agreement defines the terms and
conditions under which you’re allowed to use the Cooterc’s website (“Website”) and Cooterc’s
mobile application (“Mobile App”), and how OSL will treat your account while you are a member.
You are advised to read this Agreement carefully. You expressly represent and warrant that you will
not avail the Services if you do not understand, agree to become a party to, and abide by all of the
terms and conditions specified below. Any violation of this Agreement may result in legal liability
The Website/ Mobile App and the online/ offline services of OSL or its affiliates, provides access
to a platform that facilitates more comfortable form of e-commerce where you can use the logistics
services according to your requirements within India and in countries designated by OSL from time
to time (“Service(s)”).
This Agreement, among other things, provides the terms and conditions for use of the Services,
primarily through a web-based practice management software hosted and managed remotely through the
This Agreement is an electronic record in terms of Information Technology Act, 2000 and generated by
a computer system, and does not require any physical or digital signatures. This Agreement is
published in accordance with the provisions of Rule 3(1) of the Information Technology
(Intermediaries guidelines) Rules, 2011 that require publishing of the rules and regulations,
OSL reserves the right to modify the terms of this Agreement, at any time, without giving you any
prior notice. Your use of the Service following any such modification constitutes your agreement to
follow and be bound by the terms of the Agreement, as modified.
Any additional terms and conditions, standard operating procedures (SOPs), service-level agreements
this Agreement, Website, Mobile App and/or Service shall be construed to form an integral part of
this Agreement and any breach thereof will be construed as a breach of this Agreement.
Your access to use the Services will be solely at the discretion of OSL.
USER ACCOUNT USAGE
This Agreement is a master agreement which governs the relationship between the Parties
in relation to one or more Services that are offered by OSL to the User, inter-alia as
per the terms and specifications mentioned in Annexure-A (Cooterc Service
Specifications). OSL authorizes the User to view and access the content available on
the Website/Mobile App solely for ordering, receiving, delivering and communicating as
per this Agreement. The contents of the Services, information, text, graphics, images,
logos, button icons, software code, design, and the collection, arrangement and assembly
of content on the Website and Mobile App (collectively, "OSL Content"), are the
property of OSL and are protected under copyright, trademark and other laws. User shall
not modify the OSL Content or reproduce, display, publicly perform, distribute, or
otherwise use the OSL Content in any manner, without the consent of OSL.
User shall not transfer or share (including by way of sublicense, lease, assignment or
other transfer, including by operation of law) their log-in or right to use the Service
to any third party. The User shall be solely responsible for the way anyone you have
authorized to use the Services and for ensuring that all of such users comply with all
of the terms and conditions of this Agreement. Any violation of the terms and/or
conditions of this Agreement by any such user shall be deemed to be a violation thereof
by you, towards which OSL shall have no liability or responsibility.
Multiple users are not permitted to share the same/single log-in. You agree and
understand that you are responsible for maintaining the confidentiality of passwords
associated with any log-in you use to access the Services.
You agree that any information you give to OSL will always be true, accurate, correct,
complete and up to date, to the best of our knowledge. Any phone number used to register
with the Service be registered in your name and you might be asked to provide supporting
documents to prove the same.
You agree that you will not use the Services provided by OSL for any unauthorized and
unlawful purpose. You will not impersonate another person to any of the aforesaid.
You agree to use the Services only for purposes that are permitted by: (a) the terms of
usage as outlined herein; and (b) any applicable law, regulation and generally accepted
practices or guidelines in the relevant jurisdictions (including any laws regarding the
export of goods, data or software to and from India or other relevant countries).
You agree not to access (or attempt to access) any of the Services by any means other
than through the interface that is provided by OSL, unless you have been specifically
allowed to do so in a separate agreement with OSL.
You agree that you will not engage in any activity that interferes with or disrupts the
Services (or the servers and networks which are connected to the Services).
You agree that you are solely responsible for (and that OSL has no responsibility to
you or to any third party for) any breach of your obligations under this Agreement and
for the consequences (including any loss or damage which OSL may suffer) of any such
You shall indemnify OSL for any claims, losses or damages, or for the costs of any
regulatory or court proceedings suffered by OSL, as a result of your breach of this
You expressly acknowledge and agree that your use of the Services is at your sole risk
and that the Services are provided “as is” and “as available”, and OSL at its
discretion, will provide any customization or modification.
You agree that this Agreement and the Services of OSL form a part of subject to any
modification or be removed by OSL with change in government regulations, policies and
local laws as applicable.
FEES AND PAYMENT
Subject to the provisions of this Agreement, the User will pay OSL the fees and other
amounts set forth in this Agreement, or otherwise agreed by the Parties.
OSL may add new services for additional fees and charges or may proactively amend fees
and charges for existing services, at any time in its sole discretion. Fees stated prior
to the services being provided, as amended at OSL’s sole discretion from time to time,
If you purchase any subscription based paid service, you authorize OSL to charge you
applicable fees at the beginning of every subscription period or at such intervals as
applicable to the said service, and you authorize OSL make such modification to the fee
structure as required and also agree to abide by such modified fee structure.
You agree that the billing credentials provided by you for any purchases from OSL will
be accurate and you shall not use billing credentials that are not lawfully owned by
The User agrees to pay all subscription fees, service fees and other fees applicable to
User’s use of Services or any other services which are beyond the scope of the Services
and/or this Agreement, and the User shall not (directly or indirectly) circumvent the
The User is solely responsible for payment of all taxes, legal compliances, and
statutory registrations and reporting under applicable law. OSL is in no way
responsible for any of the User’s taxes or legal or statutory compliances.
All fees shall be exclusive of taxes, and Goods and Service tax and other statutory
taxes, as applicable, shall be levied on every purchase/Service.
The payment process would be considered to be complete only on receipt of full fees and
all other charges (as payable) into OSL’s designated bank account.
If applicable, OSL shall raise an invoice for the Services and the freight amount (if
payable) twice in a calendar month (preferably in mid of the month and end of the
month). The invoice shall be available on the billing / payments section of the User’s
dashboard on OSL platform.
The User shall be required to clear the invoice within 7 (seven) days of the date of the
If the User fails to pay the full invoice amount in accordance with the time period
mentioned above, OSL will have the right to: (i) retain the amounts received from the
end customer of the User through the cash on delivery method (“COD Amount”), and/or (ii)
retain the custody of the shipments of the User which are in the possession of OSL
logistics partner(s), and/or (iii) levy an interest of 18% per annum from the due date
of payment, till such time that the User makes entire payment towards the invoice.
In the event the User closes its account with OSL, or this Agreement expires or is
terminated, OSL will deduct the Fees and the freight amounts due to it from the User,
from the COD Amount. OSL shall, thereafter, remit the remaining COD Amount after
such deduction, within 10 (ten) days from the date of such
closure/expiration/termination, subject to reconciliation and completion of all the
shipments and transactions pertaining to the User/his account. In the event, the COD
Amount falls short of the outstanding amount payable by the User, the User shall within
5 (five) days from the date of such closure/expiration/termination pay the outstanding
amount to OSL, and until the payment of the entire outstanding amount, OSL shall
retain the custody of the shipments of the User which are in the possession of OSL
logistics partner(s). In the event of any delay in payment of outstanding amount by the
User (as required under this clause), OSL shall have a right to levy an interest of 18%
per annum on the outstanding amount from the due date of payment till the date of actual
Save as otherwise stated in this Agreement, for any claims by the User like wrong
freight being applied, COD Amount missing, pilferage, in transit damage - the signed
copy of the manifest sheet of the pick up against which the courier company has received
the shipment has to be submitted along with the claim request by the User within 3
(three) days of the raising of the invoice. Without the signed manifest the request
shall not be considered valid.
The User agrees that in case of shipments booked under Cash on Delivery (“COD”), OSL
logistics partner shall collect cash, as per the instructions of OSL from the consignee
as per the details mentioned on the COD order form and remit/reimburse the amount to
OSL which then forthwith would be reimbursed to the User. However, OSL shall not be
held liable in case the COD amount has been delayed or misplaced by the courier company.
The User shall seek its claim, loss or any damages suffered from the courier company
directly, and in no way shall recover from OSL or hold OSL liable for the same. In
this regard, the User agrees that OSL shall have the right to deduct the freight
charges from the COD Amounts received by OSL, and then remit/reimburse the balance
amount to the User.
OSL may, from time to time, in its sole discretion, provide/allocate a credit limit to
the User for the Services, which can be used by the User within a specified time period.
In this regard, the User hereby acknowledges and agrees to pay the service fees and all
other amounts (payable by it pursuant to this Agreement), and in the event User fails to
timely pay the same, OSL shall have an unconditional and irrevocable right, in addition
to other rights and remedies available under this Agreement elsewhere, applicable law or
otherwise, to recover the unpaid fees and amounts from the user inter alia by way of:
(a) retaining the COD Amounts; and/or (b) retaining the custody of the shipments of the
User which are in the possession of OSL logistics partner(s).
OSL reserves the right to modify the fee structure by providing a 30 (thirty) days’
prior notice, either by notice on your dashboard or through email to the authorized
User, which shall be considered as valid and agreed communication. Upon the User not
communicating any negative response/objection to OSL to such notice, the Company shall
apply the modified Fee structure effective from the expiry of the said notice period.
In order to process the fee payments, OSL might require details of User’s bank account,
credit card number and other such financial information. Users shall be responsible to
maintain the confidentiality of such information provided by Users.
You can cancel your access to the Services using any of the cancellation methods listed
in the Annexures or by contacting our customer support by email at
[email protected] The one time set-up fees shall not be refunded to the User.
OSL shall not be responsible or liable in any manner to the Users for any losses,
damage, injuries or expenses incurred by the Users as a result of any action taken by
OSL, where the User has consented for the same.
OSL does not provide or make any representation, warranty or guaranty, express or
implied about the Services. OSL does not verify any content or information provided by
Users and to the fullest extent permitted by law disclaims all liability arising out of
the User’s use or reliance upon the Services.
The Services of OSL may be linked to the services of third parties, affiliates and
business partners. OSL has no control over, and not liable or responsible for content,
accuracy, validity, reliability, quality of such services or made available by/through
Notwithstanding anything contrary provided in this Agreement, in no event, including but
not limited to negligence, shall OSL, or any of its directors, officers, employees,
agents or content or service providers (collectively, the “Protected Entities”) be
liable for any direct, indirect, special, incidental, consequential, exemplary or
punitive damages arising from, or directly or indirectly related to, the use of, or the
inability to use, the Services or the content, materials and functions related thereto,
User’s provision of information via the Services, lost business or lost sales, even if
such Protected Entity has been advised of the possibility of such damages. In no event
shall the total aggregate liability of the Protected Entities to a User for all damages,
losses, and causes of action (whether in contract or tort, including, but not limited
to, negligence or otherwise) arising from the terms and conditions of this Agreement or
a User’s use of the Services exceed, in the aggregate INR 1000 (Indian Rupees One
In no event shall the Protected Entities be liable for failure on the part of the Users
to provide agreed Services. In no event shall the Protected Entities be liable for any
activity in relation to the Services provided to a User.
The Protected Entities and the OSL shall not be liable for any act or omission of any
other person/ entity furnishing a portion of the Service, or from any act or omission of
a third party, including those vendors participating in the Services, or for any
unauthorized interception of your communications or other breaches of privacy
attributable in part to the acts or omissions of the User or third parties, or for
damages associated with the Service, or equipment that it does not furnish, or for
damages that result from the operation of the User provided systems, equipment,
facilities or services that are interconnected with the Service.
OSL shall be, in no manner liable to remit the Cash-on-Delivery (COD) that is to be
received as payment by the User in case of forcible snatching of the delivery package.
Such incidents/cases shall be the sole responsibility of the User and the User is liable
to initiate actions to resolve such incidents, if any, on its own, including but not
limited to legal processes.
The User undertakes to resolve the disputes raised, if any, by the buyer(s) within a
period of 24 hours from the raising of such dispute(s). Failure to do so shall
enable/authorise OSL to hold the COD remittance, till the time such dispute(s) is
rectified by the User.
GENERAL REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants to the other Party that:
it has all necessary rights, powers and authority to enter into and perform this
the entrance and performance of this Agreement by it shall not violate any
applicable law and shall not breach any agreement, covenant, court order,
judgment or decree to which such Party or by which it is bound.
The User agrees to indemnify and hold harmless OSL, its affiliates, officers,
directors, employees, consultants, licensors, agents and representatives from any and
all claims, losses, liability, damages, and/or costs (including reasonable attorney fees
and costs) arising from his/her/its access to or use of Service, violation of this
Agreement, or infringement, or infringement by any other user of his/her/its account, of
any intellectual property or other right of any person or entity or violation of any
applicable law. OSL will notify the User promptly of any such claim, loss, liability,
or demand, and in addition to the User foregoing obligations, the User agrees to provide
OSL with all reasonable assistance, at the User’s expense, in defending any such claim,
loss, liability, damage, or cost.
The User agrees that the User on its behalf shall keep OSL indemnified against all
duties, taxes, octroi, cess, clearance charges and any other charge/levy by whatsoever
name called, levied on the shipments. In the event of such charges being levied by any
government authority/department, the same can be claimed from the User. The User shall
keep OSL indemnified against any loss, damage, costs, expenses arising out of any
action or proceedings initiated by any authority (judicial or regulatory of the like) on
account of any act/omissions on its part.
The User undertakes to fully indemnify and hold the third party delivering shipping,
tracking and courier delivery services (“Courier Company”) and OSL harmless in case of
any breach of security procedures by the User and / or by its customers, or breach of
any term or condition of this Agreement by the User and / or by its customers.
COMPLIANCE WITH LAWS
Each Party shall at all times and at its/his/her own expense: (a) strictly comply with
all applicable laws, now or hereafter in effect, relating to its/his/her performance of
this Agreement; (b) pay all fees and other charges required by such applicable law; and
(c) maintain in full force and effect all licenses, permits, authorizations,
registrations and qualification from any authority to the extent necessary to perform
its obligations hereunder.
The User hereby agrees and acknowledges that it shall be responsible for all warranties
(whether express or implied) relating to the performance of Services, to the maximum
extent permissible under applicable law.
USE OF CONFIDENTIAL INFORMATION
Each Party may be given access to Confidential Information from the other Party in order
to perform its obligations under this Agreement. The Party that receives Confidential
Information shall be known as “Receiving Party”. The Party that discloses Confidential
Information shall be known as “Disclosing Party”.
The Receiving Party acknowledges that the Confidential Information is received on a
confidential basis, and that the Disclosing Party shall remain the exclusive owner of
its Confidential Information and of Intellectual Property rights contained therein. No
license or conveyance of any such rights to the Receiving Party is granted or implied
under this Agreement.
The Receiving Party shall:
use the Confidential Information of the Disclosing Party only for purposes of
complying with its obligations under this Agreement and, without limiting the
generality of the foregoing, shall not, directly or indirectly, deal with, use,
exploit or disclose such Confidential Information or any part thereof to any
person or entity or for any purpose whatsoever (or in any manner which would
benefit any competitor of the Disclosing Party) except as expressly permitted
hereunder or unless and until expressly authorized in writing to do so by the
use reasonable efforts to treat, and to cause all its officers, agents,
servants, employees, professional advisors and contractors and prospective
contractors to treat, as strictly confidential all Confidential Information. In
no event shall such efforts be less than the degree of care and discretion as
the Receiving Party exercises in protecting its own valuable confidential
information. Any contractors engaged by or prospective contractors to be engaged
by the Receiving Party in connection with the performance of the Services shall
be required to assume obligations of secrecy equal to or greater than the
obligations that the Receiving Party has assumed in this Agreement with respect
to the Confidential Information;
not, without the prior written consent of the Disclosing Party, disclose or
otherwise make available the Disclosing Party’s Confidential Information or any
part thereof to any party other than those of its directors, officers, agents,
servants, employees, professional advisors, contractors or prospective
contractors who need to know the Confidential Information for the purposes set
not copy or reproduce in any manner whatsoever the Confidential Information of
the Disclosing Party or any part thereof without the prior written consent of
the Disclosing Party, except where required for its own internal use in
accordance with this Agreement; and
promptly, upon termination or expiration of this Agreement, return and confirm
in writing the return of all originals, copies, reproductions and summaries of
Confidential Information or, or at the option of the Disclosing Party, destroy
and confirm in writing the destruction of the Confidential Information (this
sub- clause being applicable only on the User).
Provided, however that nothing herein shall restrict in any manner the ability of either
Party to use or disclose Confidential Information owned by it in any manner whatsoever,
and the obligations of confidentiality herein shall apply to each Party only to the
extent that the Confidential Information or portion thereof is not owned by that
INTELLECTUAL PROPERTY RIGHTS
The User acknowledges that the Intellectual Property rights in all the materials that
have been developed by OSL and provided to the User, shall vest with OSL.
The User hereby agrees and acknowledges that the Intellectual Property rights in all the
material created and developed by the User, including any material created and developed
by the User for the performance of Services under the terms of this Agreement, shall
vest with OSL.
All the Intellectual Property already developed and/or owned by each Party shall
continue to vest with the concerned Party.
The Parties recognize that all third-party Intellectual Property rights are the
exclusive property of their respective owners.
The User agrees and undertakes that, during the term of this Agreement, and for a period
of 36 (thirty-six) months thereafter, it shall not directly or indirectly attempt in any
manner to solicit, any client/customer, or to persuade any person, firm or entity which
is a client/customer/supplier/vendor of OSL, to cease doing business or to reduce the
amount of business which any such client/customer/supplier/vendor has customarily done
or might propose doing with OSL.
TERM AND TERMINATION
This Agreement will remain in full force and effect while the User is a user of any of
the Services in any form or capacity.
The User can request for termination of the Agreement at any time with a 30 (thirty) day
prior written notice subject to the provisions in the annexure for the Services
undertaken. During this notice period, OSL will investigate and ascertain the
fulfilment of any ongoing Services and pending dues related to fees or any other amount
payable by the User. The User shall be obligated to clear any dues with OSL for any of
its Services which the User has availed in accordance with this Agreement. OSL shall
not be liable to the User or any third party for any termination of User’s access to the
OSL reserves the right to immediately terminate this Agreement in cases where:
the User breaches any terms and conditions of this Agreement;
OSL believes in its sole discretion that the User’s actions may cause legal
Services, or terms of this Agreement; and
OSL deems fit for its own convenience, without providing any reason.
Once temporarily suspended, indefinitely suspended or terminated, the User shall not
continue to use the Services under the same account, a different account or re-register
under a new account, unless explicitly permitted by OSL.
MISUSE OF THE SERVICES
OSL may restrict, suspend or terminate the account of any User who abuses or misuses
the Services. Misuse includes creating multiple or false profiles, infringing any
Intellectual Property rights, violating any of the terms and conditions of this
Agreement, or any other behaviour that OSL, in its sole discretion, deems contrary to
its purpose. In addition, and without limiting the foregoing, OSL has adopted a policy
of terminating accounts of Users who, in BFRS’s sole discretion, are deemed to be repeat
GOVERNING LAW AND DISPUTE RESOLUTION:
This Agreement shall be governed by the laws of India and subject to the Clause below,
the courts of New Delhi shall have exclusive jurisdiction to determine any disputes
arising out of, under, or in relation, to the provisions of this Agreement.
Any dispute arising under this Agreement shall be settled by arbitration to be held in
New Delhi in accordance with the (Indian) Arbitration and Conciliation Act, 1996, in the
English language, and shall be heard and determined by a single arbitrator appointed by
OSL. The decision of the sole arbitrator shall be final, conclusive and binding on the
Parties. Notwithstanding the foregoing, nothing contained herein shall be deemed to
prevent either Party from seeking and obtaining injunctive and/or equitable relief from
any court of competent jurisdiction.
SEVERABILITY & WAIVER
If any provision of this Agreement is held to be invalid or unenforceable, such
provision shall be struck and the remaining provisions shall be enforced.
Neither Party shall be liable for any failure or delay in performance of any obligation,
under this Agreement to the extent that such failure or delay is due to a Force Majeure
Event. The Party having any such cause shall promptly notify the other Party in writing
of the nature of such cause and the expected delay.
If, however, it is not feasible for a Party to prevent the occurrence of the Force
Majeure Event as a result of which that Party is prevented from performing its
obligation for more than 30 (thirty) days due to such Force Majeure Event (“Aggrieved
Party”), the other Party may decide to release the Aggrieved Party from performing its
obligation hereunder or may modify the relevant provisions of this Agreement affected by
the Force Majeure Event so long as the Force Majeure Event continues, in order to enable
the Aggrieved Party to perform its other obligations hereunder as so modified. However,
in the event, Force Majeure Event continues for a period of more than 60 (sixty) days,
the Aggrieved Party may terminate this Agreement with a written notice to the other
ENTIRE AGREEMENT, ASSIGNMENT AND SURVIVAL
This Agreement, the annexures and any other documents entered into or delivered as
contemplated in this Agreement herein sets out the entire agreement and understanding
between the Parties with respect to the subject matter hereof. Unless otherwise decided
the Agreement, previous letters of intent, heads of terms, prior discussions and
correspondence exchanged between the Parties in connection with the Agreement referred
to herein. Similarly, unless otherwise decided by OSL, the SOPs/SLAs issued in
furtherance to this Agreement, shall supersedes the provisions of this Agreement and of
This Agreement and the rights and obligations herein shall not be assigned by the User,
without the written consent of OSL.
The provisions which are by their nature, intended to survive the termination of this
Agreement, shall survive the termination of this Agreement.
NO PARTNERSHIP OR AGENCY
Nothing in this Agreement (or any of the arrangements contemplated herein) shall be
deemed to constitute a partnership between the Parties hereto, nor, except as may be
expressly provided herein, constitute any Party as the agent of another Party for any
purpose, or entitle any Party to commit or bind another Party in any manner.
WAIVERS AND REMEDIES
No failure or delay by the Parties in exercising any right or remedy provided by law
under or pursuant to this Agreement shall impair such right or remedy or operate or be
construed as a waiver or variation of it or preclude its exercise at any subsequent time
and no single or partial exercise of any such right or remedy shall preclude any other
or further exercise of it or the exercise of any other right or remedy. The rights and
remedies of the Parties under or pursuant to this Agreement are cumulative, may be
exercised as often as such Party considers appropriate and are in addition to its rights
and remedies under the general laws of India.
The Parties shall be entitled to seek and enforce specific performance of this
Agreement, in addition to any other legal rights and remedies, without the necessity of
demonstrating the inadequacy of monetary damages.
INDIRECT AND CONSEQUENTIAL LOSSES
Save as expressly provided otherwise in this Agreement, neither Party shall be liable
under or in connection with this Agreement for any loss of income, loss of profits or
loss of contracts, or for any indirect or consequential loss or damage of any kind, in
each case howsoever arising and whether caused by tort (including negligence), breach of
contract or otherwise.
If any User has any question, issue, complaint regarding any of our Services, please
contact our customer service at [email protected]
If a User has any questions concerning OSL, the Services, this Agreement, or anything
related to any of the foregoing, it can be reached at the following email address –
[email protected] or via the contact information available from the following
The User hereby agrees and provides his consent to receive communications,
correspondences, updates, notifications, etc. from OSL through email, SMS, Whats-app
and any other mode as agreed by the Parties from time to time. The Parties agree that
the said communications, correspondences, updates, notifications, etc. will be legally
binding on them.
Notwithstanding anything provided contrary in this Agreement, the User hereby agrees,
provides his consent and further authorizes OSL to share his relevant details and
documents (including but not limited to business/registered name(s), phone number(s),
address(es), email-id(s), bank account details, KYC documents, etc.) with the concerned
judicial authority, court, police, complainant, etc. (as the case may be) in the event
of a complaint been filed against the User or dispute been raised in relation to the
shipment(s) made by the User.
DEFINITIONS AND INTERPRETATION
Definitions: In this Agreement, including in the recitals hereof, the following words,
expressions and abbreviations shall have the following meanings, unless the context
“Confidential Information” means, with respect to each Party, any information or trade
secrets, schedules, business plans including, without limitation, commercial
information, financial projections, client information, administrative and/or
organizational matters of a confidential/secret nature in whatever form which is
acquired by, or disclosed to, the other Party pursuant to this Agreement, and includes
any tangible or intangible non- public information that is marked or otherwise
designated as ‘confidential’, ‘proprietary’, ‘restricted’, or with a similar designation
by the disclosing Party at the time of its disclosure to the other Party, or is
otherwise reasonably understood to be confidential by the circumstances surrounding its
disclosure, but excludes information which: (i) is required to be disclosed in a
judicial or administrative proceeding, or is otherwise requested or required to be
disclosed pursuant to applicable law or regulation, and (ii) which at the time it is so
acquired or disclosed, is already in the public domain or becomes so other than by
reason of any breach or non-performance by the other Party of any of the provisions of
“Force Majeure Event” includes act of God, war, civil disturbance, strike, lockout, act
of terrorism, flood, fire, explosion or legislation or restriction by any government or
other authority, or any other similar circumstance beyond the control of any Party,
which has the effect of wholly or partially suspending the obligations hereunder of the
Party concerned; and
“Intellectual Property” means: (a) patents, utility models, trade marks, design rights,
copyright, database rights, topography rights, plant variety rights, moral rights,
rights protecting confidentiality and rights protecting goodwill and reputation; (b) all
other rights and forms of protection having a similar nature or effect anywhere in the
world to any of the rights described in (a) above; (c) applications for or registrations
of any of the rights described in (a) or (b) above; and (d) the right to apply for
registration of any of the rights described in
(a) or (b) above.
Interpretation: Unless the context of this Agreement otherwise requires:
(a) heading and bold typeface are only for convenience and shall be ignored for the
purpose of interpretation;
(b) other terms may be defined elsewhere in the text of this Agreement and, unless
otherwise indicated, shall have such meaning throughout this Agreement;
(c) references to this Agreement shall be deemed to include any amendments or
modifications to this Agreement, as the case may be;
(d) the terms “hereof", “herein”, “hereby”, “hereto” and derivative or similar words
refer to this entire Agreement or specified Clauses of this Agreement, as the case may
(e) references to a particular section, clause, paragraph, sub-paragraph or schedule,
exhibit or annexure shall be a reference to that section, clause, paragraph, sub-
paragraph or schedule, exhibit or annexure in or to this Agreement;
(f) reference to any legislation or law or to any provision thereof shall include
references to any such law as it may, after the date hereof, from time to time, be
amended, supplemented or re-enacted, and any reference to statutory provision shall
include any subordinate legislation made from time to time under that provision;
(g) a provision of this Agreement must not be interpreted against any Party solely on
the ground that the Party was responsible for the preparation of this Agreement or that
provision, and the doctrine of contra proferentem does not apply vis-à-vis this
(h) references in the singular shall include references in the plural and vice versa;
(i) references to the word “include” shall be construed without limitation.
ANNEXURE A Cooterc Service Specifications
Scope of Services
OSL is the author and owner of its logistics software, hereinafter to be referred as
“Shiprocket”, providing its Users an automated shipping panel services integrated with
the courier partners. User agrees that OSL has no role and responsibility in the actual
delivery and shipment of the product, and OSL provides a platform, for the Users to
avail shipping services.
The User agrees that the shipments shall be picked up by BFRS’s logistics partner from
the Users’ locations as communicated to OSL at the time of your sign up.
The tracking number and logistics partner would be assigned by an automated process
based on the pickup and delivery pin code and type of shipment.
Users shall provide/display prominently on package the shipping label having full
details of the order number, consignee details, product details, return address i.e. the
shipping address and the gross value and collectable value (net value) to be collected
in case of COD (Cash on Delivery) shipments. The Cooterc backend panel platform from
OSL shall enable the User to take a print of the shipping label with all the details
and the same shall be pasted on the package before the handover to the logistics partner
User shall agree that the shipment to be handed over to the logistic partner on the
behalf of OSL is in a tamper proof packing of their brand along with the COD order form
pasted on the shipment.
You agree that in case of shipments booked under COD (Cash on Delivery), BFRS’s
logistics partner shall collect Cash, as per the instructions of OSL from the consignee
as per the details mentioned on the COD order form and remit/reimburse the amount to
OSL which then forth would be reimbursed to the User. However, OSL shall not be held
liable in case COD has been delayed or misplaced by the Courier Company. User may seek
its claim, loss or any damages suffered from the Courier Company.
You agree that the User on its behalf shall keep OSL indemnified against all duties,
taxes, octroi, cess, clearance charges and any other charge/levy by whatsoever name
called, levied on shipments. In event of such charges being levied by any government
authority, the same can be claimed from the User. User shall keep OSL indemnified
against any loss, damage, costs, expenses arising out of any action or proceedings
initiated by any authority (judicial or regulatory of the like) on account of any
act/omissions on its part.
The User will be solely responsible to comply with all statutory requirements (State and
Central Laws/Statutes) applicable in relation to booking, sale and transportation of the
shipments carried and delivered by the logistics partners of OSL in pursuance of this
It is expressly understood by the Parties that OSL is a mere service provider to the
User and not in any other capacity whatsoever it may be called. It is further agreed to
by the Parties that OSL is not performing any activity or job or providing service on
behalf of the User which is tantamount to seller or retailer and or
stockiest/distributor. The complete activity performed by OSL under this Agreement is
based on specific instructions given by the User as part of the scope defined and from
time to time.
OSL reserves the right to provide web based (online) tracking solutions for all
shipments through its logistics partners.
You agree that BFRS’s logistics partner, at the time of receiving the shipments from
User, will use ‘Air Waybill’ provided to them by OSL through its logistics management
software Cooterc. It is agreed between the Parties hereto that at all times for OSL
and its logistics partner, the ‘Consignor/ Shipper’ in the ‘Air Waybill’ shall be the
User who is shipping the goods. It is clearly understood that BFRS’s liability, if any,
and to the extent agreed herein, shall extend only to User. The User shall be fully
liable to its customers and neither OSL nor any of their logistics partner, shall have
any direct or indirect connection/ relationship or responsibility/obligation to BFRS’s
customers, in any manner whatsoever.
User must ensure security of all shipments which have been picked up from its customers
by BFRS’s logistics partners as per BFRS’s security procedures. User confirms that the
User is fully aware of the items prohibited on OSL or BFRS’s logistics partner network
for carriage and undertakes that no such prohibited items of shipment shall be handed
over to BFRS’s logistics partners for carriage by its customers.
User undertakes to fully indemnify and hold the third-party delivering shipping,
tracking and courier delivery services and OSL harmless in case of any breach of
security procedures by the User and / or by its customers.
Obligation of the User
You agree that the User shall be responsible for proper; tamper proof and damage proof
packing of the products.
You agree that you shall use good quality tapes, duly engraved with your trademark/name,
etc. and not generic tapes for the packaging/sealing of the goods/shipments. In case
generic (brown/plain) tapes are used in the packaging/sealing of the goods/shipments,
OSL shall have no responsibility of any kind, in case of
pilferage/damaged/alteration/tapering/leakage etc. of the goods/shipments. In such a
scenario, the entire responsibility shall be of the User.
User shall be ready with the packed order when the courier person comes to receive the
shipment, all pick-ups should be logged before the cut off time as directed by the
customer support team of OSL, and no pick up beyond the cut-off time of the logistics
partner shall be possible. User agrees that they shall contact the Courier Company
personnel for the pickup arrangements.
User shall collect receipt(s) of the signed copy of the shipping manifest; it is the
proof of handover of shipment to the courier companies.
User shall strictly only use the automated system for generating the pickup and move the
shipment only on the Airway Bill number generated from the Cooterc administration
panel provided during signup by the User for shipping services. If the User moves the
shipment through the physical shipping docket or physical airway bill number – then
damages of INR. 1000/- (Indian Rupees One Thousand) only shall be charged per airway
bill number issued.
User should properly paste and insert the invoice, in and on the package.
User shall agree that the Service is only for locations already registered on User’s
user panel i.e. the orders will be picked by the courier companies from only such
locations which have been registered by the User.
User undertakes to fully indemnify and hold Courier Company or OSL not liable in case
of any breach of security procedures by the User(s), its employees, vendors, customers
User shall agree that in case of a reverse pick up of orders (only national orders), it
shall be your responsibility, in case a reverse pick-up is requested by the User the
same shall be charged a fixed fee of INR 50/- (Indian Rupees Fifty) only, additional to
the reverse freight charges which are equal to the delivery freight charges as mentioned
in the proposal.
User to agree that when a shipment comes back as RTO (return to origin) due to failure
of COD, failed delivery, failure to pay any international charges such as customs, or
any such similar levy/duty, or any other reason whatsoever, it is the User’s/User’s
responsibility to change the status of the order to RTO received and intimate OSL in
with the Reverse Airway bill number. User agrees to make payment as applicable.
User shall agree that you will not book / handover or allows to be handed over any good
which is banned, restricted, illegal, prohibited, stolen, infringing of any third party
rights, hazardous or dangerous or in breach of any laws or contains any cash, jewellery
(excluding artificial jewellery), gold, silver, diamond, platinum, precious metals,
precious stones, currency, bullion, letters and financial and security instruments and
OSL shall not be liable for the delivery of any such products. Without prejudice to the
generality of the aforesaid, an indicative list of the banned or prohibited products is
given at Annexure-B. In the event User hands over or provides the aforesaid products to
the Cooterc then Cooterc shall not be responsible and shall not be liable for any
loss, damage, theft or misappropriation of such products even if service provider or
delivery personnel has the knowledge of the same and even if such loss, damage, theft or
misappropriation is caused due to any reason attributable to service provider or
delivery personnel. In addition, you shall not handover counterfeit or fraud
products/shipments to the Company/its courier partner, failure of which will attract the
consequences mentioned in Annexure-B.
The User undertakes that in the event of any article/goods/shipment booked/handed over
to it that falls within the category of the banned items or those described above, OSL
shall have no responsibility of any kind whatsoever, and the User indemnifies the OSL
from any such issue arising out any booking/handing over of any article/goods/shipment
during the existence of this Agreement. In addition to this, the User shall be liable to
pay double the amount of penalty/damages/charges levied on OSL by any third party
(including the courier partner and Government authority/department) on account of
shipping of goods in breach of this and/or the above clause. In addition, OSL and the
concerned courier company shall have the right to open the shipment/packaging thereof in
case they believe that it is not in compliance with the provisions of this Agreement
(including any breach of Clause 2.11).
Shipments which cross national borders/ international shipments may be subject to
customs clearance, in the destination country prior to delivery to the User. The
User/customer is responsible for making sure goods shipped are acceptable for entry into
the destination country. All charges for shipment to and return from countries where
entry is not permitted shall be the User’s responsibility. User also understands that
POD may be not be available for all the cross national borders/ international shipments
as the same may be routed by the courier partner through local post (for e.g. shipments
to U.S.A by Aramex are delivered through local post (USPS), for which POD is not
available). Hence, OSL shall not be held liable for any dispute in relation to the
aspects mentioned in this Clause.
User understands, agrees and acknowledges that OSL through its logistics partners is a
mere bailee of the goods/products, cash and is not an insurer of the same. User hereby
expressly and specifically waives all its rights and claims against OSL and its
logistics partners arising out of or in relation to the principles of insurance.
In case of damaged/pilferaged/tempered/pressed/leaked shipment, receiver shall mention
negative remarks on POD copy to get claim for the shipment. In the absence of any
negative remarks on POD copy clearly stating such
damage/pilferage/tampering/pressing/leakage, no claim shall be entertained by OSL at
any point of time.
Claims for any kind of damage/pilferage/tampering/leakage of the booked
articles/goods/shipment shall be entertained only if the outer packaging done by the
shipper is damaged/altered/tampered. However, if the outer packaging done by the shipper
is intact and not tampered with, in such a case, no claim(s) for any
damage/pilferage/tampering/leakage shall be entertained by OSL.
OSL shall not entertain any dispute(s) regarding
damage/pilferage/tampering/leakage/non- receipt of delivery/fake delivery shall be
entertained by OSL, after a period of 48 hours from the receipt/delivery of the said
The User shall ensure that the correct and complete description of the destination as
well as the booking address is mentioned on the article/goods/shipment booked/handed
over. In the event of incomplete/incorrect description is mentioned, the
goods/article/shipment may be returned from origin and the shipping charges shall be
levied, in addition to any damages/taxes imposed by the statutory authorities, if any,
in the transit of such articles/goods/shipments. Such charges shall be irreversible and
no claim for the return of such charges shall be entertained by OSL.
The User hereby agrees that the applicable shipping rate will be charged as per the
current prevailing rate mentioned on the live calculator link in Users admin panel.
OSL reserves the right to apply other applicable charges over and above the shipping
base rates and Cooterc service charge like COD charges and other fees are as on the
live calculator link in Users admin panel.
OSL has rights to make any changes in the rate mentioned on the live calculator link in
Users admin panel and prevailing.
Goods and Service tax and other taxes are applicable as per taxation law.
You agree that volumetric weight will be charged on LxBxH/5000. Freight is calculated
on the basis of volumetric weight or actual weight whichever is higher. Dead/Dry
weight or volumetric weight whichever is higher should be taken while calculating
In case the declared weight differs and is less than the actual weight, then
shipping charges will be revised to actual weight. You will be notified regarding
such discrepancy in the weight (on the dashboard) and will be given 4 (four) days’
notice to either accept or reject the updated weight. In the event, you accept the
updated weight the same will get billed and if you reject the updated weight the
same will not get billed until the matter is rectified/resolved. Further, in case
you do not accept or reject the updated weight, the same will be auto accepted in 4
(four) days’ time period.
Remittance of COD amount would be made thrice every week.
Please note: the remittance of the COD amount will be made within 8 days from the
delivery date of the concerned shipment. However, the said COD amount will not be paid
or will have to refunded by the User (if already paid) for the shipments which were
originally booked on COD, however which were subsequently modified.
In case the COD amount which is already remitted to the User due to wrong status
(delivered) updated by courier partner, the same amount shall be deducted from future
COD payments. Further, in the event OSL is not able to remit the COD amount to the User
within a period of 365 days from the due date, due to any reason which is not
attributable to OSL (including incorrect bank details provided by the User), then the
User hereby agrees to waive all its rights and claims against OSL and its logistics
partners arising out of or in relation to non-payment of the COD amount and OSL shall
have an unconditional right to forfeit such unclaimed COD amount after the expiry of
said 365 days.
Any queries in relation to COD remittance should be raised as a ticket on
The User on its behalf shall keep OSL indemnified against all duties, taxes, octroi,
cess, clearance charges and any other charge/levy by whatsoever name called, levied on
shipments In event of such charges being levied by any government authority, the same
can be claimed from the User. User shall keep OSL indemnified against any loss, damage,
costs, expenses arising out of any action or proceedings initiated by any authority
(judicial or regulatory of the like) on account of any act/omissions on its part.
For any claims by the User the signed copy of the manifest sheet of the pick up against
which the courier company has received the shipment has to be submitted along with the
claim request. Without the signed manifest the request shall not be considered valid.
Said To Contain Basis & Inspection: It is expressly understood by and between the
Parties that all products agreed to be delivered by OSL or its logistics partners are
on “SAID TO CONTAIN BASIS” i.e. OSL or its logistics partners shall be under no
obligation and is not expected to verify the description and contents of the products
declared by the User on the docket and as such, the User shall undertake and ensure to
make proper, true, fair, correct and factual declaration on the docket regarding
description and value of products. Further, OSL is not responsible in any way
whatsoever for the merchantability of the products.
Terms of the Payment
User shall agree to deposit an amount in their respective account to use our Services as
per the prepaid model.
User agrees to recharge their account by clicking on “Buy Shipping Credit” and choose
the amount according to your business needs and you can use this amount to ship through
air and surface both.
OSL reserves the right to activate your account, once the shipping credit has been made
by the User.
User shall agree that with the shipment weight, it will automatically get deducted from
your credit weight. As per the norms of the OSL logistics, you will be charged a
minimum of 0.5 kgs (or in multiples) for your air shipping. Please note that the weight
charges applied by the courier companies may differ but however such charges shall be
adjusted in/from your Cooterc wallet limit on your Cooterc account after pick up
of the shipment.
OSL shall issue an invoice which will get auto adjusted (if applicable) against the
credit in your account as the following conditions:
If the invoice amount is more than the credit in your account
User shall agree that in case where the invoice amount is more than the credit
in your account, the freight invoice will be marked as unpaid and it will
constantly get reflected in you panel and invoice history. If you fail to pay
the invoice amount, then the shipping will be suspended. To continue using
Cooterc Services, you need to recharge your account for the unpaid invoice as
well the new shipping limit.
If the invoice amount is less than the credit in your account.
User shall agree that in case where the invoice amount raised is less than the
credit in your account, the freight invoice amount will be automatically
adjusted from your credit (if not already adjusted) and shall be marked as paid.
The User shall then continue using Cooterc Services from the remaining credit
amount. If as on the date of issuance of the invoice, freight invoice amount has
already been the adjusted from the credit in your account, the invoice shall be
generated with marked as paid.
User shall agree that it will be your responsibility to verify the invoices and inform
the Cooterc within 5 (five) working days in case of any disputes regarding the
contents of the invoice.
For any claims by the User like wrong freight being applied, Cash on Delivery missing,
pilferage, in transit damage - the signed copy of the manifest sheet of the pick up
against which the courier company has received the shipment has to be submitted along
with the claim request. Without the signed manifest the request shall not be considered
Returns/RTO of the Products
OSL reserves the right to returned to the User, the products which are not accepted by
the customer for any reason whatsoever, at the location(s) as specified by the User.
OSL reserves the right to apply the RTO (return to origin) charges same as the agreed
User shall agree that the returns will be initiated by the logistics partners for all
products which are not accepted by the customer for any reason whatsoever. You will
ensure that such products are accepted at the location(s) specified by you and share the
Airway bill number against which the shipment returned to the User/User.
In case of non-acceptance of the RTO shipment by the User, OSL reserves the right to
levy suitable demurrage charges for extended storage of such products for any period
exceeding 7 (seven) business days from initiation of the Returns and up to 45 (forty
five) days from such date. In case of non-acceptance of the products beyond 45 (forty
five) days, OSL has the right to dispose such products and the User will forfeit all
claims in this regard towards the Cooterc also User will be required to pay charges
for disposing the product.
“Reverse Pickup” means collection of the products by OSL from the customer’s address as
specified by the User and the delivery of such products at a location mutually agreed
between the Parties.
User shall agree that in case of a reverse pick up of orders, it shall be your
responsibility, in case a reverse pick up is requested by the User the same shall be
charged as per the courier company charges only, additional to the reverse freight
charges which are equal to the delivery freight charges as mentioned in the proposal.
The OSL and BFRS’s logistics partners shall not be responsible for verifying the
contents of the products handed over by the customer to it delivery personnel. The
packaging of such products shall also be the sole responsibility of the customer. The
packaging should be good enough to ensure no damage in transit. The sole responsibility
of the contents of the packed consignment shall lie with the end customer. The OSL and
BFRS’s logistics partners shall be, in no way, responsible for any shortage or damage of
such consignments unless the same is caused solely due to the gross negligence of OSL.
It is the responsibility of the User/its customer that on receipt of the shipment
initiated through reverse pickup, share the AWB number on which the logistics partner
has delivered the shipment.
Liability for “Forward Delivery”
Notwithstanding anything contrary contained in this Agreement, the maximum liability of
OSL per shipment will be INR 5000 (Indian Rupees Five Thousand) in case of a claim
under this Agreement (due to any reason including damage, lost, theft, etc.) by the
User, provided that such claim is raised by the User within the timelines specified
under this Agreement and, in any event, not later than thirty (30) days from the
shipment pick up date - failing which the User forfeits and waves its rights for such
claim. Any claims by the User should be submitted within the specified time period along
with the copy of the signed shipping manifest.
In relation to the above, it is clarified that:
in case of a claim under this Agreement by the User (due to any reason including
damage, lost, theft, etc.), OSL shall only be liable to pay INR 5000 or the
product value of the shipment, whichever is less, except in cases where OSL has
received a request from the User (within 7 days of the lost/damage declared
date) for procuring certificate of facts (COF) from the concerned courier
company. In such a case, OSL shall only be required to arrange the COF from the
concerned courier company, and will not be liable to pay any compensation to the
in relation to claims for damage shipments, it is hereby clarified that the
amount of compensation shall depend upon the quantum/percentage of damage as
against the full product value of the shipment; and
limit of Rs. 5,000/- per shipment shall not apply, and the liability of OSL
shall be limited to the amount of compensation it will receive from the
concerned courier partner (based on their respective policy). For e.g. in case
of any international shipment through DHL, the User shall be compensated as per
the following policy of DHL (subject to any subsequent change by DHL):
> For DHL Packet Shipments: There is no compensation and/or standard liability
which is offered by DHL;
> For DHL Packet Plus: The compensation and/or standard liability in case of
shipment being lost or damaged, DHL offers shipment value or 40 Euros, whichever
is lower. However, no compensation is offered for shipments to Canada; and
> DHL Parcel International Direct: The compensation and/or standard liability in
case of shipment being lost or damaged, DHL offers: (i) the shipment’s declared
value, (ii) 100 Euros, or (iii) 25 Euros per kilogram, whichever is the lowest.
The User agrees that all claims relating to: (i) damage to the shipment must be notified to OSL in writing within forty-eight (48) hours of the delivery of shipment; and (ii) loss/theft of the shipment must be notified to OSL in writing within thirty (30) days of the shipment pickup date.
It is hereby informed and agreed that OSL and/or its courier partner shall not be responsible for any damage to the shipments which include liquid items/products (including but not limited to liquid cosmetic and beauty products).
Cooterc services stay active till 10 (ten) days from the date of the last unpaid invoice, the User shall be charged for the period for which the invoice has been raised. The User must request termination before the next billing cycle starts and/or the next invoice, is generated, or the cancelation request does not count. There is no pro-rated refund of remaining service period in the current billing cycle.
The customer can request for termination by simply writing an email to [email protected] with the following information and request of termination:
o name of the User;
o name of the store; and o reason for termination.
Indicative List of Banned Products:
a. Oil-based paint and thinners (flammable liquids)
b. Industrial solvents
c. Insecticides, garden chemicals (fertilizers, poisons)
d. Lithium batteries
e. Magnetized materials
f. Machinery (chain saws, outboard engines containing fuel or that have contained fuel)
g. Fuel for camp stoves, lanterns, torches or heating elements
h. Automobile batteries
i. Infectious substances
j. Any compound, liquid or gas that has toxic characteristics
l. Flammable adhesives
m. Arms and ammunitions
n. Dry ice (Carbon Dioxide, Solid)
o. Any Aerosols, liquids and/or powders or any other flammable substances
classified as Dangerous Goods for transport by Air
a. Precious stones, gems and jewellery
b. Uncrossed (bearer) drafts / cheque, currency and coins
d. Firearms, explosives and military equipment.
e. Hazardous and radioactive material
f. Foodstuff and liquor
g. Any pornographic material
h. Hazardous chemical items
Counterfeit or Fraud Products/Shipments:
It is the policy of the Company to conduct all business activities in compliance with the rules and regulations applicable to the industry and laws of India, with the highest ethical standards. In this regard, the Company has a zero tolerance policy with respect to counterfeit or fraud products/shipments (including products/shipments which are misrepresented in their origin or quality, or which are fake, cloned, duplicate or likewise products/shipments).
Accordingly, in the event the Company believes that you or any of your customer are shipping/selling (or have shipped) counterfeit or fraud product/shipment (including any counterfeit electronic product, not limited to mobile phones, smart watches and likewise products), the Company would inter-alia have the right:
(i) to seize such product/shipment,
(ii) to report the incident to the appropriate government authority/police station,
(iii) to blacklist you/your customer from trading/doing business with the Company,
(iv) to levy liquidated damages of upto Rs. 10,000 per counterfeit/fraud shipment (amount and
counterfeit/fraud shipment to be decided by the Company at its sole discretion) and applicable GST amount on said damages, on account of estimated legal expenses which will be spent by the Company or actual expenses in case the actual amount exceeds the above threshold of Rs.10,000/-,
(v) to levy liquidated damages of upto Rs. 1,00,000 (and applicable GST amount on said damages) on you/your customer (amount to be decided by the Company at its sole discretion) on account of causing reputational and goodwill loss to the Company,
(vi) to levy/charge a “security deposit” of an appropriate amount (amount to be decided by the Company at its sole discretion) from you so as to cover any future losses which the Company may incur on account of counterfeit/fraud shipment made by you,
(vii) to block/retain the entire COD amount of yours/your customer lying with the Company/its courier partner,
(viii) to seize all the products of yours/your customer lying with the Company/its courier partner, and/or
(ix) to forfeit the entire security deposit amount lying with the Company.