Terms and Conditions

These Terms and Conditions (the Terms) govern your access to and use of the Dypzo website at dypzo.com (the Website) and of the Dypzo platform, including the application at app.dypzo.com and related services (together with the Website, the Platform).

The Platform is operated by Industrodrome India Research Private Limited, a company registered in India with CIN U85220KA2023PTC180781 and its registered office at No. 220, 5/2, 5/3, Prestige Kew Gardens, Yemalur, Bengaluru, Karnataka 560037, India (we, us and our). Dypzo is a product of Industrodrome India Research Private Limited.

By visiting the Website, creating an account or using the Platform, you agree to these Terms and to the other policies they refer to: the Privacy Policy, the Cookie Policy, the Refund and Cancellation Policy, the Shipping and Delivery Policy and the Acceptable Use and Prohibited Items policy. If you do not agree, do not use the Platform.

These Terms are an electronic record under the Information Technology Act, 2000. They do not need to be signed to be binding.

In these Terms:

The Platform is for businesses only. You may use it only if you are a Merchant, a Supplier or another business acting in the course of your business, and not as a consumer.

You must be at least 18 years old and legally able to enter into a binding contract. If you register on behalf of a company or other entity, you confirm that you have authority to bind it, and "you" includes that entity.

You must give accurate and complete information when you register and keep it up to date. This includes business details, tax registration details (such as GSTIN and PAN where applicable) and bank details for payouts.

We may ask you to verify your identity and your business before or after you start using the Platform, and may refuse or limit access if we cannot complete verification.

You are responsible for all activity under your account and for keeping your sign-in details secret. Do not share them outside the roles and team members you have set up in the Platform.

If you invite team members, you are responsible for what they do on the Platform and for the access you give them. Remove access when someone leaves your business.

Tell us at once at support@dypzo.com if you suspect that your account has been used without your permission. We may suspend an account that appears to be compromised.

You must not create accounts in a false name, create accounts to avoid a suspension or a restriction, or use another person's account without permission.

Dypzo provides software and coordination services. The Platform lets Merchants connect an online store, choose products from onboarded Suppliers, send orders to Suppliers, book shipments with Courier Partners, follow tracking, keep a Wallet ledger and reconcile COD remittances.

Dypzo coordinates sourcing, fulfilment, courier shipping and COD reconciliation among Merchants, Suppliers and Courier Partners. Unless we state otherwise in writing or in an In-App Agreement, Dypzo is not the seller of goods to a Merchant's End Customers. The Merchant is the seller of those goods.

As a Merchant you remain responsible for your store, your product listings and descriptions, your retail prices, your communications with and refunds to End Customers, and your compliance with the laws that apply to you, including consumer protection, e-commerce, tax and invoicing laws.

Suppliers and Courier Partners are independent businesses. We do not guarantee that a Supplier will have stock, accept an order or dispatch on time, or that a Courier Partner will deliver within any time.

We may add, change or withdraw features. Some features, such as risk review, are switched on for each organisation and may not be available to you yet.

Dypzo does not publish prices on the Website. Fees are agreed with each business during onboarding and are set out in the Platform or in an In-App Agreement. Fees are exclusive of taxes unless they are stated to include them.

Charges that are not ours. Courier shipping and return charges, payment gateway fees, store platform and marketplace fees, and taxes are not Dypzo fees. They are paid to the courier, the payment provider, the platform concerned or the tax authority, as the case may be. The product cost of an order is paid to the Supplier.

Wallet. You top up your Wallet through a payment gateway. Product cost, shipping and other charges for your orders are debited from the Wallet and recorded against the order they belong to. The Wallet balance is a record of amounts you have prepaid for charges on the Platform. It is not a bank account or a deposit, and it does not earn interest.

If your Wallet does not hold enough to cover charges, we may pause new orders or delay shipments until it is topped up, and we may recover the shortfall from other amounts we hold for you (see section 7).

Taxes. You are responsible for the taxes that apply to your business. We charge GST on our Fees where the law requires it and issue tax invoices. Where the law requires us to deduct tax at source from an amount payable to you, we will deduct it, deposit it with the government, show it as a separate line in your statement and give you the documents the law requires. A tax deduction made under the law is not a charge by us and is not refundable by us.

We may change Fees for the future by giving you notice. A change does not apply to orders already accepted.

Refunds are governed by the Refund and Cancellation Policy.

For a COD order, the Courier Partner collects the amount from the End Customer and remits it to us. After we receive and reconcile the remittance for a shipment, we pay out the amount due to you, less any amounts we are entitled to deduct under these Terms. COD amounts are payouts to you. They are not Wallet credits and never top up your Wallet.

Remittances are reconciled shipment by shipment, using the courier's air waybill (AWB) number. If a shipment is disputed, we may hold only the amount for that shipment while other shipments in the same batch continue on their own schedule.

Payout timing follows the remittance schedule shown in the Platform. It depends on when Courier Partners remit to us, so we cannot promise a payout date and are not liable for a Courier Partner's delay in remitting.

Set-off. We may set off any amount you owe us or a Supplier or Courier Partner through the Platform against COD payouts, your Wallet balance or any other amount we hold for you. Such amounts include Fees, order and shipping charges, return-to-origin and reverse shipping charges, charges levied by Courier Partners for your shipments, refunds, chargebacks and taxes. We will show each deduction as a separate line. We will not recover the same charge twice, and we will not deduct from COD a cost that has already been charged to your Wallet.

When a parcel cannot be delivered or is returned, it comes back to the Supplier's warehouse. Returns and return-to-origin (RTO) of goods follow the order and returns flow in the Platform between the Merchant and the Supplier, under the supplier agreement that applies to them.

Shipping charges for failed deliveries and returns are charged as set out in the Shipping and Delivery Policy and shown in the Platform.

You must not use the Platform to list, source, sell or ship prohibited items, or to do anything listed as prohibited conduct, as set out in the Acceptable Use and Prohibited Items policy. That policy is part of these Terms.

You must follow all laws that apply to you and to the goods you sell. You must hold every licence, registration and permission your goods and your business need.

We may refuse, hold or cancel an order, remove a listing or restrict an account if we reasonably believe that it breaches these Terms or the law.

The Platform, including its software, design, text, graphics, the Dypzo name and the Dypzo logo, belongs to us or our licensors and is protected by law. These Terms do not transfer any of it to you.

We give you a limited, non-exclusive, non-transferable and revocable right to use the Platform for your own business while these Terms apply. You must not copy, modify, reverse engineer, resell or sublicense the Platform, or use it to build a competing service.

You keep the rights in the content you provide, such as your store details, listings and images. You give us a licence to host, process and display that content as needed to run the Platform for you.

If you give us feedback or suggestions, we may use them without limit or payment.

The Platform works with services we do not control, including e-commerce platforms such as Shopify, payment gateways such as Razorpay, and Courier Partners. Their own terms and policies apply when you use them, and we are not responsible for them.

When you connect your store, you give Dypzo the permissions you approve on that store platform's consent screen. You can withdraw those permissions from your store platform at any time, but the connected features will then stop working.

Your plan with a store platform, and its billing, stay between you and that platform.

How we handle personal data is described in the Privacy Policy. For End Customer data that you process through the Platform, you are responsible for having a lawful basis and any consent needed, and we process that data on your behalf.

To the fullest extent the law allows, the Platform and the Website are provided "as is" and "as available". We do not promise that they will be uninterrupted or free of error.

We do not promise any level of sales, profit, margin, delivery success or delivery time. Results depend on your store, your products, your Suppliers, your Courier Partners and your End Customers.

Information in the Platform, including reports and risk indications, is provided to help you decide. It is not advice, and you remain responsible for your decisions.

Nothing in these Terms limits any right you have that the law does not allow to be limited.

To the extent the law allows, we are not liable for any indirect, incidental, special or consequential loss, or for loss of profit, revenue, business, goodwill or data, arising from your use of the Platform.

To the extent the law allows, our total liability to you for all claims relating to the Platform in any period of twelve months is limited to the Fees you paid us in the twelve months before the event that gave rise to the claim.

Nothing in these Terms limits liability that cannot be limited by law, including liability for fraud or wilful misconduct.

We are not liable for failure or delay caused by events outside our reasonable control, including acts of Suppliers, Courier Partners, payment gateways or store platforms, network or power failure, strikes, natural events and government action.

You will indemnify us and our directors, officers and employees against claims, losses, penalties and reasonable costs (including legal fees) arising from your breach of these Terms, your breach of law, the goods you sell, your content, your dealings with End Customers, or your misuse of the Platform.

We will tell you promptly about any claim you are asked to cover and will reasonably cooperate in its defence at your cost.

You may stop using the Platform and close your account at any time from the account settings or by writing to us. Cancellation of paid services takes effect as set out in the Refund and Cancellation Policy.

We may suspend or end your access, with notice where practical, if you breach these Terms or the law, if we are required to by law or by a regulator, if we reasonably suspect fraud or misuse, or if amounts you owe stay unpaid.

When an account ends, we settle amounts between us: unfulfilled orders are dealt with in line with the Platform's order flow, dues are set off, and any balance due to you is paid as set out in the Refund and Cancellation Policy. We keep records as the law requires, as described in the Privacy Policy.

Clauses that by their nature should continue after termination will do so, including those on fees owed, set-off, intellectual property, liability, indemnity and governing law.

Some features need more specific terms, which you accept inside the Platform. These In-App Agreements, such as platform terms, wallet terms, a supplier agreement and a service level agreement, apply together with these Terms.

If an In-App Agreement conflicts with these Terms, the In-App Agreement prevails for the matters it covers.

These Terms are governed by the laws of India.

If a dispute arises, please first write to us at support@dypzo.com so that we can try to resolve it in good faith.

Subject to that, the courts at Bengaluru, Karnataka have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Platform.

We may update these Terms from time to time. The effective date at the top of this page shows when they last changed. For changes that materially affect you, we will give notice by email or in the Platform.

If you keep using the Platform after a change takes effect, you accept the updated Terms. If you do not accept them, stop using the Platform and close your account.

These Terms, the policies they refer to and any In-App Agreements are the whole agreement between you and us about the Platform.

If a part of these Terms is found unenforceable, the rest stays in force. A delay in enforcing a right is not a waiver of it.

You may not transfer your rights under these Terms without our written consent. We may transfer ours as part of a reorganisation, merger or sale of the business.

Nothing in these Terms makes you our partner, agent or employee.

We may give you notices by email, through the Platform or by posting on the Website.

Industrodrome India Research Private Limited, CIN U85220KA2023PTC180781. Registered office: No. 220, 5/2, 5/3, Prestige Kew Gardens, Yemalur, Bengaluru, Karnataka 560037, India.

Email: support@dypzo.com. For complaints, see Grievance Redressal.