TERMS OF USE
1. Introduction and Scope
1.1 These Terms of Use (“Terms of Use”) govern access to and use of the Ninjacart platform, comprising Ninjacart’s website, mobile application, trading application(s), any transactional web portal, and allied digital tools (together, the “Platform”), by any person accessing the Platform, whether to browse generally (Clause 3) or to register and transact in a specific role (Clause 4 onwards) (“User”, “you”, “your”). Obligations under these Terms of Use scale with the nature of access: Clause 3 sets out light-touch terms for general browsing and access, while Clauses 4 onwards, together with the applicable Schedule, apply once a person registers and transacts.
1.2 The Platform is owned by 63Ideas Infolabs Private Limited (“63Ideas”) and may be operated by 63Ideas directly or through any of its subsidiaries or Affiliates from time to time (each, an “Operating Entity”). References to “we”, “us” or “Ninjacart” mean 63Ideas or, where a transaction is contracted through an Operating Entity, whichever Operating Entity is named as the contracting entity on the applicable PO/SO.
1.3 These Terms of Use are the umbrella document. Schedule 1 (Seller Terms), Schedule 2 (Buyer Terms), Schedule 3 (Additional & Ancillary Services Terms), Schedule 4 (Trade Credit Terms), Schedule 5 (Shipment & Delivery Policy) and Schedule 6 (Returns & Refunds Policy) form part of these Terms of Use once applicable to the User per Clause 5, and are set out in full below. The Privacy Policy is incorporated into these Terms of Use by reference and applies to all processing of personal data across the Platform and every Schedule.
1.4 These Terms of Use do not govern: (a) credit or lending facilities provided by NSPL under its own separate terms (Clause 9); (b) use of the Platform outside India, including via the Malaysian subsidiary (Clause 7.2);
2. Definitions
2.1 “Order Document” or “PO/SO” means the Purchase Order or Sale Order (however titled by either party) issued for a specific transaction under Schedule 1 or Schedule 2, which shall specify at minimum: description and specification of Goods, quantity, quality standard, price, delivery date and location, and payment terms (including any variation from the default terms in the applicable Schedule).
2.2 “Goods” means agricultural produce and allied products bought, sold or facilitated through the Platform.
2.3 “Principal Seller Transaction” and “Principal Buyer Transaction” mean, respectively, a transaction in which Ninjacart sells Goods it owns, or buys Goods as principal.
2.4 “Principal Transaction” means, collectively, a Principal Seller Transaction or a Principal Buyer Transaction, as the context requires.
2.5 “Facilitated Transaction” means any transaction in which Ninjacart may provide the Platform enabling an independent Buyer and independent Seller to contract directly, without Ninjacart taking title.
2.6 “Affiliate” means, in relation to a party, an entity that directly or indirectly controls, is controlled by, or is under common control with that party.
3. General Access, Browsing and Content
This Clause 3 applies to any person accessing the Platform generally, including browsing informational content before registering as a User in any role under Clause 4. It applies in addition to, and independently of, the role-specific obligations that attach once a person registers and accepts a Schedule under Clause 5.
3.1 This document is a computer-generated electronic record published under Rule 3 of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, read with the Information Technology Act, 2000, and does not require physical or digital signature.
3.2 You may access and browse the Platform only for lawful, internal and informational purposes, in accordance with this Clause 3 and applicable law.
3.3 You shall not: attempt unauthorised access to any systems, data or networks connected to the Platform or bypass security features; use the Platform in a manner that damages, disables, overburdens or impairs it, or interferes with another person’s use; reverse engineer or reverse assemble Platform source code; or copy, reproduce, distribute or use Platform content for an external commercial purpose without Ninjacart’s prior written consent.
3.4 The Platform may provide general information about the Ninjacart group, including its subsidiaries and Affiliates (“Group Entities”). Certain services or features described on the Platform may be offered by a specific Group Entity, each responsible for its own service and regulatory compliance — for example, credit facilities by NSPL (Clause 9), or Goods transactions by 63Ideas or an Operating Entity under Schedule 1 or Schedule 2. Ninjacart does not itself provide a Group Entity’s service unless expressly stated, and your use of that service is governed by that Group Entity’s applicable terms, not by this Clause 3.
3.5 If the Platform allows you to create an account, sign up for updates, or register directly for a Group Entity’s services: you must provide and keep accurate, current and complete information; your data is collected, stored and processed per Clause 8 (Data Protection and Privacy) and the applicable Privacy Policy; you are solely responsible for the confidentiality of your credentials and must notify Ninjacart promptly of any unauthorised access; and by signing up, you consent to receive marketing and promotional communications from Ninjacart and Group Entities, with the right to opt out at any time via the unsubscribe mechanism provided, without prejudice to Ninjacart’s ability to continue sending essential, non-promotional communications necessary for account administration or legal/regulatory compliance.
3.6 General Platform content — text, graphics, logos, images, interfaces and the underlying architecture, other than content specific to a Schedule — is the exclusive property of Ninjacart, its Group Entities and licensors, protected under applicable law. You are granted a limited, revocable, non-exclusive, non-transferable licence to access and use such content strictly for your own informational or internal business purposes. You may not copy, republish, upload or distribute it without prior written permission. This Clause 3.6 does not affect the intellectual property terms specific to Schedule content or User submissions at Clause 10.
3.7 The Platform may link to third-party websites or content not controlled by Ninjacart or its Group Entities, which are provided for convenience only. Ninjacart does not endorse or make any representation regarding such third-party sites, and your access to them is at your own risk.
3.8 General Platform content is provided on an “as-is” and “as-available” basis without warranties of any kind, including merchantability, fitness for a particular purpose, non-infringement, security or accuracy, and does not constitute financial, legal, regulatory or investment advice, nor an offer or commitment to provide any Service.
3.9 To the maximum extent permitted by law, Ninjacart and its Group Entities are not liable for loss, claim or damage arising from: (a) use of, or inability to use, the Platform, or reliance on its general content; (b) loss or corruption of data, including unauthorised access; or (c) an act or failure to act by a Group Entity in relation to its own specific service.
3.10 Ninjacart may suspend, restrict or terminate access to the Platform at any time, with or without notice, on suspected breach of this Clause 3.
3.11 Disputes arising solely from general access or browsing under this Clause 3 — i.e., by a person who has not registered as a User or accepted a Schedule — are subject to the jurisdiction of the courts at Bengaluru, Karnataka. The arbitration mechanism at Clause 13 applies only to a User who has registered and accepted a Schedule.
4. Eligibility and Registration
4.1 The Platform is available only to persons competent to contract under the Indian Contract Act, 1872, transacting for a business/commercial purpose on a B2B basis. Individuals under 18 are not eligible to register.
4.2 At registration, and before its first transaction in a given role, a User must identify whether it is registering as a Seller (Schedule 1), a Buyer (Schedule 2), or a recipient of Additional & Ancillary Services (Schedule 3), and accept the corresponding Schedule.
4.3 You are responsible for the accuracy of registration information (GSTIN, FSSAI licence, PAN, bank and, where applicable, guarantor details) and for safeguarding your account credentials.
5. Role of Ninjacart and Incorporation of Schedules
5.1 The capacity in which Ninjacart acts for a given transaction — Principal Seller, Principal Buyer, or Facilitator — shall be as indicated on the PO/SO. Where not indicated, the transaction is deemed a Principal Transaction.
5.2 Where a User sells Goods to Ninjacart, the Seller Terms (Schedule 1) apply in addition to these Terms of Use.
5.3 Where a User buys Goods from Ninjacart, including on credit terms, the Buyer Terms (Schedule 2) apply in addition to these Terms of Use.
5.4 Where Ninjacart provides advisory or other non-transactional services, the Additional & Ancillary Services Terms (Schedule 3) apply.
5.5 In a Facilitated Transaction, neither Schedule 1 nor Schedule 2 applies to Ninjacart (which is not a contracting party to the underlying sale); Ninjacart’s intermediary role is governed by Clause 6 below.
5.6 Order of precedence for a given transaction, in case of any conflict or variance: (a) the PO/SO; (b) the applicable Schedule; (c) these Terms of Use. The PO/SO prevails over the Schedule only on matters it expressly and specifically varies (such as price, quantity, delivery date/location, or an agreed variation to standard payment terms); on all other matters the Schedule governs. As between Schedules applying to the same transaction, the role Schedule (Schedule 1 or 2) prevails over the operational Schedules (4, 5 and 6) to the extent of any conflict.
5.7 Where a Buyer is extended a deferred-payment facility on Ninjacart’s own sales, the Trade Credit Terms (Schedule 4) apply in addition to Schedule 2.
5.8 Shipment, delivery and logistics for all Orders are governed by the Shipment & Delivery Policy (Schedule 5).
5.9 Returns, rejection and refunds for all Orders are governed by the Returns & Refunds Policy (Schedule 6).
6. Facilitated Transactions (Pure Platform Role)
6.1 Where Ninjacart acts purely as facilitator, it is not a party to the sale contract between the Buyer and Seller, does not take title to the Goods, and gives no warranty as to the Goods.
6.2 Ninjacart acts as an intermediary under Section 2(1)(w) of the Information Technology Act, 2000 and, subject to Rule 3 due diligence under the IT (Intermediary Guidelines) Rules, 2021, is entitled to safe-harbour protection under Section 79 of that Act.
6.3 Where Ninjacart is liable to collect tax at source under Section 52 of the CGST Act, 2017 on a Facilitated Transaction, such collection shall be reflected in the relevant statement issued to the eligible party.
6.4 Non-circumvention: a User introduced to a counterparty through the Platform shall not conclude transactions with that counterparty outside the Platform to avoid Platform fees or oversight. This applies to Users acting as Buyer or Seller alike and is restated with specific consequences in Schedule 1, Clause 1.12, and Schedule 2, Clause 2.13.
7. Applicable Group Entities
7.1 63Ideas and any Operating Entity through which the Platform is operated (per Clause 1.2) are alternative contracting entities. The entity named on the PO/SO is the contracting party for that transaction; no other 63Ideas group entity has liability in respect of it, in the absence of express joint naming. Ninjacart shall on request confirm which entity is the contracting party for a given transaction and ensure the correct contracting entity is identified on each PO/SO.
8. Data Protection and Privacy
8.1 Ninjacart processes personal data (including of authorised signatories, proprietors and guarantors) in accordance with the Digital Personal Data Protection Act, 2023, the DPDP Rules, 2025, and the Privacy Policy at Privacy Policy – Ninjacart
8.2 Personal data is processed only for itemised purposes notified at collection — registration/KYC, order processing, payment and invoicing, statutory compliance, credit assessment where a User furnishes asset/guarantee details under Schedule 2, and fraud prevention.
9. Relationship with Lending Service Provider (NSPL)
9.1 Any credit facility provided by RBI-licensed lenders, as distinct from the trade payment and Upfront Amount/Trade Advance mechanisms set out in Schedule 1 and Schedule 2 that are incidental to the sale of Goods, is facilitated exclusively by Ninjacart Services Private Limited, the relevant Operating Entity, under its separate terms available at Terms & Conditions , and not by 63Ideas or any other Operating Entity.
10. Intellectual Property
10.1 The Platform and its content are Ninjacart’s property, unless specifically indicated otherwise. Users submitting listing content grant Ninjacart a non-exclusive, royalty-free licence to use it for operating the Platform.
10.2 This licence does not extend to, and Ninjacart does not seek, any waiver of moral rights under Section 57 of the Copyright Act, 1957, which are non-waivable under Indian law.
11. Prohibited Conduct
The User shall not, directly or indirectly, itself or through any representative, employee, contractor, Affiliate or other person acting on its behalf:
11.1 access, use or attempt to access the Platform through any unauthorised means, including by circumventing authentication measures, security controls, technical restrictions or access permissions, or attempt to gain unauthorised access to another User’s account, data or systems.
11.2 impersonate any person or entity, create multiple or fictitious accounts, misrepresent its identity, business, authority, ownership, location or regulatory status, or provide false, misleading or incomplete registration, KYC or onboarding information.
11.3 furnish or use forged, altered or inaccurate documents, including GST registrations, FSSAI licences, PAN details, bank account details, invoices, purchase orders, transport documents, delivery acknowledgements, e-Way Bills, weighbridge slips, quality certificates or any other document submitted through or in connection with the Platform.
11.4 manipulate, fabricate or falsify any Order, invoice, Goods Receipt Note (GRN), delivery confirmation, payment record, quality inspection record, return request, stock declaration or any other transaction record.
11.5 engage in fraud, dishonest conduct, market manipulation, collusive transactions, circular trading, sham transactions, duplicate invoicing, artificial inflation of transaction values, diversion of Goods, or any conduct intended to deceive Ninjacart, another User, lenders, regulators or any third party.
11.6 use the Platform or any transaction conducted through it for money laundering, terrorist financing, sanctions evasion, bribery, corruption, tax evasion or any unlawful purpose.
11.7 upload, transmit or distribute any virus, malware, ransomware, malicious code or other material designed to interfere with, damage or impair the Platform or any connected systems.
11.8 interfere with the proper functioning, integrity, availability or security of the Platform, including by automated scraping, data mining, denial-of-service attacks, reverse engineering, vulnerability testing without authorisation or excessive automated requests.
11.9 use any robot, crawler, scraper, artificial intelligence tool, automated script or similar technology to extract, copy or monitor Platform data except where expressly authorised in writing by Ninjacart.
11.10 circumvent the Platform or transact directly with any counterparty introduced through the Platform in breach of Clause 6.4 or the applicable Schedule.
11.11 misuse any trade credit, advance payment, security deposit, cheque, bank guarantee or any other credit-related arrangement provided under these Terms or any applicable Schedule.
11.12 submit false claims relating to damaged Goods, shortages, returns, refunds, pricing, delivery failures, quality issues or any other matter for the purpose of obtaining an undue commercial benefit.
11.13 use another person’s account, permit another person to use its account, or disclose login credentials except to authorised personnel acting within the ordinary course of business.
11.14 infringe or misuse Ninjacart’s intellectual property, confidential information, trade secrets, software, trademarks, databases or proprietary business information.
11.15 upload, publish or transmit any content that is unlawful, defamatory, obscene, abusive, threatening, discriminatory, infringing, misleading or otherwise prohibited under applicable law.
11.16 engage in any conduct that adversely affects the reputation, goodwill, security, business operations or legitimate commercial interests of Ninjacart, its Affiliates, Users, logistics partners, lenders or service providers.
11.17 breach any applicable law, regulatory requirement, governmental direction or order in connection with the use of the Platform or any transaction undertaken through it.
11.18 encourage, assist, facilitate or attempt any act prohibited under this Clause 11.
11.19 Enforcement:
Without prejudice to any other rights or remedies available under these Terms, at law or in equity, where Ninjacart reasonably believes that a User has breached or attempted to breach this Clause 11, Ninjacart may immediately, with or without prior notice:
(a) suspend or terminate the User’s account or access to the Platform;
(b) suspend or cancel any pending Order or transaction;
(c) withhold payments, refunds or settlements to the extent permitted by applicable law or these Terms;
(d) suspend or withdraw any trade credit, deferred payment facility or other commercial accommodation;
(e) require additional KYC, verification or supporting documentation before permitting further transactions;
(f) report the matter to law enforcement agencies, regulatory authorities, financial institutions, credit bureaus or other relevant authorities where required or permitted by law;
(g) recover any loss, damage, cost or expense incurred by Ninjacart arising from such breach, including by exercising any contractual right of set-off; and
(h) take any other action reasonably necessary to protect the Platform, its Users or its legitimate business interests.
12. Grievance Redressal
12.1 Grievance Officer (Rule 3(2), IT Rules 2021):
| Name | Raghavendra Rao T.S |
| legal@ninjacart.com | |
| Address | Indiqube Helios Business Park, Tower-E, Second Floor, Chandana, Kadubeesanahalli, Bengaluru, Karnataka – 560103 |
12.2 Grievances are acknowledged within 24 hours and disposed of within prescribed timelines under the IT Rules, 2021 and, for personal-data grievances, the DPDPA 2023.
12.3 Transaction-specific commercial disputes should first be raised through the escalation mechanism in the applicable Schedule before invoking Clause 13.
13. Dispute Resolution and Governing Law
13.1 These Terms of Use and each Schedule are governed by Indian law.
13.2 Disputes shall first be attempted to be resolved amicably within 30 days. Failing resolution, disputes shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by mutual agreement (or, failing agreement, per the Act), seat and venue Bengaluru, Karnataka. Courts at Bengaluru retain supervisory and interim-relief jurisdiction. This clause applies uniformly across the Terms of Use, Schedule 1 and Schedule 2 so that a dispute touching more than one Schedule is not split across inconsistent forums.
14. General Provisions
14.1 Amendment: Ninjacart may amend these Terms of Use or any Schedule on notice via the Platform, with effective date indicated.
14.2 Force Majeure: Neither party is liable for delay due to events beyond its reasonable control (natural disaster, epidemic, war, governmental action), provided that payment obligations already accrued on Goods delivered and accepted (i.e., GRN issued) before the Force Majeure Event are not suspended by this Clause. If a Force Majeure Event continues beyond 15 days, either party may terminate the affected PO/SO on notice, without prejudice to amounts already accrued.
14.3 Assignment: Ninjacart may assign these Terms of Use to an Affiliate or successor on notice; a User may not assign without Ninjacart’s prior written consent.
14.4 Severability: if a provision is held invalid or unenforceable, the remainder continues in effect.
14.5 Entire Agreement: these Terms of Use, the applicable Schedule(s), and PO/SOs constitute the entire agreement for Platform use.
15. Contact
63Ideas Infolabs Private Limited, Indiqube Helios Business Park, Tower-E, Second Floor, Chandana, Kadubeesanahalli, Bengaluru, Karnataka – 560103 Email: queries@ninjacart.com
SCHEDULE 1 — SELLER TERMS
Applies to every User transacting as Seller in a Principal Seller Transaction. Forms part of the Terms of Use per Clause 5.2 above.
1.1 Definitions
(a) “Destination Trader(s)” means the buyer(s) of Purchased Goods from Ninjacart.
(b) “Goods” has the meaning given in the Terms of Use.
(c) “Purchase Order” has the meaning given to “Order Document”/“PO/SO” in the Terms of Use.
(d) “Proforma Invoice” means the preliminary invoice issued by the Seller specifying the anticipated aggregate amount for Goods to be supplied under a Purchase Order; the amount stated may differ from the final Invoice.
(e) “Invoice” means the final GST-compliant invoice issued by the Seller for Goods supplied under a Purchase Order.
(f) “Upfront Amount” means an advance payment made by Ninjacart to the Seller prior to delivery, adjustable against the final Invoice and subject to reconciliation for returns, rejections or quality shortfalls, as further described in Clause 1.8.
(g) “GRN” means the Goods Receipt Note issued by Ninjacart on acceptance of Goods at the delivery location.
1.2 Scope
1.2.1 The Seller shall sell Goods to Ninjacart free from encumbrances, liens or claims, and in compliance with the specifications in the relevant Purchase Order; Ninjacart shall procure such Goods for onward sale to Destination Traders.
1.2.2 The Seller is solely responsible for the quality of Goods delivered and acknowledges liability for losses, claims or damages resulting from defects or quality issues.
1.2.3 Each sale and purchase under this Schedule is made: (a) by Ninjacart, with the intent of onward sale of Purchased Goods to Destination Traders; and (b) by the Seller, with the intent of obtaining timely payment. The payment-term mechanics in Clause 1.8 are commercially necessary to that mutual intent.
1.3 Order Procedure
1.3.1 Ninjacart may issue Purchase Orders to the Seller from time to time. Issuing a Purchase Order is an offer on the terms of this Schedule read with the Purchase Order; the Seller’s acceptance (“Acceptance”) binds the Seller to sell and deliver accordingly. The Seller bears risk of loss or damage until Goods are accepted by Ninjacart.
1.3.2 Each Purchase Order specifies, at minimum, the quantity, delivery date, per-unit and aggregate price, delivery location, and payment terms (including any variation from Clause 1.8), per Terms of Use Clause 2.1.
1.4 Passing of Title and Risk
1.4.1 Title in the Goods passes from the Seller to Ninjacart upon delivery and issuance of a GRN by Ninjacart (such Goods, “Purchased Goods”). Until then, risk (including damage) remains with the Seller.
1.5 Delivery, Inspection and Rejection
1.5.1 Delivery is complete only on Ninjacart’s acceptance at the delivery location following inspection and GRN issuance. Ninjacart may additionally require one or more proof-of-delivery protocols per consignment: signed GRN, stamped delivery challan, geo-tagged photographic evidence, OTP-based digital acknowledgment, e-Way Bill/Lorry Receipt confirmation, or email confirmation from the Seller’s official ID.
1.5.2 Ninjacart may inspect Goods at the delivery location; the Seller shall extend full cooperation and furnish required documentation.
1.5.3 Ninjacart may reject, in whole or part, Goods that are defective, damaged, adulterated, contaminated, short in quantity, or non-conforming. Rejected Goods remain the Seller’s property and risk and shall not be invoiced. The Seller shall remove rejected Goods within 48 hours of written notice, failing which Ninjacart may dispose of, destroy or return them at the Seller’s cost and recover disposal/incidental costs from the Seller.
1.5.4 The Seller shall, within 3 business days of notification and at its own cost, take back Purchased Goods later found defective or non-conforming, whether identified by Ninjacart or a Destination Trader, failing which Ninjacart shall be entitled to dispose off the Purchased Goods and adjust the costs thereof, from the amounts payable to the Seller.
1.5.5 Ninjacart may set off, withhold and recover from any amount payable to the Seller: the value of defective/rejected Goods; logistics, handling or disposal costs from rejection; damages or compensation paid by Ninjacart to third parties or Destination Traders arising from Seller quality issues or delay; and any other amount recoverable from the Seller under this Schedule or law.
1.6 Supplier Compliance and Fraud Prevention
1.6.1 The Seller shall: comply with e-Way Bill and GST documentation for all dispatches; provide Lorry Receipts and weighbridge slips from certified sources where applicable; ensure transport vehicles are registered and verified; ensure GST invoices are reflected in GSTR-2B filings; and provide accurate, non-fraudulent invoicing and dispatch records.
1.7 Invoice Issuance
1.7.1 The Seller shall issue a final GST-compliant Invoice within 2 days of the later of GRN issuance or Ninjacart’s request, subject to reconciliation for returns, rejections, shortages or other permitted adjustments.
1.8 Payment Terms
1.8.1 Ninjacart may, at its discretion, release an Upfront Amount against a Proforma Invoice for anticipated supply of Goods. The Upfront Amount is an advance against future delivery and is not a final settlement until the corresponding Purchase Order is fulfilled.
1.8.2 Where an Upfront Amount is released, the Seller shall provide post-dated cheques (PDCs) in favour of Ninjacart for the equivalent amount, per Annexure 1. If the Seller fails to supply Goods as agreed, or fails to refund the Upfront Amount when due, Ninjacart may present and encash such PDCs without further notice. Dishonour of a cheque may constitute an offence under Section 138 of the Negotiable Instruments Act, 1881, without prejudice to Ninjacart’s civil remedies.
1.8.3 For large-volume or high-exposure transactions, Ninjacart may require a Bank Guarantee from a scheduled commercial bank, invocable on Seller default including failure to refund an advance or meet delivery timelines.
1.8.4 If the Seller fails to supply Goods as agreed, it shall refund the entire Upfront Amount within 5 days, together with interest at 18% p.a. calculated from disbursement to actual repayment. Non-refund constitutes a legally enforceable debt, and Ninjacart may pursue civil recovery, encash PDCs, and pursue prosecution under Section 138 of the Negotiable Instruments Act, 1881, cumulatively and without prejudice to other remedies.
1.9 Tax
1.9.1 Each party pays its own applicable taxes and furnishes evidence of Tax payment on request; Ninjacart’s payments are subject to withholding as required by law.
1.9.2 If Ninjacart is unable to claim input tax credit due to the Seller’s GST non-compliance, the Seller shall indemnify Ninjacart to the extent of the unclaimed credit.
1.10 Representations and Warranties
1.10.1 The Seller represents and warrants that it: complies with applicable law; is financially and legally capable of performing this Schedule; has provided true and accurate information and will promptly update any change; holds all necessary title to the Goods immediately prior to sale; trades in goods similar to the Goods in its ordinary course of business; and acknowledges that Purchased Goods may be sold onward to any Destination Trader at Ninjacart’s discretion.
1.11 Right to Set Off
1.11.1 Ninjacart may set off, withhold and apply amounts payable to the Seller against: sums owed by the Seller to Ninjacart; amounts recoverable for Purchased Goods returned by Destination Traders; outstanding amounts due from Destination Traders attributable to Seller-caused issues; and any amount arising from the Seller’s breach of this Schedule.
1.12 Non-Circumvention
1.12.1 During the term and for 1 year thereafter, the Seller shall not, directly or indirectly, bypass the Platform to deal with any Destination Trader or other counterparty introduced through the Platform, without Ninjacart’s prior written consent. Breach entitles Ninjacart to injunctive relief and damages, including for loss of business or goodwill, in addition to remedies under Clause 1.16.
1.13 Term
1.13.1 This Schedule shall continue for so long as any Order Document entered into pursuant to this Schedule remains in force, unless earlier terminated in accordance with Clause 1.14. The expiry, completion or termination of the last outstanding PO/SO shall automatically terminate this Schedule, except for provisions intended to survive termination.
1.14 Termination
1.14.1 Either party may terminate on 60 days’ written notice.
1.14.2 Ninjacart may terminate this Schedule and/or any Purchase Order immediately without notice if: the Seller breaches or fails to perform any provision; any Seller representation or warranty is found false or misleading; the Seller has an insolvency notice served on it, is subject to insolvency or winding-up proceedings, or is convicted of an offence involving fraud, dishonesty or moral turpitude; an event occurs that, in Ninjacart’s reasonable opinion, impairs the Seller’s ability to perform its security obligations; the Seller discontinues its business; or a receiver is appointed over the Seller’s assets.
1.14.3 Termination of a specific Purchase Order under Clause 1.14.2 does not automatically terminate other Purchase Orders or this Schedule.
1.14.4 On termination, unpaid amounts due from the Seller (including Upfront Amount refunds) continue to accrue interest at the rate in Clause 1.8.4 until repaid; this obligation survives termination.
1.15 Confidentiality
1.15.1 The Seller shall hold Ninjacart’s confidential and proprietary business information in trust, use reasonable care to prevent unauthorised disclosure, and use it only for purposes of this Schedule, disclosing it only to personnel with a need to know and bound by equivalent confidentiality obligations.
1.16 Indemnity
1.16.1 The Seller shall indemnify, defend and hold harmless Ninjacart, its officers, directors, employees and Affiliates from losses, claims, damages, penalties, interest, legal fees and liabilities arising from: breach of this Schedule or a Purchase Order; defective, sub-standard or non-compliant Goods; non-compliance with applicable law including tax and quality standards; third-party claims (including from Destination Traders) relating to the Goods; and fraud, misrepresentation or gross negligence by the Seller or its agents.
1.16.2 This indemnity survives termination and is not prejudiced by Ninjacart’s acceptance of delivery, GRN issuance, or payment.
1.17 Insurance
1.17.1 The Seller shall obtain and maintain, at its own cost, insurance covering the Goods in its custody, and shall furnish evidence of such cover on request.
1.18 Limitation of Liability
1.18.1 Ninjacart is not liable for indirect, incidental or consequential loss, including loss of profit or business, arising out of this Schedule.
1.18.2 Ninjacart’s aggregate monetary liability under this Schedule and any Purchase Order shall not exceed the lower of: (a) INR 10,000/- (Rupees Ten Thousand only); or (b) the aggregate value of Purchase Orders accepted from the Seller in the 3 months preceding the claim.
1.19 Jurisdiction and Arbitration
1.19.1 Governed by Terms of Use Clause 13 (arbitration, seat Bengaluru; courts at Bengaluru for interim relief).
1.20 Seller’s Consent
1.20.1 The Seller consents to collection and use of its information per this Schedule, the Privacy Policy, and applicable law.
1.21 Force Majeure
1.21.1 Governed by Terms of Use Clause 14.2. For clarity, the Seller’s obligation to refund an Upfront Amount already disbursed, and to honour PDCs issued as security for it, is not suspended by a Force Majeure Event, since that obligation relates to funds already advanced rather than to future performance.
1.22 Non-Partnership; Inspection; Assignment; Amendment; Notices; Entire Agreement
1.22.1 Nothing in this Schedule constitutes a partnership or agency between the parties.
1.22.2 Ninjacart may, on reasonable prior notice, inspect the Seller’s godowns or storage facilities to verify stock readiness and quality; the Seller shall cooperate fully.
1.22.3 Ninjacart may assign or delegate its rights under this Schedule to a third party; the Seller consents to such assignment.
1.22.4 Ninjacart may modify this Schedule provided the modification is communicated to the Seller.
1.22.5 Notices to the Seller are given at the address in the Order Document, by SMS to the registered mobile number, or on the Platform; notices to Ninjacart at its registered office or on the Platform.
1.22.6 This Schedule, read with each Order document and the Terms of Use, is the entire agreement between the parties on Seller transactions. In case of conflict between this Schedule and a Purchase Order, this Schedule prevails except where the Purchase Order expressly and specifically varies price, quantity, delivery date/location or payment terms per Terms of Use Clause 5.6.
1.23 Annexure 1 — Post-Dated Cheques
To be completed and signed by the Seller’s authorised signatory for each Upfront Amount disbursed:
| S. No. | Cheque details (Bank, Branch, Cheque No., Date, Amount) |
| 1. | [●] |
| 2. | [●] |
| 3. | [●] |
SCHEDULE 2 — BUYER TERMS
Applies to every User transacting as Buyer in a Principal Buyer Transaction, including on credit/trade-advance terms. Forms part of the Terms of Use per Clause 5.3 above.
2.1 Definitions
(a) “Goods” and “GRN” have the meanings given in the Terms of Use and Schedule 1 respectively, adjusted so that the GRN is issued by the Buyer acknowledging receipt from Ninjacart.
(b) “Invoice(s)” means tax/commercial invoices raised by Ninjacart on the Buyer for Goods sold under this Schedule.
(c) “Purchase Order” has the meaning given to “Order Document”/“PO/SO” in the Terms of Use, whether titled a purchase order (Buyer) or sale order (Ninjacart).
2.2 Scope of Agreement
2.2.1 Ninjacart shall sell and deliver Goods to the Buyer per accepted Purchase Orders; the Buyer shall purchase, accept delivery of, and pay for such Goods in accordance with this Schedule and the relevant Purchase Order.
2.2.2 As a continuing condition of credit-based supply, the Buyer shall cause its proprietor/partners/directors to execute personal guarantees in Ninjacart’s favour, in a form acceptable to Ninjacart. Ninjacart may withhold supply or terminate this Schedule if such guarantees are not furnished. Ninjacart may waive off this condition at its discretion
2.2.3 The Buyer shall, on Ninjacart’s request, furnish details of its material assets to facilitate credit assessment or enforcement, and shall keep such declarations accurate and updated. Personal data within KYC, guarantor and asset declarations is processed per Terms of Use Clause 8 and the Privacy Policy.
2.3 Order Procedure
2.3.1 A Purchase Order issued by the Buyer is a firm offer on the terms of this Schedule; Ninjacart’s acceptance (by written confirmation or commencement of fulfilment) binds the offer. Once accepted, a Purchase Order is irrevocable and the Buyer may not cancel or vary it except with Ninjacart’s prior written consent, and remains strictly bound to the resulting payment obligations.
2.4 Passing of Title and Risk
2.4.1 The Buyer shall inspect the Goods immediately upon delivery and issue a Goods Receipt Note (“GRN”) confirming acceptance without unreasonable delay. Where the Buyer fails to reject the Goods in accordance with Schedule 6 or fails to issue a GRN within 24 hours of delivery or such other timeline if specifically indicated by Ninjacart in writing, the Goods shall be deemed accepted and a GRN shall be deemed to have been issued.
2.4.2 Risk in the Goods shall pass to the Buyer upon physical delivery at the Delivery Location. Title to the Goods shall pass upon issuance of the GRN or deemed GRN, whichever occurs earlier.
2.4.3 The GRN or deemed GRN shall constitute conclusive evidence that the Buyer has received, inspected and accepted the Goods in accordance with the applicable Purchase Order. Upon issuance of the GRN or deemed GRN, the Buyer’s obligation to pay the Invoice under Clause 2.5 shall become unconditional, except in cases of fraud or manifest error.
2.4.4 Except as expressly permitted under Schedule 6, the Buyer shall have no right, after issuance of the GRN or deemed GRN, to reject the Goods, dispute the Goods or the Invoice, or withhold payment on grounds of quality, quantity, packaging, specification or any apparent defect. Any claim based on fraud or manifest error must be raised within [7] days of the Invoice date
2.5 Payment Terms
2.5.1 The Buyer shall pay the full Purchase Price per the Invoice without deduction, withholding or set-off except as required by law or agreed in writing.
2.5.2 The payment due date for each Purchase Order shall be specified in the relevant Purchase Order and shall be calculated from the earlier of delivery of the Goods or receipt of the Invoice, unless otherwise expressly provided in such Purchase Order. Time shall be of the essence in respect of all payment obligations.
2.5.3 Delay beyond the due date attracts a penalty of 18 % p.a on the outstanding amount until realisation, without prejudice to recovery proceedings.
2.5.4 The Purchase Price excludes GST, which is charged additionally and payable by the Buyer. The Buyer shall provide accurate billing address and GSTIN and remains solely responsible for its own tax compliance.
2.5.5 As a condition precedent to supply, the Buyer shall provide undated cheques (UDCs) per Annexure A. On non-payment or delay, Ninjacart may present the UDC for encashment without prior notice; the Buyer is solely liable for consequences including under the Negotiable Instruments Act, 1881.
2.5.6 The Buyer shall, on request, execute periodic debt-acknowledgment letters confirming outstanding dues, which constitute binding admissions of liability for limitation and recovery purposes.
2.6 Tax
2.6.1 Each party is responsible for its own applicable taxes. The Buyer is solely responsible for the accuracy of its GST registration details and bears any penalty or ITC disallowance arising from inaccurate details it furnishes. The Buyer shall indemnify Ninjacart for tax, interest or penalty imposed on Ninjacart due to the Buyer’s act, omission or non-compliance (including GST misclassification or misuse of input credit).
2.7 Representations and Warranties
2.7.1 The Buyer represents, warrants and undertakes on a continuing basis that: it is duly organised with full capacity and all necessary approvals to perform this Schedule; it trades in goods similar to the Goods and is acquiring them for commercial resale or business use; it is financially and operationally capable of meeting its payment obligations; all KYC, GST and financial information it provides is true, complete and shall be kept updated; it shall make full and timely payment without demur, and shall not dispute Goods as to quality, quantity, price or packaging after GRN issuance save as provided in Clause 2.4.2; and it shall be solely responsible for all transactions and communications made under its account or authorised channels.
2.7.2 The Buyer acknowledges that Ninjacart relies on these representations in extending credit; a breach entitles Ninjacart to suspend deliveries, invoke security, and pursue recovery.
2.7.3 Each party represents that it has full legal authority to enter into and perform this Schedule, that doing so does not violate any law or binding instrument, and that it is not aware of any pending action that would impair its performance. Each party shall act in good faith, cooperate to resolve operational issues reasonably, and shall not act in a manner that circumvents the intent or structure of this Agreement or seeks an unauthorised benefit outside its agreed terms, whether directly or through Affiliates or agents.
2.8 Right to Set Off
2.8.1 Ninjacart may set off, withhold or apply any amount due to it from the Buyer against: costs, expenses, losses or liabilities Ninjacart incurs in connection with any Purchase Order or this Schedule; and amounts arising from the Buyer’s breach of any term of this Schedule, without prejudice to Ninjacart’s other remedies.
2.9 Term
2.9.1 This Schedule continues to be effective until terminated per Clause 2.10. Termination does not affect the Buyer’s liability for amounts due under Purchase Orders accepted before termination, which survives until fully discharged; Ninjacart may withhold further supply on any Buyer default.
2.10 Termination
2.10.1 Ninjacart may terminate this Schedule on 15 days’ written notice, without cause, on which all amounts due become immediately payable.
2.10.2 The Buyer may terminate only on 60 days’ written notice.
2.10.3 Ninjacart may terminate this Schedule and/or any Purchase Order immediately without notice if: any Buyer representation or warranty is false or misleading; the Buyer becomes insolvent or is subject to insolvency/winding-up proceedings; the Buyer ceases or materially alters its business so as to impair performance; the Buyer or its key personnel is convicted of an offence involving fraud, dishonesty or moral turpitude; or any event, in Ninjacart’s reasonable opinion, threatens recoverability of amounts due.
2.10.4 On termination: all invoiced or accrued amounts become immediately due; Ninjacart may invoke and realise all security (UDCs, Trade Advance, bank guarantees, personal guarantees); the Buyer returns or destroys Ninjacart’s confidential/proprietary materials; and indemnity, payment, confidentiality, dispute-resolution and governing-law provisions survive.
2.11 Confidentiality
2.11.1 The Buyer shall keep Ninjacart’s confidential/proprietary information confidential, use it only for this Schedule’s purposes, restrict access to need-to-know personnel bound by equivalent obligations, and return or destroy it on termination or request. Standard carve-outs apply (public domain, independently known, legally compelled disclosure with notice). This Clause survives termination for 3 years.
2.12 Indemnity
2.12.1 The Buyer shall indemnify, defend and hold harmless Ninjacart, its Affiliates, directors, officers, employees and representatives from losses, claims, penalties, liabilities, costs and expenses arising from the Buyer’s breach of this Schedule or a Purchase Order, including non-payment, delayed or refused acceptance, or breach of representations/warranties, and from third-party or regulatory claims arising from the Buyer’s non-compliance, misrepresentation or fraudulent information (including KYC/GST).
2.12.2 This indemnity survives termination. .
2.13 Non-Circumvention
2.13.1 During the Term and for 1 year thereafter, the Buyer and its Affiliates shall not bypass the Platform to deal directly or indirectly with any counterparty within Ninjacart’s trading network without Ninjacart’s prior written consent. Breach entitles Ninjacart to injunctive relief and damages including for loss of business or goodwill.
2.14 Limitation of Liability
2.14.1 To the maximum extent permitted by law, Ninjacart is not liable for indirect, incidental, special, punitive or consequential loss, including loss of business opportunity, profit, revenue or goodwill, arising out of this Schedule or any Purchase Order, whether in contract, tort or otherwise.
2.14.2 Ninjacart’s aggregate monetary liability under this Schedule and any Purchase Order shall not exceed the lower of: (a) INR 10,000/- (Rupees Ten Thousand only); or (b) the aggregate value of Purchase Orders accepted from the Seller in the 3 months preceding the claim.
2.15 Jurisdiction and Arbitration
2.15.1 Governed by Terms of Use Clause 13.
2.16 Assignment; Non-Partnership; Force Majeure; Amendment; Notices; Entire Agreement
2.16.1 Ninjacart may assign or delegate its rights under this Schedule without the Buyer’s consent; the Buyer may not assign without Ninjacart’s prior written approval.
2.16.2 This Schedule does not create a partnership, joint venture or agency; dealings are on a principal-to-principal basis.
2.16.3 Governed by Terms of Use Clause 14.2. For clarity, the Buyer’s payment obligations for Goods already delivered and accepted (GRN issued) are not suspended, deferred or excused by a Force Majeure Event.
2.16.4 Ninjacart may amend this Schedule on prior notice to the Buyer.
2.16.5 Notices to the Buyer are given at the address/contact in the Purchase Order or on the Platform; to Ninjacart at its registered office or on the Platform.
2.16.6 This Schedule, read with each Purchase Order, applicable Invoices and the Terms of Use, is the entire agreement between the parties on Buyer transactions, subject to the precedence rule at Terms of Use Clause 5.6. The Buyer acknowledges Ninjacart may maintain internal SOPs on default management, delivery verification and risk assessment, and agrees to comply with these to the extent not inconsistent with this Schedule.
2.17 Annexure A — Undated Cheque Details
| Authorised Signatory (Proprietor) | [●] |
| Name of Bank | [●] |
| Cheque Number | [●] |
| Amount (if mentioned) | [●] |
SCHEDULE 3 — ADDITIONAL & ANCILLARY SERVICES TERMS
Applies where Ninjacart provides Additional or Ancillary Services separately from a Principal or Facilitated Transaction. Forms part of the Terms of Use per Clause 5.4 above.
3.1 Scope
3.1.1 This Schedule covers market/pricing advisory, crop or harvest planning guidance, quality-grading advisory, logistics or storage recommendations, and other business-support services Ninjacart notifies as available from time to time (“Services”).
3.2 Service Order
3.2.1 Each engagement is recorded in a Service Order specifying: description of the Service, fee (if any), duration, and any service-specific deliverable or SLA.
3.2.2 In case of conflict between a Service Order and this Schedule on a matter the Service Order expressly and specifically varies, the Service Order prevails; otherwise this Schedule governs, consistent with Terms of Use Clause 5.6.
3.3 Nature of Services and Disclaimers
3.3.1 Services are provided on a reasonable-effort, non-binding basis and do not constitute professional, financial, legal, agronomic or investment advice on which the User is entitled to rely without independent verification.
3.3.2 Ninjacart does not guarantee any outcome, yield, price realisation or result from acting on the Services, and warrants only that it will exercise reasonable skill and care in preparing advisory output.
3.3.3 Nothing in this Schedule creates a fiduciary relationship between Ninjacart and the User.
3.4 Fees and Payment
3.4.1 Fees (if any) are as specified in the Service Order — fixed fee, subscription, or usage-based — and are payable per the terms stated therein.
3.5 Representations and Warranties
3.5.1 The User represents that it will use Service output for its own internal business purposes and will exercise independent commercial judgment before acting on it, and that any information it provides to enable the Service (crop data, inventory data, etc.) is accurate.
3.6 Confidentiality
3.6.1 Each party shall keep the other’s non-public information disclosed in connection with a Service confidential, using it only for that Service’s purposes, except where disclosure is legally compelled.
3.7 Indemnity and Limitation of Liability
3.7.1 The User shall indemnify Ninjacart against losses arising from the User’s breach of this Schedule or misuse of Service output outside its intended purpose.
3.7.2 Ninjacart’s liability in connection with the Services is limited to the fees (if any) paid for the specific engagement giving rise to the claim, save for claims arising from fraud or wilful default. This cap is independent of, and shall not be conflated with, the transaction-value-based caps in Schedule 1 Clause 1.18.2 or Schedule 2 Clause 2.14.2, since Services are not tied to Goods transaction value.
3.8 Intellectual Property
3.8.1 Advisory outputs/reports prepared specifically for a User remain Ninjacart’s IP, licensed to the User for internal business use only, unless the Service Order states otherwise, subject to Terms of Use Clause 10.2 (moral rights).
3.9 Term and Termination
3.9.1 Term is as stated in the Service Order. Either party may terminate a Service Order for convenience on written notice, without prejudice to fees accrued for Services already performed.
3.10 Jurisdiction, Arbitration and General Provisions
3.10.1 Governed by Terms of Use Clause 13 (dispute resolution) and Clause 14 (general provisions), applied mutatis mutandis to Service Orders.
SCHEDULE 4 — TRADE CREDIT TERMS
Applies where Ninjacart, at its discretion, extends a deferred-payment facility (“Trade Credit”) to a Buyer on Ninjacart’s own sales of Goods. Supplements Schedule 2 and forms part of the Terms of Use per Clause 5.7 above.
4.1 Nature of the Facility
4.1.1 Trade Credit is a deferred-payment arrangement on Ninjacart’s own sale of Goods to the Buyer — seller’s credit incidental to a sale of goods by the seller of record — and is not a loan, lending facility or financial service.
4.1.2 Ninjacart may grant, decline, modify, reduce, suspend or withdraw Trade Credit at its discretion, based on its assessment of the Buyer’s transaction history on the Platform, financial track record, creditworthiness (including third-party credit bureau evaluation, processed per the Privacy Policy), and compliance with these Terms. Acceptance of this Schedule does not oblige Ninjacart to enable Trade Credit for any Order, and Ninjacart is not liable for declining or being unable to enable it.
4.2 Maximum Limit
4.2.1 The Buyer may purchase on Trade Credit up to a maximum limit determined by Ninjacart and displayed on the Platform or otherwise communicated (“Maximum Limit”). The Maximum Limit includes the value of Goods, delivery charges, and any late-payment charges or other amounts due. Ninjacart may reject or cancel an Order that would exceed the Maximum Limit.
4.3 Security
4.3.1 Trade Credit is subject to the security already required under Schedule 2 — undated cheques per Clause 2.5.5 and Annexure A, Trade Advance per Clause 2.5.6, and personal guarantees per Clause 2.2.2 — and Ninjacart may additionally require that UDCs held as security be of an amount not less than the Maximum Limit. The consequences of cheque dishonour under Schedule 2, including under the Negotiable Instruments Act, 1881, apply equally to cheques held as Trade Credit security.
4.4 Due Date and Repayment
4.4.1 The Buyer shall settle the full amount due for each Order on or before the due date stated on the invoice or otherwise communicated (“Due Date”). It is the Buyer’s responsibility to check the Due Date for each invoice; Ninjacart is not obliged to send reminders.
4.4.2 Late payment attracts the delay charges at Schedule 2 Clause 2.5.3, and the Buyer remains bound by this Schedule until all amounts due — including late-payment charges and costs — are settled.
4.4.3 Repayments shall be credited to the account communicated through the Platform. Ninjacart may engage third-party service providers or group companies for collection of outstanding dues; such providers process payment data per the Privacy Policy, and the Buyer shall execute reasonable documentation required to facilitate collection.
4.5 Default, Suspension and Acceleration
4.5.1 On the Buyer’s failure to pay any amount by its Due Date, Ninjacart may suspend the Buyer’s ability to use Trade Credit for subsequent Orders, with or without notice. On such suspension, or on withdrawal or termination of the facility, all amounts outstanding on Orders for which Trade Credit was enabled become immediately due and payable, irrespective of any later Due Date previously communicated.
4.5.2 Ninjacart may pursue recovery of all outstanding amounts — invoice value, delivery charges, late-payment charges, and costs — through the security under Clause 4.3, set-off under Schedule 2 Clause 2.8, and legal proceedings, cumulatively.
4.6 Returns Interaction
4.6.1 Where a return is accepted under Schedule 6 for an Order purchased on Trade Credit: on a full return, the corresponding invoice stands cancelled; on a partial return, the invoice value payable adjusts to the value of Goods retained. Late-payment charges already accrued before the return request remain payable, and non-refundable logistics or handling fees are governed by Schedule 6.
4.7 Liability, Disputes and General
4.7.1 Ninjacart’s liability in connection with Trade Credit — including any error in invoice, limit determination or payment calculation not resulting from wilful default — is subject to the cap and carve-outs at Schedule 2 Clause 2.14, not any separate lower figure.
4.7.2 Disputes are governed by Terms of Use Clause 13 (mutual appointment of a sole arbitrator, seat Bengaluru).
SCHEDULE 5 — SHIPMENT & DELIVERY POLICY
Applies to shipment and delivery of all Orders. Forms part of the Terms of Use per Clause 5.8 above.
5.1 Logistics
5.1.1 Ninjacart may fulfil deliveries itself or through third-party logistics service providers (“Logistics Partners”). Delivery will be made to the address and designated recipient stated in the PO/SO or at Order placement; the designated recipient need not be the User.
5.1.2 An estimated delivery timeline is notified at Order confirmation, and dispatch details are shared on the Buyer’s registered mobile number. The Buyer authorises Ninjacart to contact it by call, SMS or messaging services for transactional purposes relating to the Order; such contact details are processed per the Privacy Policy.
5.1.3 Delivery coverage is limited to serviceable areas; the Platform verifies serviceability by pin code at Order placement, and Ninjacart may decline Orders to unserviceable locations, post-box addresses, or incomplete addresses.
5.2 Buyer Information and Receipt
5.2.1 The Buyer shall ensure delivery information submitted (name, address, landmarks, contact details) is true, complete and sufficient to identify the delivery location, and bears the consequences of failed delivery caused by inaccurate or incomplete information it provided.
5.2.2 Ninjacart will obtain the recipient’s acknowledgment on the delivery note/GRN but does not verify the identity of the person receiving the Order at the designated address. GRN issuance carries the consequences at Schedule 2 Clause 2.4.
5.2.3 The Buyer shall inspect the Goods for visible damage, defect, shortage or discrepancy at delivery; the mechanism for rejection at delivery and post-delivery returns is at Schedule 6.
5.3 Charges and Cash on Delivery
5.3.1 Ninjacart may charge shipping/delivery fees, varying by Product value, category, delivery area and payment mode, displayed at checkout or on the PO/SO. Shipping fees are non-refundable except where a return is accepted under Schedule 6 for reasons attributable to Ninjacart.
5.3.2 Where cash on delivery is offered, collection is capped at INR 2,00,000 per Buyer per day, consistent with Section 269ST of the Income-tax Act, 1961. Third parties collecting payment do so in a fiduciary capacity solely for collection.
5.4 Delay and Conduct
5.4.1 Ninjacart makes commercially reasonable efforts to meet notified delivery timelines but is not liable for delay caused by logistical issues beyond its control, weather, political disruption, or Force Majeure Events per Terms of Use Clause 14.2. Ninjacart will make reasonable attempts to notify the Buyer of delay on its registered mobile number. If a Force Majeure Event continues beyond the period at Terms of Use Clause 14.2, either party may terminate the affected PO/SO on notice.
5.4.2 Users shall treat delivery and pickup personnel professionally; abuse or misconduct is a breach of the Terms of Use and may lead to suspension per Clause 3.10. Issues with an individual delivery agent may be reported to customer support and the Grievance Officer (Terms of Use Clause 12); Ninjacart will address them through the relevant Logistics Partner but is not a party to personal disputes between the User and delivery personnel.
SCHEDULE 6 — RETURNS & REFUNDS POLICY
Applies to rejection at delivery and post-delivery returns of Goods purchased from Ninjacart. Forms part of the Terms of Use per Clause 5.9 above, and operates subject to Schedule 2 Clause 2.4 (title, GRN and invoice-dispute rules).
6.1 Category Rules
6.1.1 Fresh and perishable produce (fruits, vegetables and other perishables identified as such on the Platform): returns are accepted only by rejection at delivery under Clause 6.2. No post-delivery Return Request is entertained for perishables, given their nature; any post-GRN claim is limited to fraud or manifest/clerical error per Schedule 2 Clause 2.4.2.
6.1.2 Non-perishable and packaged Goods (staples, FMCG and similar categories identified on the Platform): a post-delivery Return Request may be raised within [● — e.g., 7 days; set per category] of delivery, on the grounds and process below.
6.2 Rejection at Delivery
6.2.1 If Goods are visibly damaged, short, or non-conforming at delivery, the Buyer must notify the delivery personnel before signing the delivery note/GRN, state the rejection, and record the nature of the issue and reason for rejection on the delivery note/GRN. Rejected Goods are returned to Ninjacart’s facility at no cost to the Buyer, inspected within 48 hours, and — if the issue is confirmed — treated as undelivered, with refund or invoice adjustment per Clause 6.5.
6.3 Post-Delivery Return Requests (Non-Perishables)
6.3.1 Grounds: physical damage or defect (including outer-box damage); expiry or quality issues; wrong Goods or Goods not matching the listing description; or part of the Order missing for reasons attributable to Ninjacart or the Logistics Partner (including in-transit damage).
6.3.2 Process: the Buyer raises the Return Request through the Platform or customer support within the applicable window, with supporting proof — images showing the Order ID, packed shipment and the specific issue; an unboxing or normal video where applicable, showing all sides of the package, shipping label, quantity and issue; and the invoice for the Goods. Ninjacart may seek further clarification, and the Buyer’s cooperation is a condition of processing.
6.3.3 Reverse pickup is arranged at no cost to the Buyer; for packaged categories, the complete shipment must be returned in original condition and packaging. Returned Goods are inspected within 48 hours of pickup, and the outcome (approval or rejection) is communicated to the Buyer.
6.4 Approval, Rejection and Exceptions
6.4.1 A Return Request may be rejected where: the Buyer does not respond to requests for missing information or documents; supporting proof is insufficient; the Buyer’s return history shows a pattern of excessive returns; or the returned Goods fail verification against the reverse-pickup details, in which case the request stands cancelled and no further Return Request is entertained for that Order.
6.4.2 In exceptional cases — fraud by a third party, service deficiency, or similar circumstances affecting the Buyer’s experience — Ninjacart may, in good faith and at its discretion, refund the transaction amount for the disputed Goods even where the standard criteria are not met, within 48 banking hours of approval.
6.5 Refunds
6.5.1 On an approved return: if the Buyer has outstanding dues (including under Trade Credit per Schedule 4), the refund is first adjusted against those dues; any balance is credited to the Buyer’s registered bank account (or credit note, where the Buyer so opts) within a reasonable period of inspection approval. On a full return the invoice stands cancelled; on a partial return the invoice adjusts to the value of Goods retained.
6.5.2 Late-payment charges accrued before the Return Request remain payable, and shipping, logistics and handling fees are non-refundable except where the return arises for reasons attributable to Ninjacart, per Schedule 5 Clause 5.3.1.
6.6 Interaction with Seller Recovery
6.6.1 Where returned or rejected Goods trace to a Seller’s supply, Ninjacart’s recovery from the Seller is governed by Schedule 1 (Clauses 1.5.3–1.5.5 and 1.11), and is independent of the Buyer-facing refund under this Schedule.
6.7 Grievances
6.7.1 Return-related grievances may be escalated to the Grievance Officer per Terms of Use Clause 12, and are otherwise subject to dispute resolution per Terms of Use Clause 13.