Terms & Condition

PREAMBLE

Losung360 Private Limited (“Losung360”, “We”, “Us”, “Our”), a company incorporated under the Companies Act, 2013, having its registered office at 610-613, 6th Floor, Tower-A, Spaze I-Tech Park, Sector-49, Sohna Road, Gurgaon, Haryana, 122018, India, is committed to protecting the privacy and security of the personal data of its users, merchants, and business partners. We operate the Losung360 2.0 Platform — a unified e-commerce technology ecosystem comprising ShipMaxx, ShipBulk, SupplySphere, StockBridge, and SellerPro — accessible through our website(s) and mobile applications (collectively, the “Platform”).

 

This Privacy Policy (“Policy”) describes how Losung360 collects, uses, stores, processes, shares, and protects personal data and other information in connection with the Platform and all related Services. This Policy forms an integral part of Losung360’s Terms of Service and applies to all registered and unregistered users, merchants, and visitors.

 

This Policy is an electronic record under the Information Technology Act, 2000 (“IT Act”) and its associated rules, and has been published in compliance with Rule 4 of the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (“SPDI Rules”) and the Digital Personal Data Protection Act, 2023 (“DPDP Act”).

 

BY ACCESSING OR USING THE PLATFORM OR ANY SERVICES, YOU CONSENT TO THE COLLECTION, USE, STORAGE, AND PROCESSING OF YOUR PERSONAL DATA AS DESCRIBED IN THIS POLICY. IF YOU DO NOT AGREE, PLEASE DISCONTINUE USE OF THE PLATFORM IMMEDIATELY.

 

This Policy may be updated from time to time. We encourage you to review it periodically. The date of the latest revision is indicated at the top of this document.

1. DEFINITIONS

In this Agreement, the following terms shall have the meanings ascribed to them below:

 

“Access Account” means sub-accounts created by the Merchant to permit authorised employees, agents, or contractors to access the Platform on the Merchant’s behalf.

“Agreement” means this Terms of Service, together with all Annexures, Service Order Forms, SOPs, SLAs, and policies incorporated herein by reference.

“AWB” or “Air Waybill” means the shipping document generated through the Platform for each shipment assigned to a Courier Partner.

“COD” or “Cash on Delivery” means the payment mode wherein the end-customer pays the order value in cash at the time of delivery.

“Confidential Information” means any non-public information of a Party, marked or understood to be confidential, disclosed in connection with this Agreement, excluding information in the public domain or independently developed by the receiving Party.

“Courier Partner” means any third-party logistics provider, courier company, or carrier integrated on the Platform whose services the Merchant may access through ShipMaxx or ShipBulk.

“Customer Data” means all electronic data, text, or information submitted by the Merchant through the Platform, including end-customer details, order information, product details, invoices, and transaction records.

“D2C” means Direct-to-Consumer commerce, where the Merchant sells and ships directly to end customers through their own website or brand channel.

“Force Majeure Event” means any act of God, war, terrorism, strike, lockout, epidemic, pandemic, government action, flood, fire, or any other circumstance beyond a Party’s reasonable control that prevents performance of obligations.

“Intellectual Property” means all patents, copyrights, trademarks, trade names, domain names, designs, software, databases, trade secrets, know-how, and related rights.

“Marketplace” means third-party e-commerce platforms including but not limited to Amazon, Flipkart, Meesho, Myntra, Snapdeal, Nykaa, ONDC, and others through which Merchants may sell products.

“Merchant Account” means the account created by the Merchant on the Platform for accessing the Services.

“OMS” or “Order Management System” means the order processing, routing, fulfilment, and tracking functionality provided as part of ShipMaxx, enabling management of D2C and Marketplace orders.

“Platform” means the Losung360 2.0 website(s), mobile applications, APIs, and all technology tools operated by Losung360, including ShipMaxx, ShipBulk, SupplySphere, StockBridge, and SellerPro.

“RTO” means Return to Origin, the process by which an undelivered shipment is returned to the Merchant’s pickup address.

“Service Order Form” means any written or digital order form executed between Losung360 and the Merchant specifying the Services subscribed to and applicable commercial terms.

“Services” means all products, features, and functionalities offered by Losung360 on the Platform as described herein and updated from time to time.

“SLA” means Service Level Agreement specifying performance standards applicable to specific Services.

“Wallet” means the prepaid credit balance maintained by the Merchant within the Platform for payment of Service fees and shipping charges.

2. ACCOUNT REGISTRATION AND ELIGIBILITY

2.1 Eligibility

The Services are available only to persons and entities who have attained the age of 18 years and who are competent to contract under applicable law. By registering, you represent that you meet these requirements and have the authority to bind the entity on whose behalf you register.

2.2 Registration

To access the Services, you must register and create a Merchant Account by providing accurate, complete, and up-to-date information including your legal name, business name, GSTIN (where applicable), registered address, PAN, bank account details, and valid KYC documents. You agree to maintain the accuracy of your registration information at all times.

2.3 Account Security

You are solely responsible for maintaining the confidentiality of your login credentials. You must not share your credentials with any unauthorised third party. You are fully responsible for all activities conducted under your Merchant Account, including those by authorised sub-users. You must notify Losung360 immediately at support@losung360.com if you suspect any unauthorised access.

2.4 KYC and Verification

Losung360 reserves the right to conduct KYC verification and request additional documentation at any time. You expressly consent to Losung360 sharing your KYC documents and details with Courier Partners, financial partners, regulatory authorities, or judicial bodies as required under applicable law or in connection with any dispute, claim, or complaint related to your shipments or activities on the Platform.

2.5 Multiple Accounts

Creation of duplicate or multiple Merchant Accounts is strictly prohibited. Losung360 reserves the right to immediately suspend all accounts and levy damages as specified in this Agreement upon detection of duplicate accounts.

3. DESCRIPTION OF SERVICES

3.1 ShipMaxx — Shipping Aggregation and OMS

ShipMaxx is Losung360’s flagship product offering two core modules:

(a) Shipping Aggregation Module

ShipMaxx integrates with multiple Courier Partners to provide Merchants with a unified panel for booking, tracking, and managing shipments for D2C orders. Losung360 is a technology intermediary and acts as a logistics aggregator; the actual pickup and delivery of shipments is performed exclusively by the Courier Partners. Key terms applicable to this module include:

  • Losung360 is not the Consignor and shall not hold title to any goods.
  • Courier Partners shall be assigned based on automated logic considering pin code serviceability, shipment type, and prevailing rate cards.
  • All shipping rates are dynamic and are available on the live rate calculator on the Merchant’s dashboard.
  • Losung360’s liability per shipment shall be limited as specified in Clause 9 (ShipMaxx Shipment Liability) of this Agreement.
  • Shiprocket’s Merchant Agreement Terms (incorporated by reference at Annexure-A) shall additionally govern the use of the Shiprocket courier network within ShipMaxx to the extent applicable.

(b) Order Management System (OMS) Module

The OMS module enables Merchants to manage orders from their D2C website(s) and Marketplace channels (including Amazon, Flipkart, Meesho, and others) through a single unified panel. Key OMS capabilities include order ingestion, routing logic, fulfilment workflow, invoice generation, shipping label generation, NDR (Non-Delivery Report) management, RTO management, and reporting. The Merchant acknowledges that:

  • Losung360 acts as a technology service provider and not as a marketplace or seller of any goods.
  • The Merchant remains solely responsible for compliance with each Marketplace’s seller policies, SLAs, and return policies.
  • Losung360 does not guarantee integration availability of any specific Marketplace and reserves the right to modify, suspend, or discontinue any Marketplace integration with notice.

3.2 ShipBulk — B2B and Bulk Cargo Logistics

ShipBulk provides Merchants with access to B2B logistics and bulk cargo services, including freight forwarding, part-truck-load (PTL), full-truck-load (FTL), and surface cargo solutions through integrated logistics partners. The Merchant acknowledges that:

  • ShipBulk operates as a technology aggregator connecting Merchants to third-party freight and cargo partners.
  • All B2B shipments are subject to the specific carrier’s terms and conditions, which the Merchant is responsible for reviewing.
  • Losung360’s liability for B2B shipments is limited as specified in Clause 10 (ShipBulk Liability) of this Agreement.
  • E-way bills, GST invoices, and all statutory documents required for B2B goods movement are the sole responsibility of the Merchant.

3.3 SupplySphere — Warehousing, Fulfilment and OMS

SupplySphere is Losung360’s managed warehousing and fulfilment service. Losung360 operates a network of fulfilment centres across multiple cities, enabling Merchants to store inventory closer to their customers for faster delivery. SupplySphere supports order fulfilment across B2C, B2B, and D2C channels from a single platform. Unlike ShipMaxx (which is a shipping aggregator), SupplySphere represents a full-stack managed service where Losung360 is operationally accountable for order processing and inventory accuracy. Key features and terms include:

(a) Warehousing and Inventory

  • The Merchant may store products across Losung360’s fulfilment network. Losung360 accepts accountability for inventory accuracy at each fulfilment location, subject to inward acknowledgement and periodic reconciliation.
  • The Merchant must ensure all inbound inventory is properly labelled, invoiced, and accompanied by accurate ASN (Advance Shipment Notices) prior to despatch to a Losung360 warehouse.
  • Losung360 shall not be liable for inventory discrepancies arising from incorrect or incomplete ASNs provided by the Merchant.
  • Inventory counts shall be reconciled at intervals specified in the applicable Service Order Form. In the event of a discrepancy identified during reconciliation, Losung360 shall investigate and endeavour to resolve the variance within 7 working days.

(b) Order Fulfilment

  • Losung360 shall process and despatch orders across B2C, B2B, and D2C channels in accordance with the SLAs agreed in the Service Order Form.
  • Losung360 shall be responsible for pick, pack, label, and despatch operations from its fulfilment centres.
  • Losung360 is accountable for processing errors (e.g., wrong item shipped, wrong quantity) arising from its operations, subject to timely notification by the Merchant as per Clause 5.5 of this Agreement.

(c) SupplySphere OMS

  • The SupplySphere OMS enables Merchants to raise and track Purchase Orders (POs) and Advance Shipment Notices (ASNs) for inbounding inventory into Losung360 warehouses.
  • Real-time inventory tracking at location level (bin, rack, zone) within Losung360 fulfilment centres is available through the SupplySphere dashboard.
  • Order status tracking across all fulfilment channels is provided through the platform, including despatch confirmation, AWB details, and delivery updates.
  • Standard and custom fulfilment reports (inward, outward, inventory ageing, order fill rate, SLA adherence) are available on the dashboard.

(d) Merchant Obligations for SupplySphere

  • Accurate inventory master data (SKU codes, descriptions, dimensions, weights, HSN codes) must be maintained by the Merchant on the platform at all times.
  • Products requiring special handling, temperature control, FSSAI registration, or hazardous goods classification must be declared upfront and are subject to Losung360’s acceptance.
  • The Merchant is responsible for ensuring all goods despatched to Losung360 warehouses are free from legal encumbrances and comply with applicable laws.

3.4 StockBridge — Seller-on-Record and Distribution Service

StockBridge is a unique distribution and compliance enablement service wherein Losung360 (or a Losung360-designated entity, as communicated to the Merchant) acts as the Seller/Merchant on Record (SOR/MOR) for the Merchant’s inventory. Under this arrangement, the Merchant sells its stock to the Losung360-designated entity on a credit model, enabling faster multi-location fulfilment while relieving the Merchant of certain regulatory compliance burdens. Key terms applicable to this service are:

(a) Seller-on-Record Arrangement

  • The Merchant transfers title of designated inventory to the Losung360-designated entity (“SOR Entity”) upon inward acceptance at the agreed Losung360 fulfilment location(s). The SOR Entity thereafter holds the inventory on its books for onward sale and fulfilment.
  • This arrangement is designed to assist Merchants in managing regulatory compliance obligations including but not limited to GST registration in multiple states (APOB — Additional Place of Business), FSSAI licencing, and state-specific trade licences, by routing transactions through the SOR Entity.
  • The Merchant acknowledges that the SOR Entity will invoice end-customers directly, and accordingly the Merchant’s direct GST and compliance liability in the relevant jurisdictions may be reduced. However, the Merchant remains solely responsible for obtaining independent legal and tax advice on the implications of this arrangement for its own business.

(b) Credit Model

  • The SOR Entity shall purchase the Merchant’s inventory on a credit basis, with payment terms as agreed in the applicable Service Order Form.
  • The Merchant shall raise a proper tax invoice to the SOR Entity upon despatch of goods to the agreed Losung360 location(s) in accordance with applicable GST law.
  • Settlement to the Merchant shall be based on actual sell-through by the SOR Entity, net of Losung360’s StockBridge service fee, in accordance with the agreed settlement cycle in the Service Order Form.

(c) Inventory and Fulfilment

  • Losung360 shall leverage its multi-city warehouse network to enable faster order fulfilment for B2C, B2B, and D2C channels under the StockBridge SOR model.
  • Inventory visibility, location-level tracking, and order status reporting shall be available to the Merchant through the StockBridge dashboard.

(d) Merchant Obligations for StockBridge

  • The Merchant warrants that it has clear and marketable title to all inventory transferred to the SOR Entity and that such goods are free from third-party encumbrances, IP infringement, and regulatory restrictions.
  • The Merchant is responsible for ensuring that all products transferred under StockBridge comply with applicable product safety, labelling, and certification requirements (including FSSAI, BIS, Legal Metrology, etc.) before inbounding.
  • The Merchant shall not transfer counterfeit, prohibited, stolen, or restricted goods under the StockBridge arrangement. Any breach shall entitle Losung360 to immediately terminate the StockBridge service, reject or return the inventory at the Merchant’s cost, and levy liquidated damages as determined by Losung360.
  • The Merchant understands and agrees that the StockBridge arrangement does not constitute a guarantee of any specific regulatory outcome. Losung360 strongly recommends the Merchant obtain independent legal, GST, and compliance advice before availing of this service.;

3.5 SellerPro — Marketplace Growth and Managed Services

SellerPro is Losung360’s end-to-end marketplace growth service. Unlike a SaaS tool, SellerPro is a managed service wherein Losung360 provides hands-on support to Merchants for marketplace listing creation, catalogue management, advertising campaign execution, and growth marketing. Services are available on a per-order fee model or a retainership model, as agreed in the applicable Service Order Form. Key terms applicable to this service are:

(a) Listing and Cataloguing

  • Losung360 shall assist the Merchant in creating, optimising, and managing product listings across designated Marketplace channels as specified in the Service Order Form.
  • The Merchant shall provide all required product information, images, certifications, and compliance documents necessary for listing. Losung360 shall not be liable for rejection, suppression, or de-listing of products by Marketplaces due to inaccurate, incomplete, or non-compliant information provided by the Merchant.
  • All Marketplace listing content created by Losung360 on behalf of the Merchant shall be subject to the Merchant’s final review and approval.

(b) Ad Campaign Management

  • Losung360 shall manage paid advertising campaigns (including Sponsored Products, Sponsored Brands, and Marketplace-native ads) on behalf of the Merchant on designated platforms.
  • Ad spends are entirely borne by the Merchant and shall be loaded and managed through the Merchant’s own Marketplace ad account, unless otherwise agreed. Losung360 shall not be responsible for any overspend beyond the Merchant’s approved budget.
  • Losung360 does not guarantee specific return on ad spend (ROAS), sales outcomes, organic ranking improvements, or campaign performance metrics. All such outcomes are subject to Marketplace algorithms, competition, and market conditions.

(c) Growth Marketing

  • Losung360 may provide growth marketing services including keyword research, competitor benchmarking, deal and promotional strategy, and account health management.
  • Any strategies or recommendations provided by Losung360 under SellerPro are advisory in nature. The Merchant retains final authority over all business decisions.

(d) Fee Models

  • Per-Order Model: Losung360 charges a fee per order fulfilled through channels managed under SellerPro, as agreed in the Service Order Form.
  • Retainership Model: Losung360 charges a fixed monthly retainer fee for a defined scope of services as agreed in the Service Order Form.
  • The fee model, scope, and commercials shall be binding only as documented in the executed Service Order Form.

(e) Merchant Obligations for SellerPro

  • The Merchant must ensure timely provision of all required product assets, approvals, and commercial decisions to enable Losung360 to deliver SellerPro services effectively.
  • The Merchant is responsible for ensuring that all products listed through SellerPro comply with applicable Marketplace policies and laws, including consumer protection regulations.
  • The Merchant must maintain adequate stock availability to fulfil orders generated through SellerPro-managed channels; Losung360 shall not be liable for cancellations or SLA breaches caused by stockouts.

4. FEES, PAYMENT AND BILLING

4.1 Fee Structure

Fees for each Service are as set out in the applicable Service Order Form, published rate cards on the Platform, or as otherwise agreed in writing. All fees are exclusive of applicable taxes including GST, which shall be charged additionally as per law.

4.2 Subscription Fees

Subscription-based Services (including OMS, SupplySphere, StockBridge, and SellerPro) shall be charged at the beginning of each subscription period. Continued use of a Service following renewal constitutes acceptance of the applicable fee for that period.

4.3 Shipping Charges (ShipMaxx and ShipBulk)

Shipping charges are calculated based on the actual or volumetric weight (whichever is higher), pickup and delivery pin codes, and the applicable rate card. Volumetric weight is computed as Length x Breadth x Height (in cm) divided by 5000 (or as specified by the relevant Courier Partner). Losung360 reserves the right to revise shipping rates at any time with notice via the dashboard or email.

4.4 Prepaid Wallet

Merchants on prepaid accounts must maintain sufficient Wallet balance to process shipments. If the Wallet balance falls below zero (e.g., due to weight discrepancy adjustments), Losung360 reserves the right to hold COD remittances and suspend shipment services until the shortfall is cleared. Wallet credits expire if no shipment is booked for a continuous period of 36 months, after which Losung360 has an unconditional right to forfeit the balance.

4.5 Invoice and Payment

Losung360 shall raise invoices twice per calendar month (mid-month and end-of-month, or as otherwise notified). Merchants on postpaid accounts must clear invoices within 7 days of the invoice date. In the event of non-payment, Losung360 reserves the right to: (i) retain and adjust COD amounts; (ii) retain custody of and subsequently dispose of shipments in Losung360’s or Courier Partner’s possession; (iii) levy interest at 18% per annum from the due date; and (iv) forfeit any security deposit held.

4.6 COD Remittance

COD amounts collected from end-customers on behalf of the Merchant shall be remitted within 7 business days from the delivery date, subject to Losung360’s remittance cycle (currently Monday, Wednesday, and Friday). A COD handling fee shall be deducted from each COD remittance as per the applicable rate card if not deducted from wallet during shipment assignment. If the COD amount cannot be remitted within 365 days due to reasons not attributable to Losung360 (including incorrect bank details), the Merchant waives all claims to such amount and Losung360 shall have the right to forfeit the same.

4.7 Weight Disputes

If the declared weight of a shipment differs from the actual/volumetric weight, Losung360 shall notify the Merchant via the dashboard. The Merchant has 7 working days to accept or reject the revised weight; failure to respond within this period shall be treated as acceptance.

4.8 Taxes and Compliance

The Merchant is solely responsible for all taxes, duties, statutory registrations, and legal compliances applicable to its business. Losung360 has no responsibility for any of the Merchant’s tax obligations.

5. MERCHANT OBLIGATIONS

5.1 General Obligations
  • Provide accurate, complete, and truthful information at all times.
  • Comply with all applicable laws including but not limited to the IT Act 2000, DPDP Act 2023, GST laws, Consumer Protection Act 2019, Legal Metrology Act, and all regulations governing e-commerce.
  • Ensure that all products shipped are lawfully owned or authorised by the Merchant, properly described, and legally permitted for transport.
  • Obtain all necessary licences, permits, and registrations required for your business.
5.2 Packaging and Shipment Obligations (ShipMaxx / ShipBulk)
  • Ensure all shipments are properly and tamper-proof packed using branded tape/packaging.
  • Display complete and accurate shipping labels on all shipments.
  • Provide correct product descriptions, declared values, and gross weights on all shipments.
  • Include required statutory documents such as GST invoices and e-way bills (for shipments valued Rs. 50,000 or above).
  • Not handover prohibited, restricted, counterfeit, hazardous, illegal, or banned goods (as listed in Annexure-B — Prohibited and Restricted Items).
  • Collect and retain signed manifest copies from Courier Partners as proof of handover.
  • Accept all RTO shipments at registered return addresses without delay.
5.3 OMS Obligations (ShipMaxx)
  • Ensure that Marketplace credentials provided for OMS integration are valid, authorised, and not in violation of any Marketplace’s API usage terms.
  • Respond to NDRs, buyer disputes, and return requests within the timelines prescribed by the relevant Marketplace or as stipulated in Losung360’s SLAs.
  • Ensure that products listed and sold through integrated Marketplace channels comply with the respective Marketplace’s listing and quality policies.
5.4 SupplySphere — Merchant Obligations
  • Ensure all inbound inventory despatched to Losung360 fulfilment centres is accompanied by accurate ASNs, proper tax invoices, and all required statutory documents prior to despatch.
  • Maintain accurate and up-to-date SKU master data, product dimensions, weights, and HSN codes on the platform.
  • Notify Losung360 of any inventory discrepancies, damaged goods received, or fulfilment errors within 48 hours of the relevant event.
  • Ensure that all goods sent to Losung360 fulfilment centres are legally compliant, properly labelled, and do not require any special handling that has not been declared and approved in advance.
  • Cooperate in periodic stock reconciliation exercises initiated by Losung360.
5.5 StockBridge — Merchant Obligations
  • Provide clear title warranty for all inventory transferred to the SOR Entity and ensure goods are free from third-party liens, encumbrances, and IP infringement.
  • Ensure all products transferred comply with product-specific regulatory requirements (FSSAI, BIS, Legal Metrology, etc.) before inbounding.
  • Raise proper GST-compliant invoices to the SOR Entity at the time of inventory transfer, in accordance with applicable tax law.
  • Obtain independent legal and tax advice before availing the StockBridge SOR arrangement. Losung360 provides no legal or tax advisory services in connection with this product.
  • Indemnify Losung360 and the SOR Entity against any third-party claims, regulatory penalties, or losses arising from misrepresentation of goods, non-compliant products, or breaches by the Merchant under the StockBridge arrangement.
5.6 SellerPro — Merchant Obligations
  • Provide all required product content, images, and approval decisions within the turnaround times agreed in the Service Order Form.
  • Ensure adequate inventory availability across all channels managed under SellerPro to fulfil orders generated through Losung360’s marketing efforts.
  • Approve and load ad spends into Marketplace ad accounts in a timely manner to avoid campaign disruption.
  • Ensure all products are compliant with Marketplace policies and applicable consumer protection and advertising laws before listing.
5.4 Prohibited Actions

You must not:

  • Use the Platform for any illegal, fraudulent, or unauthorised purpose.
  • Attempt to reverse-engineer, decompile, or create derivative works from any part of the Platform.
  • Use the Platform as a reseller, OTC operator, or franchise of any Courier Partner without prior written consent from Losung360.
  • Book multiple or duplicate accounts on the Platform.
  • Interfere with or disrupt the Platform’s servers, networks, or infrastructure.
  • Upload infringing, defamatory, obscene, or unlawful content.

6. LOSUNG360'S OBLIGATIONS

Losung360 shall:

  • Make the Platform available with reasonable care and skill, and strive to maintain uptime in accordance with the applicable SLA.
  • Provide the Merchant with access credentials and onboarding support.
  • Assign Courier Partners and logistics providers through an automated system (ShipMaxx / ShipBulk).
  • Provide an online tracking mechanism for all shipments.
  • Raise accurate invoices and remit COD amounts within the stipulated timelines.
  • Notify the Merchant of any material changes to fees, terms, or product features via the dashboard or email.
  • For SupplySphere: Accept accountability for order processing accuracy and inventory accuracy within Losung360’s fulfilment centres, subject to proper inbounding procedures being followed by the Merchant, and address discrepancies within the timelines specified in the applicable SLA.
  • For StockBridge: Ensure that the SOR Entity operates the Merchant’s inventory in accordance with the agreed commercial terms and applicable law, and provide timely settlement reports to the Merchant.
  • For SellerPro: Deliver the agreed scope of listing, cataloguing, campaign management, and growth marketing services within the timelines specified in the Service Order Form.

Losung360 shall not be responsible for the actions or omissions of Courier Partners, Marketplace platforms, payment gateways, or any other third-party service providers beyond Losung360’s direct control.

7. CONFIDENTIALITY

Each Party may have access to Confidential Information of the other Party in connection with this Agreement. Each Party agrees to: (i) use the other Party’s Confidential Information solely for the purposes of this Agreement; (ii) not disclose the Confidential Information to any third party without prior written consent; (iii) apply at least the same degree of care to protecting the other Party’s Confidential Information as it applies to its own, but in no event less than reasonable care; and (iv) upon termination, promptly return or destroy all Confidential Information of the other Party. These obligations survive termination for a period of 3 years.

8. INTELLECTUAL PROPERTY

All Intellectual Property in the Platform, including software, code, databases, user interfaces, brand names (Losung360, ShipMaxx, ShipBulk, SupplySphere, StockBridge, SellerPro), logos, and documentation, is and shall remain the exclusive property of Losung360. No rights are granted to the Merchant except the limited, non-exclusive, non-transferable, revocable right to access and use the Platform solely for the Merchant’s own business purposes during the term of this Agreement. The Merchant shall not reproduce, distribute, or create derivative works from any Losung360 IP.

The Merchant retains ownership of its own Customer Data. The Merchant grants Losung360 a non-exclusive licence to process, use, and store Customer Data for the purposes of providing the Services, improving the Platform, and complying with legal obligations.

9. SHIPMAXX — SHIPMENT LIABILITY AND CLAIMS

9.1 Liability Cap

Notwithstanding anything to the contrary, Losung360’s maximum liability per domestic shipment shall be:

  • Forward journey (damage, loss, theft): Rs. 2,500/- or the declared order value, whichever is lower.
  • Reverse pickup journey: Rs. 2,000/- or 50% of the declared order value, whichever is lower.
  • RTO journey: Rs. 2,500/- or 40% of the declared order value, whichever is lower.

The Merchant may secure shipments valued above Rs. 2,500/- by availing the additional risk cover option on the Platform at the applicable charges.

9.2 Claim Timelines
  • Damage, pilferage, tampering, fake delivery: Claims must be raised within 48 hours of delivery.
  • Loss or theft: Claims must be raised within 30 days of the shipment pickup date.
  • Non-connectivity (shipment picked up but not scanned): Signed manifest must be submitted within 3 days of pickup.

Claims raised after these deadlines shall not be entertained. All claims must be accompanied by a signed copy of the shipping manifest.

9.3 Conditions for Claims
  • Claims will only be considered if the outer packaging provided by the Merchant is visibly damaged, tampered, or altered.
  • No claim shall be entertained for liquid or fragile items where the outer packaging is intact.
  • Negative remarks must be noted on the POD copy at the time of delivery for damage/pilferage claims.
  • Disputes regarding delivery must be raised within 48 hours; POD requests must be raised within 72 hours of delivery.
9.4 International Shipments

For international shipments booked through ShipMaxx, the terms specified in Annexure-C (International Shipment Terms) shall apply and shall prevail over this Clause 9 where inconsistent.

10. SHIPBULK — B2B CARGO LIABILITY

Losung360’s liability for B2B and bulk cargo shipments shall be governed by the applicable Courier Partner’s terms and conditions and the agreed SLA for the relevant service. Losung360’s aggregate liability shall not exceed the freight charges paid by the Merchant for the specific shipment in question, unless a higher liability limit is separately agreed in writing.

10A. SUPPLYSPHERE — WAREHOUSING AND FULFILMENT LIABILITY

Given that Losung360 assumes operational accountability under SupplySphere, the following liability provisions apply:

10A.1 Inventory Loss or Damage in Losung360 Warehouses

Losung360 shall be liable for inventory loss or damage occurring within its fulfilment centres that is directly attributable to its own gross negligence or wilful misconduct, subject to: (i) the Merchant raising a documented claim within 7 days of the relevant event; (ii) loss or damage being confirmed upon reconciliation; and (iii) the liability cap described in Clause 10A.3 below.

10A.2 Fulfilment Errors

Losung360 shall be responsible for processing errors (wrong item, wrong quantity, wrong address) arising from its own fulfilment operations, provided the Merchant notifies Losung360 within 48 hours of the event and the claim is supported by relevant order data and end-customer confirmation.

10A.3 Liability Cap

Losung360’s aggregate liability under SupplySphere in any calendar month shall not exceed the 10% of the total warehousing and fulfilment fees paid by the Merchant to Losung360 in that month, unless otherwise agreed in writing. Losung360 shall not be liable for consequential, indirect, or economic losses including loss of sales, loss of goodwill, or lost customer opportunity arising from warehousing or fulfilment failures.

10A.4 Exclusions

Losung360 shall not be liable for inventory loss or damage caused by: (a) Force Majeure Events; (b) inherent defects or inadequate packaging of goods inbounded by the Merchant; (c) incorrect or incomplete ASNs; (d) theft by Merchant’s own personnel or authorised agents within the warehouse; or (e) failure of the Merchant to collect inventory upon service termination within the agreed period.

10B. STOCKBRIDGE — SOR ARRANGEMENT LIABILITY

The StockBridge SOR arrangement involves the transfer of title from the Merchant to the SOR Entity. Accordingly:

  • Once inventory title has transferred to the SOR Entity upon inward acknowledgement, the Merchant’s recourse for loss, damage, or non-payment shall be governed exclusively by the commercial terms agreed in the Service Order Form.
  • Losung360’s liability in connection with the StockBridge SOR arrangement shall be limited to the settlement amount due and unpaid to the Merchant in accordance with the agreed settlement cycle, subject to reconciliation.
  • Losung360 does not provide any guarantee or warranty regarding the regulatory or tax outcomes achieved by the Merchant through the StockBridge arrangement. The Merchant bears full responsibility for its own regulatory compliance.

11. LIABILITY AND DISCLAIMER

11.1 Disclaimer

THE PLATFORM AND ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LOSUNG360 DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM VIRUSES.

11.2 Limitation of Liability

To the maximum extent permitted by applicable law, Losung360, its officers, directors, employees, and agents shall not be liable for any indirect, incidental, consequential, punitive, or special damages, including loss of revenue, loss of profits, or loss of data, arising out of or in connection with this Agreement, even if advised of the possibility of such damages.

11.3 Aggregate Liability

Losung360’s total aggregate liability to the Merchant under this Agreement (excluding shipment liability governed by Clause 9 and 10) shall not exceed the total fees paid by the Merchant to Losung360 in the 3 months preceding the claim.

11.4 Force Majeure

Neither Party shall be liable for delays or failures in performance resulting from a Force Majeure Event. The affected Party must notify the other within 48 hours. If the Force Majeure Event continues for more than 30 days, the non-affected Party may modify the affected obligations. If it continues for more than 60 days, the non-affected Party may terminate this Agreement with notice.

12. INDEMNITY

The Merchant agrees to indemnify, defend, and hold harmless Losung360, its affiliates, officers, directors, employees, and agents from and against all claims, liabilities, damages, costs, and expenses (including legal fees) arising out of or related to: (a) the Merchant’s use of the Platform or Services; (b) breach of this Agreement by the Merchant; (c) violation of any applicable law by the Merchant; (d) any third-party claims arising from the Merchant’s goods, shipments, or conduct; (e) taxes, duties, or levies on the Merchant’s shipments; (f) shipping of prohibited, counterfeit, or banned goods; and (g) wrongful or negligent acts or omissions by the Merchant.

13. NON-SOLICITATION

During the term of this Agreement and for 36 months thereafter, the Merchant agrees not to directly or indirectly solicit, or attempt to persuade, any client, customer, supplier, vendor, or partner of Losung360 to reduce or cease their business relationship with Losung360.

14. TERM AND TERMINATION

14.1 Term

This Agreement shall come into force upon the Merchant’s registration or first use of any Service and shall continue until terminated in accordance with this Clause.

14.2 Termination by Merchant

The Merchant may request termination of the Agreement by providing 30 days’ prior written notice to support@losung360.com, subject to: (i) clearance of all outstanding dues; (ii) reconciliation of all pending shipments and transactions; and (iii) any specific termination terms in the applicable Service Order Form or Annexure. There is no pro-rated refund for any remaining subscription period.

14.3 Termination by Losung360

Losung360 reserves the right to immediately suspend or terminate the Merchant’s account: (a) upon breach of any term of this Agreement; (b) where Losung360 in its sole discretion believes the Merchant’s actions pose legal or reputational risk; (c) upon non-payment of dues; (d) for shipping prohibited or counterfeit goods; or (e) for convenience, with reasonable notice.

14.4 Effect of Termination

Upon termination, Losung360 shall deduct all outstanding amounts from COD balances and remit the net amount within 10 days of closure, subject to reconciliation. Access to all Services shall cease immediately upon termination.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of India.

15.2 Dispute Resolution

Any dispute arising out of or in connection with this Agreement shall first be attempted to be resolved amicably within 30 days of written notice by either Party. If not resolved, the dispute shall be submitted to binding arbitration in New Delhi, conducted in English, under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by Losung360. The arbitrator’s decision shall be final and binding. Nothing herein prevents either Party from seeking urgent injunctive relief from a competent court.

15.3 Jurisdiction

Subject to the arbitration clause, the courts of New Delhi, India shall have exclusive jurisdiction over any matter arising under this Agreement.

16. GENERAL PROVISIONS

16.1 Entire Agreement

This Agreement, together with all Annexures, Service Order Forms, SOPs, and SLAs, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior discussions and understandings.

16.2 Amendments

Losung360 reserves the right to modify this Agreement at any time. Changes will be notified via the dashboard or email. Continued use of any Service following such notification constitutes acceptance of the updated terms.

16.3 Assignment

The Merchant may not assign or transfer any rights or obligations under this Agreement without Losung360’s prior written consent. Losung360 may assign this Agreement in connection with a merger, acquisition, or restructuring.

16.4 Severability

If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.

16.5 No Waiver

Failure by either Party to enforce any provision of this Agreement shall not constitute a waiver of that Party’s right to enforce it subsequently.

16.6 No Partnership

Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties. Losung360 is an independent technology service provider.

16.7 Communications

By using the Platform, the Merchant consents to receiving communications from Losung360 via email, SMS, WhatsApp, and other electronic means for transactional, operational, and promotional purposes.

17. CONTACT AND GRIEVANCE OFFICER

For any questions, complaints, or grievances regarding these Terms of Service or the Services, please contact:

 

Customer Support: support@losung360.com

Grievance Email: grievance@losung360.com

Address: 610-613, 6th Floor, Tower-A, Spaze I-Tech Park, Sector-49, Sohna Road, Gurgaon, Haryana, 122018, India

 

You are requested to exhaust the opportunity to redress your grievance through us before initiating any other proceedings.

ANNEXURE-A: COURIER PARTNER TERMS

Where the Merchant uses Courier Partners integrated on the ShipMaxx Platform (including but not limited to Shiprocket-affiliated couriers), the specific service terms, SLAs, and policies of the respective Courier Partner shall apply in addition to this Agreement. The Merchant acknowledges and accepts the Merchant Agreement terms of each such Courier Partner as may be notified from time to time. In the event of any conflict between this Agreement and a Courier Partner’s terms on matters specific to the courier service, the Courier Partner’s terms shall prevail on those specific matters.

ANNEXURE-B: PROHIBITED AND RESTRICTED ITEMS

The following categories of goods are prohibited from being shipped through the Platform. This list is indicative and not exhaustive:

Prohibited Items
  • Narcotics, controlled substances, and psychotropic drugs
  • Arms, ammunition, explosives, and weapons
  • Counterfeit or fake goods and products infringing third-party IP
  • Hazardous, radioactive, or toxic materials
  • Live animals and human remains
  • Currency, bearer instruments, and bullion
  • Pornographic or obscene material
  • Goods banned by Central or State Government orders
Restricted Items (Require Special Declaration and Approval)
  • Precious metals and jewellery (excluding artificial jewellery)
  • Lithium batteries and certain electronic goods
  • Flammable liquids, aerosols, and gases
  • Perishable goods and food items
  • Medicines and pharmaceutical products
  • Alcohol and tobacco products

 

Breach of this Annexure shall entitle Losung360 to seize and dispose of shipments, blacklist the Merchant, and levy liquidated damages of up to Rs. 1,00,000/- per incident, in addition to any legal action.



ANNEXURE-C: INTERNATIONAL SHIPMENT TERMS

For international shipments booked through ShipMaxx, the following additional terms apply:

  • No proof of delivery (POD) will be provided for international shipments. The final status on the Platform is the terminal status.
  • Returns are not available for international shipments. Undelivered shipments will be disposed of after the applicable hold period.
  • COD is not available for international shipments.
  • There is no liability for damaged international shipments. Loss liability is as per the rate table published on the Platform for the relevant Courier Partner and service tier.
  • All customs duties, airport fees, and surcharges incurred in the movement of the shipment are payable by the Merchant.
  • The Merchant is solely responsible for packaging of international shipments. Losung360 accepts no liability for damage due to inadequate packaging.
  • Losung360 reserves the right to modify international shipment SOPs and SLAs in line with Courier Partner requirements.

ANNEXURE-D: COMPLIANCE WITH LAWS

Both Parties agree at all times to comply strictly with all applicable laws, statutes, and regulations including but not limited to:

  • Information Technology Act, 2000 and associated rules
  • Digital Personal Data Protection Act, 2023 (DPDP Act)
  • Consumer Protection Act, 2019 and Consumer Protection (E-Commerce) Rules, 2020
  • Goods and Services Tax laws
  • Foreign Exchange Management Act (FEMA) for international transactions
  • Legal Metrology Act, 2009
  • Competition Act, 2002
  • All applicable Marketplace guidelines and seller policies

 

IN WITNESS WHEREOF, by accepting this Agreement (whether by registration, clicking ‘Accept’, or use of the Services), the Merchant agrees to be bound by all the terms and conditions of this Agreement.