Terms & Conditions for Retailers

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Last Updated: July 31, 2026  |  All Terms

These terms and conditions ("Terms") govern your participation as a "Retailer" (a merchant, store, restaurant, or business — "you", "your") on the "Zippyly" platform (the mobile application and https://zippyly.com, together the "Platform") operated by Zippyly, a brand of Antilver Systems Private Limited (CIN: U62099KA2026PTC220880), a company incorporated under the Companies Act, 2013 (Registered Office: Bangalore, Karnataka, India) ("Zippyly", "Company", "we", "us", or "our"). Zippyly provides a technology platform that lets you list products, receive customer orders, and have those orders delivered to customers ("Customers") through independent third-party captains ("Captains"). By registering as a Retailer, you confirm that you have read, understood, and agree to these Terms and our Privacy Policy. If you do not agree, please do not register.

1. Eligibility and Registration

• You must be a validly constituted business (or an individual aged 18 or above lawfully carrying on business) able to enter into a binding contract.
• You must hold and maintain all registrations, licences, and permits required to sell your products — including, where applicable, FSSAI registration/licence for food, GST registration, and trade or municipal licences.
• You must register and create an account ("Your Account") with accurate business, contact, bank, and tax details, keep them current, and keep your credentials confidential. You are responsible for all activity under Your Account.
• We may verify your identity and documents directly or through third parties, and may suspend or refuse onboarding if we cannot verify them.
• For product categories we designate as higher-risk (including electronics, cosmetics and personal-care items, branded apparel and accessories, and pharmaceuticals), we may require additional documentation before you may list in that category — see Section 15.

2. Listings, Pricing and Catalogue

• You are responsible for the accuracy of your listings — product names, descriptions, images, weights/quantities, prices, taxes, allergen or ingredient information (for food), and availability.
• Prices you display must be accurate and inclusive of applicable taxes unless stated otherwise, and must not be higher than the price you charge for the same item through your own or other channels, unless agreed with us.
• You must promptly update or remove items that are out of stock, discontinued, or that you can no longer lawfully sell.
• You must not list any item that is illegal, counterfeit, unsafe, recalled, restricted, or prohibited by law, or that you do not have the right to sell.

3. Orders and Fulfilment

• When a Customer places an order, you will accept and prepare it promptly and accurately, in line with the listing and any timelines shown on the Platform.
• You will package items securely, hygienically, and appropriately for transit, and tamper-evidently where required (especially for food), and hand them to the assigned Captain in good condition.
• You are responsible for the correctness, quality, safety, and condition of items at the point of handover. Risk in perishable or fragile goods, and responsibility for correct preparation and packaging, rests with you.
• You will not hand Captains any item that differs from the order or that is prohibited under these Terms or applicable law.

4. Pricing, Fees and Payments

• You authorise us to collect order amounts from Customers on your behalf (where we facilitate payment) and to remit them to your registered bank account after deducting our commission, platform, delivery, payment-gateway, and other applicable fees, plus taxes, as published or agreed from time to time.
• Our fees and the settlement cycle will be as set out on the Platform or in a separate commercial arrangement with you, and may be updated with notice.
• You are responsible for issuing tax-compliant invoices to Customers for the products you sell and for charging, collecting, and remitting all applicable taxes (including GST). We are not responsible for your tax obligations.
• Cash-on-delivery amounts (where offered) collected by Captains will be reconciled and settled in accordance with our settlement process.

5. Customer Protection

• You will honour the prices, offers, and product details shown to Customers and supply goods that match their description and meet applicable quality and safety standards.
• You will handle Customer complaints relating to your products promptly and fairly, and provide refunds, replacements, or remedies for missing, incorrect, defective, spoiled, or unsafe items in accordance with applicable consumer-protection law and our policies.
• You will comply with all applicable laws, including the Consumer Protection Act, 2019, the Legal Metrology Act, 2009 (weights and measures), food-safety laws, and labelling and packaging requirements.

6. Representations and Warranties

• You have the authority and all rights, licences, and permits needed to sell and supply your products and to perform these Terms.
• Your products are genuine, lawfully sourced, safe, and compliant with applicable law, and do not infringe any third party's intellectual-property or other rights.
• The information you provide to us is true, accurate, and complete.

7. Prohibited Items

You must not list, sell, or hand over for delivery any item that is unlawful, restricted, or requires a special licence you do not hold — including (without limitation) intoxicants, narcotic or psychotropic substances, tobacco where prohibited, weapons or ammunition, hazardous or flammable materials, counterfeit or stolen goods, prescription items dispensed unlawfully, or any other item prohibited under applicable law.

8. Relationship Between the Parties

You operate as an independent contractor on a principal-to-principal basis. Nothing here creates a partnership, joint venture, agency, franchise, or employment relationship. The sale of products is a contract between you and the Customer; Zippyly is an intermediary providing technology and logistics facilitation and is not the seller of your products.

9. Confidentiality and Data

You will keep confidential all non-public information you receive through the Platform, including Customer details and our business information, and use Customer data only to fulfil orders and as permitted by us and applicable law. Handling of personal data is governed by our Privacy Policy.

10. Intellectual Property

The Company (or its licensors) owns all rights and intellectual property in the Platform and its content. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Platform to list products and manage orders. You grant us a licence to use your business name, logo, and listing content to display and promote your offerings on the Platform. You will not copy, modify, reverse-engineer, or build a competing product from the Platform.

11. Indemnity

You will indemnify and hold harmless the Company, its affiliates, and their officers, directors, agents, and employees from any claim, loss, liability, damage, or cost arising out of: your products (including quality, safety, defects, counterfeiting, or infringement of any third party's trademark, copyright, or other intellectual-property rights, or harm caused); your breach of these Terms or applicable law; your tax or licensing defaults; or any Customer, brand owner, or third-party claim relating to items you supply.

12. Disclaimers and Limitation of Liability

The Platform is provided on an "as is" and "as available" basis, and we disclaim all warranties to the maximum extent permitted by law. We are not responsible for your products, your dealings with Customers, or losses caused by factors beyond our reasonable control. To the fullest extent permitted by law, we will not be liable for any indirect, incidental, special, punitive, or consequential damages, and our total aggregate liability arising out of or in connection with these Terms will not exceed the total fees you paid to us in the month preceding the event giving rise to the claim, or INR 1,000 (Rupees One Thousand), whichever is higher.

13. Data Retention, Server Availability and Backups

We take reasonable technical and organisational measures to protect data on our systems, but the Platform and the infrastructure we and our service providers rely on may be affected by an outage, hardware or software failure, cyberattack, force-majeure event, or other technical failure resulting in service interruption or the loss, corruption, or unavailability of data — including your catalogue, order history, and payment/settlement records. To the fullest extent permitted by law, neither Zippyly nor Antilver Systems Private Limited will be liable for any loss, damage, penalty, or liability (including any regulatory, tax, or accounting penalty) arising from such loss, corruption, or unavailability of data. You are responsible for independently maintaining your own records and backups of your product catalogue, order history, invoices, settlement statements, and any other business, tax, or accounting records you are required by law to maintain, and should not rely on the Platform as your sole or statutory record-keeping system. We retain data only for as long as reasonably necessary for the purposes described in our Privacy Policy, applicable law (including our payment processor's record-retention requirements), or a legitimate business purpose, and do not guarantee indefinite retention or recovery of data after your store is closed or your account is deleted.

14. Suspension and Termination

We may suspend or terminate your access immediately for breach of these Terms, repeated Customer complaints, sale of prohibited or unsafe items, fraud, legal non-compliance, or conduct harmful to Customers or our reputation. Either party may otherwise terminate on reasonable written notice. On termination, you will stop listing products and using the Platform, we will settle undisputed amounts due to you after permitted deductions, and you will cease holding yourself out as associated with Zippyly. See Section 15 for our specific process and additional consequences relating to counterfeit, unsafe, or fraudulently listed goods.

15. Authenticity, Counterfeit Goods and Fraud Response

Beyond the general representations in Section 6, you specifically warrant that every product you list is authentic, was lawfully sourced from a party entitled to sell it, and does not infringe the trademark, copyright, patent, or other intellectual-property rights of any third party. For product categories we designate as higher-risk (including electronics, cosmetics and personal-care items, branded apparel and accessories, and pharmaceuticals), we may require you to provide, at onboarding or at any later time, proof of sourcing such as purchase invoices from an authorised distributor, a brand-authorisation letter, or equivalent documentation, before you may list in that category or continue to do so.

We may, at any time and without prior notice, request additional documentation for a specific listing, conduct test purchases of your products, or verify a listing against publicly available brand or regulatory information. Where a listing appears to be counterfeit, unsafe, unlawfully sourced, or otherwise non-compliant, we may remove it immediately and place any pending payout relating to it on hold pending investigation, without this constituting a breach of our payment obligations to you under Section 4.

Our response to confirmed or suspected violations is graduated and proportionate to severity and pattern, and may include, in any order or combination we consider appropriate: removal of the specific listing; a formal warning; placing your account payouts on hold pending investigation; temporary suspension pending review; and permanent termination under Section 14. A single credible complaint may be sufficient for the more serious of these responses where the item poses a safety risk (such as counterfeit medicines, electrical goods, or food) or where the evidence of counterfeiting or fraud is clear, and need not wait for a pattern of complaints.

Where we confirm that you have knowingly sold counterfeit, stolen, unsafe, or otherwise unlawful goods, we reserve the right, in addition to permanent termination, to: report the matter to the relevant brand or rights owner, who may pursue civil or criminal remedies against you directly, including under the Trade Marks Act, 1999 and the Copyright Act, 1957; report the matter to the police or other law-enforcement or regulatory authority, including in relation to offences concerning cheating, criminal breach of trust, or the sale of counterfeit or unsafe goods under the Bharatiya Nyaya Sanhita, 2023 (or, where applicable, the Indian Penal Code, 1860); and disclose your Retailer Information (including the identity, GST, and PAN details collected under Section 1) to such brand owner or authority in connection with that complaint or investigation, subject to applicable law. This is in addition to, and does not limit, our indemnity rights under Section 11.

We keep a record of enforcement actions taken against your account. A retailer terminated for confirmed counterfeiting, fraud, or repeated safety violations will not be permitted to re-register on the Platform, whether under the same or a different business entity where we reasonably believe it to be a continuation of the same business.

16. Governing Law, Jurisdiction and Dispute Resolution

These Terms are governed by the laws of India. The parties will first attempt to resolve any dispute amicably; failing settlement within 15 days, it will be referred to arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed mutually, conducted in English, seated in Bangalore, Karnataka, with the award being final and binding. Subject to arbitration, the competent courts in Bangalore, Karnataka will have exclusive jurisdiction.

17. Amendment, Assignment and Severability

We may amend these Terms with notice; continued use after changes are posted means you accept them. You may not assign your rights without our prior written consent; we may assign ours without notice. If any provision is found invalid or unenforceable, it will be severed and the rest will remain in force.

18. Notices and Grievance Redressal

We may give notice by a general posting on the Platform, by email to your registered address, or by post. For support, contact support@zippyly.com or +91 80735 29687 (24x7). Complaints, disputes, or grievances may be addressed to our Grievance Officer, handled as required by law:

• Grievance Officer: Anshul Sood
• Email: grievance@antilver.com