Terms and Conditions

Terms and Conditions

These terms and conditions (“Terms”) govern the use of services made available on or through Zupgro Terms and/or the ‘Zupgro’ mobile app (collectively, the “Platform”, and together with the services made available on or through the Platform, the “Services”). These Terms also include our privacy policy, available at Privacy Policy, and any guidelines, additional, or supplemental terms, policies, and disclaimers made available or issued by us from time to time (“Supplemental Terms”). The Privacy Policy and the Supplemental Terms form an integral part of these Terms. In the event of a conflict between these Terms and the Supplemental Terms with respect to applicable Services, the Supplemental Terms will prevail.

The Terms constitute a binding and enforceable legal contract between Zupgro (a company having registered Office at Chennai and its affiliates (“Zupgro”, “we”, “us”, or “our”), and you, a user of the Services, or any legal entity that books the Zupgro Services (as defined below) on behalf of end-users (“you” or “User”). By using the Services, you represent and warrant that you have full legal capacity and authority to agree to and bind yourself to these Terms. If you represent any other person, you confirm and represent that you have the necessary power and authority to bind such person to these Terms.

By using the Services, you agree that you have read, understood, and are bound by, these Terms, as amended from time to time, and that you will comply with the requirements listed here. These Terms expressly supersede any prior written agreements with you. If you do not agree to these Terms, or comply with the requirements listed here, please do not use the Services.

1. Services

1. The Services include the provision of a technology Platform that enables you to arrange and schedule on-demand and subscription-based homely food / chef for you / utensil cleaning / food serving services / Dance team for you / Magician at home / any additional services with independent third-party service providers / amateur cooks / chefs (“Partners”). As a part of the Services, Zupgro facilitates the transfer of payments to Partners for the services they render to you and collects payments on behalf of such Partners.
2. The services rendered by Partners such as cooking, cleaning of kitchen / utensil, and other such services are referred to as “Zupgro Services”. For the avoidance of doubt, it is specifically clarified that the term “Services” does not include the Zupgro Services. Zupgro only provides the Services, does not provide the Zupgro Services, and is not responsible for the provision of the Zupgro Services. Partners are solely liable and responsible for the Zupgro Services that they offer or otherwise provide through the Platform, and any recourse that you may have / take in relation to the Zupgro Services shall solely be against / in relation to the Partner(s). Zupgro and its affiliates do not employ the Partner, nor are the Partner’s agents, contractors, or partners of Zupgro and/or its affiliates. Partners do not have the ability to bind or represent Zupgro.
3. The Platform is for your personal and non-commercial use only, unless otherwise agreed upon between you and Zupgro in accordance with the terms of a separate agreement. Please note that the Platform is intended for use only within India.
4. An integral part of the Services is Zupgro’s ability to send you messages (including on text, WhatsApp, through the application/platform of Zupgro), electronic mails, for various reasons including in connection with your bookings / subscriptions / your utilization of the Services, or as a part of promotional, marketing and other commercial strategies of Zupgro.
5. In certain instances, you may be required to furnish identification proof to avail the Services or the Zupgro Services, and hereby agree to do so. Failure to comply with this request may result in your inability to use the Services or Zupgro Services.
6. Zupgro Credits
   1. Zupgro may, in its sole discretion, offer promotional codes, offers/coupons, discounts, refunds, etc. in various forms, including as credits, other features or benefits related to the Services, and/or Zupgro Services, subject to any additional terms that may apply on a promotional code (“Zupgro Credits”).
   2. You agree that you shall use Zupgro Credits lawfully, and only for the purposes specified; shall not duplicate, sell, or transfer them unless permitted; they may be disabled at any time; are not valid for cash; and may expire before use.
   3. Zupgro may, at its discretion, offer different Zupgro Credits to different users.
   4. Zupgro reserves the right to withhold or deduct credits or benefits if they were obtained in error or through fraudulent, illegal, or violating means.

2. Account Creation

1. To avail the Services, you will be required to create an account on the Platform (“Account”). You must be at least 18 years old.
2. You warrant that all information furnished is true and accurate. You agree to update this info in case of changes.
3. You are solely responsible for maintaining the confidentiality of your Account credentials.
4. You are liable for all activities on your Account, including unauthorized use.
5. You agree to receive communications from us for payments, promotions, and service information.

3. User Content

1. The Platform may contain features that allow users to post comments, reviews, suggestions, or other content (“User Content”).
2. Zupgro may request reviews for quality control. You must not post false or misleading content.
3. You grant us a license to use and distribute your User Content for providing and promoting Services.
4. You waive moral rights related to User Content.
5. Zupgro may remove User Content that violates these Terms.

4. Consent to Use Data

1. You agree to Zupgro’s collection and use of your personal data as per our Privacy Policy.
2. You consent to us sharing your data with affiliates or third parties for analytics, marketing, offers, and services.
3. We may disclose your data to law enforcement or government bodies when required by law.

5. Bookings and Subscriptions

1. Orders: You can request Zupgro Services for specific durations or times. If no Partner is available, we may suggest alternatives or cancel the request.
2. Confirmation: You will receive confirmation via SMS, WhatsApp, email, or push notification. Payments must be made after confirmation.
3. Cancellations: You may cancel before confirmation without charge. Fees may apply if cancelled after confirmation or midway.
4. Substitution: If your chosen Partner is unavailable, Zupgro may provide an alternate Partner.

6. PRICING, FEES, AND PAYMENT TERMS

(a)

Zupgro reserves the right to charge you for the different Services you may avail and/or for any other facilities you may opt for, from time to time on or via the Platform.

(b) Charges and Fees in respect of Zupgro Services:

• (i) In respect of Zupgro Services that you seek to avail through the Platform, the amount indicated at the time of booking as well as the amounts towards (a) any additional Zupgro Services you may avail and (b) out of pocket expenses incurred by the Partners are termed as “Charges”. In addition to the Charges payable to Partners, Zupgro reserves the right to charge you a convenience fee for facilitating the booking and transferring payments to the Partners (this fee is referred to as “Fees”). You acknowledge that the final bill you receive may include additional charges, including without limitation, a safety fee, warranty fee, insurance fee, or Partner welfare fee.
• (ii) Zupgro shall notify you of the applicable Charges, Fees, and payment methods at the time of booking. Generally, you may make payments for Zupgro Services through credit cards, debit cards, net banking, wallets, or UPI upon booking. We have the right to modify and otherwise restrict the modes of payment available to you. We do not accept payments via cash for any bookings, and if you provide any cash/advances/loans etc. to a Partner, Zupgro shall not be responsible for any loss suffered by you.
• (iii) The Charges and Fees may be payable at the time of making a booking as specified by Zupgro.
• (iv) For the avoidance of doubt, please note that the Charges are payable to Partners, and Zupgro acts as a limited collection agent on behalf of such Partners to collect and transfer amounts due to them.
• (v) Taxes: All Charges and Fees are inclusive of applicable taxes.
• (vi) Zupgro reserves the right to reasonably amend the Charges and Fees at any time at its sole discretion. A change in Fees shall not impact any bookings that have been confirmed before the publication of the revised Fees on the Platform.
• (vii) Charges and Fees that you pay are final and non-refundable, unless otherwise determined by Zupgro or required by applicable laws. Under certain laws, you may be entitled to a refund or other remedies for a failure in the provision of the Services.
• (viii) You acknowledge and agree that Charges and Fees applicable in certain geographical areas may increase substantially during times / time slots of high demand. Zupgro will use reasonable efforts to inform you of the Charges and Fees that may apply. However, by using the Zupgro Services, you will be responsible for the Charges and Fees incurred under your Account regardless of your awareness of such Charges or Fees.

(c) Payment Processors:

We may use a third-party payment processor (“Payment Processor”) to bill you through your selected mode of payment. The processing of payments will be subject to the terms and policies of such Payment Processor in addition to these Terms. We shall not be liable for any error of the Payment Processor. In the event of any unsuccessful payment, the money debited shall be credited in accordance with the terms of the Payment Processor.

(d) Cancellation:

You may elect to cancel your request for services from a Partner at any time prior to such Partner’s arrival, or midway during subscription, if such cancellation is for a subscription based Zupgro Service in which case you may be charged a cancellation fee in accordance with Zupgro’s cancellation policy. Zupgro reserves the right to charge you, or otherwise deduct applicable taxes in respect of such cancellation fee.

(e) Subscriptions:

Zupgro may from time to time offer subscription packages for Zupgro Services (howsoever named) for monetary consideration. The packages shall provide Users with additional benefits, which may include the ability to avail discounted Zupgro Services or such other premium services like star cleaner, monthly visit from an experienced Partner at no additional charge, etc. You acknowledge that such subscription packages will be subject to additional terms and conditions that will be deemed to be an integral part of these Terms, and that you may be required to execute a separate agreement with the Partner(s) providing you such subscription / monthly / quarterly Zupgro Services, and you shall, in addition to the terms herein, be bound by those conditions as well.

(f) Gratuities:

Zupgro does not designate any portion of your payment as a tip or gratuity to the Partner. Any representation by Zupgro to the effect that tipping is “voluntary”, “not required”, and/or “included” in the payments you make for Zupgro Services is not intended to suggest that Zupgro provides any additional payments to Partners. You understand and agree that while you are free to provide additional payment as a gratuity to any Partner who provides you with Zupgro Services, you are under no obligation to do so. Gratuities are voluntary.

7. USER CONDUCT

(a) Zupgro prohibits discrimination against Partners, including on the basis of race, religion, caste, national origin, disability, sexual orientation, sex, marital status, gender identity, age, or any other characteristic that may be protected under applicable law. Such discrimination includes but is not limited to any refusal to accept Zupgro Services based on any of these characteristics.

(b) We request that you treat all Partners with courtesy and respect, and that you provide them with a safe, clean, and appropriate location to perform the Zupgro Services. Partners shall be entitled to refuse to perform Zupgro Services if you have not provided a safe, clean, and appropriate location for them, or you behave towards them in a manner which is discourteous, disrespectful, abusive, or otherwise inappropriate. We reserve the right to withhold access to the Services and otherwise limit your access to Zupgro Services at our absolute discretion, for any purpose whatsoever, including if you behave towards any Partner in a manner which is discourteous, disrespectful, or abusive, or which we otherwise deem to be inappropriate or unlawful.

(c) You agree that you will be liable for discriminating against Partners or for any failure, intentional or otherwise to provide the Partners a safe, clean, and appropriate location for them to perform the Zupgro Services. Additionally, you will also disclose any and all information that may have a bearing on the ability of the Partner to perform the Zupgro Services or impact the Partner’s health, safety, or well-being, to Zupgro and the Partner.

(d) You agree that in the event a Partner behaves in a manner that is discourteous, disrespectful, abusive, inappropriate, or in violation of the law, you shall be required to report such incident to compliances@zupgro.life at the earliest but in any event within 48 (forty eight) hours of such incident.

8. THIRD-PARTY SERVICES

(a) The Platform may include services, content, documents, and information owned by, licensed to, or otherwise made available by, a third party, including links to/coupons for / products sold by third party manufacturers (“Third-Party Services”) and contain links to Third Party Services. You understand and acknowledge that Third Party Services are the sole responsibility of the third party that created or provided it and that use of such Third-Party Services is solely at your own risk. Any warranties, refunds, claims, replacements etc. for any Third-Party Services (including products sold by third parties), marketed through our Platform/ by us (whether online or offline), including any promotional coupons, samples, etc. shall solely be between you and such relevant third party.

(b) We make no representations and exclude all warranties and liabilities arising out of or pertaining to such Third-Party Services, including their accuracy or completeness. Should you avail / purchase a Third-Party Service, you shall be governed and bound by the terms and conditions and privacy policy of the third parties providing the Third-Party Services. Further, all intellectual property rights in and to Third Party Services are the property of the respective third parties.

9. YOUR RESPONSIBILITIES

(a) You represent and warrant that all information that you provide in relation to the Services and Zupgro Services is complete, true, and correct on the date of agreeing to these Terms and shall continue to be complete, true, and correct while you avail the Zupgro Services. Should any information that you provide change during the existence of these Terms, you undertake to immediately bring such change to our notice. We do not accept any responsibility or liability for any loss or damage that you may suffer or incur if any information, documentation, material, or data, provided to avail the Services is incorrect, incomplete, inaccurate, or misleading or if you fail to disclose any material fact.

(b) You shall extend all cooperation to us in our defence of any proceedings that may be initiated against us due to a breach of your obligations or covenants under these Terms.

(c) In respect of the User Content, you represent and warrant that:

1. you own all intellectual property rights (or have obtained all necessary permissions) to provide User Content and to grant the licences under these Terms;
2. you are solely responsible for all activities that occur on or through your account on the Platform and all User Content;
3. the User Content does not and shall not violate any of your obligations or responsibilities under other agreements;
4. the User Content does not and shall not violate, infringe, or misappropriate any intellectual property right or other proprietary right including the right of publicity or privacy of any person or entity;
5. the User Content does not and shall not contain any viruses, corrupted data, or other harmful, disruptive, or destructive files or content;
6. the User Content does not and shall not violate any third-party rights; and
7. the User Content
   1. does not belong to any other person to which you do not have any right,
   2. does not threaten the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, public order, cause incitement to the commission of any cognisable offence, prevents investigation of any offence, or is insulting another nation,
   3. is not defamatory, grossly harmful, blasphemous, paedophilic, invasive of another’s privacy, discriminatory based on gender, ethnically objectionable, disparaging, relating to, or encouraging money laundering or gambling, libellous, hateful, racist, violent, obscene, pornographic, unlawful, harmful to children, or
   4. otherwise offensive, objectionable, or restricts, or inhibits, any other person from using or enjoying the Services.

(d) You shall not use the Services in any manner except as expressly permitted in these Terms. Without limiting the generality of the preceding sentence, you shall not:

1. infringe any proprietary rights, including but not limited to copyrights, patents, trademarks, or trade secrets of any party;
2. except as may be provided hereunder, copy, display, distribute, modify, publish, reproduce, store, transmit, post, translate, create any derivative works from or license the Services;
3. use the Services to transmit any data, or send or upload any material that contains viruses, Trojan horses, worms, timebombs, keystroke loggers, spyware, adware, or any other harmful programmes, or similar computer code, designed to adversely affect the operation of any computer software or hardware;
4. use any robot, spider, other automated device, or manual process to monitor or copy the Services or any portion thereof;
5. engage in the systematic retrieval of content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory;
6. use the Services in (A) any unlawful manner, (B) for fraudulent or malicious activities or (C) in any manner inconsistent with these Terms;
7. decompile, reverse engineer, or disassemble the Services;
8. link to, mirror, or frame, any portion of all or any of the Services; or
9. violate applicable laws in any manner.

(e) You warrant that you shall not engage in any activity that interferes with or disrupts the Services.

(f) You shall not attempt to gain unauthorised access to any portion or feature of the Services, any other systems or networks connected to the Services, to any of our servers, or through the Platform by hacking, password mining, or any other illegitimate means.

(g) You shall not directly or indirectly, in any capacity, solicit, attempt to influence, engage, approach, or accept or encourage the solicitations or approach of, a Partner from whom you have availed Zupgro Services, to either terminate or otherwise cease their registration on or engagement with the Platform, or avail services the same as or similar to the Zupgro Services independently, without booking the Zupgro Services through your Account. You agree that this limitation is reasonable and fair and is necessary for the protection of the privacy and security of Partners and that this will not preclude you from obtaining services the same as or similar to the Partner Services through the Platform or other means. You further agree that any potential harm to Partners from the non-enforcement of this clause far outweighs any potential harm to you.

10. OUR INTELLECTUAL PROPERTY

(a) All rights, titles, and interest in, and to the Services, including all intellectual property rights arising out of the Services, are owned by or otherwise licensed to us. Subject to compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sub licensable, revocable, and limited licence to use the Services in accordance with these Terms and our written instructions issued from time to time. Any rights not expressly granted herein are reserved by Zupgro or Zupgro’s licensors.

(b) We may request you to submit suggestions and other feedback, including bug reports, relating to the Services from time to time (“Feedback”). We may freely use, copy, disclose, publish, display, distribute, and exploit the Feedback we receive from you without any payment of royalty, acknowledgement, prior consent, or any other form of restriction arising out of your intellectual property rights.

(c) Except as expressly stated in these Terms, nothing in these Terms should be construed as conferring any right in, or licence to, our or any third party’s intellectual property rights.

11. TERM AND TERMINATION

(a) These Terms shall remain in effect unless terminated in accordance with the terms hereunder.

(b) We may restrict, deactivate, or terminate your access to, or use of, the Services, or any portion thereof,

1. immediately and at any point at our sole discretion,
   1. if you violate or breach any of the obligations, responsibilities, or covenants under these Terms,
   2. when you cease to become a user of our Services, or
   3. you do not, or are likely not to qualify under applicable law, or the standards and policies of Zupgro or its affiliates, to access and use the Services;
2. upon 30 (Thirty) days’ prior written notice to you; or
3. immediately for any other legitimate business (in the sole discretion of Zupgro), legal, or regulatory reason.

(c) You may terminate these Terms (and consequently your right to the Platform and/or Zupgro Services), at any time, for any reason by sending a notice to Zupgro at compliances@zupgro.life

(d) Upon termination of these Terms:

1. the Account will expire;
2. the Services will “time-out”; and
3. these Terms shall terminate, except for those clauses that are expressly, or by implication, intended to survive termination or expiry.

12. Disclaimers and Warranties

(a) The Services are provided on an “as is” basis without warranty of any kind, express, implied, statutory or otherwise, including without limitation the implied warranties of title, non-infringement, merchantability, or fitness for a particular purpose. Without limiting the foregoing, we make no warranty that the Services will meet your requirements or expectations.

(b) No advice or information, whether oral or written, obtained by you from us shall create any warranty that is not expressly stated in the Terms.

(c) While Zupgro strives to provide accurate information about Zupgro Services and Charges, pricing errors may occur from time to time, and Zupgro makes no warranties of any kind in relation to the Zupgro Services...

(d) You agree and acknowledge that we are merely a Platform that connects you with Partners...

(e) You agree and acknowledge that soliciting or receiving services from any Partner independently is solely at your own risk...

(f) We do not guarantee or warrant and we make no representation regarding the reliability, quality, or suitability of the Partners...

(g) You hereby accept full responsibility for any consequences...

(h) Zupgro will try to, on a best-efforts basis, maintain a complaints management framework...

(i) To the fullest extent permissible by law, we, our affiliates, and our related parties, each disclaim all liability for any loss or damage arising out of, or due to:

1. your use of, inability to use, or availability or unavailability of the any Zupgro Services;
2. the occurrence or existence of any defect, interruption, or delays...
3. the failure of the Services to remain operational for any period of time;
4. the loss of any User Content and any other data...

(j) In no event shall Zupgro, its officers, directors, and employees... be liable to you for any direct, special, indirect, incidental, consequential, punitive, reliance, or exemplary damages...

(k) To the maximum extent permitted by law, our liability shall be limited to the amount of commission we receive...

(l) Nothing in these Terms will exclude or limit any warranty implied by law...

13. Indemnity

You shall indemnify, defend at our option, and hold us, our parent companies, subsidiaries, affiliates, and our officers, employees, directors, agents, and representatives, harmless from and against any claim, demand, lawsuits, judicial proceeding, losses, liabilities, damages, and costs... due to or arising out of your access to the Zupgro Services...

14. Jurisdiction, Governing Laws, and Dispute Resolution

(a) These Terms shall be governed by and construed in accordance with the laws of India. Courts in Chennai shall have exclusive jurisdiction...

(b) Any controversies or disputes shall be resolved by arbitration in Chennai, Tamil Nadu in accordance with the Arbitration and Conciliation Act, 1996...

15. Grievance Redressal

(a) You may contact our designated Grievance Redressal Officer with any complaints or queries through an email to grievances@zupgro.life.

(b) We shall ensure that your complaint is resolved within timelines prescribed by applicable laws.

16. Miscellaneous Provisions

(a) Changes to Terms: The Terms are subject to revisions at any time...

(b) Modification to the Services: We reserve the right to modify or discontinue the Services at any time...

(c) Severability: If any provision of these Terms is deemed unlawful or unenforceable, the remaining provisions will continue in effect...

(d) Assignment: You shall not transfer your rights without our prior written consent. We may assign our rights without notice...

(e) Notices: All notices shall be sent to compliances@zupgro.life.

(f) Third Party Rights: No third party shall have rights to enforce these Terms.

(g) Force Majeure: We shall not be liable if prevented from performing obligations due to events beyond our control...