1. Introduction and Scope

These Platform Partner Terms ("Terms") constitute a legally binding agreement between TeamZoro (Private) Limited, a company incorporated in Sri Lanka ("TeamZoro," "Company," "we," "us," or "our"), and any individual or legal entity that registers, accesses, or uses the TeamZoro platform in a provider, seller, fulfillment, or operational capacity ("Platform Partner," "you," or "your").

These Terms apply to all earning or fulfillment roles on the TeamZoro platform, including but not limited to merchants selling physical products, service providers offering in-person or remote services, delivery partners (including ZoroRunners), and any other provider role introduced by TeamZoro from time to time.

By creating an account, listing offerings, accepting requests, or receiving payments through the platform, you acknowledge that you have read, understood, and agreed to be bound by these Terms in full.

2. Nature of the Platform and Independent Relationship

TeamZoro operates solely as a technology-enabled marketplace that facilitates interactions and transactions between independent Platform Partners and Customers. TeamZoro does not provide the goods or services offered on the platform, does not take possession of products, and does not perform services on behalf of Platform Partners.

You expressly acknowledge and agree that your relationship with TeamZoro is that of an independent contractor. Nothing in these Terms creates or implies an employment relationship, partnership, joint venture, agency, fiduciary duty, or representative capacity.

Platform Partners retain full discretion and control over how they perform services, fulfill orders, manage inventory, and comply with applicable laws, subject only to TeamZoro's platform rules, safety standards, and compliance obligations.

3. Eligibility, Registration, and Verification

To operate as a Platform Partner, you must be legally eligible to conduct business and enter binding contracts under applicable law. You agree to provide accurate, current, and complete information during registration and throughout your use of the platform.

TeamZoro may require identity verification, business verification, banking verification, and compliance checks (including KYC) as a condition of onboarding or continued participation. Failure to complete or maintain verification may result in restricted access, withheld payouts, or termination.

TeamZoro reserves the absolute right, at its sole discretion, to approve, deny, suspend, or revoke Platform Partner access at any time.

4. Listings, Offerings, and Representations

Platform Partners are solely responsible for the creation, accuracy, legality, and fulfillment of their listings. All descriptions, pricing, availability, timelines, and representations made to Customers must be truthful, complete, and compliant with applicable law.

You represent and warrant that:

• You have the legal right to offer the goods or services listed.
• Your offerings do not violate any laws, third-party rights, or platform policies.
• You will fulfill accepted orders in good faith and within stated terms.

TeamZoro may remove, modify, or restrict any listing that violates these Terms, platform policies, or legal requirements.

5. Payment Processing, Escrow, and Fund Handling

All Customer payments for goods and services offered by Platform Partners are processed through TeamZoro's payment infrastructure. Funds are held by TeamZoro in a custodial or escrow-like capacity until the applicable transaction lifecycle is completed.

Funds are generally released automatically 24 hours after completion of the service or confirmed delivery of a product, provided no dispute is raised. Platform Partners authorize TeamZoro to delay, withhold, reverse, or adjust payouts where required for dispute resolution, fraud prevention, compliance, or legal obligations.

TeamZoro does not guarantee payout availability where Platform Partners breach these Terms or engage in prohibited conduct.

6. Platform Fees, Refunds, and Adjustments

TeamZoro may charge platform service fees as disclosed at the time of transaction. These fees compensate TeamZoro for providing marketplace infrastructure, payment processing, customer support, dispute handling, and compliance operations.

In cases of provider no-shows, non-delivery, or material breach, TeamZoro may refund platform fees to Customers. In cases of partial fulfillment or negotiated resolution, platform fees may be partially retained or refunded based on the final determination.

Certain revenue streams (including delivery or driver fees) may be displayed for transparency but excluded from recognized platform revenue as an executive business decision. Such exclusion does not waive TeamZoro's right to modify fee structures in the future with notice.

7. Disputes, Refunds, and Case Resolution

TeamZoro operates a hybrid dispute resolution system designed to balance Customer protection, Partner fairness, and platform integrity. Disputes may be evaluated based on transaction data, communications, proof of completion, delivery evidence, and historical behavior.

Platform Partners agree that TeamZoro's determinations regarding refunds, partial refunds, or denial of refunds are final and binding, except where mandatory consumer protection laws require otherwise.

8. Fraud, Abuse, and Enforcement Authority

TeamZoro retains broad authority to detect, investigate, and act upon suspected fraud, abuse, manipulation, circumvention, or misuse of the platform.

Where such conduct is identified, TeamZoro may take actions including, but not limited to:

• Immediate suspension or termination.
• Withholding or clawback of funds.
• Permanent platform bans.
• Legal reporting where required by law.

9. Data Use, Confidentiality, and Platform Integrity

Platform Partners may access limited Customer or transaction data solely for the purpose of fulfilling obligations under accepted transactions. Any other use of platform data is strictly prohibited.

You agree not to:

• Scrape, copy, or reverse engineer the platform.
• Use platform data for off-platform solicitation.
• Share confidential or proprietary information.

All platform technology, software, systems, and intellectual property remain the exclusive property of TeamZoro.

10. Taxes and Regulatory Compliance

Platform Partners are solely responsible for determining, reporting, and paying all applicable taxes arising from their activities on the platform. This includes income tax, VAT, withholding tax, and any regulatory fees.

TeamZoro does not act as a tax advisor and assumes no liability for Platform Partner tax compliance.

11. Suspension, Termination, and Access Controls

TeamZoro may suspend or terminate Platform Partner access immediately where continued operation poses legal, operational, financial, or reputational risk. Termination may occur with or without notice where permitted by law.

Termination does not relieve Platform Partners of obligations accrued prior to termination.

12. Limitation of Liability

To the maximum extent permitted by applicable law, TeamZoro shall not be liable for indirect, incidental, special, punitive, or consequential damages, including loss of income, business opportunity, or reputation.

Where liability cannot be excluded, TeamZoro's liability shall be limited to the minimum amount required by law, and never exceed fees paid to TeamZoro in the relevant transaction period.

13. Indemnification

Platform Partners agree to fully indemnify and hold harmless TeamZoro from any claims, damages, losses, liabilities, or expenses arising from:

• Their offerings.
• Their conduct.
• Violations of law or third-party rights.

14. Governing Law, Jurisdiction, and Future Expansion

These Terms shall be governed by the laws applicable in the Platform Partner's country of residence, unless mandatory law requires otherwise. TeamZoro reserves the right to designate alternative governing law as the platform expands internationally.

15. Amendments and Updates

TeamZoro may update these Terms to reflect platform evolution, regulatory changes, or operational needs. Continued use of the platform constitutes acceptance of updated Terms.

16. Notices and Communications

Legal notices may be delivered electronically via the platform or registered contact details provided by Platform Partners.

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