REFUND POLICY

Last Updated: March 2026

1. Introduction & Scope

This Refund Policy ("Policy") is published by Prozo Integrated Logistics Private Limited (CIN: U74999HR2015PTC054691), having its corporate office at Unit No. 1220, 12th Floor, Enkay Tower, Vanijya Nikunj, Udyog Vihar Phase V, Gurugram, Haryana - 122016, India (hereinafter referred to as "Prozo", "we", "us", or "our").

This Policy governs refunds, credits, and claims across all Prozo services, including but not limited to:

Warehousing & Fulfilment Services
Freight & Logistics Services (ProShip)
Technology Platform Services (Order Management System - OMS, Warehouse Management System - WMS, Transport Management System - TMS)
Quick Commerce & Hyperlocal Delivery Services

By engaging with any Prozo service, you acknowledge and agree to the terms outlined in this Policy. This Policy should be read in conjunction with the applicable Master Services Agreement (MSA) or Service Order executed between Prozo and the client.

2. Definitions

Refund: A monetary reversal to the client's bank account or original payment source for amounts paid in excess or for services not rendered as agreed.
SLA Credit: A non-cash credit applied to the client's account or future invoices as compensation for service-level shortfalls, calculated as a percentage of the applicable monthly service fee.
Cargo Claim: A formal request for compensation arising from loss, damage, or deterioration of goods while in Prozo's custody during warehousing, transit, or last-mile delivery.
Service Fee: The total consideration payable by the client for Prozo services as defined in the applicable contract, inclusive of warehousing charges, freight charges, technology subscription fees, and any ancillary charges.
Wallet Balance: The prepaid monetary balance maintained in the client's ProShip Wallet, used to avail Prozo's logistics and freight services.
Billing Cycle: The periodic invoicing interval (monthly, quarterly, or as defined in the contract) for Prozo services.
Force Majeure: Any event or circumstance beyond Prozo's reasonable control, including but not limited to natural disasters, pandemics, epidemics, government orders, war, civil unrest, strikes, lockouts, or infrastructure failures.

3. Warehousing & Fulfilment Refunds

Contract Termination: In the event of contract termination by either party, Prozo shall issue a pro-rata refund of any prepaid storage fees for the unused portion of the contracted period. A minimum of 30 calendar days' written notice is required for termination. The refund shall be net of any outstanding dues, penalties, or liquidated damages as specified in the MSA.
Overpayment: Any overpayment identified during billing reconciliation shall be refunded within 15 business days of confirmation by both parties.
Service Failure (SLA Breach): Where Prozo fails to meet agreed warehousing SLAs (e.g., order processing time, inventory accuracy, dispatch timelines), SLA credits shall be applied to the next billing cycle. Service failures do not entitle the client to cash refunds unless expressly provided in the contract.
Inventory Damage by Prozo: If goods stored in a Prozo-managed warehouse are damaged due to Prozo's negligence, Prozo shall compensate the client up to the declared value per unit as stated in the inbound records. The client must file a claim within 7 calendar days of discovering the damage, accompanied by photographic evidence and proof of declared value.

4. Freight & Logistics Refunds (ProShip)

ProShip Wallet Refund: Consequent to utilisation of the wallet, in case a client wants the unutilised and undisputed wallet balance refunded, the client must submit a written refund request with valid documentary evidence to the Prozo logistics and finance teams. Once the amount is validated by the finance team after thorough reconciliation, the refund shall be processed via NEFT within 7 working days.
Freight Overcharges: Disputes related to weight or dimension discrepancies must be raised within 7 days of invoice receipt. Prozo shall complete the dispute resolution process within 10 business days, and any confirmed overcharge shall be issued as a credit to the wallet or refunded to the client's bank account.
Failed Delivery Due to Prozo Fault: Where a delivery fails solely due to an error attributable to Prozo (e.g., misrouting, carrier non-attempt despite correct address and availability), the applicable shipping charges shall be reversed in full.
COD Remittance: Cash-on-delivery remittances shall be processed per the remittance cycle defined in the client's contract. Disputes regarding COD remittance amounts must be raised within 7 days of the scheduled remittance date.
RTO (Return to Origin): RTO shipments shall be charged as per the applicable rate card. Shipping fees for RTO shipments are non-refundable unless the RTO was caused by a demonstrable Prozo error.

5. Quick Commerce & Hyperlocal Refunds

Cancelled Orders Before Dispatch: If an order is cancelled before the shipment is dispatched from the dark store or fulfilment hub, the client shall receive a full refund of delivery charges.
SLA Breach (Delivery Time Exceeded): Where Prozo exceeds the committed delivery time as defined in the SLA, credits shall be applied to the client's account in accordance with the agreed SLA terms and penalty structure.
Damaged Goods in Transit: If goods are damaged during hyperlocal transit while in Prozo's custody, Prozo shall provide replacement or compensation up to the declared value of the goods, subject to the client filing a claim with photographic evidence within 48 hours of delivery.

6. Technology Platform Refunds (OMS / WMS / TMS SaaS)

Subscription Fees: Annual and monthly subscription fees for Prozo's technology platforms (OMS, WMS, TMS) are non-refundable once the platform has been activated and access credentials have been issued. In the event of platform downtime exceeding the committed SLA of 99.5% uptime, pro-rata SLA credits shall be applied to the client's account for the affected period.
Setup & Integration Fees: One-time setup, onboarding, and custom integration fees are non-refundable once implementation work has commenced.
Subscription Overpayment: Any overpayment on subscription invoices shall be identified during reconciliation and credited to the next billing cycle.

7. SLA Credits

SLA credits are the primary remedy for service-level shortfalls and are governed by the following terms:

SLA credits are calculated as a percentage of the monthly service fee attributable to the underperforming service, as defined in the applicable SLA schedule.
Credits are applied automatically to the next invoice upon validation by Prozo's operations team.
SLA credits are non-transferable between services, accounts, or entities and are not redeemable for cash.
Unused SLA credits shall expire 12 months from the date of issuance.
The aggregate SLA credits in any given month shall not exceed the total service fee for that month unless otherwise agreed in the contract.

8. Cargo Loss & Damage Claims

Prozo takes utmost care in handling shipments. However, in the event of cargo loss or damage, the following claims process applies:

Filing Deadline: Claims must be filed within 7 calendar days of delivery (or within 7 days of the expected delivery date for lost shipments).
Required Documentation: All claims must include: proof of declared value (commercial invoice or purchase order), photographs of damage (for damage claims), AWB number or shipment ID, copy of the tax invoice, and a brief description of the issue.
Investigation Timeline: Prozo shall investigate all valid claims within 15 business days of receipt of complete documentation.
Compensation: Approved claims shall be compensated up to the declared shipment value or ₹5,000 per shipment, whichever is lower, unless the client has purchased enhanced cargo coverage under a separate agreement.
Exclusions: The following are excluded from cargo claims:
- Perishable goods that have exceeded their shelf life
- Prohibited, restricted, or hazardous items as per applicable law or Prozo's shipping policy
- Damage arising from inadequate or improper packaging by the shipper
- Loss or damage caused by Force Majeure events
- Shipments where declared value was not provided at the time of booking

9. Refund Process

All refund requests shall be processed through the following steps:

Submit Request: The client must submit a refund request via email to financeteam@prozo.com or through the ProShip / OMS dashboard. The request must include the relevant transaction details, invoice references, and reason for the refund.
Acknowledgement: Prozo shall acknowledge receipt of the refund request within 2 business days.
Reconciliation & Validation: Prozo's finance team shall conduct a thorough reconciliation and validation of the claim within 5 to 10 business days. The client may be asked for additional documentation during this period.
Refund Processing: Approved refunds shall be processed via NEFT or RTGS to the client's designated bank account within 7 working days of approval. The actual time for the amount to reflect may vary depending on banking procedures.

Required Documents: KYC documents (PAN, GST certificate), cancelled cheque or bank account verification letter, and relevant transaction records or invoices.

10. Non-Refundable Items

The following charges are strictly non-refundable under all circumstances:

Platform setup, onboarding, and configuration fees
Custom integration and software development charges
Warehouse space charges for the period already consumed
Used or generated shipping labels and AWBs
Expedited handling and priority processing surcharges
Penalties or surcharges levied for shipping prohibited, restricted, or mis-declared goods
Any charges for services already rendered and accepted

11. Dispute Resolution

Prozo is committed to resolving all refund and claims disputes in a fair and timely manner. The following escalation mechanism shall apply:

Level 1 - Account Manager: The client's designated Account Manager shall be the first point of contact for all disputes.
Level 2 - Head of Operations: If the dispute is not resolved within 10 business days, it shall be escalated to Prozo's Head of Operations.
Level 3 - VP Finance: If the dispute remains unresolved after Level 2, it shall be escalated to the VP Finance for final internal review.

If the dispute is not resolved through the internal escalation process within 30 calendar days, either party may initiate mediation as per the Terms & Conditions of the applicable agreement. As a final recourse, the dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, with the seat of arbitration in Gurugram, Haryana, India. The arbitration shall be conducted in English by a sole arbitrator mutually appointed by the parties.

12. Force Majeure

Prozo shall not be liable for any refunds, SLA credits, or compensation for service disruptions, delays, or failures caused by Force Majeure events, including but not limited to natural disasters (floods, earthquakes, cyclones), government orders or regulatory actions, strikes, lockouts, or labour disputes, pandemics or epidemics, wars, civil unrest, or acts of terrorism, and infrastructure or telecommunication failures beyond Prozo's control. Prozo shall make commercially reasonable efforts to resume services at the earliest and shall keep the client informed of the status.

13. Tax Treatment

All refunds shall be processed net of any applicable Goods and Services Tax (GST) that has already been remitted to the government. Prozo shall issue credit notes in compliance with applicable GST regulations. Clients are advised to consult their tax advisors regarding the treatment of refunds and credits for their GST filings.

14. Policy Updates

Prozo reserves the right to amend, modify, or update this Policy at any time. Any material changes shall be communicated with at least 30 days' prior notice by publishing the revised Policy on the Prozo website (www.prozo.com/refund-policy). Continued use of Prozo services after the effective date of the revised Policy shall constitute acceptance of the updated terms.

15. Contact Information

For any queries, refund requests, or claims, please contact us through the following channels:

Finance & Refunds: financeteam@prozo.com
Cargo Claims: claims@prozo.com
Compliance Officer: Vaibhav Dhawan - compliance.officer@prozo.com
Phone: +91 9311847248
Corporate Office: Unit No. 1220, 12th Floor, Enkay Tower, Vanijya Nikunj, Udyog Vihar Phase V, Gurugram, Haryana - 122016, India