Terms of Service

1. Agreement to Terms

By accessing or using the Kadaikodi platform ("Platform"), mobile applications, website, and services (collectively, "Services"), you agree to be bound by these Terms of Service ("Terms"). If you disagree with any part of these terms, you do not have permission to access our Services.

These Terms constitute a legally binding agreement between you and Headshot Marketing Pvt. Ltd. ("Kadaikodi," "we," "us," or "our"), part of the Burdenoff Group. International subscription payments are invoiced through Algoshred Technologies Corp (Delaware, USA); the checkout flow identifies which entity issues a given invoice.

The Service is provided AS IS and AS AVAILABLE, with no uptime or response-time service-level agreement on any self-serve plan — an SLA is available only as a separately negotiated Enterprise / cart-operator add-on.

2. Definitions and roles

Kadaikodi is a cart and commerce management platform. Your rights and obligations depend on the role(s) you use:

• • "Customer" means any individual who uses the Platform to discover and order products or services from Merchants
• • "Merchant" / "Seller" means any individual or entity that registers and operates one or more mobile carts or service offerings on the Platform
• • "Worker" means individuals associated with a Merchant to fulfil orders and tasks
• • "Investor" means any individual or entity using the Platform to invest in Merchant businesses, where the investment marketplace is available and lawful
• • "Administrator / operator customer" means a cart-operator company, logistics partner, or enterprise client managing multiple carts or workers under an account
• • "Services" means all features, functionalities, and services provided through the Platform
• • "Content" means any text, images, videos, reviews, or other materials posted on the Platform

We are an intermediary. For orders and service bookings, the contract for the underlying goods or services is between the Customer and the Seller. Kadaikodi provides the platform, payment facilitation, discovery, tracking, ratings and dispute tooling. Kadaikodi is an "intermediary" within the meaning of the Information Technology Act, 2000 and acts as a marketplace e-commerce entity within the meaning of the Consumer Protection (E-Commerce) Rules, 2020; it is not the seller, manufacturer, food-business operator, importer, or service provider of the listed goods/services, except where a listing expressly states that a Burdenoff entity is the seller.

3. User Accounts

3.1 Eligibility and account registration

• • You must be 18 or over and have the legal capacity to contract under the Indian Contract Act, 1872 (or the equivalent in your jurisdiction) to transact, sell, work, or invest
• • Non-transactional / browse-only access is available to users 13 and over. For users aged 13 to the age of majority in their jurisdiction, at sign-up we collect a parent or lawful guardian's email address and send a notification email to the guardian confirming the account. Transactional, selling, working and investing features are not enabled for known minor users
• • You must provide accurate, complete, and current information
• • You are responsible for maintaining the confidentiality of your account credentials
• • You must notify us immediately of any unauthorized account access
• • One person or entity may not maintain multiple accounts

3.2 KYC and verification

To sell, receive payouts, or invest, you must complete identity verification (KYC) as required by our payment partners and applicable law, including RBI KYC norms and, for the investment marketplace, any securities / crowdfunding KYC. This may include PAN, GSTIN (where applicable), bank-account proof, and, for regulated service categories, the relevant licence (e.g., FSSAI registration/licence for food carts). We may suspend selling, payout or investment features until verification is complete.

3.3 Account Types

• • Customer Accounts: Free to create and use for ordering
• • Merchant Accounts: Subject to verification and subscription fees
• • Investor Accounts: Require KYC verification and compliance checks

4. Use of Services

4.1 Acceptable Use

You agree to use our Services only for lawful purposes and in accordance with these Terms and our Acceptable Use Policy. You agree not to:

• • Violate any applicable laws or regulations
• • Infringe upon the rights of others
• • Transmit any harmful or malicious code
• • Attempt to gain unauthorized access to our systems
• • Engage in any fraudulent or deceptive practices
• • Harass, abuse, or harm other users
• • Use automated systems or bots without permission
• • Take transactions off-platform to avoid commission ("platform leakage") where you were introduced to the counterparty through Kadaikodi
• • Use the Service for money laundering, terrorism financing, structuring, or to disguise the origin of funds, or in violation of the Prevention of Money-Laundering Act, 2002 (PMLA)

4.2 Merchant Obligations

• • Maintain all required licenses and permits, including FSSAI registration/licence for food carts and any registration required for other regulated service categories
• • Comply with applicable safety, hygiene, and quality standards
• • Provide accurate catalog, offering, and pricing information
• • Honor confirmed orders and maintain service quality
• • Ensure timely order fulfillment

4.3 Investor Obligations

• • Complete all required KYC verification
• • Invest only funds you can afford to lose
• • Understand and accept investment risks
• • Not engage in market manipulation

4.4 Sanctions and export controls

You represent that you, your users, and your end-customers are not located in or controlled from a country or by a person subject to comprehensive sanctions, and that you will not use the Service in violation of applicable export-control or sanctions / anti-money-laundering laws (US OFAC, EU, UK, India FTDR / DGFT, PMLA).

5. Fees and Payments

5.1 Platform Fees

• • Customers: No platform fees for ordering
• • Merchants: Subscription tiers and commission, confirmed at launch
• • Transaction Fees: Commission on each order (paid by Merchants), per the published pricing
• • Investment Marketplace: Management fees disclosed per opportunity and governed by applicable regulation

5.2 Payment Terms and taxes

• • All fees are exclusive of applicable taxes, duties and similar government charges, including Indian GST (CGST/SGST/IGST), withholding tax, and equalisation levy
• • As a marketplace operator we collect and remit TCS under Section 52 of the CGST Act, 2017 and comply with TDS under Section 194-O of the Income-tax Act, 1961 where the law requires it. Indian B2B Sellers / operators must provide a valid GSTIN at the time of order where required
• • Payments are processed through secure third-party providers (Razorpay in India; Stripe internationally); we do not store full card details
• • Refunds are subject to our Refund Policy and the Consumer Protection (E-Commerce) Rules, 2020
• • Undisputed subscription amounts unpaid for more than 30 days accrue interest at the lower of 1.5% per month or the maximum rate permitted by law; for Indian micro / small enterprises under the MSMED Act, 2006, the interest rate prescribed under that Act applies where mandated. Failed or overdue payments may result in service suspension after notice

6. Content and Intellectual Property

6.1 User Content

By posting content on Kadaikodi, you grant us a non-exclusive, worldwide, royalty-free license to:

• • Use, reproduce, and display your content on the Platform
• • Modify content for formatting and display purposes
• • Use reviews and ratings for promotional purposes

6.2 Platform Content

All Platform content, including logos, designs, text, graphics, and software, is the property of Kadaikodi or its licensors and is protected by intellectual property laws.

7. AI and intelligent features

If you use AI-assisted features (e.g., demand prediction, dynamic pricing suggestions, recommendations, search, review summarisation, support chat, fraud / risk scoring):

• • No training on your personal data. We do not use your personal data, order content or messages to train, fine-tune or evaluate any generally available model in a way that identifies you
• • Provider terms apply. Where an AI feature routes through a third-party AI provider, that provider's terms and content/training-data behaviour govern that leg
• • No warranty on outputs. AI outputs (pricing suggestions, ETAs, recommendations, valuations, risk scores) may be inaccurate, incomplete or biased. You must review them before relying on them, especially for financial, safety or legal decisions
• • No automated decisions with legal effect without review. We do not use AI to make automated decisions with legal or similarly significant effect on individuals (e.g., payout denial, account suspension) without a human-review path and the consents/notices the DPDP Act / GDPR Article 22 require

8. Disclaimers and Limitations of Liability

8.1 Service Disclaimer

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant the goods, services, food, or businesses offered by Sellers, nor the performance of any investment, nor that AI outputs are accurate.

8.2 Investment Disclaimer

8.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KADAIKODI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES. As an early-stage company, and an intermediary rather than the seller or provider of Merchant goods/services, our aggregate liability under these Terms is capped to the lower of (a) the total subscription / commission fees you paid us in the 3 months before the event, and (b) a small, fixed amount, as set out in the full Investment Platform & AI Terms and B2B contracts. This cap does not limit liability for fraud, wilful misconduct, death or personal injury caused by negligence, or anything else that cannot be limited under applicable law — including your rights as a consumer under the Consumer Protection Act, 2019.

We are not liable for the acts, omissions, goods, services, food, or businesses of Sellers, workers, logistics partners, payment partners, AI providers, or other users, nor for investment losses, since we are an intermediary, not the provider.

9. Indemnification

You agree to indemnify, defend, and hold harmless Kadaikodi, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from: (a) your Customer Data, listings, reviews, or content; (b) the goods or services you sell or provide (including personal injury, property damage, food-safety, product-liability, professional-negligence, and licensing claims); (c) your use of the Service in breach of these Terms, the Acceptable Use Policy or applicable law; (d) your tax, withholding, KYC/AML, FSSAI or other regulatory obligations; and (e) for Sellers / operators, the acts and omissions of your workers.

This indemnity does not apply to AI outputs or investment outcomes, which are addressed separately in the full Investment Platform & AI Terms.

10. Termination

• • Either party may terminate the agreement at any time
• • We may suspend or terminate accounts for Terms violations, security/safety risks, fraud, chargeback abuse, failed KYC, or non-payment after notice
• • Upon termination, your right to use the Services ceases immediately
• • You may export your Customer Data within 30 days of termination through documented Service mechanisms
• • Certain provisions of these Terms survive termination

11. Dispute Resolution

11.1 Escalation and Arbitration

For order-level consumer disputes, first use the in-product grievance flow and contact our Grievance Officer (Section 13). Otherwise, the parties shall first attempt in good faith to resolve any dispute through escalation between authorised representatives for at least 30 days. If escalation fails, disputes shall be resolved through binding arbitration in accordance with the Arbitration and Conciliation Act, 1996.

11.2 Governing Law

These Terms shall be governed by the laws of India, without regard to conflict of law principles. Disputes are subject to arbitration seated in Chennai, Tamil Nadu, except where mandatory consumer protections override. Users who are consumers under the Consumer Protection Act, 2019 retain the right to approach consumer forums or local courts having jurisdiction over their residence.

12. General Provisions

• • Entire Agreement: These Terms constitute the entire agreement between you and Kadaikodi
• • Severability: If any provision is found invalid, the remaining provisions continue in effect
• • Waiver: No waiver of any Term shall be deemed a further waiver
• • Assignment: You may not assign your rights without our consent
• • Independent contractors: Nothing here creates a partnership, joint venture, agency or employment relationship — including between Kadaikodi and Sellers, workers, or logistics partners
• • Force Majeure: Neither party is liable for delays due to circumstances beyond their control
• • Compliance: Each party shall comply with applicable anti-bribery (Prevention of Corruption Act, 1988), anti-money-laundering (PMLA), export-control and sanctions laws

13. Investment marketplace (where available)

The investment marketplace — through which Investors may invest in cart businesses — will be made available only in jurisdictions and to the extent permitted by applicable law, and only after the necessary securities / crowdfunding regulatory position (including under SEBI regulations, applicable crowdfunding norms, the Companies Act, 2013 and RBI rules) is confirmed. Until then it is a roadmap / preview feature and may be disabled, gated, or offered only to eligible, KYC-verified, risk-assessed users.

• • Nothing in the Service is investment advice, a recommendation, or an offer or solicitation to buy or sell securities
• • Where the marketplace is available, Investors must meet eligibility, KYC/AML, risk-profiling, and per-investment / portfolio / concentration limits we or the law impose
• • Where required, investor funds are handled through escrow / segregated arrangements with a regulated partner; we do not commingle investor funds with operating funds beyond what the structure permits

14. Contact Information

For questions about these Terms of Service, please contact us:

15. Updates to Terms

We reserve the right to modify these Terms at any time. For material changes we will give at least 30 days' notice by email and/or in-product notifications before the effective date. Your continued use of the Services after changes constitutes acceptance of the updated Terms. Statutory consumer protections under the Consumer Protection Act, 2019 are preserved.