Daily Flowers Seller Code of Conduct

DRAFT — FOR LEGAL REVIEW. This Code is a first draft prepared for review by Indian legal advisers.

1. Purpose and Application

1.1 Why this Code exists

Customers who order flowers, food and gifts through Daily Flowers are often marking an important moment — a birthday, an anniversary, a condolence, a celebration. They trust that the products they buy will be as described, that their personal details will be respected, and that the reviews and prices they see are genuine. This Code sets out the behaviour that Daily Flowers India Pvt. Ltd. ("Daily Flowers") expects from every seller in order to keep that trust.

1.2 Who must follow this Code

This Code applies to every business that sells on Daily Flowers ("Seller") — including Gift Sellers, Registered Flower Partners and Food Partners — and to its owners, directors, partners, employees, contractors and anyone acting on its behalf. Sellers are responsible for ensuring that everyone who works on their Daily Flowers business knows and follows this Code.

1.3 Status

This Code is incorporated by reference into each Seller's agreement with Daily Flowers and is read together with the Daily Flowers General Marketplace Seller Policy. A breach of this Code is a breach of the Seller's agreement. This Code does not reduce any obligation that the law places on Sellers or on Daily Flowers.

1.4 Core principles

Every Seller commits to:

1. Honesty — telling customers the truth about products, prices and delivery;
2. Fairness — treating customers, other Sellers, delivery partners and Daily Flowers staff fairly and with respect;
3. Lawfulness — complying with all laws that apply to its business and products;
4. Privacy — using personal information only for the purpose it was given;
5. Integrity — not manipulating the platform, reviews, rankings or payments; and
6. Accountability — owning and fixing mistakes, and cooperating when things go wrong.

2. Honest Dealing with Customers

1. Describe products truthfully. Say what the product is and is not. Do not exaggerate quality, size, freshness, origin or benefits, and do not make claims you cannot support.
2. Deliver what was ordered. Send the product that was described and ordered. If something is unavailable, tell Daily Flowers immediately rather than sending a different product without approval.
3. Honour commitments. Keep to the dispatch time, preparation time and delivery commitments shown to the customer, and honour every promotion and warranty you offer.
4. No unfair trade practices. Do not engage in any practice that is an unfair trade practice under the Consumer Protection Act, 2019, including false representations, misleading advertisements and refusal to take back defective goods.
5. No manipulative design or selling tactics. Do not create false urgency or scarcity, hide charges until the last step, pre-select paid add-ons, shame customers into buying, or use any other practice described in the Guidelines for Prevention and Regulation of Dark Patterns, 2023.
6. Handle problems fairly. When a customer reports a problem, respond promptly, investigate honestly and support a fair resolution. Do not blame the customer without evidence or delay a legitimate return or refund.

3. Customer Communication

3.1 Use the platform's channels

Sellers must communicate with customers only through the communication tools Daily Flowers provides, or through the contact details released to the Seller for a specific Order and only for that Order's delivery, return or support.

3.2 Standards of communication

All communication with customers must be:

1. professional, polite and respectful, in a language the customer can understand;
2. relevant to the Order;
3. timely — within the response times set in the Seller's agreement or the Seller Policy; and
4. free of discriminatory, abusive, threatening or harassing language.

3.3 What Sellers must never do when contacting customers

1. Ask for or accept payment outside Daily Flowers.
2. Ask the customer to cancel an Order and re-order directly.
3. Offer anything in exchange for a positive review, or pressure a customer to change or remove a review.
4. Send marketing, promotional or unrelated messages.
5. Contact a customer after the Order and any return or complaint are closed.
6. Share the customer's details with anyone other than the courier or staff who need them for the Order.
7. Call or message at unreasonable hours except where necessary to complete a scheduled delivery.

3.4 Gift recipients

Many Orders are gifts. Sellers must respect the surprise and privacy of the occasion: do not reveal the price, the sender's details (unless the sender has chosen to include them), or the gift message to anyone other than the recipient, and never contact a recipient for any purpose other than delivering the Order.

4. No Off-Platform Circumvention

4.1 The rule

Sellers must not divert, or attempt to divert, any customer, Order or transaction that originated through Daily Flowers to any other channel. This protects customers (who lose Daily Flowers' payment security, refund processing and grievance redressal when they deal off-platform) and protects the marketplace that brings customers to Sellers.

4.2 Prohibited examples

1. Including leaflets, business cards, QR codes, discount vouchers or phone numbers in packages that invite customers to order directly.
2. Suggesting that a customer can get a better price by ordering directly.
3. Converting a subscription or recurring service arranged through Daily Flowers into a direct arrangement.
4. Using customer data from an Order to add the customer to a mailing list, WhatsApp group or loyalty programme.
5. Placing Orders on behalf of customers through another channel and fulfilling them as Daily Flowers Orders, or the reverse.

4.3 What is permitted

Sellers are free to run their own businesses and serve customers who come to them independently, through their own shops, websites or other channels, provided they do not use Daily Flowers customer data or contacts to do so.

5. Reviews and Ratings Integrity

5.1 Why reviews matter

Customers rely on reviews and ratings to decide what to buy. Rule 6(2) of the Consumer Protection (E-Commerce) Rules, 2020 prohibits sellers from falsely representing themselves as consumers and posting reviews about their own goods, and fake reviews may also be misleading advertisements and unfair trade practices under the Consumer Protection Act, 2019. Daily Flowers aligns its review practices with the principles of the Indian Standard IS 19000:2022 on online consumer reviews.

5.2 Prohibited conduct

Sellers must not, directly or through anyone else:

1. write, post or arrange reviews or ratings of their own products, or pose as a customer;
2. buy, sell or trade reviews, or use review-generating services;
3. offer money, discounts, free products, refunds or any other benefit in exchange for a review or a particular rating, unless Daily Flowers operates a disclosed programme that permits it;
4. ask friends, family or staff to review their products;
5. post negative reviews of competitors' products, or ask others to do so;
6. place fake orders (including orders shipped with empty or dummy packages) to generate reviews, sales history or rankings;
7. pressure, threaten or incentivise customers to remove or change reviews;
8. flag genuine reviews as abusive to have them removed; or
9. manipulate ratings by cancelling orders, splitting listings or otherwise gaming the review system.

5.3 Responding to reviews

Sellers may respond to reviews through any tool the platform provides, in a factual and courteous way. Responses must not disclose the customer's personal information or order details.

6. Anti-Bribery and Conflicts of Interest

6.1 No bribery

Sellers must not offer, promise, give, request or accept any bribe, kickback, or other improper advantage to or from any person in connection with their Daily Flowers business, including:

1. Daily Flowers employees and contractors — for example, to obtain approval of a Listing, a better ranking, more routed orders, a favourable decision on a complaint or appeal, faster settlement, or confidential information;
2. public officials — for example, to obtain a licence, registration, inspection outcome or tax outcome. Under section 9 of the Prevention of Corruption Act, 1988, a commercial organisation commits an offence if a person associated with it gives or promises an undue advantage to a public servant to obtain or retain business or an advantage in conduct of business; and
3. delivery partners, couriers or other Sellers — for example, to obtain priority handling or to damage a competitor.

6.2 Facilitation payments

Small unofficial payments to speed up routine actions are bribes and are prohibited.

6.3 Gifts and hospitality

Sellers must not give gifts, hospitality or entertainment to Daily Flowers employees except items of token value that are openly given, infrequent and not connected with any pending decision. Daily Flowers' gift threshold: [TO BE CONFIRMED BY MANAGEMENT]. Daily Flowers staff are not permitted to accept anything that would influence their decisions.

6.4 Conflicts of interest

Sellers must disclose to Daily Flowers any family, financial or business relationship between the Seller (or its owners) and any Daily Flowers employee, franchisee, or another Seller that could influence a decision about the Seller.

6.5 Requests for bribes

If anyone — including a person claiming to be from Daily Flowers — asks a Seller for a bribe or improper payment, the Seller must refuse and report it under Section 12.

7. Use of Customer Data

7.1 Purpose limitation

Customer personal data (names, addresses, phone numbers, email addresses, gift messages, personalisation content, preferences) is provided to Sellers only to fulfil, deliver and support a specific Order. Daily Flowers is responsible for customer data as data fiduciary under the Digital Personal Data Protection Act, 2023, and Sellers must handle it strictly in accordance with their agreement and Daily Flowers' instructions.

7.2 Rules

Sellers must:

1. use customer data only for the Order it was provided for;
2. share it only with staff and couriers who need it for that Order, and only the part they need;
3. never sell, rent, publish, disclose or use it for marketing, profiling or any unrelated purpose;
4. never copy customer data into personal phones, spreadsheets or messaging groups except as strictly necessary for the Order, and delete it afterwards;
5. keep it secure, including by protecting devices and accounts with passwords and not leaving printed labels or order slips where others can see them;
6. never photograph or record customers, recipients or their premises except where the platform requires a delivery photograph and then only as instructed;
7. report any loss, theft, unauthorised access or disclosure of customer data to Daily Flowers immediately; and
8. delete customer data when it is no longer needed, subject to any legal record-keeping obligation.

7.3 Platform data

Sellers must not scrape, harvest, copy or use automated tools to extract data from the platform, including other Sellers' prices, listings or ratings, except through tools Daily Flowers provides for that purpose.

8. Fair Competition

8.1 Commitments by Sellers

Sellers compete on the merits of their products, prices and service. Sellers must not:

1. agree with other Sellers, directly or indirectly, on prices, discounts, commissions, output, service areas or customers, or exchange competitively sensitive information such as future prices — conduct that may breach section 3 of the Competition Act, 2002;
2. coordinate bids or offer responses for routed orders or business customer tenders;
3. interfere with other Sellers' Listings, orders or accounts, including by placing fake orders, making false reports or knowingly false intellectual-property complaints;
4. copy other Sellers' images, descriptions or designs without permission; or
5. disparage other Sellers or their products with false or misleading statements.

8.2 Commitments by Daily Flowers

To support fair competition on the marketplace, Daily Flowers will:

1. publish the main parameters that determine ranking of products and Sellers, and label sponsored placements;
2. apply this Code and the Seller Policy consistently to Sellers in similar situations;
3. not use a customer's information to promote goods of Daily Flowers or of Sellers associated with it, or to present a Seller as associated with the marketplace, without the customer's express and affirmative consent, as required from 1 January 2027 by the Consumer Protection (E-Commerce) (Amendment) Rules, 2026; and
4. keep each Seller's non-public commercial information (including prices, commissions, sales and performance data) confidential and not share it with other Sellers.

9. Product Integrity and Legal Compliance

Sellers must:

1. sell only genuine products they are entitled to sell — never counterfeit, replica or infringing goods;
2. sell only products that are safe and meet all mandatory standards, including BIS quality control orders where applicable;
3. provide complete and correct labelling and declarations under the Legal Metrology (Packaged Commodities) Rules, 2011, and never sell above the declared maximum retail price;
4. for food, hold a valid FSSAI licence or registration and follow the Daily Flowers Food Safety & FSSAI Compliance Policy;
5. issue correct tax invoices and meet all tax obligations; and
6. cooperate fully and promptly with Daily Flowers, customers and authorities in investigating complaints, recalls, safety incidents and regulatory enquiries.

10. Responsible Business Practices

1. People. Sellers must comply with labour and employment laws, pay at least the applicable minimum wages, provide safe working conditions, and must not use child labour in contravention of the Child and Adolescent Labour (Prohibition and Regulation) Act, 1986, or forced or bonded labour.
2. Environment. Sellers must comply with the Plastic Waste Management Rules, 2016 as amended, avoid prohibited single-use plastics, and are encouraged to use recyclable or compostable packaging and to minimise floral and packaging waste.
3. Sourcing. Sellers must source flowers, plants and materials lawfully and must not trade in protected species.
4. Respect for delivery partners and staff. Sellers must treat delivery partners, couriers and Daily Flowers staff with courtesy and must not abuse, threaten, harass or discriminate against them. Orders must be ready as promised so that delivery partners are not kept waiting unreasonably.

11. Platform Integrity and Security

Sellers must not:

1. open multiple accounts to avoid enforcement, manipulate rankings or claim new-seller benefits;
2. share login credentials, or allow anyone other than authorised staff to use the Seller Account;
3. use bots, scripts or automated tools on the platform other than those Daily Flowers provides;
4. introduce malware, attempt to access other accounts, or probe the platform's security;
5. misuse promotions, coupons or referral schemes, including by placing orders on their own products;
6. submit false delivery proof, false tracking numbers, false return confirmations or fabricated evidence; or
7. initiate fraudulent chargebacks, refunds or settlement disputes.

12. Reporting Concerns

12.1 How to report

Anyone who becomes aware of a breach of this Code — including bribery requests, fake reviews, counterfeit products, data misuse or misconduct by Daily Flowers staff — should report it:

1. by email to [email protected] with the subject "Code of Conduct Report", or to the dedicated ethics contact once published: [TO BE CONFIRMED BY MANAGEMENT]; or
2. through the reporting channel in the Seller Account.

Customers may also contact the Grievance Officer: [NAME / DESIGNATION / CONTACT — TO BE CONFIRMED].

12.2 Confidentiality and non-retaliation

Daily Flowers will treat reports confidentially to the extent possible and permitted by law. Daily Flowers will not take any adverse action against a Seller for reporting a genuine concern in good faith, even if it is not upheld. Knowingly false reports are a breach of this Code.

12.3 Cooperation with investigations

Sellers must cooperate with any investigation by Daily Flowers under this Code, including by providing records, explanations and access to relevant staff, and must not destroy evidence or retaliate against anyone who reports or assists.

13. Consequences of Breach

13.1 Enforcement

Breaches of this Code are dealt with under the enforcement ladder and appeal process in the Daily Flowers General Marketplace Seller Policy. Measures range from an advisory notice and warning through Listing removal, account restrictions and suspension, to termination of the Seller's agreement.

13.2 Serious breaches

The following are zero-tolerance breaches that may lead to immediate suspension or termination:

1. bribery or attempted bribery;
2. fake reviews or posing as a customer;
3. off-platform diversion using customer data;
4. selling, sharing or misusing customer personal data;
5. counterfeit or unsafe products;
6. fraud, including fabricated delivery or return evidence; and
7. threatening, abusive or harassing conduct.

13.3 Other consequences

In addition to enforcement measures, Daily Flowers may:

1. recover losses caused by the breach, including customer refunds and regulatory penalties, in accordance with the Seller's agreement;
2. remove fake reviews and correct manipulated ratings or metrics;
3. report the breach to the relevant authorities where the law requires or where Daily Flowers considers it appropriate (for example, bribery, fraud, data breaches or counterfeiting); and
4. keep records of the breach, including records of repeat infringers as required by Rule 5(5) of the Consumer Protection (E-Commerce) Rules, 2020.

13.4 Fair process

Except where immediate action is needed to protect customers or comply with law, Daily Flowers will tell the Seller what it believes the breach to be and give the Seller an opportunity to respond before deciding on a measure. Every measure can be appealed.

14. Changes to this Code

Daily Flowers may update this Code from time to time. Sellers will be notified of changes through the Seller Account and by email at least [TO BE CONFIRMED BY MANAGEMENT] before they take effect, unless an earlier change is required by law. The version number and effective date appear at the top of this Code.

Annexure — Legal basis and review notes

A. Laws and standards relied on

B. Open review points

1. Gift and hospitality threshold (business decision). Set the token-value threshold (Section 6.3).
2. Ethics reporting channel (business decision). Confirm a dedicated reporting contact and whether an independent channel will be offered (Section 12).
3. Platform data commitments (business decision / regulatory requirement). Whether Daily Flowers will commit not to use Seller non-public data to compete (Section 8.2).
4. Review incentive programmes (recommended protection). If any incentivised review programme is introduced, confirm disclosure requirements under consumer law and IS 19000:2022.
5. Reporting to authorities (legal requirement). Confirm any mandatory reporting obligations (for example, personal data breaches to the Data Protection Board of India once in force).