This Service Agreement (hereinafter referred to as the “Agreement”) is made and executed on this date on which the Service Recipient accepts this document (“Effective Date”), By and Between:
You, a/an individual/sole proprietorship/partnership firm/company/LLP/any other body corporate duly existing/incorporated under the laws of India, with its registered office address/principal place of business in India, signed by the authorised representative (hereinafter referred to as “Service Recipient or “You”, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors-in-interest, affiliates and permitted assigns) of the First Part;
Crossborder Logistech Private Limited, a company incorporated under the provisions of the Companies Act, 2013, and having its registered office at Lower Ground Floor, 40-41, Bakshi House, Nehru Place, Delhi- 110019, India and corporate office at (hereinafter referred to as “Service Provider” or “CLPL” or “Shypmax”, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors-in-interest, affiliates and permitted assigns).
Service Provider and the Service Recipient shall hereinafter individually be referred to as “Party” and collectively be referred to as “Parties”.
The Service Provider is engaged in the business of rendering international courier and logistics services to various clients through its online website/portal (“Website”).
The Service Recipient is desirous of receiving the services of the Service Provider.
Accordingly, the Service Recipient has digitally/electronically read, understood and accepted this Agreement on the terms and conditions as provided hereinafter.
NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:
Scope of work/ Services Provided by Service Provider:
The Service Provider shall provide cross-border/international courier and logistics services to the Service Recipient more clearly elaborated in the List of Services attached herewith as Annexure A (hereinafter referred to as “Service/s”).
The flowing steps need to be followed by the Service Recipient for receiving Services from the Service Provider:
- The Service Recipient shall provide the personal/organization details for registration on the Website;
- At the time of the registration the Service Recipient shall be required to read and accept the current Agreement and other terms, conditions and policies applicable;
- Then the Service Recipient shall be required to fulfil all KYC criteria by providing necessary details and documents;
- Upon successful approval of the KYC by Service Provider, the Service Recipient shall be free to book the Services of the Service Provider upon recharge of its pre-paid account;
- At the time of booking a shipment/consignment for delivery to location of the Service Recipient’s choice (hereinafter referred to as “Consignment”), the Service Recipient shall be required to provide the following details and documents (the below-mentioned list is inclusive) correctly and accurately;
- Details/description of the Product/Goods/Item being shipped as the Consignment;
- Total monetary value of the Consignment;
- Total dead weight of the cargo;
- Total volumetric dimensions of the cargo.
- Tax/customs documents, e-way bill as applicable and any other supporting documents as may be required as per the applicable laws, rules and regulations.
- After completing the aforementioned step, a shipping label and commercial invoice shall be generated;
- Thereafter, manifest shall be generated and pick up of Consignment shall be scheduled;
- The shipping label is to be pasted on the pre-packed consignment and handed over to the pick-up boy assigned by the Service provider along with the commercial invoice.
- The duty to ensure proper packaging of the Consignment which is fit for the product being shipped is that of the Service Recipient and the Service Provider shall not be responsible for any damages losses incurred due to incorrect/insufficient/inaccurate packaging by Service Recipient.
- The duty to get the manifest signed by the pick-up boy and retain it as a proof of hand-over of Consignment is that of the Service Recipient.
- The Consignment, post the pick-up, reaches the warehouse where the dead weight and volumetric dimensions of the Consignment are checked. In case there is no discrepancy between the particulars mentioned by the Service Recipient and actual measurements noted at the Service Provider’s warehouse, then the Consignment shall be processed. However, in case of discrepancy a reconciliation sheet will be generated.
- It is to be noted that to determine the Service Fees payable for the Consignment, the higher one of the Gross weight and Volumetric weight shall be considered. Volumetric weight is calculated by the formula L*B*H/5000 in courier and L*B*H/6000 in cargo. This clause is however subject to a condition that Gross weight shall be considered if Gross weight <= 400g and volumetric weight <= to 3kg. This condition is applicable only for courier and not cargo. In all other cases, higher of Gross weight and Volumetric weight shall be considered.
- Post this, the Consignment is delivered as per the details provided by the Service Recipient.
- In case, the Consignment is not delivered on the scheduled date, the Service Recipient is required to raise a query within 3 days from the scheduled delivery date and the Service Provider shall raise a ticket. The Consignment shall be searched and in case the delivery has not been made yet, then the Service Provider shall make another attempt for delivery of the same. However, in case the Consignment has been delivered, the Service provider shall give proof of delivery (“POD”) to the Service Recipient. Also, in case the Service Provider realises that the Consignment is lost in transit, then the claim for lost Consignment shall be processed as per the Service Guidelines and Rate Card of the Service Provider.
- Further, in case the Consignment received is damaged/tempered/pressed/leaked or has pilferage then remarks should be made on the POD and any claim in this regard shall be processes/entertained only if the request for claim is accompanied with such POD with relevant remarks and supporting proof of images/video
- The Service Recipient Shall follow the aforementioned process to receive the Service diligently.
- The Service Recipient shall furnish all details and documents, including KYC documents, correctly and truthfully.
- The Service Recipient shall use the Service for its own usage only and not for any other third parties.
- The Service Recipient shall keep its login credentials for the website safely and not share it with any third party. It shall take all necessary measures to prevent the misuse of the login credentials to the Website by any third party.
- The Service Recipient shall ensure that the correct and complete details of the Consignment along with the relevant documents, including but not limited to the e-way bill number, shipping bill, delivery challan, stock transfer form, (if any), valid GST invoice or any other statutorily required documentation for custom clearance are mentioned/provided by the Service Recipient. In case any incomplete/incorrect data/details/documents are provided by the Service Recipient, then the Service Recipient will be solely responsible for:
- clearing any shipments held up at any check-posts or seized by tax/custom authorities; and/or
- any liabilities that may arise, including but not limited to, payment of fines/penalties/cess/charges/taxes/damages imposed by tax/regulatory authorities; and/or
- return of the Consignment and bearing both forward and return shipping charges.
- The Service Recipient shall ensure that the Consignment is safe for transport and handling by the Service Provider and that Consignment is adequate as per its nature and specifications and shall be able to withstand the transportation and environmental hazards and further is in compliance with all applicable laws (including all packaging and labelling requirements under laws of the Origin, Transit and Destination countries).
- The Service Recipient shall ensure that it shall not send any goods/items which are prohibited/restricted as per the Service Guidelines of the Service Provider or Directorate General of Civil Aviation (“DGCA”) or International Civil Aviation Organization (“ICAO”) or International Air Transport Association (“IATA”) or the laws of origin/transit/destination country.
- The Service Recipient shall provide Material Safety Data Sheet (“MSDS”) along with all such cases where it is needed and is mandatory.
- The Service Recipient shall at all times during the term of this Agreement, at its own cost and expense, procure and maintain from a reputed insurance company a comprehensive insurance coverage for the Consignment which shall cover loss, damage, theft, claims, liabilities, destruction, natural calamities, etc.
- The Service Provider shall make all attempts to deliver the Consignment in a timely fashion subject to the elements beyond its control.
- The Service Provider shall pick up and deliver Consignment on a “SAID TO CONTAIN BASIS” and it shall be under no obligation and is not expected to verify the description, quality, quantity, specifications or the contents of the Consignment in any manner whatsoever. Further, Service Provide is not responsible in any way whatsoever for the merchantability/suitability/fitness of the products shipped in the Consignment.
- Both Parties hereby represent and warrant that:
- It is duly incorporated and validly existing under the applicable laws of India;
- It has full corporate and other applicable power and authority to enter into and perform its obligations under this Agreement;
- It has obtained all approvals necessary for it to enter into and to perform its obligations under this Agreement;
- It shall obtain and keep updated all necessary licenses, approvals, permits and authorizations required by Applicable Laws for necessary performance of this Agreement.
- It shall make payment of all Service Fees as and when they become payable without any delay as per the payment clause of this Agreement.
- The Service Recipient hereby represents and warrants that
- It shall pay and be solely responsible for all fees/taxes including GST, if any, cess/ charges/ fines/ penalties/ damages/ duties/ customs for the Consignment in due course of shipping and/or due to any default/non-compliance of laws of origin/transit/destination country;
- It shall use the Service of the Service Provider only for lawful purposes.
- The Service Provider hereby represents and warrants that:
- It has the necessary skills, expertise and resources to perform its part of the obligations under the Agreement and provide the Service as mentioned therein.
- The Service Fees shall be payable as per the applicable rates provided in the Rate Card of the Service Provider plus taxes/cess/fees/customs/charges/fines/penalties as applicable. The said rates are subject to change without any prior intimation.
- The Service Recipient hereby allows and authorises the Service Provider hereby to collect, use, transfer, dispose, disclose on a need to know basis, handle, store and analyse any and all personal data which is provided by the Service Recipient during the course of receiving Service under the present Agreement. Such personal data is however to be used only for the purposes of performance of the present Agreement.
- The Service Recipient shall be liable for breach of terms and conditions of this Agreement including but not limited to:
- Breach of representations and warranties;
- Providing incorrect/false details and documents;
- The Service Provider shall, in addition to legal remedies, have recourse to any or all of the following in case of breach of terms and conditions of the present Agreement:
- Seize the Consignment;
- Open the packaging of the Consignment for inspection if required by any authority or governing bodies;
- Suspension/Blocking of the Service Recipient’s account from the Service Provider’s Website;
- Recover any cess/ charges/ fines/ penalties/ damages/ duties/ customs which may have been payable by Service Provider in regard to the Consignment on behalf of the Service Recipient;
- Seeking Injunction Orders.
- The Service Recipient hereby agrees to indemnify, defend and hold the Service Provider, its affiliates, officers, directors, employees, contractors, sub-contractors, consultants, licensors, harmless from and against all claims, demands, actions (including third party actions), liabilities, costs, interest, damages and expenses of any nature whatsoever (including all legal and other costs, charges and expenses) incurred or suffered (directly or indirectly) by the Service Provider on account of non- compliance or breach of the terms and conditions of the present Agreement by the Service Recipient.
- In no event shall Service Provider be liable under any provision of this Agreement for any losses, damages, costs or expenses for any special, indirect, incidental, consequential, or punitive damages, including but not limited to loss of profit or revenue, loss of the use of equipment, cost of capital, cost of temporary equipment or services, whether based in whole or in part in contract, in tort, including negligence, strict liability, or any other theory of liability
- Despite any contrary provisions contained in this Agreement or on the Website of the Service Provider or otherwise, the maximum liability of the Service Provider will not exceed the amount mentioned in the Service Guidelines and Rate Card.
- This Agreement is an electronic record in terms of Information Technology Act, 2000 and generated by a computer system, and does not require any physical or digital signatures.
- This Agreement can be amended and modified by the Service Provider unilaterally and upon subsequent visit to the Website post the amendments/variations in the Agreement, the Service Recipient shall accept such amendments/variations and the same shall be applicable from the date of such acceptance.
- The Parties to this Agreement agree that each shall treat as confidential all information provided by a Party to the other Party, regarding the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance of this Agreement (“Confidential Information”). All confidential information provided by a Party hereto shall be used by the other Party hereto solely for the purposes of rendering Service pursuant to this Agreement and will be shared with its officers/employees/agents/affiliates only on a need to know basis and shall ensure that they are bound by similar confidentiality obligations. The Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Clause or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.
- This Agreement shall be valid from the Effective Date until terminated by either Party. Either Party may terminate this Agreement by giving 30 days notice thereof.
- Service Provider can terminate this Agreement immediately, without any further notice, in case of breach of terms and conditions of the present Agreement.
- In case of termination of the present Agreement, the Parties shall fulfil all obligations which became due to be performed prior to such termination. The Service recipient shall clear all payments which became due for payment prior to such termination.
- If any term or provision of the Agreement is declared invalid, illegal or unenforceable, all remaining provisions will continue in full force and effect.
- In no event shall the Service Provider be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, pandemic.
- Nothing contained in this Agreement shall be construed or interpreted as constituting a partnership or a joint venture between the Parties. Neither Party shall have any authority to bind the other Party in any manner whatsoever. This Agreement shall be construed to have been entered on a principal to principal basis, and neither Party is or shall be construed to be an agent of the other.
- No waiver of any right under this Agreement shall be deemed effective unless contained in a written document signed by the Party charged with such waiver, and no waiver of any breach or failure to perform shall be deemed to be a waiver of any other breach or failure to perform or of any other right arising under this Agreement.
- This Agreement along with the Annexures, Service Guidelines and Rate Card of the Service Provider, other policies on the Website of the Service Provider constitutes the entire agreement between the Parties, and supersedes all previous or contemporaneous agreements or representations between the Parties.
- All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, mailed by registered or certified mail (return receipt requested) or delivered by an express courier (with confirmation) to the Parties at the addresses first written in this Agreement.
- . This Agreement is governed by and construed in accordance with the laws of the India and shall be subject to the exclusive jurisdiction of the Courts at New Delhi.
Process to Receive the Service:
Obligations of Service Recipient:
Obligations of the Service Provider:
Representations and Warranties:
Breach of Terms and Conditions:
Limitation of Liability:
Enforceability and Amendments:
Term and Termination:
Applicable Laws and Jurisdiction:
IN WITNESS WHEREOF THE PARTIES HAVE AGREED AND ACCEPTED THIS AGREEMENT BY MEANS OF ACCEPTING THE TERMS AND CONDITIONS HEREOF DIGITALLY.
FORWARD DELIVERY OF THE SHIPMENT (B2C):
The Service Provider will pick up the Consignment from the location provided by the Service Recipient within the territory of India and deliver the shipment at destination country’s location.
RETURN OF THE SHIPMENT:
In case any Consignment needs to be returned to the origin location in territory of India by the Service Recipient, then this Service shall also be provided by Service Provider.
Reverse Pickup means collection of the Consignment by the Service Provider from the consignee’s address as specified by the Service Recipient and the delivery of such Consignment at a location mutually agreed between the Parties at the destination country.