Service Agreement – Cargo Owner /Shipper
This services agreement (herein referred to as “ Agreement”) is effective this trip that was consummated on the VALUESHIPR platform between M/s. Decker Logistics Pvt. Ltd (VALUESHIPR) incorporated under the Companies Act, 1956 and having its registered office at B-116, Durian Estate, Goregaon- Mulund Link Road, Goregaon East, Mumbai 400063, (herein referred to as “VALUESHIPR” which expression unless repugnant to the context or meaning thereof shall include its subsidiaries and affiliates), of the One Part
AND
You as a registered as CARGO OWNER / SHIPPER which expression unless repugnant to the context or meaning thereof shall include its subsidiaries and affiliates), of the other Part.
Whereas VALUESHIPR is in the business of providing a Technology Platform ecosystem for Logistics solutions and other allied services through multi-modal movement of cargo under the GTA act in the business of Aggregation by providing special services to the customers such as Business to Business, Business to Customer & Customer to Customer on pick and delivery of the Consignments etc.
WHEREAS the CARGO OWNER / SHIPPER of the Second Part has approached VALUESHIPR to engage and help them (CARGO OWNER / SHIPPER) connect with CARGO OWNER / SHIPPERs, for the purpose of carriage of cargo / goods / parcel from one place to another, from time to time, within the territorial limits of the country. The CARGO OWNER / SHIPPER has duly executed CARGO OWNER / SHIPPER REGISTRATION formalities and provided the details of the Cargo and other important documentation as per requirements, that forms a part and parcel of the present agreement for completion of empanelment with VALUESHIPR. Further if any case of any wrong information is found furnished by the CARGO OWNER / SHIPPER either in the said CARGO OWNER / SHIPPER opening form or in the documents enclosed, VALUESHIPR reserves its right to terminate the present agreement at any time without any further notice.
Cargo Owner /Shipper Terms And Responsiblities:
2. The CARGO OWNER / SHIPPER undertakes to use the VALUESHIPR Mobile APP or Web Application or Call Centre support to effect and consummate transactions.
3. The CARGO OWNER/ SHIPPER agrees to provide the right information as regards the goods, the volumetric Weight and other important details. Further the Cargo owner hereby expressly agree that the cargo weight will not be more than the rated capacity of the vehicle on any trip. Also Cargo Owner / SHIPPER shall not book, hand over or allow to be handed over any shipment consisting of prohibited, restricted or dangerous items
4. The Cargo Owner / Shipper / Consignor hereby undertakes to provide cargo from the consignor / point of Loading in good packed condition. Any abnormality of the Cargo / packaging needs to be noted on the Loading receipt (LR) by the Cargo Owner and a signature to that effect be provided at the point of Loading.
5. If the cargo is received short or in damaged condition due to negligence and / or carelessness on the part of the CARGO OWNER / SHIPPER then the CARGO OWNER / SHIPPER / CONSIGNEE needs to report the same within 24 hours of delivery to both the CARGO OWNER / SHIPPER and ValueShipr respectively.
6. The Vehicle will be tracked dually (where available), one by the GPS device tracker and also by the Driver APP. The CARGO OWNER / Shipper / Consignor agrees to download mobile APP, use desktop Application to track their consignment. In case of any difficulty contact ValueShipr.
7. The CARGO OWNER / SHIPPER / CONSIGNOR should deposit any payment ONLINE. In case of fixed or contract the Cheque/ DD needs to be deposited directly in ValueShipr account with nearest ICICI Bank branch favouring ”DECKER LOGISTICS PVT LTD ” and on the same day as mandated by VALUESHIPR (CA.A/c no-028105004435, IFSC code- ICIC0000281 MICR code- 400229039 ; Branch- Goregaon East, Mumbai 400063
8. For all Fixed Contract business, all co-ordination after the Bid price confirmation is done, happens with ValueShipr Officials from time to time.
9. ValueShipr advises the Cargo Owner / Shipper/ Consignor to insure their shipments at their own cost. In case the Goods are un-insured, ValueShipr has partnered ICICI Lombard to offer Marine (Transit) Insurance at very attractive rates. Contact ValueShipr.
10. For Fixed contract, Invoice clearly specifying the freight charges, amount of service tax, Service Tax Registration number & Category shall be submitted on monthly basis. The payment shall be made within 30 working days from the date of loading and dispatch. Any discrepancy in invoice should be intimated in 3 working days. If the payment is not made within 30 working days, an interest @9% per annum shall be charged on the outstanding amount on pro-rata basis after due date. The invoice shall be raised on the basis of delivery.
11. CARGO OWNER / SHIPPERs on ValueShipr may offer various Value Added Services VAS like Loading, Warehousing, Packaging etc at a additional cost to Cargo owner/ Shipper/ Consignor. Incase the transporters are unable to do so, ValueShipr in its capacity, could step in and facilitate the same at a added cost on case to case basis, based on availability.
12. The Cargo Owner / Shipper / Consignor agrees to confirm both the LR at the point of dispatch and confirmation at the time of Delivery at the request of the CARGO OWNER / SHIPPER or ValueShipr.
13. The Cargo Owner / Shipper / Consignor agrees to expedite Loading and Unloading and will ensure that the CARGO OWNER / SHIPPER is not inconvenienced with delay in relieving their vehicle. If there is any in-ordinate delay, the Cargo Owner will need to pay Delay charges basis the annexure to the CARGO OWNER / SHIPPER.
Terms of Services – Tracking Device
VALUESHIPR shall through its associated partner provide the following services to CARGO OWNER / SHIPPER as a part of this contract:
Tracker Device Services:
b) Mobile Widgets that can be leveraged by the mobile applications offered by VALUESHIPR.
c) Shipping, Delivery and installation of devices on the Vehicles.
d) Monitoring and maintaining uptime of devices.
e) Push Notifications that are sent to the mobile applications for updating Vehicle Related Information.
f) Additional Data capture through external sensory devices including but not limited to temperature in the vehicle, quality of the cargo, performance of the engine, pressure in the tyres (if opted for) etc.
g) Analytics and Reports.
h) Upgrades to Firmware, Software, Fixing Bugs, Widgets, APIs, Documentation.
Delivery and Installation:
b) Installations where electrical wiring is required shall be carried out by a representative of the associated partner of VALUESHIPR. CARGO OWNER / SHIPPER shall provide the necessary details and necessary permissions for the representatives of VALUESHIPR’s associated partner to carry out the installation.
Safety and Usage of the Product:
b) Device shall be handled with care and caution and shall not be exposed to water.
c) Device shall be switched on, and shall be placed where the optimal network range is available as the services can only be provided for a period the vehicle is located in geographic areas where there is adequate GPS, GSM and UMTS (2G, 3G and 4G) network coverage or radio frequency network coverage, depending on which kind of network the particular Unit installed in the vehicle requires to operate.
d) VALUESHIPR & its associated partner, recommends CARGO OWNER / SHIPPER to use strong passwords for the Mobile / Web APPs and not to share the said password/s, or any such confidential information such as API keys, secrets or allow a third party to access the said account/s or anything else that endangers the security of account/s.
e) The Global Positioning System is a constellation of satellites owned and operated by the United States Department. The accuracy of the location of GPS, India is generally accepted to be 15 meters; of its true position. VALUESHIPR and its Associated partner cannot guarantee the accuracy of the GPS location, but uses best practices to determine and report the most accurate location available from the GPS receiver location. Many factors, not under direct control of VALUESHIPR or its Associated partner, may affect the accuracy of the GPS location:
(i) Location of Device in the vehicle;
(ii) signal blocking from surrounding terrain and buildings;
(iii) signal disruption (jamming) from nearby government installations;
(iv) interference due to a limited view of the GPS satellite constellation. The CARGO OWNER / SHIPPER recognizes these factors and agrees to work with VALUESHIPR and its associated partner to address any installation issues that might affect the performance of the Device.
Limitation of Services:
b) The Services may not work if device is not properly maintained, modified by any person other than our authorized representative, or combined with equipment, Services, or software not expressly approved by VALUESHIPR and its Associated Partner.
c) This device shall track only the Vehicle where the device is placed. VALUESHIPR and its Associated partner, strongly recommends one Device per Vehicle to provide a total track of the Vehicle’s location.
d) There are other problems beyond VALUESHIPR and its associated partner’s, control that may prevent VALUESHIPR’s Associated partner, from providing the Services to CARGO OWNER / SHIPPER at any given time, such as damage to CARGO OWNER / SHIPPER’s vehicle in an accident, abuse or neglect of device, terrain (hills, mountains, dips, valleys), buildings, bridges, tunnels, the design of CARGO OWNER / SHIPPER vehicle, defects (including hidden defects) in CARGO OWNER / SHIPPER vehicle, localized “gaps” in cellular telephone network coverage, cellular telephone network congestion, and interference with the satellite transmissions that help supply the GPS data in providing the Services.
e) In case the internet/ data/ cellular services are jammed/ stopped by the Service Provider due to orders/ instructions of the local/ state/ National Government for a specified time period.
Unauthorized Usage:
b) By using the services and/or devices, CARGO OWNER / SHIPPER, agrees to abide by the reasonable terms and conditions of any software license agreements applicable to any software associated with the Services or devices.
Unlawful usage:
b) If any device is stolen or lost or in case service related to the device is used fraudulently, CARGO OWNER / SHIPPER, must notify VALUESHIPR and its Associated partner, immediately and provide VALUESHIPR with such information as may request be requested by them. CARGO OWNER / SHIPPER agrees and understands that in case of misplacement, loss or theft of the device, the service provided by VALUESHIPR and its Associated Partner shall be of the device and not the vehicle and upon intimation/ approval of CARGO OWNER / SHIPPER, VALUESHIPR and its Associated partner shall stop tracking the said device.
c) VALUESHIPR and its Associated Partner, reserves the right to interrupt services or restrict service to any device, without notice to CARGO OWNER / SHIPPER, if CARGO OWNER / SHIPPER is using the device in a fraudulent or unlawful manner.
Limited Liability:
Unless prohibited by applicable law, CARGO OWNER / SHIPPER agree as follows:
b) CARGO OWNER / SHIPPER agrees that it shall not in any way hold VALUESHIPR and its Associated Partner or its service providers responsible for any selection or retention of, or the acts or omissions of, other parties in connection the Services except for issues pertaining to the devices and the data held by VALUESHIPR and its Associated Partner in its cloud/hosting environment.
c) VALUESHIPR and its Associated Partner agrees to provide all available technical assistance and know-how to CARGO OWNER / SHIPPER for any claims/ suits filed for any fault due to the malfunctioning of the Device. VALUESHIPR and its Associated Partner shall be responsible to the extent of the amount of insured liability taken by VALUESHIPR and its Associated Partner, per incident, for any mishap or damage that has arisen directly or is consequence of the malfunctioning of the device and not otherwise. However VALUESHIPR and its Associated Partner disclaims all or any responsibility from any act or omission or negligence of any of the employee; driver; representative of CARGO OWNER / SHIPPER or third party or malfunctioning of the vehicle for any reason other than the malfunctioning of the device.
d) VALUESHIPR and its Associated Partner, or any of its service providers shall not be held liable to CARGO OWNER / SHIPPER if the services are interrupted, or for problems caused by or contributed to by CARGO OWNER / SHIPPER, or due to negligence of any of CARGO OWNER / SHIPPER vehicle (including its electrical system), or by any third party.
e) Notwithstanding anything else in this Agreement, both the parties agree to excuse any non-performance caused in whole or in part by an act or omission of a third party, or by any equipment failure, Act of god, Natural disaster, strike, equipment or facility shortage, or other causes beyond control or the control of VALUESHIPR and its Associated Partner, or its service provider.
f) Neither Parties, nor any service providers can promise that any data or information supplied will be error-free. All data and information is provided on an “as is” basis. Both parties agree that neither VALUESHIPR and its Associated Partner nor any service provider who monitors, processes, or sends or receives data or information through the device or the services is liable for any errors, defects, problems, or mistakes in that data or information. This means either parties cannot recover any damages of any kind, including consequential (such as lost revenues or lost contracts), indirect, incidental, special, or punitive damages for those errors, defects, problems, or mistakes.
g) The foregoing limitation of liability covers, without limitation, whereby parties communicate verbally with each other for special assistance in utilizing the Services.
h) To provide CARGO OWNER / SHIPPER with the Services, VALUESHIPR and its Associated Partner, must enter into agreements with telecommunications carriers operating cellular and satellite networks and other service providers using technology compatible with the particular device CARGO OWNER / SHIPPER purchased. Neither, VALUESHIPR and its Associated Partner nor its service providers are liable if the Services become unavailable or are interrupted because a service provider terminates its agreement with VALUESHIPR and its Associated Partner or stops providing services or does anything that renders CARGO OWNER / SHIPPER device obsolete or incompatible with the technology used by VALUESHIPR and its Associated Partner or any of its service providers. VALUESHIPR and its Associated Partner shall provide CARGO OWNER / SHIPPER with a reasonable advance notice in case of any such terminations involving their service providers & the services that are provided to CARGO OWNER / SHIPPER. In case of any such terminations involving Service providers of VALUESHIPR and its Associated Partner, efforts shall be made by VALUESHIPR and its Associated Partner to ensure availability of services within a reasonable timeframe as agreed to with CARGO OWNER / SHIPPER.
i) Parties agree, that the limitations of liability and indemnities in this Agreement will survive termination on expiration of this Agreement and apply to as VALUESHIPR and its Associated Partner as anyone using CARGO OWNER / SHIPPER’s vehicle or the services, anyone making a claim on CARGO OWNER / SHIPPER’s behalf, and any claims made by anyone associated with CARGO OWNER / SHIPPER and arising out of or relating to the services.
Third Party Claims:
CARGO OWNER / SHIPPER shall indemnify, defend and hold harmless VALUESHIPR and its Associated Partner and its Indemnities from and against any third party Claim (including any Claim brought by Customer’s customers) arising out of or in connection with the design, manufacture, packaging, marketing, use or sale of the Goods or Services or Customer’s instructions regarding such Goods or Services.
Terms of Service – Payment Gateway
2. CARGO OWNER / SHIPPER undertakes not to carry out any activity or sell any product, which is prohibited, illegal or immoral, as is listed on the following website: https://www.ebs.in/IPS/legal-compliance OR https://www.mobikwik.com/termsandconditions (as amended from time to time).
3. VALUESHIPR and its Associated Payment partner acknowledges that the availability of the payment methods is subject to approval of the Financial Institutions and/or Payment Method Providers based on their respective policies, rules and regulations and/or as may be amended from time to time and may be mentioned on their respective website.
4. Both parties shall comply at all times with all licenses, registrations, laws, rules and regulations as may be applicable and/or operational guidelines/rules/circulars of statutory bodies such as Reserve Bank India etc., Financial Institutions and Payment Method Providers enforced for time being and/or as may be amended from time to time.
5. Both parties shall ensure at all times that all its employees/personnel are bound by the terms of this Contract and ensure their employees/personnel conduct themselves in a manner essential for the purpose of carrying out the terms of this Contract.
6. CARGO OWNER / SHIPPER shall not (whether online or otherwise):
6.1 describe itself as agent or representative of VALUESHIPR or its Associated payment provider,
6.2 give any warranties which may require VALUESHIPR or its Associated payment provider to undertake to or be liable for, whether directly or indirectly, any obligation to and/or responsibility for any third party,
6.3 represent that it has any rights to offer any products offered by VALUESHIPR or its Associated payment provider or is related to VALUESHIPR or its Associated payment provider in any manner whatsoever, or
6.4 sublet / permit / contract the use of the VALUESHIPR or its Associated payment provider Site to any person whomsoever including its associates, third parties or franchises.
7. CARGO OWNER / SHIPPER shall comply with all security measures and requirements as may be applicable, directed by VALUESHIPR or its Associated payment provider on the website : (https://www.valueshipr.com/) & (https://www.ebs.in/IPS/legal-compliance) (as amended from time to time) and/or as notified by Card Scheme on their respective site, Payment Method Providers, PCI DSS (Payment Card Industry Data Security Standards) standards available on the websites of Visa, MasterCard for example or with the Financial Institutions.
Intellectual Property:
The CARGO OWNER / SHIPPER agrees not to cause or permit any activity which may damage or endanger the intellectual property rights and/or the title of the VALUESHIPR’s or the VALUESHIPR’s parent organization over such intellectual property
The CARGO OWNER / SHIPPER agrees to indemnify the VALUESHIPR for any liability to third party incurred by him; for any of his actions, including the use of intellectual property, title, name, etc., of the VALUESHIPR otherwise than in accordance with this agreement.
The CARGO OWNER / SHIPPER agrees not to apply, file for registration or register any, or part of the Intellectual Property of the VALUESHIPR; as its own trade name or mark or any other form of Intellectual Property, similar to or capable of being confused with the trade name, the permitted name or the trade mark or any other Intellectual Property of VALUESHIPR.
The CARGO OWNER / SHIPPER agrees that he shall not at any time during or after the term of this agreement, divulge or cause to be divulged, to any other party or person; any confidential information / Trade Secret in-whatever form or content, other than what is expressly permitted by the VALUESHIPR.
The CARGO OWNER / SHIPPER hereby agrees to conform in all respects to the set of procedures, rules and regulations laid down by the VALUESHIPR in the operation of Route vehicles.
The CARGO OWNER / SHIPPER agrees that he shall not disclose any business activity or technology related information with anyone or competition in any case. If VALUESHIPR finds him to involve in any such practices, then the contract will be immediately discontinued.
Non – Disclosure / Non – Compete:
The CARGO OWNER / SHIPPER has understood that such relationship between him and the VALUESHIPR involves a high degree of trust reposed on him and that in the course of day to day activity, the CARGO OWNER / SHIPPER will be in the possession of such data/reports/any other document that are intrinsic to the VALUESHIPR and which are the trade secrets of the VALUESHIPR. Hence, the CARGO OWNER / SHIPPER has agreed not to disclose in any form whatsoever any of those information’s which forms part of the trade secret of the VALUESHIPR.
Indemnity /Warranty /Penalty:
The CARGO OWNER / SHIPPER/GUARANTOR shall be responsible to reimburse to the VALUESHIPR for losses, if any, suffered due to non-delivery / damage / shortage / breakage / leakage / pilferage etc., of packages, while in the custody of the CARGO OWNER / SHIPPER or his employees including driver/helper/representative/servant etc.
The VALUESHIPR shall not guarantee any minimum payment to the CARGO OWNER / SHIPPER for any period whatsoever.
The CARGO OWNER / SHIPPER agrees to keep/maintain the vehicles in good and road worthy condition at all material time and to replace the same when the VALUESHIPR finds it to be not road worthy.
During the period of this agreement, if the CARGO OWNER / SHIPPER or his employees / representatives / agents etc indulge in causing ill-publicity to the VALUESHIPR’s corporate image inclusive of, but not limited to – by acts of public offense, malpractice, civil or criminal offenses or any other acts done not in the peaceful pursuance of the permitted business, the CARGO OWNER / SHIPPER hereby undertakes to pay a penalty, the nature and quantum of which will be fixed by the VALUESHIPR, to compensate the loss in profits. The Penalty may be in the form of monetary compensation or termination of the agreement, depending upon the seriousness of the act inviting such penal action.
Termination:
The party to the First Part and Second Part may at any time terminate this agreement by giving one month notice in writing in normal course. However, The VALUESHIPR may terminate this agreement for reasons of convenience by giving two weeks notice and after remitting all dues accruable to the CARGO OWNER / SHIPPER. The VALUESHIPR may also, at any time, instantly terminate this agreement for reasons of the failure of the fidelity of the CARGO OWNER / SHIPPER and in such case the other party shall forfeit all claims to any dues accruable to its account.
Whereas the CARGO OWNER / SHIPPER shall within three calendar days of termination of the agreement, completely remove all traces of the logo, script and color combination of the VALUESHIPR from the body of the vehicle, subject to complying which, dues accruable to his account will be settled.
DEATH / INCAPACITY OF CARGO OWNER / SHIPPER(S) In the event of death/ incapacity of the CARGO OWNER / SHIPPER, THE VALUESHIPR shall have the right to either appoint new CARGO OWNER / SHIPPER or any successor of CARGO OWNER / SHIPPER. The VALUESHIPR’s decision will be the final and binding in this regard.
Relation of the Parties INTER-SE:
The Parties of the first & second part hereby agree that they will act and stand as independent service provider amongst themselves and that there will be no relation of employer-employee as between the VALUESHIPR and the CARGO OWNER / SHIPPER and/or his employees in terms of the Industrial Disputes Act or any other applicable laws or statutes.
Force Majeure:
Where the CARGO OWNER / SHIPPER is unable to fulfill the conditions of the contract, partially or fully, due to force-majeure conditions, the VALUESHIPR shall not be held responsible for the same.
Jurisdiction Clause:
Any dispute/differences and or claims arising out of this agreement shall be referred to Arbitration (as contemplated under The Arbitration and Conciliation Act, 1996) to the Sole Arbitrator to be nominated by the VALUESHIPR. The venue of Arbitration shall be at Mumbai Maharashtra, INDIA.