TERMS OF SERVICE
This VAMASHIP Master Terms of Service (the “Agreement”)and is between You and Vamaship who may individually be referred to as “Party”and collectively as “Parties”.
WHEREAS VAMASHIP is engaged in providing a technology platform for logistics services.The CUSTOMER requires logistics services (“Services”) from Service Providers, facilitated through the VAMASHIP platform through use of the platform.
The Parties agree as follows:
Authority and Authorization of CUSTOMER
- Confirms that it has an unrevoked, existing authority of the Board of Directors or Partners to enter into this Agreement
- Agrees and authorizes VAMASHIP and its employee(s),vendor(s), agent(s) and partner(s), to conduct a due diligence on the information provided in the KYC page.
- Authorizes VAMASHIP to use any method for using any logistics service provider for transporting goods as VAMASHIP deems fit.
- Authorizes VAMASHIP, Service Provider and any government authority to search any shipment if and as required in accordance with applicable laws.
- The CUSTOMER authorizes VAMASHIP to maintain copies of shipping documents in accordance with applicable laws.
- Shall pay VAMASHIP the amounts payable for shipping as decided by VAMASHIP
Shipping and Payment Terms:
This Agreement is perpetual in nature unless either Party terminates this Agreement. The CUSTOMER agrees to pay, when due, all charges agreed between CUSTOMER and VAMASHIP or otherwise imposed on or incurred by VAMASHIP related to the Service, including Software as a Service charges, charges for storage prior to transportation charges, shipment return charge, shipment handling charge, charges arising due to a change in the chargeable weight, freight, warehousing, duties, customs assessments, governmental penalties and fines, disposition, all claims raised by the Logistics Service Providers, taxes and other costs and any legal fees and legal costs incurred by VAMASHIP in collecting payment from the CUSTOMER or relating to CUSTOMER’s Shipment. VAMASHIP reserves the right to levy interest of 3% per month on the entire overdue amount in all cases. The CUSTOMER undertakes to pay VAMASHIP for all changes in the scope of Services, whether requested by CUSTOMER in writing or verbally. Unless otherwise specified by VAMASHIP, the charges exclude any taxes, including the Goods and Services Tax (“GST”), under the relevant legislation.The CUSTOMER has agreed to accept the credit notes/debit notes and its tax implication raised by VAMASHIP in case of any mismatches. VAMASHIP shall have a lien upon all goods and recover the value of the commodities for any amount due under this Agreement that is not paid by the CUSTOMER within 7 days post the final notice from VAMASHIP for the payment of the overdue amount.All payments from the CUSTOMER under this Agreement shall be paid as an advance and by deducting the payable amount from the Cash on Delivery value collected by VAMASHIP on behalf of the CUSTOMER. For all other cases, the CUSTOMER shall pay within 15 days of VAMASHIP raising the invoice. The CUSTOMER will book and ship products which are not in the Prohibited Items and shall be solely liable for any claim arising due to the content of the shipment. On failure to pay the outstanding amount to VAMASHIP for whatsoever reasons, VAMASHIP shall suspend the Customer ID required to sign in.CUSTOMER agrees that this Agreement will be read along with the Service Providers’ terms and conditions, as may be indicated.
Indemnification and Liability:
Neither Party to this Agreement will be liable for breach of this Agreement to the extent caused by or arising from prohibition or restriction by law or regulation of any Government, fire, flood,storms, weather, strike, lock-out, accident, riots, Acts of God or other events beyond the control of the Party.The CUSTOMER hereby agrees to indemnify VAMASHIP and each of their respective officers, employees and agents against any loss, damage, claim, action and legal expense which VAMASHIP suffers as a direct or indirect result of any negligent act or failure to act by the CUSTOMER.Both Parties agree that the contents of the shipment are shipped on a “Said to Contain” basis and the CUSTOMER indemnifies VAMASHIP against all claims arising on account of the contents of the shipment. VAMASHIP assumes no liability to the CUSTOMER or any other person for any loss or expense due to CUSTOMER’s failure to comply with any provision. VAMASHIP’s liability for any of its obligations under this Agreement, including without limitation, liability for the loss of a shipment, shall not exceed the lesser of the following: INR 1000/- or the actual value of the loss or the declared value of the property subject to the loss. VAMASHIP shall not be liable for any shortage claimed within a shipment that shows no external evidence of tampering. VAMASHIP shall not be liable for any shortage within any shipment that is distinctively and securely sealed.
This Agreement may be terminated by either Party, by giving aprior written notice of 30 days without assigning any reason. The termination of this Agreement shall be without any prejudice to the accrued rights of either Party, including (without limitation)the shipping, payment and any other liability of that Party to theother Party.This Agreement may be terminated by either Party, with immediate effect for: Any breach by other Party of any terms contained in thisAgreement; and/orf a petition for relief under any bankruptcy or insolvency isfiled by or against either Party; and/or,Assignment for the benefit of the creditors, or a receiver oran administrative receiver or administrator is appointed forall or a substantial part of assets by either Party.
Representations and Warranties:
The CUSTOMER represents and warrants to VAMASHIP as follows:
- It is either the owner or the authorized agent of the owner of the property being shipped;It is solely responsible for packaging the goods in a manner that is prone to damage during transit. It agrees to furnish such information and complete and attach to this Agreement such documents as are necessary to comply with applicable laws, rules and regulations. VAMASHIP’s responsibility ends when VAMASHIP or its authorized agent or subcontractor delivers the shipment to the Consignee or the shipper or Consignee’s representative at thedestination.
Intellectual Property Rights and Confidential Information:
Each Party agrees that, the brands, logos, trademarks, etc.,belonging to each Party are the exclusive property of the respective Party and cannot, in any circumstances, be used, or copied, or altered in any manner which is identical/similar to the brands/logos/trademarks of the other Party, without being specifically authorized in writing by that other Party.Each Party authorizes the other to use and include the trademarks and corporate name, on the website and any promotional material.All data, records and reports produced pertaining to the Services under this Agreement, shall be treated by the CUSTOMER and its subcontractors as the exclusive property of VAMASHIP and furnishing of such data, records and reports to any third party,whether for commercial or non-commercial purposes, shall have the prior written consent of VAMASHIP. Each Party agrees to:use the Confidential Information only for the purpose expressly provided under this Agreement and shall not,directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever except as expressly permitted in writing by the other Party; and not, without the prior written consent of the other Party,disclose or otherwise make available the Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants,employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein.On termination of the Agreement, each Party shall return all Confidential Information and all properties and materials of the other Party. Each Party shall destroy all Confidential Information which cannot be returned in material form and provide the other Party with a certificate of destruction.For the purposes of this clause 7, Confidential Information means any and all data or information of a Party (the“Disclosing Party”), and includes, but is not limited to, business information, specifications, research, software, trade secrets,discoveries, ideas, know-how, designs, drawings, flow charts,data, computer programs, marketing plans, CUSTOMER names,budget figures, and other technical, financial and business information concerning the Disclosing Party, or any such information of clients, CUSTOMERs, parents, affiliates,subsidiaries or agents of the Disclosing Party, which is disclosed by the Disclosing Party, whether directly in oral or material form to the other Party (the “Recipient”), or indirectly, by permitting the Recipient to observe the conduct of the Disclosing Party’s various operations or processes, but shall not include non-proprietary information.
Dispute Resolution, Governing Law and Jurisdiction:
Any dispute shall be referred to arbitration under the Indian Arbitration and Conciliation Act, 1996 and shall be adjudicated by a sole arbitrator mutually appointed by the Parties. Each Party shall consent to the appointment of the sole arbitrator. In case of disagreement, any Party can approach the High Court at Mumbai for appointment of the arbitrator.Arbitration shall be held in Mumbai, India. The proceedings of such arbitration shall be in the English language and the arbitrator’s award shall be final and binding on the Parties.This Agreement shall be governed by and construed in accordance with the laws of India. The courts of Mumbai, India,shall have exclusive jurisdiction in connection with thisAgreement.
This Agreement constitutes the entire agreement between the Parties with respect to any shipment and shall supersede all other understandings, offers and agreements, whether written or oral, between the CUSTOMER and VAMASHIP concerning the shipment and the CUSTOMER agrees to the terms in this Agreement and the Logistics Service Provider’s terms.The illegality or invalidity of any paragraph, clause or provision contained in this Agreement shall not affect or invalidate the remainder of this Agreement.The titles of each section of this Agreement are for the convenience of the Parties and does not affect the interpretation of this Agreement.Any amendment to this Agreement shall be binding only if it is reduced to writing and signed by both the Parties. All such amendments shall be made only after mutual discussion.The rights and obligations under this Agreement shall not be assigned or transferred or sold to any third party whomsoever by either Party. All notices, requests, demands, claims, and other communications here under shall be in writing. Any notice,request, demand, claim, or other communication here under shall be deemed duly given if emailed and sent by Registered/SpeedPost.