Terms of Service2019-09-16T05:16:31+00:00

Terms of Service

VAMASHIP MASTER CUSTOMER AGREEMENT

This VAMASHIP Master Customer Agreement (the “Agreement”) is madeon andbetween the parties as provided in Annexure A of this Agreement.

The parties in Annexure A may individually be referred to as “Party” andcollectively as “Parties

WHEREAS

  1. VAMASHIP is engaged in providing a technology platform forlogistics services.
  2. The CUSTOMER requires logistics services (“Services”) fromService Providers, facilitated through the VAMASHIP platformthrough this Agreement.

The Parties agree as follows:

  1. Authority and Authorization of CUSTOMER
    The CUSTOMER:

    1. Confirms that it has an unrevoked, existing authority of theBoard of Directors or Partners to enter into this Agreement

    2. 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 Form.

    3. 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.

    4. The CUSTOMER authorizes VAMASHIP to maintain copies of  shipping documents in accordance with applicable laws.

    5. Shall pay VAMASHIP the amounts payable for shipping as decided by VAMASHIP

  2. Shipping and Payment Terms
    1. This Agreement is perpetual in nature unless either Party terminates this Agreement.

    2. 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.

    3. VAMASHIP reserves the right to levy interest of 3% per month on the entire overdue amount in all cases.

    4. The CUSTOMER undertakes to pay VAMASHIP for all changes in the scope of Services, whether requested by CUSTOMER in writing or verbally.

    5. Unless otherwise specified by VAMASHIP, the charges exclude any taxes, including the Goods and Services Tax (“GST”), under the relevant legislation.

    6. The CUSTOMER has agreed to accept the credit notes/debit notes and its tax implication raised by VAMASHIP in case of any mismatches.

    7. 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.

    8. 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.

    9. 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.

    10. On failure to pay the outstanding amount to VAMASHIP for whatsoever reasons, VAMASHIP shall suspend the Customer ID required to sign in.

    11. CUSTOMER agrees that this Agreement will be read along with the Service Providers’ terms and conditions, as may be indicated.

  3. Indemnification and Liability
    1. 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.

    2. The CUSTOMER hereby agrees to indemnify VAMASHIP andeach of their respective officers, employees and agents againstany loss, damage, claim, action and legal expense whichVAMASHIP suffers as a direct or indirect result of any negligentact or failure to act by the CUSTOMER.

    3. 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.

    4. VAMASHIP assumes no liability to the CUSTOMER or any otherperson for any loss or expense due to CUSTOMER’s failure tocomply with any provision.

    5. VAMASHIP’s liability for any of its obligations under thisAgreement, including without limitation, liability for the loss of ashipment, shall not exceed the lesser of the following: INR1000/- or the actual value of the loss or the declared value of theproperty subject to the loss.

    6. VAMASHIP shall not be liable for any shortage claimed within ashipment that shows no external evidence of tampering.VAMASHIP shall not be liable for any shortage within anyshipment that is distinctively and securely sealed.

  4. Termination
    1. This Agreement may be terminated by either Party, by giving aprior written notice of 30 days without assigning any reason.

    2. The termination of this Agreement shall be without any prejudiceto the accrued rights of either Party, including (without limitation)the shipping, payment and any other liability of that Party to theother Party.

    3. This Agreement may be terminated by either Party, withimmediate effect for:

      1. Any breach by other Party of any terms contained in thisAgreement; and/or

      2. f a petition for relief under any bankruptcy or insolvency isfiled by or against either Party; and/or,

      3. 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.

  5.  Representations and Warranties
    The CUSTOMER represents and warrants to VAMASHIP as follows:

    1. It is either the owner or the authorized agent of the owner of theproperty being shipped;

    2. It is solely responsible for packaging the goods in a manner thatis prone to damage during transit.

    3. It agrees to furnish such information and complete and attach tothis Agreement such documents as are necessary to complywith applicable laws, rules and regulations.

    4. VAMASHIP’s responsibility ends when VAMASHIP or itsauthorized agent or subcontractor delivers the shipment to theConsignee or the shipper or Consignee’s representative at thedestination.

  6. Intellectual Property Rights and Confidential Information
    1. Each Party agrees that, the brands, logos, trademarks, etc.,belonging to each Party are the exclusive property of therespective Party and cannot, in any circumstances, be used, orcopied, or altered in any manner which is identical/similar to thebrands/logos/trademarks of the other Party, without beingspecifically authorized in writing by that other Party.

    2. Each Party authorizes the other to use and include thetrademarks and corporate name, on the website and anypromotional material.

    3. All data, records and reports produced pertaining to the Servicesunder this Agreement, shall be treated by the CUSTOMER andits subcontractors as the exclusive property of VAMASHIP andfurnishing of such data, records and reports to any third party,whether for commercial or non-commercial purposes, shall havethe prior written consent of VAMASHIP.

    4. Each Party agrees to:

      1. use the Confidential Information only for the purposeexpressly provided under this Agreement and shall not,directly or indirectly, deal with, use, exploit or disclose suchConfidential Information or any part thereof to any personor entity or for any purpose whatsoever except asexpressly permitted in writing by the other Party; and

      2. not, without the prior written consent of the other Party,disclose or otherwise make available the ConfidentialInformation or any part thereof to any party other thanthose of its directors, officers, agents, servants,employees, professional advisors, contractors orprospective contractors who need to know the ConfidentialInformation for the purposes set forth herein.

    5. On termination of the Agreement, each Party shall return allConfidential Information and all properties and materials of theother Party. Each Party shall destroy all Confidential Informationwhich cannot be returned in material form and provide the otherParty with a certificate of destruction.

      For the purposes of this clause 7, Confidential Informationmeans any and all data or information of a Party (the“Disclosing Party”), and includes, but is not limited to, businessinformation, 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 businessinformation concerning the Disclosing Party, or any suchinformation of clients, CUSTOMERs, parents, affiliates,subsidiaries or agents of the Disclosing Party, which is disclosedby the Disclosing Party, whether directly in oral or material formto the other Party (the “Recipient”), or indirectly, by permittingthe Recipient to observe the conduct of the Disclosing Party’svarious operations or processes, but shall not include non-proprietary information.

  7. Dispute Resolution, Governing Law and Jurisdiction
    1. Any dispute shall be referred to arbitration under the IndianArbitration and Conciliation Act, 1996 and shall be adjudicatedby a sole arbitrator mutually appointed by the Parties

    2. Each Party shall consent to the appointment of the solearbitrator. In case of disagreement, any Party can approach theHigh Court at Mumbai for appointment of the arbitrator.Arbitration shall be held in Mumbai, India. The proceedings ofsuch arbitration shall be in the English language and thearbitrator’s award shall be final and binding on the Parties.

    3. This Agreement shall be governed by and construed inaccordance with the laws of India. The courts of Mumbai, India,shall have exclusive jurisdiction in connection with thisAgreement.

  8. Miscellaneous
    1. This Agreement constitutes the entire agreement between theParties with respect to any shipment and shall supersede allother understandings, offers and agreements, whether written ororal, between the CUSTOMER and VAMASHIP concerning theshipment and the CUSTOMER agrees to the terms in thisAgreement and the Logistics Service Provider’s terms.

    2. The illegality or invalidity of any paragraph, clause or provisioncontained in this Agreement shall not affect or invalidate theremainder of this Agreement.

    3. The titles of each section of this Agreement are for theconvenience of the Parties and does not affect the interpretationof this Agreement.

    4. Any amendment to this Agreement shall be binding only if it isreduced to writing and signed by both the Parties. All suchamendments shall be made only after mutual discussion.

    5. The rights and obligations under this Agreement shall not beassigned or transferred or sold to any third party whomsoever byeither Party.

    6. All notices, requests, demands, claims, and othercommunications hereunder shall be in writing. Any notice,request, demand, claim, or other communication hereunder shallbe deemed duly given if emailed and sent by Registered/SpeedPost Due to the following addresses as provided in Annexure Aof this Agreement.