Terms and conditions for DrobalExpress Ltd. Merchants
Welcome to DROBALEXPRESS LTD., a legally incorporated entity in Bangladesh
(referred to as "DrobalExpress Ltd."). Specializing in a wide range
of delivery and pick-up services, with a primary focus on facilitating seamless
e-commerce transactions. This electronic agreement ("Agreement")
serves as a binding contract between you (referred to as "Client")
and DrobalExpress Ltd..
By clicking the "I
accept" button and subsequently utilizing DrobalExpress Ltd.'s services,
you expressly acknowledge and accept the terms outlined in this electronic
contract. Please be aware that these Terms and Conditions are subject to
periodic updates, and any modifications will be considered effective from the
date of the initial service rendered to you.
In the context of this
Agreement, both you and DrobalExpress Ltd. are individually addressed as a
"Party," collectively referred to as the "Parties." We
appreciate your attention to these terms and look forward to providing you with
exceptional service.
DELIVERY SERVICES SCOPE
DrobalExpress Ltd. offers
a range of Fulfillment Services that the Client can access and utilize. These
services include:
- Forward Leg Deliveries:
- Transportation of goods from the
Client to its customer, involving logistics such as picking up invoiced
goods from the Client’s premises, transporting them to DrobalExpress Ltd.’s
facility, and dispatching them to the Client’s customer.
- Reverse Pickups:
- Pickup of goods from the Client’s
customers and delivery to the Client’s designated address.
- Cash on Delivery (CoD) Services:
- Handling cash for Forward Leg
Deliveries, including cash collection upon product delivery to the
Client’s customers.
A comprehensive list of
serviceable pin codes within DrobalExpress Ltd.'s territory is outlined in
Schedule 2, along with timelines for completing Fulfillment Services in these
areas. DrobalExpress Ltd. will exclusively provide Fulfillment Services for these
specified locations. The Serviceable Area List may be updated by DrobalExpress
Ltd. at its sole discretion, without prior notice to the Client.
CLIENT RESPONSIBILITIES
The Client acknowledges
that the direct contractual relationship with DrobalExpress Ltd. rests solely
with them (i.e., the Merchant). All rights, claims, and liabilities pertain
exclusively to the Client. DrobalExpress Ltd. holds no duty or obligation to
end recipients and will not address claims or complaints from them. In such
instances, the Client is solely responsible for resolving issues with end
recipients.
The Client must ensure
that product packaging is secure, appropriate for transportation, and compliant
with applicable laws. Additionally, the goods for delivery must be prepared for
pickup at the designated time; failure to do so may result in additional fees.
The Client is responsible
for verifying that the goods inside the package match their description on
outer packaging/documentation. Any discrepancies leading to lost or damaged
goods, where the actual content does not match the description provided by the
Client, will not be compensated by DrobalExpress Ltd.. Such practices
constitute a material breach of company policies, allowing DrobalExpress Ltd.
to refuse service and ban the client from using the company’s products and
services.
The Client must not
handover any Banned Goods (banned, restricted, illegal, prohibited, stolen,
infringing third-party rights, hazardous, or in breach of tax laws).
Upon request, the Client
must provide forecasting reports, as suggested by DrobalExpress Ltd.,
forecasting the potential Fulfillment Services requirement. Additionally, DrobalExpress
Ltd. may request ad hoc or periodic information regarding the nature and volume
of consignments requiring Fulfillment Services.
DROBALEXPRESS LTD.
RESPONSIBILITIES
DrobalExpress Ltd. is
committed to delivering Fulfilment Services with a high level of expertise and
adherence to relevant laws.
The selection, hiring,
assignment, and supervision of fulfilment personnel are the exclusive
responsibilities of DrobalExpress Ltd.. This ensures the provision of
Fulfilment Services in alignment with the terms stipulated in this Agreement.
DrobalExpress Ltd. bears
sole responsibility for the disbursement of salaries, wages, and other
obligatory payments, encompassing provident fund contributions and gratuity,
for its fulfilment personnel. The Client is absolved of any liability in this
regard.
In the event that the
Client raises concerns about the conduct or performance of any DrobalExpress
Ltd. fulfilment personnel, DrobalExpress Ltd., following an investigation and
as deemed appropriate at its sole discretion, will take measures to ensure that
such personnel no longer serve the Client. It is important to note that there
is no obligation to pursue further action, unless mandated by applicable law
DrobalExpress Ltd. is
committed to ensuring that, following the successful delivery of a package to
the Client's customer, an SMS notification is promptly dispatched to the said
customer. The timing of the delivery SMS will serve as the conclusive point of
service completion ("Conclusion Point"). In the absence of any valid
disputes raised by the Client within the stipulated timelines outlined in
Clause 3 under Client Obligations, the SMS notification shall stand as the
definitive and conclusive evidence of the Fulfilment Services' fulfillment for
that specific Client consignment.
The transfer of cash
collected through the Cash on Delivery (COD) Services to the Client's
designated account will be facilitated by DrobalExpress Ltd. from Sunday to
Thursday each week. This transaction will be carried out via bank account
transfer or through BKASH, as mutually agreed upon with the Client.
DrobalExpress Ltd.
Reservation of Rights
DrobalExpress Ltd.
retains the authority, to be executed by its staff, to decline acceptance of
any product or package supplied by the Client, with notification to the Client,
based on various grounds, including but not limited to:
- Inadequate packaging
- Absence of invoices or essential documentation
- Delivery location falling outside the Serviceable Area
List
- Transportation of Banned Goods
- Product value surpassing specified thresholds without
adequate insurance coverage
DrobalExpress Ltd. holds
the right to implement a lien, withhold, and offset any funds received from the
Client's customers through Cash on Delivery (CoD) Services against outstanding
dues from the Client. This action will be taken for any amounts remaining
unpaid beyond the stipulated payment due date, as detailed in the FEES AND
PAYMENT TERMS section (Clause 7).
DrobalExpress Ltd.
assumes no liability for compensation in the event that items belonging to the
following categories are discovered to be insufficiently packed for prompt and
secure delivery/transportation by the delivery personnel:
- Fragile Items
- Liquid Items
- Cooked food/easily perishable items
Representations and
Assurances
DrobalExpress Ltd.
affirms and guarantees the following:
- It possesses complete authority, absolute power, and
competence to deliver Fulfilment Services, fulfilling all obligations
under this Agreement, inclusive of essential licenses, permits, and
approvals according to relevant laws.
- It engages and retains a proficient workforce
adequately trained to provide Fulfilment Services.
The Client asserts and
guarantees:
- The following aspects concerning the Client adhere to
good order and comply with all relevant laws and regulations:
organizational standing; legitimate business activity; corporate power and
authorization; governmental approvals; proprietary information agreements
with employees. Furthermore, there has been no restriction imposed by any
regulatory authority on conducting business.
- It holds all necessary rights and licenses for goods or
any other content provided to DrobalExpress Ltd. for Fulfilment Services.
The Client assures DrobalExpress Ltd. that activities undertaken on behalf
of the Client will not violate any third-party rights or licenses.
- It ensures that goods or any provided content to DrobalExpress
Ltd. do not contain Banned Goods, offensive/derogatory/explicit/perverse
material to any specific race, gender, or class, and do not breach any
applicable laws.
- It commits to compliance with all regulatory
requirements related to taxes, levies, etc. (including but not limited to
VAT, service taxes, octroi, local body taxes, etc.) as applicable. The
Client assumes sole responsibility for penalties imposed by any regulatory
authority due to non-compliance.
- The Client is exclusively accountable for any
confiscation/seizure/disposal of goods by any regulatory authority due to
law violations or failure to comply with regulatory requirements during
the provision of Fulfilment Services by DrobalExpress Ltd., even with
prior advisement from DrobalExpress Ltd..
FEES AND PAYMENT TERMS
The compensation due to DrobalExpress Ltd. for the provision of
Services ("Fees") includes VAT and is presented to the Client as is,
with the possibility of periodic adjustments.
All applicable taxes on the Fees for the services provided are
the responsibility of the Client.
DrobalExpress Ltd. will issue an invoice to the Client at the
end of each calendar month for the Fulfilment Services performed in the
preceding month. The terms outlined in this Agreement require the Client to
settle the invoice within fifteen (15) days from the date of its submission.
In the event of any dispute regarding an invoice (or any part
thereof) issued by DrobalExpress Ltd., the Client must notify the discrepancy
within 7 (seven) days of receiving the invoice. Failure to provide timely
notice will result in the invoice being deemed undisputed and must be paid in
full within the stipulated timeframe mentioned above.
DrobalExpress Ltd.
Systems Integrations and Technical Support
DrobalExpress Ltd. will
furnish an online administrative panel on its website, facilitating the
Client's management and communication of requirements for Fulfilment Services,
as well as supervising their execution.
The digital tools and
panels provided by DrobalExpress Ltd. to the Client, collectively referred to
as 'DrobalExpress Ltd. Digital Resources,' are offered on an 'as is' basis,
without any warranty, including fitness for a particular purpose. The Client's
utilization or integration of these resources is undertaken at its own risk and
discretion.
All rights, title,
interest, and intellectual property associated with the DrobalExpress Ltd.
Digital Resources shall remain exclusively vested in DrobalExpress Ltd.. The
Client is granted a limited, terminable, non-exclusive license to use these
resources solely for the duration of this Agreement.
LIMITATION OF LIABILITY
In the event that a
consignment of goods/products entrusted to DrobalExpress Ltd. by the Client
remains undelivered to the Client or the Client's customer for a period of 30
days from the date of handover, such consignment shall be deemed 'Lost.'
Regarding Lost or damaged
consignments during a Forward Leg Delivery, where the loss or damage is
attributable to the fault of DrobalExpress Ltd. personnel after the consignment
handover, the Client acknowledges and agrees that DrobalExpress Ltd.'s
liability shall be restricted to the lesser of the invoice value or BDT 1,000
(One Thousand).
Concerning Lost
consignments during a Reverse Pick-up, the Client agrees that DrobalExpress
Ltd.'s liability shall be capped at the invoice value or BDT 1,000 (One
Thousand). This liability is applicable solely in 'Lost' cases, and no
liability is assumed for damaged consignments in Reverse Pick-ups.
For Lost or damaged
consignments exceeding a value of BDT 1,000 (One Thousand), DrobalExpress Ltd.
will furnish a scanned copy of the certificate of facts ("COF")
within 10 working days upon receiving a request from the Client. DrobalExpress
Ltd.'s liability is capped at BDT 1,000 (One Thousand), unless the provided COF
is rejected by the Client's insurance provider, in which case DrobalExpress
Ltd. will furnish a revised COF within 14 working days.
It is mutually agreed that
under no circumstances shall DrobalExpress Ltd.'s liability, whether for loss,
damage, or any other events during Forward Leg Delivery or Reverse Pick-up,
exceed BDT 1,000 (One Thousand).
DrobalExpress Ltd. shall
not, under any circumstance, be liable to any party other than the Service
Requestor, whether in contract, tort, or otherwise, for indirect, special,
incidental, exemplary, punitive, or consequential damages of any nature, even
if advised of the possibility of such damages.
CONFIDENTIALITY
CLAUSE
Both
involved parties commit to maintaining the confidentiality of any sensitive
information. This obligation extends to ensuring that their respective
officers, employees, agents, affiliates, and professional advisors also uphold
this confidentiality. The Confidential Information is to be utilized solely for
the purpose of providing Delivery Services and fulfilling obligations under
this Agreement.
The term
"Confidential Information" encompasses all technical and non-technical
data related to the business and operations of either party, acquired both
before and after the Agreement's effective date. Additionally, any information
explicitly marked as confidential by either party falls under this category.
Notably, DrobalExpress Ltd. Digital Resources are expressly identified as part
of DrobalExpress Ltd.’s Confidential Information, and the Client is prohibited
from disclosing them to third parties.
Indemnification Clause:
The Client hereby agrees to
indemnify, defend, and absolve DrobalExpress Ltd. from any and all claims,
demands, actions, liabilities, costs, interest, damages, and expenses,
including legal and other associated costs, charges, and expenses. This
indemnification encompasses, but is not limited to, situations arising from (a)
any wrongful or negligent acts or omissions committed by the Client or any
person engaged by the Client; (b) any breach of the Client's obligations
stipulated in this Agreement; (c) any third-party actions or claims brought
against the Client; and (d) any violation of applicable laws by the Client. The
rights, powers, privileges, and remedies granted in this indemnity are
cumulative and not exclusive of any rights, powers, privileges, or remedies
afforded by law
Assignment
Clause:
Neither
party can transfer this Agreement or any associated rights and obligations
without prior written consent from the other party. Any attempted assignment
without consent is void. However, DrobalExpress Ltd. may assign rights and
obligations to its affiliates, group companies, or subsidiaries, with a 24-hour
written notice to the Client.
Force
Majeure:
If either
party is unable to fulfill obligations due to force majeure events such as
earthquakes, typhoons, floods, terrorism, or other unforeseen events beyond
their control, the affected party must promptly notify the other party.
Detailed information and documents supporting the force majeure event must be
provided within fifteen (15) days. During such events, neither party is liable
for damages or increased costs, and it does not constitute a breach of the
Agreement. The affected party will make reasonable efforts to minimize the
effects and resume performance promptly.
Law
and Jurisdiction:
This
Agreement, its terms, and disputes related to it are governed by Bangladesh
laws. Disputes will be exclusively under the jurisdiction of the courts in
Dhaka.
Compliance:
Each party
agrees to comply with local laws, ordinances, and codes while performing
obligations under this Agreement. If a party becomes aware of any violation, it
must take immediate steps to remedy it. Additionally, both parties will
maintain proper records, including accounting records, as required by
applicable laws, codes of practice, or corporate policies.
Severability:
If any provision of this Agreement is deemed invalid, illegal, or unenforceable, the remaining provisions remain unaffected. The parties will replace the invalid provision with a mutually acceptable one that aligns with the original intention of the Agreement.