Terms and Conditions of Services

These are Janio’s standard terms and conditions. “Terms and Conditions of Services of Janio (Standard T&Cs)” are applicable to customers whose Service Agreement (cover letter) makes reference to the same. “Terms and Conditions of Self-Lodge Operation Services of Janio (Standard Self Lodge T&Cs) ” are applicable to customers whose Service Agreement (cover letter) makes reference to the same.

  1. Terms and Conditions of Services of Janio (“Standard T&Cs”)
  2. Terms and Conditions of Self-Lodge Operation Services of Janio (“Standard Self-Lodge T&Cs”)

Terms and Conditions of Services of Janio (“Standard T&Cs”)

Applicable to you if we provide you with Exworks/FOB rates and/or services.

Except as otherwise expressly agreed in writing, the following terms and conditions will apply to the relationship between the Supplier (as defined in the Service Agreement) and the Customer (as defined in the Service Agreement).

1. DEFINITIONS AND INTERPRETATION

1.1 Unless the Service Agreement otherwise expressly provides or the context otherwise requires:

1.1.1 references to clauses and sub-clauses, are references to the clauses and sub-clauses respectively of this Standard Terms and Conditions;

1.1.2 reference to Schedules are references to the Schedules of the Service Agreement or whatever schedules the Supplier designates to be;

1.1.3 words denoting the singular shall, where applicable, include the plural number and vice versa, and words denoting persons only shall, where applicable, include firms and corporations;

1.1.4 headings of clauses, sub-clauses, and Schedules are for ease of reference only and shall not affect the interpretation of this Standard Terms and Conditions;

1.1.5 “written” and “in writing” shall include email; and

1.1.6 “month” is a reference to a period starting on one day of a calendar month and ending on the numerically corresponding day on the next succeeding calendar month.

1.2. the following words and expressions shall have the following meanings in this Standard Terms and Conditions:

Additional Supporting Documents: means additional objective document(s) to be furnished by the Customer, including but not limited to photographic evidence and documents in the Customer’s own database, to support any further disagreement they may have as against the Supplier’s Response as respect to the Claims.

Ad-hoc Charges: means any Duties and Taxes Charges, Extra Arrangements Charges, Freight Charges, and / or any other Charges agreed to from time to time, between the Supplier and the Customer in writing and subject to the Supplier’s finance department approval calculated based on the Ad-hoc Rates and will only be applicable to specified Orders.

Ad-hoc Rates: means any rates that are not the Rates as set out in Schedule 4 of the Service Agreement or the Supplier Standard Rates, as agreed to from time to time between the Supplier and the Customer in writing and subject to the Supplier’s finance department approval.

Affiliates: means any person or entity that directly or indirectly Controls, or is Controlled by or is under the common Control with the Supplier or Customer (as the case may be).

Anti-Bribery and Anti-Corruption Policy: means the Supplier’s anti-bribery and anti-corruption policy that is in compliance with the Corruption Laws and as amended by the Supplier from time to time.

Bank Charges: means any fees and charges imposed by the Supplier’s bank and / or any third-party remittance company appointed by the Supplier arising out of the transfer of monies, collected by the Supplier from the Cash on Delivery, to the Customer’s bank account.

Business Day: means any day (other than a Saturday, Sunday or public holiday) on which commercial banks are open for normal business in Singapore and in other countries where the Customer operates in.

Cancelled Order: means any Goods or Shipment that is eventually not delivered to the Recipient due to a cancellation by the Customer.

Cash on Delivery: means a type of additional service, that may be provided by the Supplier to the Customer, of collecting cash payment from the Recipient upon the delivery of the Goods directly to the Recipient on behalf of the Customer.

Cash on Delivery Administrative Cost: means any additional fees, charges and costs related to and arising out of the Cash on Delivery based on the calculations set out in the Rates and for the avoidance of doubt such costs are calculated based on the Declared Commercial Invoice Value per item delivered save as otherwise agreed in writing by Parties.

Cash on Delivery Charges: means any costs, including but not limited to Cash on Delivery Administrative Cost, the Bank Charges, and any other fees and expenses in connection with the Cash on Delivery supplied based on the calculations set out in the Rates and for the avoidance of doubt is calculated based on the Declared Commercial Invoice Value save as otherwise agreed in writing by Parties.

Charges: means one or more of the following:

a. Bank Charges;

b. Ad-hoc Charges;

c. Cash on Delivery Charges;

d. Duties and Taxes Charges;

e. Extra Arrangement Charges;

f. Freight Charges;

g. Fulfilment Charges;

h. Insurance Charges; and

i. Storage Fee.

Claims: means one or more of the following:

a. Damaged Goods Claim;

b. Invoice Claim;

c. Missing Goods Claim;

d. Return Claim; and

e. Unsuccessful Delivery Claim;

and for the avoidance of doubt does not include Service Level Agreement Claims.

Conditions of Carriage: means the terms and conditions of the contract entered into between the Supplier and the Logistics Provider(s) for the Services required to complete the Order(s) which shall be incorporated into the Service Agreement as amended mutatis mutandis.

Confirmation Notice: means a written confirmation issued by the Supplier to the Customer accepting the Customer’s Order.

Consignee: means the party receiving the Shipment after Customs Clearance.

Control: means in relation to a company (i) owning shares with voting rights which comprise more than 50% of the shares in the aforementioned company, or (ii) having the ability to appoint a majority of the board of directors or otherwise to control management decisions of the aforementioned company whether through rights attaching to shares held, by contractual arrangement or otherwise, and provided that where any entity has Control of a second entity which in turn has Control of a third entity, that first entity shall be considered to Control the third entity.

Corruption Laws: means all applicable laws and regulations in force (in jurisdictions where the Customer and Supplier and / or the Supplier’s Group Entity operates) and amended from time to time, and any re-enactment thereof, relating to anti-bribery and anti-corruption including, but not limited to:

(a) the Corruption, Drug Trafficking and other Serious Crimes (Confiscation of Benefits) Act (Cap. 65A);

(b) the Prevention of Corruption Act (Cap. 241);

(c) the United States Foreign Corrupt Practices Act, 1977; and

(d) the United Kingdom Bribery Act, 2010.

Cross Border Shipment: means the provision of Shipment from one country to another country.

Customs Clearance: means a type of service provided by the Supplier or the Logistic Provider, as the case may be, of ensuring the Goods meets all customs rules and regulations so that the Goods is allowed by the

customs of the Territory to cross the border of the Territory to be delivered to the Recipient.

Customer Default: means any act, omission or failure by the Customer to perform any of its obligations under the Service Agreement.

Damaged Goods: means Goods which have defects to their state and / or condition subject to a minimum threshold as determined by the Supplier.

Damaged Goods Claim: means each and every claim, disagreement or dispute which the Customer may have as to the state and condition of the Shipment as received by the Recipient.

Data Protection Legislation: means all legislation and regulatory requirements in force (in jurisdictions where the Customer’s data is collected) and amended from time to time, and any re-enactment thereof, relating to the collection, use, disclosure and / or processing of Personal Data including, without limitation, the Personal Data Protection Act 2012 (No. 26 of 2012).

Declared Commercial Invoice Value: means the value the Customer represents to the Recipient the Shipment is worth.

Declared Value: means the value the Customer represents to the relevant Logistic Provider and Supplier the Shipment is worth.

Deliveries: means the arrangement by the Supplier for the delivery of the Goods from the Place of Origin to the Recipient at the Receiving Address.

Discount: means any discount applied to the Charges as provided by the Supplier in its sole discretion to the Customer calculated based on the Rates.

Dispute: means any disagreements that the Customer has with the Supplier and brings a Claim for.

Dispute Notice: means:

(a) a written notice given to the Supplier by the Customer specifying the defects for Damaged Goods Claim;

(b) a written notice of the disagreement given to the Supplier by the Customer specifying the invoice or part of the invoice that the Customer is bringing an Invoice Claim for;

(c) a written notice given to the Supplier by the Customer specifying and describing the Missing Goods for Missing Goods Claim;

(d) a written notice given to the Supplier by the Customer requested for a Proof of Return for a Return Claim; or

(e) a written notice given to the Supplier by the Customer requesting for Proof of Delivery for Unsuccessful Delivery Claim

to be in the form found in Schedule 3

Dispute Notice Period: means fifteen (15) Business Days from the receipt of the invoice which the Customer is disputing or making a Claim save for claims concerning:

(a) Return Claims: the applicable period shall be thirty (30) Business Days from the earlier of the (i) date of Election and (ii) the date of the automatic trigger of the Return to Shipper Mechanism; and

(b) Unsuccessful Delivery Claim: the applicable period shall be ten (10) Business Days from the date of delivery as recorded in the Supplier’s working system with respect to an Order.

Disputed Sums: means the sum total of the portion(s) of the invoice(s) which the Customer has raised a Dispute.

Domestic Shipment: means the provision of Shipment within the same country.

Duties and Taxes Administrative Cost: means any additional fees and charges related to and arising out of the Duties and Taxes Charges based on the calculations as set out in the Rates and for the avoidance of doubt such fees and charges are based on the total Declared Value and is subjected to the amount that the Supplier is charged at the customs of the Territory.

Duties and Taxes Charges: means any duties, taxes and / or penalties levied on goods imported into the Territory under the applicable laws and regulations, Duties and Taxes Administrative Cost, and any other applicable charges, duties, penalties and / or taxes incurred by the Supplier in the rendering of the Services, under the laws and regulations of Singapore and the Territory, based on the calculations set out in the Rates according to the rules and regulations imposed by the relevant authorities of Singapore and the Territory and subject to the amount charged at the Customs of the Territory. In the event there is any variation in rules and regulations imposed by the relevant authorities of Singapore and the Territory which results in any increase in the Duties and Taxes Charges, taxes, penalties and any other applicable charges, duties and taxes incurred by the Supplier as compared to the Rates, these increase shall form part of the Duties and Taxes Charges notwithstanding them not being included in the Rates.

Election: means choosing to trigger the Return to Shipper Mechanism in accordance with Clause 4.12 or 4.13 as the case may be.

Election Period: means 48 hours from the time a notice is provided by the Supplier to the Customer in accordance with Clause 4.12 or 4.13 as the case may be.

Extra Arrangement: means any other services to be provided by the Supplier to the Customer as agreed to in writing between Parties from time to time and subject to the Supplier’s finance department approval.

Extra Arrangement Charges: any costs, fees and expenses in connection with the Extra Arrangement supplied based on the Supplier’s Standard Rates or Ad-hoc Rates as the case may be.

First Touchpoint: means the collection of Goods from the Place of Origin.

Force Majeure Event: means an event that is beyond the reasonable control of the Supplier and is associated directly with the Services, and without prejudice to the generality of the foregoing, shall include without limitation any of the following:

(a) act of God, strike, work stoppage, lockout or industrial actions, labour or trade dispute, difficulty or increased expense in obtaining workers, materials or transport, act of the public enemy, war declared or undeclared, invasion, act of terrorism or sabotage, embargo, blockade, revolution, riot, insurrection, civil or military disturbance or commotion, sabotage, lightning, fire, storm, flood, or other unusually severe weather conditions, earthquake, volcanic eruption, natural disaster, explosion, peril of the sea, embargo, epidemic, pandemic, radioactive, chemical or biological contamination, aircraft crash, loss or malfunction of utilities, communications or computer services, or failure or delay of transportation; or

(b) decisions, actions, omissions or delays in acting by a governmental authority or agency, including without limitation: (i) sudden declaration of ungazetted public holidays; (ii) imposing an export or import restriction, quota or prohibition; and (iii) the failure to grant or the revocation of applicable licences and / or approvals, necessary for the purpose of the import of the Goods.

Freight: means transporting the Goods by land, sea or air for the purposes of completing the Order(s).

Freight Charges: means any costs, fees and expenses in connection with the Goods for Freight, based on the Weight of each item in an Order and any item may be re-weighed and re-measured by the Supplier to confirm the measurements, calculated based on the Rates.

Fulfilment: means the services of Inbound, Fulfilment Storage, Outbound and Returns Handling of the Goods on behalf of the Customer by the Supplier, which will be calculated based on the Rates.

Fulfilment Charges: means any costs, fees and expenses in connection with the Fulfilment supplied based on the calculations set out in the Rates.

Fulfilment Storage: means

(a) the service of storing the Customer’s items under Fulfilment, by the Supplier on behalf of the Customer;

(b) inventory management and reporting which includes any inventory adjustment as and when required to rectify any discrepancies between the quantities of the Customer’s items recorded physically and the quantities recorded in the Supplier’s system; and

(c) Periodical Cycle Counts.

Goods: means all the items specified in an Order to be delivered to a Recipient at the Receiving Address.

Group Entity: means one or more of the subsidiaries, holding company (if any) and/ or joint venture partners of the Supplier.

GST: means the prevailing rate for goods and services tax under the Goods and Services Tax Act (Cap. 117A).

Inbound: means

(a) the receipt of the Customer’s items in the Supplier Warehouse (whether from the Customer or otherwise);

(b) unpacking of the Customer’s items;

(c) labelling of the Customer’s items; and

(d) any other services to be provided by the Supplier to the Customer that may be agreed to from time to time between Parties, which will be calculated based on the Rates.

Incident Report: means a report prepared either by the Supplier or the Logistic Provider concerning any incident during the delivery of the Goods and / or any events leading to the Missing Goods or Damaged Goods.

Insurance: means the insurance to be purchased by the Customer from the third-party insurer as arranged by the Supplier for the Services provided.

Insurance Charges: any costs, fees and expenses in connection with the Insurance to be calculated based on the Rates.

Insurance Payment Limits: means the amounts liable to be paid by the Supplier under the terms and conditions of the Insurance.

Interest: means interest that accrues each day at 4% a year above the SIBOR base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

Internal Dispute Mechanism: means the process set out in Clause 6.8.

Invoice Claims: means each and every claim, disagreement or dispute which the Customer may have as to the contents of the invoice due to:

(a) the Weight of an item recorded; and / or

(b) quantity of Order recorded

Janio Freight Statement: means the document issued by the Supplier which sets out the dimensions of the Shipment provided to the Supplier by its third-party airway transport providers.

Liability: means all and any actions, causes of action, claims, counterclaims, suits, indemnifications, damages, demands or rights whatsoever or howsoever arising, whether present, future, prospective or contingent, known or unknown, whether or not for a fixed or unliquidated amount, whether or not involving

the payment of money or the performance of any act or obligation, whether arising at common law, in equity or by statute in Singapore or in any other jurisdiction or in any other manner whatsoever.

Logistics Provider: means

(a) a third-party logistics services provider engaged by the Supplier (to be chosen at the Supplier’s sole discretion, unless otherwise agreed in writing between the Customer and the Supplier) for the purposes of fulfilling the Order(s); and

(b) for the avoidance of doubt, the Logistics Provider(s) is not considered an agent of the Supplier.

Missing Goods: means any Goods that has been collected by the Logistic Provider from the Pick-up Address but is not received by the Recipient.

Missing Goods Claim: means each and every claim, disagreement or dispute which the Customer may have over any Goods that has been collected by the Logistic Provider from the Pick-up Address but is not received by the Recipient

Order: means a document issued or any form of communication by the Customer to the Supplier requesting the delivery of Goods to a Recipient at a Receiving Address pursuant to the Service Agreement and this Standard Terms and Conditions.

Order Database: means the online database through which the Supplier receives Orders from Recipients.

Outbound: means

(a) generating a picking list and sales order;

(b) picking of the Customer’s items from the storage location of the Customer’s items to match the packing list;

(c) packing in accordance with the Order(s) as agreed with the Customer; and

(d) any other services to be provided by the Supplier to the Customer that may be agreed to from time to time between Parties, which will be calculated based on the Rates.

Payment Deadline: as defined in Clause 6.5.1.

Periodical Cycle Counts: means the physical verification of the quantities of the Customer’s items in Fulfilment Storage and includes any inventory adjustment as and when required to rectify any discrepancies discovered during the physical verification of the number of the Customer’s items in Fulfilment Storage.

Personal Data: means data, whether true or not, about an individual who can be identified from that data or from that data and other information to which an organisation has or is likely to have access.

Pick-up: means the service provided by the Logistic Provider(s) of collecting the Goods from the Pick-up Address.

Pick-up Address: means the place designated by the Customer where the Goods are to be collected for Deliveries.

Place of Origin: means the place where the Goods are first collected for Deliveries and in the case of:

(a) Fulfilment: the Supplier Warehouse; and

(b) any other Service: the Pick-up Address

Proof of Delivery: means the document provided by the Logistic Provider to the Supplier recording a successful delivery of the Shipment to the Recipient.

Proof of Return: means the document provided by the Logistic Provider to the Supplier recording a successful delivery of the Uncollected Shipment or Cancelled Order back to the Customer’s warehouse.

Quotation: means the quote given by the Supplier to the Customer which is determined based on the quantity of Orders and the Receiving Address, and the sum of which is to be fixed to the Rates with effect on the date on which the quote is given. The components of the quote are the applicable Charges.

Rates: means the charges and fees calculated as set out in Schedule 4 of the Service Agreement which are updated from time to time and based on which the Charges are calculated and in the event there is any update to the Rates, the Supplier shall notify the Customer no later than one (1) month prior to the commencement of the updated Rates.

Receiving Address: means a destination within the Territory as specified by the Customer in an Order.

Recipient: means a person or corporation to whom the Goods are delivered or intended to be delivered to by the Customer.

Repeat Delivery: means after an Uncollected Shipment, another up to three (3) attempts by the Logistic Provider to attempt to complete the Deliveries.

Return Claims: means each and every claim, disagreement or dispute which the Customer may have as to a successful return of any undelivered Shipment back to the Customer’s storage location under the Return to Shipper Mechanism.

Returns Handling: means the service of returning back any of the Customer’s items back to the inventory of the Customer’s items under Fulfilment by the Supplier on behalf of the Customer and any other services to be provided by the Supplier to the Customer that may be agreed to from time to time between Parties, which will be calculated based on the Rates.

Return to Shipper Mechanism: means the process by which any undelivered Shipment is returned back by the Supplier to the Customer’s storage location and for the avoidance of doubt, the costs of implementing the Return to Shipper Mechanism is based on the Charges calculated according to the same Rates in the Quotation.

Services: means one or more of the following as agreed to between the Parties:

(a) the aggregation and coordination of the services provided by Logistics Provider(s) excluding Pick-up;

(b) the aggregation and coordination of the services provided by Logistics Provider(s) including Pick-up;

(c) Fulfilment;

(d) Cash on Delivery; and / or

(e) any other Extra Arrangement.

Service Agreement: means the agreement made between Taurus One Pte Ltd (f.k.a Janio Technologies Private Limited), a company incorporated under the laws of the Republic of Singapore and having its registered office at 163 Tras Street, #10-05 Lian Huat Building, Singapore 079024 and its respective customers, which incorporates this Standard Terms and Conditions.

Service Level Agreement: means progressing from the First Touchpoint to the first attempt at delivery to the Recipient within the number of days as set out in the Rates and for the avoidance of doubt the calculation of the number of days is exclusive of the date of the First Touchpoint. The following is not taken into account for calculating the aforementioned number of days:

(a) the number of days the Supplier withholds delivery of the Shipment due to the Recipient’s refusal to pay the required Duties and Taxes Charges and / or other Charges pursuant to Clause 11;

(b) delays due to inaccurate and / or incomplete data supplied to the Supplier; and

(c) any delays on the part of the Logistic(s) Provider.

Service Level Agreement Claim: means each and every claim, disagreement or dispute which the Customer may have as to the Supplier’s inability or failure to meet the Service Level Agreement.

Shipment: means Goods which have been transported from the Place of Origin to the Territory for delivery to the Receiving Address.

SIBOR: means the Singapore Interbank Offered Rate which is a daily benchmark rate stated in Singapore dollars, for lenders and borrowers within the Asian market.

Storage: means the service of storing Goods, which are not Goods stored for Fulfilment, by the Supplier on behalf of the Customer whether at the (i) Customer’s request or (ii) or when Goods are held in a warehouse by the Supplier for a period in excess of fourteen (14) calendar days.

Storage Fee: means the fee for Storage to be charged by the Supplier to the Customer in the amount to be determined by the Supplier.

Supplementary Charges: means additional Charges to be charged by the Supplier to the Customer due to any error(s) in the original invoice provided resulting in an undercharging by the Supplier to the Customer, arising from inter alia the intentional input of an inaccurate postal code by the Recipient.

Supplier Database: means the database of rates maintained by the Supplier, which shall be updated from time to time, of which access for viewing shall be granted by the Supplier to the Customer. The Supplier shall inform the Customer where and how to access this database and notify the Customer of any change in the location of the database.

Supplier’s Personal Data Protection Policy: means the Supplier’s policy with regard to the protection of all Personal Data received which shall be in accordance with Data Protection Legislation.

Supplier’s Response: as defined in Clause 6.8.4.

Supplier Standard Rates: means the rates in the Supplier’s Database which shall apply from time to time for the provision of any goods and services for which no Rates or Ad-hoc Rates have been agreed to or are applicable.

Supplier Warehouse: means a warehouse designated by the Supplier to the Customer to store Goods on behalf of the Customer whether for Fulfilment or Storage.

Supply Conditions: means this Standard Terms and Conditions, any other terms and conditions of the Service Agreement and the Conditions of Carriage as amended mutatis mutandis, and as amended from time to time.

Supporting Documents: means documents provided by the Supplier as respect to:

(a) Damaged Goods Claim: an Incident Report and any available photographic evidence;

(b) Invoice Claim: documentary records including but not limited to (i) Janio Freight Statement; (ii) Proof of Delivery; (iii) any information or records in the Supplier’s working system or provided to the Supplier by the Logistics Provider(s); (iv) material safety data sheet; (v) GST permit where applicable; and such other documents (e.g. the Badan Pengawas Obat dan Makanan for Shipment to Indonesia) which are definitive save for clear data entry error;

(c) Missing Goods Claim: an Incident Report;

(d) Return Claims: Proof of Return; and

(e) Unsuccessful Delivery Claims: Proof of Delivery.

Territory: means any one more of the countries in the list of countries as set out in the Supplier Database that is updated from time to time.

Total Payment: means the aggregate of the applicable Charges, including without limitation the Supplementary Charges and any related administrative costs, subject to any applicable GST in Singapore and / or VAT in the Territory, and taking into consideration any applicable Discount, to be paid by the Customer to the Supplier in consideration for the supply of the Services.

Unacceptable Shipment: as defined in Schedule 1.

Uncollected Shipment: means any Shipment that is not collected by the Recipient, by reason of the Recipient being unidentifiable, not locatable or refusal to collect the Shipment, after three (3) attempts by the Logistic Provider to deliver the Shipment to the Receiving Address.

Unsuccessful Delivery Claims: means each and every claim, disagreement or dispute which the Customer may have as to the successful receipt of the Shipment by the Recipient.

VAT: means any applicable value added taxes under the laws and regulations of the Territory.

Volumetric Weight: is measured by the multiplication of the Good’s length, width and height (in centimetres) divided by 5000.

Weight: means the higher of the Volumetric Weight or the actual weight of the Goods.

2. BASIS OF AGREEMENT

2.1 An Order constitutes an offer made by the Customer to the Supplier to obtain the Services in accordance with this Standard Terms and Conditions.

2.2 Upon receipt of an Order:

2.2.1 to be accepted only when the Customer accepts the Quotation and the Supplier issues a Confirmation Notice; or

2.2.2 the Order is deemed accepted by the Supplier once the Order has been successfully recorded in the Supplier’s Order Database
whichever is applicable.

2.3 For the avoidance of doubt and as the case may be:

2.3.1 when the Customer accepts the Supplier’s Quotation, the Rates upon which the Quotation is given will not be changed in any event with the Rates being fixed to the date of the Confirmation Notice; or

2.3.2 the Rates upon which the applicable Charges are calculated is fixed to the date on which the relevant Order is uploaded onto the Supplier’s Order Database,

and any fluctuations in the Rates subsequent to the acceptance of the Supplier’s Quotation or the upload of the Order onto the Supplier’s Order Database is disregarded and cannot be relied on by the Parties unless the Supplier in its sole discretion offers to re-negotiate the Charges with the Customer.

2.4 The Supplier reserves its rights to levy any additional surcharge on the Rates when necessary, including but not limited to events of a surge in fuel prices and a pandemic.

3. GENERAL TERMS AND CONDITIONS

3.1 The Supplier shall use commercially reasonable efforts to arrange for the delivery of the Goods to be made to the Receiving Address specified in an Order subject to all applicable laws and regulations for the importation of goods of the Territory.

3.2 The Supplier shall notify the Customer of any requirements for the importation of goods in the Territory. If Customer is unable to meet such requirements and the Parties are unable to agree upon an alternate solution that complies with all applicable laws and regulations, the Supplier may reject the Order without any Liability after informing the Customer about the same.

3.3 The Supply Conditions apply to the exclusion of any other terms and conditions that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, unless otherwise agreed to in writing by the Supplier.

3.4 The Customer acknowledges and agrees that the provision of the Services by the Supplier is subject to the Customer’s acceptance of Conditions of Carriage of each respective Logistic Provider and any breach by the Customer of any of the Conditions of Carriage may be treated as a material breach of the Service Agreement.

4. SUPPLY OF SERVICES

4.1 The Supplier shall supply the Services to the Customer in accordance with the Supply Conditions.

4.2 The Supplier shall use any Personal Data received whether of the Customer or the Customer’s Recipients in accordance with the Supplier’s Personal Data Protection Policy.

4.3 The Supplier reserves the right to amend or supplement the Supply Conditions from time to time:

4.3.1 to comply with any applicable law or regulatory requirement (in jurisdictions where the Customer and Supplier and /or the Supplier’s Group Entity operates); or

4.3.2 if the amendment(s) will not materially affect the nature and / or quality of the Services;

and the Supplier shall notify the Customer in writing of any such amendment(s).

4.4 The Supplier reserves the right to request, from time to time, for any reasonable amount of deposit payment from the Customer as and when the Logistic Provider requests the same of the Supplier.

4.5 In order to provide the Services, the Supplier may carry out the following:

4.5.1 complete any documents, amend product or services codes and pay any Duties and Taxes Charges;

4.5.2 act as the Customer’s forwarding agent for customs and export control purposes and as a receiver solely for the purpose of designating a customs broker to perform customs clearance and entry;

4.5.3 redirect the Shipment to the Recipient’s customs broker or other addresses upon request by the Recipient or any person whom the Supplier in its reasonable opinion believes to be authorised; and

4.5.4 do all things as may be required or necessary for completion of the Order(s).

4.6 Save as provided in Clause 6.8, the Supplier shall provide a Proof of Delivery on request by the Customer and such Proof of Delivery may be provided up to ninety (90) calendar days from the date of receipt of the Shipment, or where the Proof of Delivery is kept for less than ninety (90) calendar days from the date of receipt of the Shipment by the Logistic Provider(s) then such number of days shall apply.

4.7 The Deliveries are subject to the following terms and conditions:

4.7.1 Shipments shall be delivered to the Receiving Address provided by the Customer, but not necessarily to the named Recipient

4.7.2 The Supplier may deliver the Shipment to a central receiving area if the Receiving Address has a central area for the collection of goods and parcels.

4.7.3 The Supplier shall on a best effort basis attempt to fulfil the Services in accordance with the relevant Service Level Agreement as set out in the Rates.

4.7.4 Any other terms and conditions in the Service Agreement.

4.8 The Supplier shall remit any cash collected under the Cash on Delivery service within ten (10) Business Days after successful delivery to the Recipient, to the Customer upon the Customer providing the relevant details including its bank accounts details in accordance with Schedule 2 of the Service Agreement, unless otherwise agreed with the Customer. For the avoidance of doubt, the Supplier will not be required to remit any cash collected until and unless the Customer furnishes the relevant details.

4.8.1 The Customer shall bear all Bank Charges arising from the remittance of the cash collected under the Cash on Delivery service.

4.8.2 The Bank Charges shall in the first instance be deducted upfront from the cash collected under the Cash on Delivery service that is to be remitted to the Customer. In the event, that such deduction is unable to be effected, the Supplier shall invoice the Customer the Bank Charges in accordance with Clause 6 below.

4.9 In the event of:

4.9.1 an Unacceptable Shipment; or

4.9.2 a Shipment that has been undervalued for customs purposes;

the Supplier shall use commercially reasonable efforts to implement the Return to Shipper Mechanism, failing which, the Shipment may be released, disposed of or sold without incurring any Liability whatsoever to the Supplier or anyone else. The proceeds from such sale is applied against any applicable Charges and other administrative costs with the balance of the proceeds returned to the Customer. The Supplier has the right to destroy any Shipment which any law prevents the Supplier from returning to the Customer.

4.10 In the event that the Goods, which are not Unacceptable Shipment, fail to meet all customs rules and regulations of the Territory due to the lack of co-operation by the Customer or Consignee in any way and the Supplier (or the Logistic Provider as the case may be) is unable to achieve Customs Clearance within ten (10) Business Days from the date the Goods reach the Territory, the Supplier shall dispose off the Goods unless the Customer requests otherwise and in any event the Customer shall bear all applicable Charges.

4.11 In the event the Consignee is required to but refuses to pay the applicable Duties and Taxes Charges and / or other Charges for the Shipment

4.11.1 the Supplier shall withhold such Shipment up till fourteen (14) Business Days until the required Duties and Taxes Charges or other Charges have been paid for otherwise the Supplier shall dispose off the Goods unless otherwise requested by the Customer;

4.11.2 the Supplier may in its sole discretion upon written request by the Customer or if the Supplier is required by the customs authority in the Territory to pay the applicable Duties and Taxes Charges first, shall pay the applicable Duties and Taxes Charges and / or other Charges for the Shipment first on behalf of the Consignee, and in such an event the Customer shall indemnify the Supplier for the amount paid.

4.11.3 in the event that the Supplier pays the applicable Duties and Taxes Charges and / or other Charges for the Shipment first on behalf of the Consignee, Customer or the relevant shipper, for whatsoever reason, the Customer shall indemnify the Supplier for the amount paid; and

4.11.4 for the avoidance of doubt, the Supplier shall invoice the Customer for the abovementioned paid Charges within seven (7) calendar days of the date of receipt of such invoice from the relevant authorities in accordance with Clause 6.4 below.

4.12 In the event of an Uncollected Shipment, the Supplier shall notify the Customer and the Customer may elect to either have a Repeat Delivery or to trigger the Return to Shipper Mechanism. If the Customer does not make an Election within the Election Period, the Supplier shall have the right to trigger the Return to Shipper Mechanism. In the case that the Return to Shipper Mechanism is triggered:

4.12.1 the returned Shipment will be deemed to be a new Order;

4.12.2 the applicable Charges for the new Order will be calculated based on the Rates in the Quotation; and

4.12.3 the Customer remains liable to pay the Charges for the Uncollected Shipment.

4.13 In the event of any cancellation and / or modification of an Order(s) by the Customer:

4.13.1 the Customer remains liable to pay the Total Payment so long as the Supplier has achieved the First Touchpoint; the Customer may elect to (i) collect the cancelled / modified Order from the Customer warehouse at the Territory; (ii) have the cancelled / modified Order auctioned off; (iii) request for the Supplier to dispose off the Cancelled Order subject to a fee to be determined by the Supplier; or (iv) request for the Supplier to implement the Return to Shipper Mechanism . If the Customer does not make an election within the Election Period, the Supplier shall have the right to make the aforesaid election on behalf of the Customer and the Customer shall pay for all costs, expenses, fees and taxes incurred by the Supplier as a result of the election on behalf of the Customer.

4.13.2 For the avoidance of doubt, in the event that the Supplier implements the Return to Shipper Mechanism , the return of the Goods shall be deemed a new Order and the Customer shall pay for all costs, expenses, fees and taxes incurred by Supplier as a direct result of any such cancellation or modification with any applicable Charges calculated based on the Rates in the Quotation; and

4.13.3 the Customer shall be required to pay the Total Payment in the event that the Supplier does not permit the cancellation and / or modification of an Order.

4.14 The Supplier shall permit the cancellation of an Order if and only if

4.14.1 the cancellation is communicated to the Supplier before the First Touchpoint; and

4.14.2 the cancellation is made by the Customer itself.

4.15 In the event of the occurrence of a Force Majeure Event:

4.15.1 the Supplier shall not incur any Liabilities for any delays in any stage of its Services; and

4.15.2 the affected Party shall be entitled to a reasonable extension of the time for performing its obligations. If the period of delay or non-performance continues for more than thirty (30) calendar days, the unaffected Party may terminate the Service Agreement by giving a one (1) week written notice to the affected Party.

4.16 In the event that the Goods are held in Storage, the Customer shall pay the Storage Fee.

4.17 The Supplier has the right to open and inspect a Shipment without notice to the Customer or Recipient for safety, security, customs or other regulatory reasons.

4.18 All customer service enquiries shall be directed to the Supplier at clientsupport@janio.asia and the Supplier shall respond to the Customer Service Enquiries within five (5) Business Days of the receipt of the aforementioned enquiries.

4.19 Notwithstanding anything in the Service Agreement or this Standard Terms and Conditions, no Service Level Agreement Claims can be brought against the Supplier. For the avoidance of doubt, a failure to meet the Service Level Agreement does not constitute a breach of the Service Agreement.

4.20 Notwithstanding anything in the Service Agreement, the Parties agree that the Supplier shall be entitled to nominate or appoint any of its Group Entity to perform all or part of the Supplier’s obligations under the Service Agreement.

5. CUSTOMER’S OBLIGATIONS

5.1 The Customer shall:

5.1.1 ensure that the terms of the Order are complete and accurate;

5.1.2 co-operate with the Supplier in all matters relating to the Services;

5.1.3 provide the Supplier, the relevant Logistic Provider(s), their employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier and / or Logistic Provider(s) to perform the Services and / or complete the Order(s);

5.1.4 provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, including but not limited to all details and documentations required for Customs Clearance, and ensure that such information is complete and accurate in all material respects;

5.1.5 obtain and maintain all necessary licences permissions and consents which may be required for the export and / or import of the Goods before the Commencement Date;

5.1.6 use an application programming interface with the Supplier or use the Supplier’s system to ensure that any Order(s) can be automatically received on the Order Database;

5.1.7 obtain the permission of the Recipient to allow the Supplier to use the Personal Data of the Recipient for the purposes of (i) conducting surveys; and (ii) sending notifications to the Recipient in relation to the Deliveries and / or Shipment, and for the avoidance of doubt such permission may be withdrawn by the Recipient at any time;

5.1.8 comply with all applicable laws, including the Data Protection Legislation; and

5.1.9 comply with any additional obligations imposed by the Logistics Provider(s), including but not limited to the Conditions of Carriage.

5.2 If the Supplier’s performance of any of its obligations under the Service Agreement is prevented or delayed due to the Customer Default

5.2.1 then without limitation and prejudice to any other right or remedy available to the Supplier, the Supplier shall have the right to:

(a) suspend performance of the Services until the Customer remedies the Customer Default; and

(b) rely on the Customer Default to relieve itself from the performance of any of its obligations to the extent that the Customer Default prevents or delays the Supplier’s performance of any of its obligations;

5.2.2 the Customer shall reimburse the Supplier on written demand for all actual and direct costs or losses sustained or incurred by the Supplier arising directly from the Customer Default.

5.3 The Customer is responsible for ensuring that the Shipment is not an Unacceptable Shipment.

6. CHARGES AND PAYMENT

6.1 The applicable Charges for the Services are set out in each Quotation and / or otherwise rendered in accordance with this Standard Terms and Conditions and the Service Agreement.

6.2 The Supplier shall have the right to invoice the Customer upon the Supplier’s fulfilment of the First Touchpoint, regardless of whether the Goods are eventually successfully delivered to the Recipient.

6.3 The Supplier shall invoice the Customer (where applicable):

6.3.1 any Duties and Taxes Charges payable prior to the delivery of the Goods;

6.3.2 the remaining of the Total Payment to the Customer on a monthly basis for the completion of any stages of the Deliveries, regardless of the successful delivery to the Recipient; and

6.3.3 the Supplementary Charges within a reasonable period after discovery of the relevant error by the Supplier.

6.4 The Customer shall:

6.4.1 Pay the invoice by the “Payment Deadline” which shall mean:

(a) within seven (7) calendar days of the date of the invoice for Duties and Taxes Charges;

(b) within seven (7) calendar days of the date of invoice for the Supplementary Charges; and

(c) within thirty (30) calendar days of the date of the invoice for the remaining of the Total Payment;

6.4.2 Pay the invoices in full and in cleared funds by telegraphic transfer in Singapore Dollars, inclusive of any Bank Charges and telegraphic transfer charges, to the Supplier’s bank account, or any other account as nominated by the Supplier which is indicated on the relevant invoice, the details of which are set out in Schedule 5; and

6.4.3 Include the invoice number for which payment is made and provide the Customer’s name for each telegraphic transfer.

6.5 Time for payment shall be of the essence of the Service Agreement.

6.6 All amounts payable by the Customer under the Service Agreement are exclusive of amounts in respect of any GST / VAT chargeable from time to time.

6.6.1 The amount of any GST and / or VAT incurred for the Services rendered by the Supplier to the Customer will be reflected and included in the invoice for the Duties and Taxes Charges and the invoice for the remaining of the Total Payment respectively.

6.6.2 The Customer shall pay such additional amounts in respect of GST and / or VAT as are chargeable on the supply of the Services at the same time as payment is due for the Duties and Taxes Charges and the remaining of the Total Payment respectively.

6.7 All Claims shall only be for the Declared Value and shall first be settled using the following dispute resolution process (“Internal Dispute Mechanism”):

6.7.1 In the event the Customer has any Claims, the Customer shall file a Dispute Notice within the Dispute Notice Period. Regardless, the Customer shall still be required to make the Total Payment by the Payment Deadline, save for the Disputed Sums. However, Parties agree that in the case where there is a Dispute concerning any Duties and Taxes Charges payable, the Customer shall still first make the payment of the Duties and Taxes Charges payable by the Payment Deadline, and if the Dispute is resolved in favour of the Customer, the Supplier shall reimburse the Customer up to the sums resolved in favour of the Customer as soon as practicable.

6.7.2 The Supplier shall review the Claim and respond to the Claim of which the Supplier can either agree to the Claim, disagree in part or in whole of the Claim.

6.7.3 In the event that the Supplier agrees to the Claim, the Customer shall not be required to make the payment of the sums owing up to the sum of the Claim which the Supplier agrees to. In the event the Customer has made any payment to the Supplier, the Supplier shall make the required reimbursements where applicable.

6.7.4 In the event that the Supplier disagrees in part or in whole of the Claim, the Supplier shall provide the Supporting Documents for their reasons to the Customer within ten (10) Business Days from the date of receipt of the Dispute Notice (“Supplier’s Response”).

6.7.5 Parties agree that the Supporting Documents shall be definitive of the contents and facts within them and the Supplier is not required to furnish documents beyond the Supporting Documents.

6.7.6 In the event the Customer agrees with the Supplier’s Response they shall make payment on the sums owing set out in the Supplier Response. If the Customer disagrees with the Supplier’s Response, the Customer shall be required to furnish Additional Supporting Documents to the Supplier within five (5) Business Days from the date of receipt of the Supplier Response failing which the Customer shall be deemed to have agreed with the contents of the Supplier’s Response (“Customer’s Appeal”).

6.7.7 The Supplier shall consider and respond to the Customer’s Appeal within seven (7) Business Days from the date of receipt of the Customer’s Appeal, and shall notify the Customer of their final decision on the issues concerning the Customer’s Appeal and the Customer shall be obliged to pay all sums indicated under the aforesaid notification. (“Final Notification”).

6.7.8 If the Customer still remains in disagreement, Parties may proceed to settle their Dispute according to Clause 13.12.

6.8 If the Customer fails to make a payment due to the Supplier under the Service Agreement by the Payment Deadline or when they receive the Supplier’s Response or the Final Notification (as the case maybe), then, without limitation and prejudice to any other remedies of the Supplier, the Customer shall pay Interest on the overdue sum from the due date until payment of the overdue sum.

6.9 If the Customer owes any outstanding sums to the Supplier under the Service Agreement, the Supplier may notify the Customer that the Supplier may withhold the Customer’s Goods or cash collected from the Cash on Delivery to set-off against any outstanding claims the Supplier may have against the Customer and the Supplier shall not be liable for any consequential losses suffered by the Customer.

6.10 All amounts due under the Service Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law) save as provided in Clause 6.10.

6.11 Any services performed outside the scope of the Service Agreement will be subjected to separate Charges.

7. TERM

7.1 The Service Agreement shall commence on and from the Commencement Date (inclusive) until the earlier of

7.1.1 the date set out in Recital (E) of the Service Agreement; and

7.1.2 the date on which the Service Agreement is terminated in accordance with Clause 11

7.2 Parties may renew the Service Agreement and in doing so renegotiate the Rates by mutual agreement in writing for subsequent one (1) year periods.

8. LIMITATION OF LIABILITY

8.1 Nothing in this Standard Terms and Conditions and any other terms and conditions of the Service Agreement shall limit or exclude a Party’s liability:

8.1.1 for death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors;

8.1.2 for fraud or fraudulent misrepresentation; or

8.1.3 for any other act, omission, or liability which may not be limited or excluded by law.

8.2 Neither Party shall have any Liability to the other Party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with this Standard Terms and Conditions and the Service Agreement. This is provided that such claim, action or proceeding did not arise from either Party’s negligence, fault or default in performance of its obligations under the Service Agreement or statutory obligations or deterioration in its financial position.

8.3 If the Customer does not purchase Insurance from the Supplier then in the event of the Supplier’s failure or delay to perform any of its obligations in this Agreement resulting in any Claims, the Supplier limits its legal liability for Claims arising out of an Order concerning:-

8.3.1 Cross Border Shipments: (i) up to a maximum of USD One Hundred (USD 100.00); or (ii) the Declared Value of an individual item in the Order, whichever is lower; or

8.3.2 Domestic Shipments in the following countries, the lower of the following respective values shall apply:

8.3.2.1  Malaysia: (i) up to a maximum of MYR Two Hundred (MYR 200.00); or (ii) the Declared Value of an individual item in the Order;

8.3.2.2 Indonesia: (i) up to a maximum of IDR One Million (IDR 1,000,000.00); (ii) the Declared Value of an individual item in the Order; or (iii) ten times of the Freight Charges for an individual item in the Order;

8.3.2.3 Singapore: (i) up to a maximum of USD Fifty (USD 50.00); or (ii) the Declared Value of an individual item in the Order; and / or

8.3.2.4 China and all other countries: (i) up to a maximum of USD Fifty (USD 50.00); or (ii) the Declared Value of an individual item in the Order.

8.3.3 For the avoidance of doubt, the limits in Clauses 8.3.1 and 8.3.2 shall apply save where Parties have otherwise agreed in the Variation Addendum.

8.4 If the Customer purchases Insurance from the Supplier then the Supplier limits its legal liability for Claims arising out of an Order to the total of the Insurance Payment Limits additional to the amounts in Clause 8.3.

8.5 For the avoidance of doubt, the maximum limits in Clause 8. 3 and 8.4 are inclusive of any relevant Charges, in addition to the Declared Value of the Shipment.

8.6 In the event Parties agree to any variation to the limitation of liability under Clause 8.3, 8.4, 8.5 and 8.7, this variation to the higher released value must be submitted to the Supplier in writing prior to the provision and / or performance of the Services, and the Customer must acknowledge and accept in writing the additional Charges established by the Supplier save as provided for in this Standard Terms and Conditions.

8.7 All Claims must be submitted in writing through the Dispute Notice to the Supplier within the Dispute Notice Period, failing which the Supplier shall have no Liability whatsoever as regards the Claims. Claims are limited to one Claim per Shipment, settlement of which will be the lower of the Declared Value or the value in Clause 8.3 or 8.4, as the case may be.

9. INDEMNITIES

9.1 The Customer shall indemnify, defend and hold harmless Supplier for all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Supplier as a result of the Customer’s breach of its obligations under the Service Agreement.

9.2 The Customer shall indemnify and hold Supplier harmless against any loss or damage which Supplier may suffer or incur as a result of the Customer’s breach of the Conditions of Carriage, howsoever arising.

9.3 The Customer acknowledges and agrees that any and all indemnities in relation to the Deliveries are established directly between the Customer and the Supplier.

10. ANTI-BRIBERY / ANTI-CORRUPTION

10.1 The Parties represent and warrant that it has in place adequate procedures for reporting a violation of any Corruption Laws, conducts its business ethically and complies at all times with Corruption Laws, and accordingly neither the Parties nor any of their Affiliates, officers, employees, agents, consultants and subcontractors, has

10.1.1 directly or indirectly given, made, offered or received or agreed (either themselves or in agreement with others) to give, make offer, or receive any payment, gift or other advantage which a reasonable person would consider to be unethical, illegal or improper, or committed or attempted to commit (either themselves or in agreement with others) any other corrupt act, which is in violation of any Corruption Laws;

10.1.2 received, agreed or attempted to receive the benefits of or profits from a crime or any corrupt act or agreed to assist any person to retain the benefits of or profits from a crime or any corrupt act; or

10.1.3 been investigated (or is being investigated or is subject to a pending or threatened investigation) or is involved in an investigation (as a witness or possible suspect) in relation to any of the matters set out in Clauses 10.1.1 and / or 10.1.2 by any law enforcement, regulatory or other governmental agency or any customer or supplier, or has admitted to, or been found by a court in any jurisdiction to have engaged in, any corrupt act, or been debarred from bidding for any contract or business, and so far as the Customer is aware there are no circumstances which are likely to give rise to any such investigation, admission, finding or disbarment (whether under any Corruption Laws or otherwise).

10.2 The Customer undertakes that it and all of its Affiliates, officers, employees, agents, consultants and subcontractors shall:

10.2.1 at all times comply with all Corruption Laws;

10.2.2 shall not engage in any activity, practice or conduct which would constitute an offence under any Corruption Laws and shall not do anything that will result in either Party being in violation of any Corruption Laws or being investigated or involved in an investigation (as a witness or possible suspect) in relation to any of the matters set out in Clauses 10.1.1 and 10.1.2 by any law enforcement, regulatory or other governmental agency;

10.2.3 familiarise itself with the Anti-Bribery and Anti-Corruption Policy and shall comply with provisions of the same;

10.2.4 shall annually from the date of the Service Agreement, certify to the Supplier in writing (such certification being signed by an officer of the Customer) in such form as provided by the Supplier from time to time, its compliance with this Clause 10. The Customer shall provide such supporting evidence of compliance as the Supplier may reasonably request; and

10.2.5 shall ensure that any person associated with the Customer, which performs services in connection with the Service Agreement, does so only on the basis of a written contract which incorporates the terms of this Clause 10 as amended mutatis mutandis. The Supplier shall be responsible for the observance and performance by such persons of the aforementioned terms, and shall be directly liable to the Supplier for any breach by such persons of any of the aforementioned terms.

11. TERMINATION

11.1 Without limiting or prejudicing any other right or remedy available to it, either Party may terminate the Service Agreement by giving the other Party two (2) month’s written notice or at an earlier time as agreed to between Parties.

11.2 Without limiting or prejudicing any other right or remedy available to it, either Party may terminate the Service Agreement with immediate effect by giving written notice to the other Party if:

11.2.1 the other Party commits a material breach of any term of this Standard Terms and Conditions and / or the Service Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) Business Days after being notified in writing to do so;

11.2.2 the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;

11.2.3 the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;

11.2.4 a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other Party’s assets and such attachment or process is not discharged within fourteen (14) calendar days;

11.2.5 if the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

11.3 Without affecting any other right or remedy available to it, the Supplier may terminate the Service Agreement with immediate effect and suspend all Services by giving written notice to the Customer if the Customer fails to pay any amount due under the Service Agreement on the Payment Deadline.

12. CONSEQUENCES OF TERMINATION

12.1 On termination of the Service Agreement, the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and Interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer in accordance to Clause 6 above.

12.2 Termination or expiry of the Service Agreement shall not affect any rights, remedies, obligations or Liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Service Agreement which existed at or before the date of termination or expiry. On termination of the Service Agreement, the Supplier shall, upon the Customer’s request, return all items under the care of the Supplier to the Customer at a mutually agreed upon cost.

12.3 Any provision of this Standard Terms Conditions and / or the Service Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Service Agreement shall remain in full force and effect.

13. GENERAL

13.1 In the event of the occurrence of a Force Majeure Event:

13.1.1 the Supplier shall not incur any Liabilities for any delays in any stage of the Deliveries; and

13.1.2 the affected Party shall be entitled to a reasonable extension of the time for performing its obligations. If the period of delay or non-performance continues for more than thirty (30) calendar days, the unaffected Party may terminate the Service Agreement by giving a one (1) week written notice to the affected Party.

13.2 Assignment and other dealings. The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Service Agreement with one (1) month’s written notice to the Customer.

13.3 Confidentiality

13.3.1 Each Party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party, except as permitted by Clause 13.3.2

13.3.2 Each Party may disclose the other Party’s confidential information:

(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the Party’s obligations under the Agreement. Each Party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other Party’s confidential information comply with this Clause 13.3; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3.3 Neither Party shall use the other Party’s confidential information for any purpose other than to perform its obligations under the Service Agreement.

13.4 Entire agreement.

13.4.1 The Service Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

13.4.2 Each Party acknowledges that in entering into the Service Agreement, it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Standard Terms and Conditions and / or any other terms and conditions of the Service Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Standard Terms and Conditions and the Service Agreement.

13.5 Variation. No variation of the Service Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

13.6 Waiver. A waiver of any right or remedy under the Service Agreement or by law is only effective if given in writing and signed by both Parties and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a Party to exercise any right or remedy provided under this Standard Terms and Conditions or the Service Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Standard Terms and Conditions or the Service Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

13.7 Severance. If any provision or part-provision of this Standard Terms and Conditions or the Service Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Standard Terms and Conditions and the Service Agreement.

13.8 Notices.

13.8.1 Any notice or communication given to a Party under or in connection with the Service Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Order.

13.8.2 Any notice or communication shall be deemed to have been received:

(i) if delivered by hand, on signature of a delivery receipt;

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the Business Day after posting or at the time recorded by the delivery service;

(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. Business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

13.8.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

13.9 Third party

13.9.1 Unless it expressly states otherwise, the terms and conditions herein do not give rise to any rights under the Contracts (Rights of Third Parties) Act (Cap. 53B) of the Republic of Singapore to enforce any terms and conditions of this Standard Terms and Conditions and / or the Service Agreement.

13.9.2 The rights of the Parties to rescind or vary any terms and conditions of this Standard Terms and Conditions and / or the Service Agreement are not subject to the consent of any other person.

13.10 Relationship of the Parties. Nothing in this Standard Terms and Conditions and / or the Service Agreement shall be construed as creating a partnership, joint venture, contract of employment or relationship of principal and agent between the Parties. No Party shall have any authority to act for or assume any obligation or responsibility of any kind, express or implied, on behalf of the other Party or bind or commit the other Party for any purpose in any way whatsoever with the exception of the supply of the Services rendered by the Supplier put forth in Clause 4 (Supply of Services).

13.11 Governing law. The terms and conditions of the Service Agreement, and any Dispute or Claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by, and construed in accordance with the law of the Republic of Singapore.

13.12 Dispute Resolution

13.12.1 Any Dispute shall first be resolved by reference to the Internal Dispute Mechanism.

13.12.2 If any Dispute which is above the amount of US$200,000 is not resolved fully by the Internal Dispute Mechanism, the Parties shall refer the Dispute to the Singapore Mediation Centre for resolution by mediation. The mediator shall be an independent third party agreed to between the Parties and Parties shall share any costs and fees equally other than legal fees associated with the mediation.

13.12.3 If it proves impossible to arrive at a mutually satisfactory solution through mediation within twenty (20) Business Days, the Parties shall refer to and finally resolve the Dispute by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator mutually appointed by both the Parties. The language of the arbitration shall be English.

13.2.4 If any Dispute which is below the amount of US$200,000 is not resolved fully by the Internal Dispute Mechanism and / or there are any questions regarding the existence, validity or termination of the Service Agreement, the Parties shall submit to the exclusive jurisdiction of the Courts of the Republic of Singapore, and irrevocably waives any objection on the grounds of forum non conveniens to settle the Dispute.

 

Terms and Conditions of Self-Lodge Operation Services of Janio (“Standard Self-Lodge T&Cs“) 

Applicable to you if we provide you with modular rates and/or services.

 

Except as otherwise expressly agreed in writing, the following terms and conditions will apply to the relationship between the Supplier (as defined in the Service Agreement) and the Customer (as defined in the Service Agreement).

1. DEFINITIONS AND INTERPRETATION

1.1 Unless the Service Agreement otherwise expressly provides or the context otherwise requires:

1.1.1 references to clauses and sub-clauses, are references to the clauses and sub-clauses respectively of this Standard Self-Lodge T&Cs;

1.1.2 reference to Schedules are references to the Schedules of the Service Agreement or whatever schedules the Supplier designates to be;

1.1.3 words denoting the singular shall, where applicable, include the plural number and vice versa, and words denoting persons only shall, where applicable, include firms and corporations;

1.1.4 headings of clauses, sub-clauses, and Schedules are for ease of reference only and shall not affect the interpretation of this Standard Self-Lodge T&Cs;

1.1.5 “written” and “in writing” shall include email; and

1.1.6 “month” is a reference to a period starting on one day of a calendar month and ending on the numerically corresponding day on the next succeeding calendar month.

1.2 the following words and expressions shall have the following meanings in this Standard Self-Lodge T&Cs:

Additional Supporting Documents: means additional objective document(s) to be furnished by the Customer, including but not limited to photographic evidence and documents in the Customer’s own database, to support any further disagreement they may have as against the Supplier’s Response as respect to the Claims.

Ad-hoc Charges: means any Duties and Taxes Charges, Extra Arrangements Charges, Freight Charges, and / or any other Charges agreed to from time to time, between the Supplier and the Customer in writing and subject to the Supplier’s finance department approval calculated based on the Ad-hoc Rates and will only be applicable to specified Orders.

Ad-hoc Rates: means any rates that are not the Rates as set out in Schedule 4 or the Supplier Standard Rates, as agreed to from time to time between the Supplier and the Customer in writing and subject to the Supplier’s finance department approval.

Affiliates: means any person or entity that directly or indirectly Controls, or is Controlled by or is under the common Control with the Supplier or Customer (as the case may be).

Anti-Bribery and Anti-Corruption Policy: means the Supplier’s anti-bribery and anti-corruption policy that is in compliance with the Corruption Laws and as amended by the Supplier from time to time.

Bank Charges: means any fees and charges imposed by the Supplier’s bank and / or any third-party remittance company appointed by the Supplier arising out of the transfer of monies, collected by the Supplier from the Cash on Delivery, to the Customer’s bank account.

Business Day: means any day (other than a Saturday, Sunday or public holiday) on which commercial banks are open for normal business in Singapore and in other countries where the Customer operates in.

Cancelled Order: means any Goods or Shipment that is eventually not delivered to the Recipient due to a cancellation by the Customer.

Cash on Delivery: means a type of service that may be provided by the Supplier to the Customer, of collecting cash payment from the Recipient upon the delivery of the Goods directly to the Recipient on behalf of the Customer.

Cash on Delivery Administrative Cost: means any additional fees, charges and costs related to and arising out of the Cash on Delivery based on the calculations set out in the Rates and for the avoidance of doubt such costs are calculated based on the Declared Commercial Invoice Value per item delivered save as otherwise agreed in writing by Parties.

Cash on Delivery Charges: means any costs, including but not limited to Cash on Delivery Administrative Cost, the Bank Charges, and any other fees and expenses in connection with the Cash on Delivery supplied based on the calculations set out in the Rates and for the avoidance of doubt is calculated based on the Declared Commercial Invoice Value save as otherwise agreed in writing by Parties.

Charges: means one or more of the following, whichever is applicable:

(a) Bank Charge

(b) Ad-hoc Charges;

(c) Cash on Delivery Charges;

(d) Customs Clearance Charges;

(e) Duties and Taxes Charges;

(f) Extra Arrangements Charges;

(g) Freight Charges;

(h) Fulfilment Charges;

(i) Insurance Charges;

(j) Last Mile Delivery Charges;

(k) Modern Trade (Domestic) Charges; and

(l) Storage Fee.

Claims: means one or more of the following:

(a) Damaged Goods Claim;

(b) Invoice Claim;

(c) Missing Goods Claim;

(d) Return Claim; and

(e) Unsuccessful Delivery Claim;

and for the avoidance of doubt does not include Service Level Agreement Claims.

Conditions of Carriage: means the terms and conditions of the contract entered into between the Supplier and the Logistics Provider(s) for the services required to complete the Order(s) which shall be incorporated into the Service Agreement as amended mutatis mutandis.

Confirmation Notice: means a written confirmation issued by the Supplier to the Customer accepting the Customer’s Order.

Consignee: means the party receiving the Shipment after Customs Clearance.

Control: means in relation to a company (i) owning shares with voting rights which comprise more than 50% of the shares in the aforementioned company, or (ii) having the ability to appoint a majority of the board of directors or otherwise to control management decisions of the aforementioned company whether through rights attaching to shares held, by contractual arrangement or otherwise, and provided that where any entity has Control of a second entity which in turn has Control of a third entity, that first entity shall be considered to Control the third entity.

Corruption Laws: means all applicable laws and regulations in force (in jurisdictions where the Customer and Supplier and /or the Supplier’s Group Entity operates) and amended from time to time, and any re-enactment thereof, relating to anti-bribery and anti-corruption including, but not limited to:

(a) the Corruption, Drug Trafficking and other Serious Crimes (Confiscation of Benefits) Act (Cap. 65A);

(b) the Prevention of Corruption Act (Cap. 241);

(c) the United States Foreign Corrupt Practices Act, 1977; and

(d) the United Kingdom Bribery Act, 2010.

Cross Border Shipment: means the provision of Shipment from one country to another country.

Customs Clearance: means a type of service that may be provided by the Supplier to the Customer of ensuring the Goods meets all customs rules and regulations (whether by the Supplier or the Logistics Provider as the case may be) so that the Goods is allowed by the customs of the Territory to cross the border of the Territory to be delivered to the Recipient.

Customs Clearance Charges: means any costs, fees and expenses in connection with Customs Clearance, calculated based on the Rates.

Customer Default: means any act, omission or failure by the Customer to perform any of its obligations under the Service Agreement.

Customer Service Enquiries: any assistance required, concerns, questions and issues related to the Services that the Customer might have for the Supplier.

Damaged Goods: means Goods which have defects to their state and / or condition subject to a minimum threshold as determined by the Supplier.

Damaged Goods Claim: means each and every claim, disagreement or dispute which the Customer may have as to the state and condition of the Shipment as received by the Recipient.

Data Protection Legislation: means all legislation and regulatory requirements in force (in jurisdictions where the Customer’s data is collected) and amended from time to time, and any re-enactment thereof, relating to the collection, use, disclosure and / or processing of Personal Data including, without limitation, the Personal Data Protection Act 2012 (No. 26 of 2012).

Declared Commercial Invoice Value: means the value the Customer represents to the Recipient the Shipment is worth.

Declared Value: means the value the Customer represents to the relevant Logistic Provider and Supplier the Shipment is worth.

Discount: means any discount applied to the Charges as provided by the Supplier in its sole discretion to the Customer calculated based on the Rates in Schedule 4.

Dispute: means any disagreements that the Customer has with the Supplier and brings a Claim for.

Dispute Notice: means:

(a) a written notice given to the Supplier by the Customer specifying the defects for Damaged Goods Claim;

(b) a written notice of the disagreement given to the Supplier by the Customer specifying the invoice or part of the invoice that the Customer is bringing an Invoice Claim for;

(c) a written notice given to the Supplier by the Customer specifying and describing the Missing Goods for Missing Goods Claim;

(d) a written notice given to the Supplier by the Customer requested for a Proof of Return for a Return Claim; or

(e) a written notice given to the Supplier by the Customer requesting for Proof of Delivery for Unsuccessful Delivery Claim

to be in the form found in Schedule 6.

Dispute Notice Period: means fifteen (15) Business Days from the receipt of the invoice which the Customer is disputing or making a Claim save for claims concerning:

(a) Return Claims: the applicable period shall be thirty (30) Business Days from the earlier of the (i) date of Election and (ii) the date of the automatic trigger of the Return to Shipper Mechanism; and

(b) Unsuccessful Delivery Claim: the applicable period shall be ten (10) Business Days from the date of delivery as recorded in the Supplier’s working system with respect to an Order.

Disputed Sums: means the sum total of the portion(s) of the invoice(s) which the Customer has raised a Dispute.

Domestic Shipment: means the provision of Shipment within the same country.

Duties and Taxes Administrative Cost: means any additional fees and charges related to and arising out of the Duties and Taxes Charges based on the calculations set out in the Rates and for the avoidance of doubt such fees and charges are based on the total Declared Value and is subjected to the amount that the Supplier is charged at the customs of the Territory.

Duties and Taxes Charges: means any duties, taxes and / or penalties levied on goods imported into the Territory under the applicable laws and regulations, Duties and Taxes Administrative Cost, and any other applicable charges, duties, penalties and / or taxes incurred by the Supplier in the rendering of the Services, under the laws and regulations of Singapore and the Territory, based on the calculations set out in the Rates and varies from time to time according to the rules and regulations imposed by the relevant authorities of Singapore and the Territory and subject to the amount charged at the Customs of the Territory. In the event there is any variation in rules and regulations imposed by the relevant authorities of Singapore and the Territory which results in an increase in the any increase in the Duties and Taxes Charges, taxes, penalties and any other applicable charges, duties and taxes incurred by the Supplier as compared to the Rates, these increase shall form part of the Duties and Taxes Charges notwithstanding them not being included in the Rates.

Election: means choosing to trigger the Return to Shipper Mechanism in accordance with Clause 4.13 or 4.14 as the case may be.

Election Period: means 48 hours from the time a notice is provided by the Supplier to the Customer in accordance with Clause 4.13 or 4.14 as the case may be.

Extra Arrangement: means any other services to be provided by the Supplier to the Customer as agreed to in writing between Parties from time to time and subject to the Supplier’s finance department approval.

Extra Arrangement Charges: any costs, fees and expenses in connection with the Extra Arrangement supplied based on the Supplier’s Standard Rates or Ad-hoc Rates as the case may be.

First Touchpoint: means the earlier of:

(a) acceptance of Goods at the Supplier Warehouse or the Logistic Provider’s warehouse;

(b) collection of Goods from the Customs; and

(c) collection of Goods from the Customer warehouse in the Territory

depending on the Services rendered.

Force Majeure Event: means an event that is beyond the reasonable control of the Supplier and is associated directly with the Services, and without prejudice to the generality of the foregoing, shall include without limitation any of the following:

(a) act of God, strike, work stoppage, lockout or industrial actions, labour or trade dispute, difficulty or increased expense in obtaining workers, materials or transport, act of the public enemy, war declared or undeclared, invasion, act of terrorism or sabotage, embargo, blockade, revolution, riot, insurrection, civil or military disturbance or commotion, sabotage, lightning, fire, storm, flood, or other unusually severe weather conditions, earthquake, volcanic eruption, natural disaster, explosion, peril of the sea, embargo, epidemic, pandemic, radioactive, chemical or biological contamination, aircraft crash, loss or malfunction of utilities, communications or computer services, or failure or delay of transportation; or

(b) decisions, actions, omissions or delays in acting by a governmental authority or agency, including without limitation: (i) sudden declaration of ungazetted public holidays; (ii) imposing an export or import restriction, quota or prohibition; and (iii) the failure to grant or the revocation of applicable licences and / or approvals, necessary for the purpose of the import of the Goods.

Freight: means transporting the Goods by land, sea and / or air for the purposes of completing the Order(s).

Freight Charges: means any costs, fees and expenses in connection with the Goods for Freight, based on the Weight of each item in an Order and any item may be re-weighed and re-measured by the Supplier to confirm the measurements, calculated based on the Rates.

Freight Forwarding: means a type of service that may be provided by the Supplier to the Customer for the aggregation and coordination of the services provided by Logistic Provider(s) for Freight.

Fulfilment: means the services of Inbound, Fulfilment Storage, Outbound and Returns Handling of the Goods on behalf of the Customer by the Supplier, which will be calculated based on the Rates.

Fulfilment Charges: means any costs, fees and expenses in connection with the Fulfilment supplied based on the calculations set out in the Rates.

Fulfilment Storage: means

(a) the service of storing the Customer’s items under Fulfilment, by the Supplier on behalf of the Customer;

(b) inventory management and reporting which includes any inventory adjustment as and when required to rectify any discrepancies between the quantities of the Customer’s items recorded physically and the quantities recorded in the Supplier’s system; and

(c) Periodical Cycle Counts.

Goods: means all the items specified in an Order to be delivered to a Recipient at the Receiving Address.

Group Entity: means one or more of the subsidiaries, holding company (if any) and/ or joint venture partners of the Supplier.

GST: means the prevailing rate for goods and services tax under the Goods and Services Tax Act (Cap. 117A).

Inbound: means

(a) the receipt of the Customer’s items in the Supplier Warehouse (whether from the Customer or otherwise);

(b) unpacking of the Customer’s items;

(c) labelling of the Customer’s items; and

(d) any other services to be provided by the Supplier to the Customer that may be agreed to from time to time between Parties, which will be calculated based on the Rates.

Incident Report: means a report prepared either by the Supplier or the Logistic Provider concerning any incident during the delivery of the Goods and / or any events leading to the Missing Goods or Damaged Goods.

Insurance: means the insurance to be purchased by the Customer from the third-party insurer as arranged by the Supplier for the Services provided.

Insurance Charges: any costs, fees and expenses in connection with the Insurance to be calculated based on the Rates.

Insurance Payment Limits: means the amounts liable to be paid by the Supplier under the terms and conditions of the Insurance.

Interest: means interest that accrues each day at 4% a year above the SIBOR base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

Internal Dispute Mechanism: means the process set out in Clause 6.8.

Invoice Claims: means each and every claim, disagreement or dispute which the Customer may have as to the contents of the invoice due to:

(a) the Weight of an item recorded; and / or

(b) quantity of Order

Janio Freight Statement: means the document issued by the Supplier which sets out the dimensions of the Shipment provided to the Supplier by its third-party airway transport providers.

Last Mile Delivery: means a type of service that may be provided by the Supplier to the Customer of the aggregation and coordination of the services provided by the Logistic Provider(s) for the transportation of the Shipment, after the Shipment has been cleared by the customs in the Territory to the Receiving Address.

Last Mile Delivery Charge: means any costs, fees and expenses in connection with the Last Mile Delivery, calculated based on the Rates.

Liability: means all and any actions, causes of action, claims, counterclaims, suits, indemnifications, damages, demands or rights whatsoever or howsoever arising, whether present, future, prospective or contingent, known or unknown, whether or not for a fixed or unliquidated amount, whether or not involving the payment of money or the performance of any act or obligation, whether arising at common law, in equity or by statute in Singapore or in any other jurisdiction or in any other manner whatsoever.

 

Logistics Provider: means

(a) a third-party logistics services provider engaged by the Supplier (to be chosen at the Supplier’s sole discretion, unless otherwise agreed in writing between the Customer and the Supplier) for the purposes of fulfilling the Order(s); and

(b) for the avoidance of doubt, the Logistics Provider(s) is not considered an agent of the Supplier.

Missing Goods: means any Goods that was dispatched from the place of the First Touchpoint but did not reach the customs of the Territory or is not received by the Recipient, whichever applicable.

Missing Goods Claim: means each and every claim, disagreement or dispute which the Customer may have over any Missing Goods.

Modern Trade (Domestic): means the service provided by Supplier of arranging for the Pick-up and dropping off of the Goods at a destination which is within the same country as the Pick-up Address.

Modern Trade (Domestic) Charges: means any costs, fees and expenses in connection with the Modern Trade (Domestic) Service supplied based on the calculations set out in the Rates.

Order: means a document issued or any form of communication by the Customer to the Supplier requesting for one or more of the Service(s) in Schedule 2 regards the Customer’s Goods pursuant the Service Agreement and this Standard Self-Lodge T&Cs.

Order Database: means the online database through which the Supplier receives Orders from Recipients.

Outbound: means

(a) generating a picking list and sales order;

(b) picking of the Customer’s items from the storage location of the Customer’s items to match the packing list;

(c) packing in accordance with the Order(s) as agreed with the Customer; and

(d) any other services to be provided by the Supplier to the Customer that may be agreed to from time to time between Parties, which will be calculated based on the Rates.

Payment Deadline: as defined in Clause 6.5.1.

Periodical Cycle Counts: means the physical verification of the quantities of the Customer’s items in Fulfilment Storage and includes any inventory adjustment as and when required to rectify any discrepancies discovered during the physical verification of the number of the Customer’s items in Fulfilment Storage.

Personal Data: means data, whether true or not, about an individual who can be identified from that data or from that data and other information to which an organisation has or is likely to have access.

Pick-up: means the service provided by the Logistic Provider(s) of collecting the Goods from the Pick-up Address.

Pick-up Address: means the place designated by the Customer where the Goods are to be collected for Pick-up.

Proof of Delivery: means the document provided by the Logistic Provider to the Supplier recording a successful delivery of the Shipment to the Recipient.

Proof of Return: means the document provided by the Logistic Provider to the Supplier recording a successful delivery of the Uncollected Shipment or Cancelled Order back to the Customer’s warehouse.

Quotation: means the quote given by the Supplier to the Customer, which is determined based on the quantity of Orders and the Receiving Address, and the sum of which is to be fixed to the Rates with effect on the date on which the quote is given. The components of the quote are the applicable Charges.

Rates: means the charges and fees calculated as set out in Schedule 4 which are updated from time to time and based on which the Charges are calculated and in the event there is any update to the Rates, the Supplier shall notify the Customer no later than one (1) month prior to the commencement of the updated Rates.

Receiving Address: means a destination within the Territory as specified by the Customer in an Order.

Recipient: means a person or corporation to whom the Goods are delivered or intended to be delivered to by the Customer.

Repeat Delivery: means after an Uncollected Delivery, another up to three (3) attempt by the Logistic Provider to attempt to deliver the Goods to the Recipient.

Return Claims: means each and every claim, disagreement or dispute which the Customer may have as to a successful return of any undelivered Shipment back to the Customer’s storage location under the Return to Shipper Mechanism.

Returns Handling: means the service of returning back any of the Customer’s items back to the inventory of the Customer’s items under Fulfilment by the Supplier on behalf of the Customer and any other services to be provided by the Supplier to the Customer that may be agreed to from time to time between Parties, which will be calculated based on the Rates.

Return to Shipper Mechanism: means the process by which any undelivered Shipment is returned back by the Supplier to the Customer’s storage location and for the avoidance of doubt, the costs of implementing the Return to Shipper Mechanism is based on the Charges calculated according to the same Rates in the Quotation.

Services: means the Services as agreed to between the Parties in Schedule 2 which are supplied by the Supplier to the Customer for the purposes of completing an Order.

Service Agreement: means the agreement made between Taurus One Pte Ltd (f.k.a Janio Technologies Private Limited), a company incorporated under the laws of the Republic of Singapore and having its registered office at 163 Tras Street, #10-05 Lian Huat Building, Singapore 079024 and its respective customers, which incorporates this Standard Self-Lodge T&Cs.

Service Level Agreement: is as defined in the Rates and for the avoidance of doubt the calculation of the relevant number of days is exclusive of the date of the First Touchpoint. The following is not taken into account for calculating the number of days in the Rates:

(a) the number of days the Supplier withholds delivery of the Shipment due to the Recipient’s refusal to pay the required Duties and Taxes Charges and / or other Charges pursuant to Clause 12;

(b) delays due to inaccurate and / or incomplete data supplied to the Supplier; and

(c) any delays on the part of the Logistic(s) Provider.

Service Level Agreement Claim: means each and every claim, disagreement or dispute which the Customer may have as to the Supplier’s inability or failure to meet the Service Level Agreement.

Shipment: means Goods which have been transported from the First Touchpoint to the Territory.

SIBOR: means the Singapore Interbank Offered Rate which is a daily benchmark rate stated in Singapore dollars, for lenders and borrowers within the Asian market.

Storage: means the service of storing Goods, which are not Goods stored for Fulfilment, by the Supplier on behalf of the Customer whether at the (i) Customer’s request or (ii) or when Goods are held in a warehouse by the Supplier for a period in excess of fourteen (14) calendar days.

Storage Fee: means the fee for Storage to be charged by the Supplier to the Customer in the amount to be determined by the Supplier.

Supplementary Charges: means additional Charges to be charged by the Supplier to the Customer due to any error(s) in the original invoice provided resulting in an undercharging by the Supplier to the Customer, arising from inter alia the intentional input of an inaccurate postal code by the Recipient.

Supplier Database: means the database of rates maintained by the Supplier, which shall be updated from time to time, of which access for viewing shall be granted by the Supplier to the Customer. The Supplier shall inform the Customer where and how to access this database and notify the Customer of any change in the location of the database.

Supplier’s Personal Data Protection Policy: means the Supplier’s policy with regard to the protection of all Personal Data received which shall be in accordance with Data Protection Legislation.

Supplier Standard Rates: means the rates in the Supplier’s Database which shall apply from time to time for the provision of any goods and services for which no Rates or Ad-hoc Rates have been agreed to or are applicable.

Supplier’s Response: as defined in Clause 6.8.4.

Supplier Warehouse: means a warehouse designated by the Supplier to the Customer to store Goods on behalf of the Customer whether for Fulfilment or Storage.

Supply Conditions: means this Standard Self-Lodge T&Cs, any other terms and conditions of the Service Agreement and the Conditions of Carriage as amended mutatis mutandis, and as amended from time to time.

Supporting Documents: means documents provided by the Supplier as respect to:

(a) Damaged Goods Claim: an Incident Report and any available photographic evidence;

(b) Invoice Claim: documentary records including but not limited to (i) Janio Freight Statement; (ii) Proof of Delivery; (iii) any information or records in the Supplier’s working system or provided to the Supplier by the Logistics Provider(s); (iv) material safety data sheet; (v) GST permit where applicable; and such other documents (e.g. the Badan Pengawas Obat dan Makanan for Shipment to Indonesia) which are definitive save for clear data entry error;

(c) Missing Goods Claim: an Incident Report;

(d) Return Claims: Proof of Return; and

(e) Unsuccessful Delivery Claims: Proof of Delivery.

Territory: means any one more of the countries in the list of countries as set out in the Supplier Database that is updated from time to time.

Total Payment: means the aggregate of the applicable Charges, including without limitation the Supplementary Charges and any related administrative costs, subject to any applicable GST in Singapore and / or VAT in the Territory, and taking into consideration any applicable Discount, to be paid by the Customer to the Supplier in consideration for the supply of the Services.

Unacceptable Shipment: as defined in Schedule 1.

Uncollected Shipment: means any Shipment that is not collected by the Recipient, by reason of the Recipient being unidentifiable, not locatable or refusal to collect the Shipment, after three (3) attempts by the Logistic Provider to deliver the Shipment to the Receiving Address.

Unsuccessful Delivery Claims: means each and every claim, disagreement or dispute which the Customer may have as to the successful receipt of the Shipment by the Recipient.

VAT: means any applicable value added taxes under the laws and regulations of the Territory.

Volumetric Weight: is measured by the multiplication of the Good’s length, width and height (in centimetres) divided by 5000.

Weight: means the higher of the Volumetric Weight or the actual weight of the Goods.

2. BASIS OF AGREEMENT

2.1 An Order constitutes an offer made by the Customer to the Supplier to obtain the Services in accordance with this Standard Self-Lodge T&Cs.;

2.2 Upon receipt of an Order:

2.2.1 the Supplier shall thereafter provide the Quotation to the Customer and the Order shall be deemed to be accepted only when the Customer accepts the Quotation and the Supplier issues a Confirmation Notice; or

the Order is deemed accepted by the Supplier once the Order has been successfully recorded in the Supplier’s Order Database,

whichever is applicable.

2.3 For the avoidance of doubt and as the case may be:

2.3.1 when the Customer accepts the Supplier’s Quotation, the Rates upon which the Quotation is given will not be changed in any event with the Rates being fixed to the date of the Confirmation Notice; or

2.3.2 the Rates upon which the applicable Charges are calculated is fixed to the date on which the relevant Order is uploaded onto the Supplier’s Order Database,

any fluctuations in the Rates subsequent to the acceptance of the Supplier’s Quotation or the upload of the Order onto the Supplier’s Order Database is disregarded and cannot be relied on by the Parties unless the Supplier in its sole discretion offers to re-negotiate the Charges with the Customer.

2.4 The Supplier reserves its rights to levy any additional surcharge on the Rates when necessary, including but not limited to events of a surge in fuel prices and a pandemic.

3. GENERAL TERMS AND CONDITIONS

3.1 The Supplier shall use commercially reasonable efforts to arrange for the delivery of the Goods to be made to the Receiving Address specified in an Order subject to all applicable laws and regulations for the importation of goods of the Territory.

3.2 The Supplier shall notify the Customer of any requirements for the importation of goods in the Territory. If Customer is unable to meet such requirements and the Parties are unable to agree upon an alternate solution that complies with all applicable laws and regulations, the Supplier may reject the Order without any Liability after informing the Customer about the same.

3.3 The Supply Conditions apply to the exclusion of any other terms and conditions that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, unless otherwise agreed to in writing by the Supplier.

3.4 The Customer acknowledges and agrees that the provision of the Services by the Supplier is subject to the Customer’s acceptance of Conditions of Carriage of each respective Logistic Provider and any breach by the Customer of any of the Conditions of Carriage may be treated as a material breach of the Service Agreement.

4. SUPPLY OF SERVICES

4.1 The relevant portion of this Clause 4 shall apply where applicable based on the specific Service(s) supplied by the Supplier to the Customer as set out in Schedule 2.

4.2 The Supplier shall supply the Services to the Customer in accordance with the Supply Conditions.

4.3 The Supplier shall use any Personal Data received whether of the Customer or the Customer’s Recipients in accordance with the Supplier’s Personal Data Protection Policy.

4.4 The Supplier reserves the right to amend or supplement the Supply Conditions from time to time:

4.4.1 to comply with any applicable law or regulatory requirement (in jurisdictions where the Customer and Supplier and /or the Supplier’s Group Entity operates); or

4.4.2 if the amendment(s) will not materially affect the nature and / or quality of the Services;

and the Supplier shall notify the Customer in writing of any such amendment(s).

4.5 The Supplier reserves the right to request, from time to time, for any reasonable amount of deposit payment from the Customer as and when the Logistic Provider requests the same of the Supplier.

4.6 In order to provide the Services, the Supplier may carry out the following:

4.6.1 complete any documents, amend product or services codes and pay any Duties and Taxes Charges;

4.6.2 act as the Customer’s forwarding agent for customs and export control purposes and as a receiver solely for the purpose of designating a customs broker to perform customs clearance and entry;

4.6.3 redirect the Shipment to the Recipient’s customs broker or other addresses upon request by the Recipient or any person whom the Supplier in its reasonable opinion believes to be authorised; and

4.6.4 do all things as may be required or necessary for completion of the Order(s).

4.7 Save as provided in Clause 8, the Supplier shall provide a Proof of Delivery on request by the Customer and such Proof of Delivery may be provided up to ninety (90) calendar days from the date of receipt of the Shipment, or where the Proof of Delivery is kept for less than ninety (90) calendar days from the date of receipt of the Shipment by the Logistic Provider(s) then such number of days shall apply.

4.8 The delivery of the Goods is subject to the following terms and conditions:

4.8.1 Shipments shall be delivered to the Receiving Address provided by the Customer, but not necessarily to the named Recipient

4.8.2 The Supplier may deliver the Shipment to a central receiving area if the Receiving Address has a central area for the collection of goods and parcels.

4.8.3 The Supplier shall on a best effort basis attempt to fulfil the Services in accordance with the relevant Service Level Agreement as set out in the Rates.

4.8.4 Any other terms and conditions in the Service Agreement.

4.9 The Supplier shall remit any cash collected under the Cash on Delivery service within ten (10) Business Days after successful delivery to the Recipient, to the Customer upon the Customer providing the relevant details including its bank accounts details in accordance with Schedule 5, unless otherwise agreed with the Customer. For the avoidance of doubt, the Supplier will not be required to remit any cash collected until and unless the Customer furnishes the relevant details.

4.9.1 The Customer shall bear all Bank Charges arising from the remittance of the cash collected under the Cash on Delivery service.

4.9.2 The Bank Charges shall in the first instance be deducted upfront from the cash collected under the Cash on Delivery service that is to be remitted to the Customer. In the event, that such deduction is unable to be effected, the Supplier shall invoice the Customer the Bank Charges in accordance with Clause 6 below.

4.10 In the event of:

4.10.1 an Unacceptable Shipment; or

4.10.2 a Shipment that has been undervalued for customs purposes;

the Supplier shall use commercially reasonable efforts to implement the Return to Shipper Mechanism, failing which, the Shipment may be released, disposed of or sold without incurring any Liability whatsoever to the Supplier or anyone else. The proceeds from such sale is applied against any applicable Charges and Administrative Costs with the balance of the proceeds returned to the Customer. The Supplier has the right to destroy any Shipment which any law prevents the Supplier from returning to the Customer.

4.11 In the event that the Goods, which are not Unacceptable Shipment, fail to meet all customs rules and regulations of the Territory due to the lack of co-operation by the Customer or Consignee in any way and the Supplier (or the Logistic Provider as the case may be) is unable to achieve Customs Clearance within ten (10) Business Days from the date the Goods reach the Territory, the Supplier shall dispose off the Goods unless the Customer requests otherwise and in any event the Customer shall bear all applicable Charges.

4.12 In the event the Supplier is unable to successfully supply Customs Clearance because:

4.12.1 the Consignee or Customer is required to but refuses to pay the applicable Duties and Taxes Charges and / or other Charges for the Shipment; or

4.12.1.1 where applicable, the Supplier shall withhold such Shipment up till fourteen (14) Business Days until the required Duties and Taxes Charges or other Charges have been paid for otherwise the Supplier shall dispose off the Goods unless otherwise requested by the Customer; and

4.12.1.2 the Supplier may in its sole discretion upon written request by the Customer or if the Supplier is required by the customs authority in the Territory to pay the Duties and Taxes Charges first, shall pay the applicable Duties and Taxes Charges and / or other Charges for the Shipment first on behalf of the Consignee, and in such an event the Customer shall indemnify the Supplier for the amount paid;

4.12.1.3 in the event that the Supplier pays the applicable Duties and Taxes Charges and / or other Charges for the Shipment first on behalf of the Consignee, Customer or the relevant shipper, for whatsoever reason, the Customer shall indemnify the Supplier for the amount paid; and

4.12.1.4 for the avoidance of doubt, the Supplier shall invoice the Customer for the abovementioned paid Charges within seven (7) calendar days of the date of receipt of such invoice from the relevant authorities in accordance with Clause 6.4 below.

4.12.2 the Consignee or Supplier is required but refuses to provide the Supplier with the required documentations, the Supplier shall withhold such Shipment up till fourteen (14) Business Days until the required documentations are provided otherwise the Supplier shall dispose off the Goods unless otherwise requested by the Customer.

4.13 In the event of an Uncollected Shipment, the Supplier shall notify the Customer and the Customer may elect to either have a Repeat Delivery or to trigger the Return to Shipper Mechanism. If the Customer does not make an Election within the Election Period, the Supplier shall have the right to trigger the Return to Shipper Mechanism. In the case that the Return to Shipper Mechanism is triggered:

4.13.1 the returned Shipment will be deemed to be a new Order;

4.13.2 the applicable Charges for the new Order will be calculated based on the Rates in the Quotation; and

4.13.3 the Customer remains liable to pay the Charges for the Uncollected Shipment.

4.14 In the event of any cancellation and / or modification of an Order(s) by the Customer:

4.14.1 the Customer remains liable to pay the Total Payment so long as the Supplier has achieved the First Touchpoint;

4.14.2 the Customer may choose to (i) collect the cancelled / modified Order from the Customer warehouse at the Territory; (ii) have the cancelled / modified Order auctioned off; (iii) request for the Supplier to dispose off the cancelled Order subject to a fee to be determined by the Supplier; or (iv) request for the Supplier to implement the Return to Shipper Mechanism. If the Customer does not make an Election within the Election Period, the Supplier shall have the right to make the aforesaid election on behalf of the Customer and the Customer shall pay for all costs, expenses, fees and taxes incurred by the Supplier as a result of the election on behalf of the Customer.

4.14.3 For the avoidance of doubt, in the event that the Supplier implements the Return to Shipper Mechanism, the return of the Goods shall be deemed a new Order and the Customer shall pay for all costs, expenses, fees and taxes incurred by Supplier as a direct result of any such cancellation or modification with any applicable Charges calculated based on the Rates in the Quotation; and

4.14.4 the Customer shall be required to pay the Total Payment in the event that the Supplier does not permit the cancellation and / or modification of an Order.

4.15 The Supplier shall permit the cancellation of an Order if and only if

4.15.1 the cancellation is communicated to the Supplier before the First Touchpoint; and

4.15.2 the cancellation is made by the Customer

4.16 In the event of the occurrence of a Force Majeure Event:

4.16.1 the Supplier shall not incur any Liabilities for any delays in any stage of its Services; and

4.16.2 the affected Party shall be entitled to a reasonable extension of the time for performing its obligations. If the period of delay or non-performance continues for more than thirty (30) calendar days, the unaffected Party may terminate the Service Agreement by giving a one (1) week written notice to the affected Party.

4.17 In the event that the Goods are held in Storage, the Customer shall pay the Storage Fee.

4.18 The Supplier has the right to open and inspect a Shipment without notice to the Customer or Recipient for safety, security, customs or other regulatory reasons.

4.19 All Customer Service Enquiries shall be directed to the Supplier at clientsupport@janio.asia and the Supplier shall respond to the Customer Service Enquiries within five (5) Business Days of the receipt of the aforementioned enquiries.

4.20 Notwithstanding anything in the Service Agreement or this Standard Self-Lodge T&Cs, no Service Level Agreement Claims can be brought against the Supplier. For the avoidance of doubt, a failure to meet the Service Level Agreement does not constitute a breach of the Service Agreement.

4.21 Notwithstanding anything in the Service Agreement or this Standard Self-Lodge T&Cs, the Parties agree that the Supplier shall be entitled to nominate or appoint any of its Group Entity to perform all or part of the Supplier’s obligations under the Service Agreement.

5. CUSTOMER’S OBLIGATIONS

5.1 The Customer shall:

5.1.1 ensure that the terms of the Order are complete and accurate;

5.1.2 co-operate with the Supplier in all matters relating to the Services;

5.1.3 comply with all the relevant requirements in Schedule 3;

5.1.4 provide the Supplier, the relevant Logistic Provider(s), their employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier and / or Logistic Provider(s) to perform the Services and / or complete the Order(s);

5.1.5 provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, including but not limited to all details and documentations required for Customs Clearance and ensure that such information is complete and accurate in all material respects;

5.1.6 obtain and maintain all necessary licences permissions and consents which may be required for the export and / or import of the Goods before the Commencement Date;

5.1.7 use an application programming interface with the Supplier or use the Supplier’s system to ensure that any Order(s) can be automatically received on the Order Database;

5.1.8 obtain the permission of the Recipient to allow the Supplier to use the Personal Data of the Recipient for the purposes of (i) conducting surveys; and / or (ii) sending notifications to the Recipient in relation to the Last Mile Delivery and / or Shipment, and for the avoidance of doubt such permission may be withdrawn by the Recipient at any time;

5.1.9 comply with all applicable laws, including the Data Protection Legislation; and

5.1.10 comply with any additional obligations imposed by the Logistics Provider(s), including but not limited to the Conditions of Carriage.

5.2 If the Supplier’s performance of any of its obligations under the Service Agreement is prevented or delayed due to the Customer Default

5.2.1 then without limitation and prejudice to any other right or remedy available to the Supplier, the Supplier shall have the right to:

(a) suspend performance of the Services until the Customer remedies the Customer Default; and

(b) rely on the Customer Default to relieve itself from the performance of any of its obligations to the extent that the Customer Default prevents or delays the Supplier’s performance of any of its obligations;

5.2.2 the Customer shall reimburse the Supplier on written demand for all actual and direct costs or losses sustained or incurred by the Supplier arising directly from the Customer Default.

5.3 The Customer is responsible for ensuring that the Shipment is not an Unacceptable Shipment.

6. CHARGES AND PAYMENT

6.1 The applicable Charges for the Services are set out in each Quotation and / or otherwise rendered in accordance with this Standard Self-Lodge T&Cs and / or the Service Agreement.

6.2 The Supplier shall have the right to invoice the Customer upon the Supplier’s fulfilment of the First Touchpoint, regardless of whether the Goods are eventually successfully delivered to the Recipient.

6.3 The Supplier shall invoice the Customer (where applicable);

6.3.1 any Duties and Taxes Charges payable prior to the delivery of the Goods;

6.3.2 Storage Fees and Fulfilment Charges on a monthly basis;

6.3.3 remaining of the Total Payment to the Customer on the basis of the invoicing terms set out in Schedule 2, for the completion of any stages of the Services, regardless of the successful delivery to the Recipient; and

the Supplementary Charges within a reasonable period after discovery of the relevant error by the Supplier.

6.4 The Customer shall

6.4.1 pay the invoice by the “Payment Deadline” which shall mean:

(a) within seven (7) calendar days of the date of the invoice for Duties and Taxes Charges;

(b) within seven (7) calendar days of the date of invoice for the Supplementary Charges; and

(c) within thirty (30) calendar days of the date of the invoice for the remaining of the Total Payment;

6.4.2 pay the invoices in full and in cleared funds by telegraphic transfer in Singapore Dollars, inclusive of any bank charges and telegraphic transfer charges, to the Supplier’s bank account, or any other account as nominated by the Supplier which is indicated on the relevant invoice, the details of which are set out in Schedule 7; and

6.4.3 include the invoice number for which payment is made and provide the Customer’s name for each telegraphic transfer.

6.5 The time for payment shall be of the essence of the Service Agreement.

6.6 All amounts payable by the Customer under the Service Agreement are exclusive of amounts in respect of any GST / VAT chargeable from time to time.

6.6.1 The amount of any GST and / or VAT incurred for the Services rendered by the Supplier to the Customer will be reflected and included in the invoice for the Duties and Taxes Charges and the invoice for the remaining of the Total Payment respectively.

6.6.2 The Customer shall pay such additional amounts in respect of GST and / or VAT as are chargeable on the supply of the Services at the same time as payment is due for the Duties and Taxes Charges and the remaining of the Total Payment respectively.

6.7 All Claims shall only be for the Declared Value and shall first be settled using the following dispute resolution process (“Internal Dispute Mechanism”):

6.7.1 In the event the Customer has any Claims, the Customer shall file a Dispute Notice within the Dispute Notice Period. Regardless, the Customer shall still be required to make the Total Payment by the Payment Deadline, save for the Disputed Sums. However, Parties agree that in the case where there is a Dispute concerning any Duties and Taxes Charges payable, the Customer shall still first make the payment of the Duties and Taxes Charges payable by the Payment Deadline, and if the Dispute is resolved in favour of the Customer, the Supplier shall reimburse the Customer up to the sums resolved in favour of the Customer as soon as practicable.

6.7.2 The Supplier shall review the Claim and respond to the Claim of which the Supplier can either agree to the Claim, disagree in part or in whole of the Claim.

6.7.3 In the event that the Supplier agrees to the Claim, the Customer shall not be required to make the payment of the sums owing up to the sum of the Claim which the Supplier agrees to. In the event the Customer has made any payment to the Supplier, the Supplier shall make the required reimbursements where applicable.

6.7.4 In the event that the Supplier disagrees in part or in whole of the Claim, the Supplier shall provide the Supporting Documents for their reasons to the Customer within ten (10) Business Days from the date of receipt of the Dispute Notice (“Supplier’s Response”).

6.7.5 Parties agree that the Supporting Documents shall be definitive of the contents and facts within them and the Supplier is not required to furnish documents beyond the Supporting Documents.

6.7.6 In the event the Customer agrees with the Supplier’s Response they shall make payment on the sums owing set out in the Supplier Response. If the Customer disagrees with the Supplier’s Response, the Customer shall be required to furnish Additional Supporting Documents to the Supplier within five (5) Business Days from the date of receipt of the Supplier Response failing which the Customer shall be deemed to have agreed with the contents of the Supplier’s Response (“Customer’s Appeal”).

6.7.7 The Supplier shall consider and respond to the Customer’s Appeal within seven (7) Business Days from the date of receipt of the Customer’s Appeal, and shall notify the Customer of their final decision on the issues concerning the Customer’s Appeal and the Customer shall be obliged to pay all sums indicated under the aforesaid notification. (“Final Notification”)

6.7.8 If the Customer still remains in disagreement, Parties may proceed to settle their Dispute according to Clause 13.12.

6.8 If the Customer fails to make a payment due to the Supplier under the Service Agreement by the Payment Deadline or when they receive the Supplier’s Response or the Final Notification (as the case maybe), then, without limitation and prejudice to any other remedies of the Supplier, the Customer shall pay Interest on the overdue sum from the due date until payment of the overdue sum.

6.9 If the Customer owes any outstanding sums to the Supplier under the Service Agreement, the Supplier may notify the Customer that the Supplier may withhold the Customer’s Goods or cash collected from the Cash on Delivery to set-off against any outstanding claims the Supplier may have against the Customer and the Supplier shall not be liable for any consequential losses suffered by the Customer.

6.10 All amounts due under the Service Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law) save as provided in Clause 6.10.

6.11 Any services performed outside the scope of the Service Agreement will be subjected to separate Charges.

7. TERM

7.1 The Service Agreement shall commence on and from the Commencement Date (inclusive) until the earlier of

7.1.1 the date set out in Recital (E) of the Service Agreement; and

7.1.2 the date on which the Service Agreement is terminated in accordance with Clause 11 herein.

7.2 Parties may renew the Service Agreement and in doing so renegotiate the Rates by mutual agreement in writing for subsequent one (1) year periods.

8. LIMITATION OF LIABILITY

8.1 Nothing in this Standard Self-Lodge T&Cs and the Service Agreement shall limit or exclude a Party’s liability:

8.1.1 for death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors;

8.1.2 for fraud or fraudulent misrepresentation; or

8.1.3 for any other act, omission, or liability which may not be limited or excluded by law.

8.2 Neither Party shall have any Liability to the other Party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with this Standard Self-Lodge T&Cs and / or the Service Agreement. This is provided that such claim, action or proceeding did not arise from either Party’s negligence, fault or default in performance of its obligations under the Service Agreement or statutory obligations or deterioration in its financial position.

8.3 If the Customer does not purchase Insurance from the Supplier then in the event of the Supplier’s failure or delay to perform any of its obligations in this Agreement resulting in any Claims, the Supplier limits its legal liability for Claims arising out of an Order concerning

8.3.1 Cross Border Shipments: (i) up to a maximum of USD One Hundred (USD 100.00); or (ii) the Declared Value of an individual item in the Order, whichever is lower; or

8.3.2 Domestic Shipments in the following countries, the lower of the following respective values shall apply:

8.3.2.1  Malaysia: (i) up to a maximum of MYR Two Hundred (MYR 200.00); or (ii) the Declared Value of an individual item in the Order;

8.3.2.2 Indonesia: (i) up to a maximum of IDR One Million (IDR 1,000,000.00); (ii) the Declared Value of an individual item in the Order; or (iii) ten times of the Freight Charges for an individual item in the Order;

8.3.2.3 Singapore: (i) up to a maximum of USD Fifty (USD 50.00); or (ii) the Declared Value of an individual item in the Order; and / or

8.3.2.4 China and all other countries: (i) up to a maximum of USD Fifty (USD 50.00); or (ii) the Declared Value of an individual item in the Order.

8.3.3 For the avoidance of doubt, the limits in Clauses 8.3.1 and 8.3.2 shall apply save where Parties have otherwise agreed in the Variation Addendum.

8.4 If the Customer purchases Insurance from the Supplier then the Supplier limits its legal liability for Claims arising out of an Order to the total of the Insurance Payment Limits additional to the amounts in Clause 8.3.

8.5 For the avoidance of doubt, the maximum limits in Clause 8.3 and 4 are inclusive of any relevant Charges, in addition to the Declared Value of the Shipment.

8.6 In the event Parties agree to any variation to the limitation of liability under Clause 8.3, 8.4 8.5 and 8.7, this variation to the released value must be submitted to the Supplier in writing prior to the provision and / or performance of the Services, and the Customer must acknowledge and accept in writing the additional Charges established by the Supplier save as provided for in this Standard Self-Lodge T&Cs and / or the Service Agreement.

8.7 All Claims must be submitted in writing through the Dispute Notice to the Supplier within the Dispute Notice Period, failing which the Supplier shall have no Liability whatsoever as regards the Claims. Claims are limited to one Claim per Shipment, settlement of which will be the lower of the Declared Value or the value in Clause 8.3 or 4, as the case may be.

9. INDEMNITIES

9.1 The Customer shall indemnify, defend and hold harmless Supplier for all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Supplier as a result of the Customer’s breach of its obligations under the Service Agreement.

9.2 The Customer shall indemnify and hold Supplier harmless against any loss or damage which Supplier may suffer or incur as a result of the Customer’s breach of the Conditions of Carriage, howsoever arising.

9.3 The Customer acknowledges and agrees that any and all indemnities in relation to the Services are established directly between the Customer and the Supplier.

10. ANTI-BRIBERY / ANTI-CORRUPTION

10.1 The Parties represent and warrant that it has in place adequate procedures for reporting a violation of any Corruption Laws, conducts its business ethically and complies at all times with Corruption Laws, and accordingly neither the Parties nor any of their Affiliates, officers, employees, agents, consultants and subcontractors, has

10.1.1 directly or indirectly given, made, offered or received or agreed (either themselves or in agreement with others) to give, make offer, or receive any payment, gift or other advantage which a reasonable person would consider to be unethical, illegal or improper, or committed or attempted to commit (either themselves or in agreement with others) any other corrupt act, which is in violation of any Corruption Laws;

10.1.2 received, agreed or attempted to receive the benefits of or profits from a crime or any corrupt act or agreed to assist any person to retain the benefits of or profits from a crime or any corrupt act; or

10.1.3 been investigated (or is being investigated or is subject to a pending or threatened investigation) or is involved in an investigation (as a witness or possible suspect) in relation to any of the matters set out in Clauses 10.1.1 and / or 1.2 by any law enforcement, regulatory or other governmental agency or any customer or supplier, or has admitted to, or been found by a court in any jurisdiction to have engaged in, any corrupt act, or been debarred from bidding for any contract or business, and so far as the Customer is aware there are no circumstances which are likely to give rise to any such investigation, admission, finding or disbarment (whether under any Corruption Laws or otherwise).

10.2 The Customer undertakes that it and all of its Affiliates, officers, employees, agents, consultants and subcontractors shall:

10.2.1 at all times comply with all Corruption Laws;

10.2.2 shall not engage in any activity, practice or conduct which would constitute an offence under any Corruption Laws and shall not do anything that will result in either Party being in violation of any Corruption Laws or being investigated or involved in an investigation (as a witness or possible suspect) in relation to any of the matters set out in Clauses 10.1.1 and 10.1.2 by any law enforcement, regulatory or other governmental agency.;

10.2.3 shall annually from the date of the Service Agreement, certify to the Supplier in writing (such certification being signed by an officer of the Customer) in such form as provided by the Supplier from time to time, its compliance with this Clause 10. The Customer shall provide such supporting evidence of compliance as the Supplier may reasonably request; and

10.2.4 shall ensure that any person associated with the Customer, which performs services in connection with the Service Agreement, does so only on the basis of a written contract which incorporates the terms of this Clause 10 as amended mutatis mutandis. The Supplier shall be responsible for the observance and performance by such persons of the aforementioned terms, and shall be directly liable to the Supplier for any breach by such persons of any of the aforementioned terms.

11. TERMINATION

11.1 Without limiting or prejudicing any other right or remedy available to it, either Party may terminate the Agreement by giving the other Party two (2) month’s written notice or at an earlier time as agreed to between Parties.

11.2 Without limiting or prejudicing any other right or remedy available to it, either Party may terminate the Agreement with immediate effect by giving written notice to the other Party if:

11.2.1 the other Party commits a material breach of any term of this Standard Self-Lodge T&Cs; and / or the Service Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) Business Days after being notified in writing to do so;

11.2.2 the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;

11.2.3 the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;

11.2.4 a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other Party’s assets and such attachment or process is not discharged within fourteen (14) calendar days;

11.2.5 if the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

11.3 Without affecting any other right or remedy available to it, the Supplier may terminate the Service Agreement with immediate effect and suspend all Services by giving written notice to the Customer if the Customer fails to pay any amount due under the Service Agreement on the Payment Deadline.

12. CONSEQUENCES OF TERMINATION

12.1 On termination of the Service Agreement, the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and Interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer in accordance to Clause 6

12.2 Termination or expiry of the Service Agreement shall not affect any rights, remedies, obligations or Liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Service Agreement which existed at or before the date of termination or expiry. On termination of the Service Agreement, the Supplier shall, upon the Customer’s request, return all items under the care of the Supplier to the Customer at a mutually agreed upon cost.

12.3 Any provision of this Standard Self-Lodge T&Cs; and / or the Service Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Service Agreement shall remain in full force and effect.

13. GENERAL

13.1 In the event of the occurrence of a Force Majeure Event:

13.1.1 the Supplier shall not incur any Liabilities for any delays in any stage of the Services; and

13.1.2 the affected Party shall be entitled to a reasonable extension of the time for performing its obligations. If the period of delay or non-performance continues for more than thirty (30) calendar days, the unaffected Party may terminate the Service Agreement by giving a one (1) week written notice to the affected Party.

13.2 Assignment and other dealings. The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Service Agreement with one (1) month’s written notice to the Customer.

13.3 Confidentiality

13.3.1 Each Party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party, except as permitted by Clause 13.3.2.

13.3.2 Each Party may disclose the other Party’s confidential information:

(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the Party’s obligations under the Agreement. Each Party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other Party’s confidential information comply with this Clause 13.3; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3.3 Neither Party shall use the other Party’s confidential information for any purpose other than to perform its obligations under the Service Agreement.

13.4 Entire agreement.

13.4.1 The Service Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

13.4.2 Each Party acknowledges that in entering into the Service Agreement, it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Standard Self-Lodge T&Cs; and / or the Service Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

13.5 Variation. No variation of the Service Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

13.6 Waiver. A waiver of any right or remedy under the Service Agreement or by law is only effective if given in writing and signed by both Parties and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a Party to exercise any right or remedy provided under this Standard Self-Lodge T&Cs; or the Service Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy

13.7 Severance. If any provision or part-provision of this Standard Self-Lodge T&Cs; and / or the Service Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of this Standard Self-Lodge T&Cs; and / or the Service Agreement.

13.8 Notices

13.8.1 Any notice or communication given to a Party under or in connection with the Service Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Order.

13.8.2 Any notice or communication shall be deemed to have been received:

(i) if delivered by hand, on signature of a delivery receipt;

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the Business Day after posting or at the time recorded by the delivery service;

(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. Business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

13.8.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute

13.9 Third party rights.

13.9.1 Unless it expressly states otherwise, the terms and conditions herein do not give rise to any rights under the Contracts (Rights of Third Parties) Act (Cap. 53B) of the Republic of Singapore to enforce any terms and conditions this Standard Self-Lodge T&Cs; and / or the Service Agreement.

13.9.2 The rights of the Parties to rescind or vary any terms and conditions of this Standard Self-Lodge T&Cs; and / or the Service Agreement are not subject to the consent of any other person.

13.10 Relationship of the Parties. Nothing in this this Standard Self-Lodge T&Cs; and / or the Service Agreement shall be construed as creating a partnership, joint venture, contract of employment or relationship of principal and agent between the Parties. No Party shall have any authority to act for or assume any obligation or responsibility of any kind, express or implied, on behalf of the other Party or bind or commit the other Party for any purpose in any way whatsoever with the exception of the supply of the Services rendered by the Supplier put forth in Clause 4 (Supply of Services).

13.11 Governing law. The terms and conditions of this Standard Self-Lodge T&Cs; and / or the Service Agreement, and any Dispute or Claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by, and construed in accordance with the law of the Republic of Singapore

13.12 Dispute Resolution

13.12.1 Any Dispute shall first be resolved by reference to the Internal Dispute Mechanism.

13.12.2 If any Dispute which is above the amount of US$200,000 is not resolved fully by the Internal Dispute Mechanism, the Parties shall refer the Dispute to the Singapore Mediation Centre for resolution by mediation. The mediator shall be an independent third party agreed to between the Parties and Parties shall share any costs and fees equally other than legal fees associated with the mediation.

13.12.3 If it proves impossible to arrive at a mutually satisfactory solution through mediation within twenty (20) Business Days, the Parties shall refer to and finally resolve the Dispute by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator mutually appointed by both the Parties. The language of the arbitration shall be English

13.12.4 If any Dispute which is below the amount of US$200,000 is not resolved fully by the Internal Dispute Mechanism and / or there are any questions regarding the existence, validity or termination of the Service Agreement, the Parties shall submit to the exclusive jurisdiction of the Courts of the Republic of Singapore, and irrevocably waives any objection on the grounds of forum non conveniens to settle the Dispute.

 

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