Parties

Oneworld Express Limited, a company registered under the Companies Act, 1956, having its corporate office at 101, Sidhant Complex, Old Nagardas Road, Andheri East, Mumbai, Mumbai Suburban, Maharashtra, 400069, offering ‘Logistics Management Services’ (Hereinafter referred to as "Service Provider").

Our company, having its registered office in India as per KYC (Hereinafter referred to as "Customer").

Whereas

1. Customer is inter alia engaged in the business of ecommerce or logistics.
2. Service Provider is inter alia engaged in the business of providing international courier services.
3. For mutual interest and benefits, parties hereto are desirous of recording the terms and conditions of the above understanding, in writing, by way of this Agreement.

Definitions

‘Confidential Information’

All non-public information disclosed by a party (Disclosing party) to the other party (Receiving party), that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

‘Consignment/Shipment’

The customer’s goods consolidated, packaged and/or invoiced together and handed over to the service provider by the customer for delivery.

‘Manifest’

The data uploaded by the customer (in the format shared by the Service Provider) containing the details of the shipment for which the service provider is to provide delivery services or cash pickup services.

1. Scope Of Services

This master agreement governs one or more e-commerce logistics services offered by the Service Provider to the Customer or Customer’s customer.

2. Fees

1. The Customer will pay Service Provider the fees as mentioned in Annexure I. The shipping price can be changed anytime without notice and will be visible at the time of creating a shipping label.
2. Payment for services shall be made in advance at the time of request.
3. Additional fees may apply during festive seasons.
4. The customer is liable for duty/taxes (DDU/DDP) if the consignee refuses to pay. Admin fees will also apply.

3. Obligations of the Customer

1. The Customer shall not book or hand over any banned, restricted, or illegal consignments as listed in Annexure III.
2. Any person delivering hazardous goods shall be liable for loss or damage and must indemnify the Service Provider.
3. Customer warrants the accuracy of information provided to the Service Provider.
4. Customer must ensure the manifest is filled out correctly and completely for delivery services.
5. Packaging must be safe, proper, and adequate to withstand normal transportation. Non-compliance will release Service Provider from liability.
6. Customer must ensure compliance with GST e-way bill requirements to avoid delays or non-delivery.

4. Undelivered Shipments/Consignments

1. A shipment shall be considered undeliverable if:
   • The Recipient's address is incomplete, illegible, incorrect or cannot be located.
   • The Recipient fails or refuses to accept delivery, sign, or pay for delivery of any consignment.
   • The consignment would likely cause damage or delay to other shipments or goods, or injury to persons.
   • The consignment contains prohibited items.
   • The consignment's contents or packaging are damaged to the extent that re-wrapping is not possible.
   • The consignment is detained or unable to clear local or state boundaries.
2. A shipment which does not have a delivery scan may not be considered as undelivered. The customer must provide verifiable email and complaint screenshots from the buyer to make claims regarding non-delivery.
3. The Customer is liable for paying return courier charges (till the Service Provider’s hub) if any shipment is undelivered. The shipment can be returned to the origin if the Customer appoints a clearing agent and pays the freight charges in advance.

5. Insurance

Service Provider does not offer any insurance cover for the shipment; therefore, the Customer shall be solely responsible for arranging transit insurance for the shipment handed over to the Service Provider for shipment.

6. Risk And Title

1. All consignments shall be carried on a ‘Said to contain basis’. The responsibility regarding checking prohibited and restricted items remains with the Customer.
2. The Customer shall remain the owner of the goods in consignment transported by the Service Provider at all times. The Service Provider will act as a custodian, not being an agent of the Customer.

7. Confidentiality

1. Each party may be given access to confidential information from the other party to perform its obligations under this agreement. The parties undertake not to use any such confidential information, other than for purposes related to this agreement, and shall use their best efforts to keep confidential and not disclose to any third party, save and except on a ‘need-to-know’ basis, any confidential information of the other party. The provisions of this clause shall not apply to confidential information which:
   • Is or becomes part of the public domain without breach of this agreement by a party.
   • Is lawfully in the possession of a party and subject to an existing agreement between the parties.
   • Is independently developed by a party or acquired from a third party to the extent that it is acquired otherwise than as a result of breach of this clause and with the right to disclose the same.
2. Parties agree that the Customer has taken explicit consent of the data subjects on the means and purpose of processing of their personal information for the purpose of this Agreement. Seeking such consent of the data subject shall be the liability of the Customer alone.
3. The Customer agrees and provides their consent to receive communications, correspondences, updates, notifications, etc., from the Service Provider through email, SMS, WhatsApp, and any other mode as agreed by the Parties from time to time.

8. Indemnities

The Customer hereby agrees to indemnify, defend, and hold the Service Provider, its affiliates, officers, directors, employees, contractors, sub-contractors, consultants, licensors, other third-party service providers, agents, and representatives harmless from and against claims, demands, actions, liabilities, costs, interest, damages, and expenses of any nature whatsoever (including all legal and other costs, charges, and expenses) incurred or suffered (directly or indirectly) by the Service Provider or its employees, on account of:

• The Customer’s access to or use of services.
• Violation of this agreement or any terms of use of the services.
• Violation of applicable law by the Customer.
• Wrongful or negligent act or omission of the Customer.
• Any third-party action or claim made against the Service Provider by reason of any actions undertaken by the Customer.
• Any duties, taxes, octroi, cess, clearance charges, and any other charge/levy, by whatever name called, levied on the shipments.

9. Limitation Of Liability

1. The Service Provider or any of its directors, employees, agents, or contractors shall not be liable to the Customer, whether in tort, contract, or otherwise, for any consequential, indirect, punitive, exemplary, or incidental damages, lost profits, or lost business opportunities.
2. The maximum liability of the Service Provider and the sole and exclusive remedy of the Customer for the damage or loss or theft or misappropriation of any consignment caused due to gross negligence or willful misconduct of the Service Provider shall be based on the service selected or INR 4,000, whichever is lower. For all postal services, the maximum liability is INR 2,000. Claims will be settled on the cost price only.

10. Intellectual Property

1. Each party shall exclusively own its intellectual property, and neither party will have any claim or right to the intellectual property of the other by virtue of this agreement or the performance of any activities hereunder, except as otherwise provided herein. Neither party will take any action or make any claim to any intellectual property belonging to the other party, whether during the term of this agreement or thereafter, which is inconsistent with this section. No right or license shall be implied by estoppel or otherwise, other than the rights and licenses expressly granted in this section.
2. The Customer agrees that the Service Provider may use the Customer’s name and logo on their website and social media platform with the intent to list the Customer as a Customer of the Service Provider. It is clarified that all rights, title, and interest in the logo and name remain with the Customer.

11. Term And Termination

1. This agreement shall come into force on and from the date from which the Customer starts procuring services in any form or capacity and shall remain in existence while the Customer is a user of any of the services in any form or capacity until terminated by either party in accordance with the provisions of this agreement.
2. Either Party may terminate this Agreement by giving one month’s notice to the other Party. The Service Provider can terminate the agreement anytime if the Customer is found to be abusive, harassing, or behaving in an unlawful manner.
3. Either party may terminate this agreement immediately if either party is declared insolvent or bankrupt, or is unable to pay its debts, or a resolution is passed for winding up of such party.
4. In case of non-payment of undisputed amounts within agreed timelines, the Service Provider will be permitted to terminate this Agreement effective immediately.

12. Force Majeure

The Service Provider shall not be liable for any loss or damage to the consignment or a delay in picking up or delivering the consignment if such delay is caused due to acts of God or force majeure events, including but not limited to strikes, riots, political or other disturbances, fire, floods, tsunamis, pandemics, vehicle accidents, or factors beyond the control of the Service Provider.

13. Jurisdiction

This Agreement, the construction and enforcement of its terms, and the interpretation of the rights and duties of the parties hereto shall be governed by the laws of India and shall be subject to the jurisdiction of courts in Mumbai.

14. Lien on Goods

1. Grant of Lien: The Customer hereby agrees that One World Express Limited ("the Service Provider") shall have a lien over the goods, including any goods in transit, in its possession or control ("the Goods"), for any unpaid charges, fees, or expenses owed to the Company for logistics services rendered under this Agreement or any related agreement. The lien shall exist regardless of whether the goods are in the process of being transported or are stored temporarily by the Company.
2. Exercise of Lien: The Company shall be entitled to exercise its lien over the Goods if the Customer fails to pay any amounts due under this Agreement, including but not limited to transportation charges, storage fees, customs duties, taxes, and any other charges accrued during the provision of services.
3. Right to Retain Goods: Until full payment has been made for all sums owed to the Company, the Company shall have the right to retain possession of the Goods. The Goods will not be released to the Customer or any third party until all outstanding charges have been fully paid.
4. Notification of Lien: In the event of a lien being exercised, the Company shall notify the Customer in writing, stating the reason for the lien and the amount due. The Customer shall have [X] days from the date of notification to settle the outstanding amount.
5. Sale of Goods: In the event that the Customer fails to make payment within [X] days of notification, the Company reserves the right to sell the Goods at a public or private sale, at its discretion, to recover the outstanding amounts owed. Any proceeds from the sale shall first be applied to cover the Company's costs and fees associated with the sale, and any surplus shall be paid to the Customer, if applicable.
6. Costs of Enforcement: The Customer shall be responsible for all reasonable costs incurred by the Company in exercising the lien, including legal fees, storage fees, and any other related expenses.
7. Exclusions from Lien: The lien shall not apply to goods that are subject to a separate arrangement or where the lien is prohibited by applicable law.
8. Liability: The Customer acknowledges and agrees that the Company will not be liable for any loss or damage to the Goods resulting from the exercise of the lien, provided that the Company has acted in good faith and in accordance with the terms of this Agreement.
9. Termination of Lien: The lien shall terminate once all outstanding charges have been paid in full, and the Company has released the Goods to the Customer or the Customer's authorized representative.

15. General

1. Severability: In the event any one or more of the provisions of this agreement shall, for any reason, be held to be invalid, illegal, or unenforceable, the remaining provisions of this agreement shall be unaffected, and the invalid, illegal, or unenforceable provision(s) shall be replaced by a mutually acceptable provision(s), which being valid, legal, and enforceable, comes closest to the intention of the parties underlying the invalid, illegal, or unenforceable provision(s).
2. Notice: Any notice provided for in this agreement shall be in writing and shall be sent by postage, prepaid registered post with acknowledgment due or by recognized courier service, or email, to the relevant party at its address set out below:
   • In the case of notices to Service Provider:
   Oneworld Express Limited
   G9, Apollo Industrial Estate,
   Paperbox Road, MIDC Andheri East,
   Mumbai - 400093

Notice to Customer

In case of notice to customer:

• ______________
• ______________

Waiver

It is hereby agreed between the parties that any failure on the part of either party to enforce at any time or for any period of time the terms and conditions contained herein shall not be construed to be a waiver of any of the terms and conditions or of the right thereafter to enforce each and every term and condition of this agreement.

Independent Relationship

This agreement is entered and executed by the parties on a principal-to-principal basis and is a contract for service.

Assignment

No party shall assign this agreement or any of its rights and obligations hereunder without the prior consent of the other party.

Electronic Signatures

The parties recognize the use of simple electronic signatures as legally valid and binding for entering into agreements (including without limitation this agreement, any statement of work or related document), unless applicable law mandates any other form of execution.

In witness whereof, authorized officers of the parties hereto have duly executed this agreement as of the date first above written.

Signatories
For One World Express Limited
Authorized Signatory
Name: ___________________
Designation: ______________
Dated: ___________________
For [Customer Name]

Annexure I

Terms and Conditions:

• a) The customer agrees that all fees, including any applicable taxes, will be deducted from the refundable wallet balance maintained by the customer.
• b) Proper and complete documentation by the customer is compulsory along with accurate details of the shipper/receiver’s name, address, contact numbers, email-id, and forms, waybills, invoices etc., as per the statutory requirements.
• c) The service provider will not be held responsible for delayed updates of scans in the postal network.
• d) The customer acknowledges that there may be delays in scan updates by postal networks globally.
• e) The service provider shall not be liable/responsible in case of any deficiency in the documents/statutory requirements, and no claim or grievance of any nature shall be entertained.
• f) The customer is responsible for selecting CSB4 or CSB5 in the system while creating a label. No claims whatsoever will be entertained for not selecting the correct shipping bill type.
• g) The service provider shall not be liable for any kind of damages to the goods caused due to improper or defective packaging of goods or goods containing glass items.
• h) The customer agrees to submit a written declaration, stating the values and details of any non-document consignment booked.
• i) Shipments sent with wrong service selection will be charged at INR 50, which will be deducted from the wallet.
• j) Any shipment having weight discrepancies shall be held back at the Service Provider’s Hub location for weight correction, and the payment of the remaining freight amount will be deducted from the wallet.
  • 1) It is the responsibility of the customer to perform the KYC of its customers or users and check the contents of the shipment.

Annexure II

Rate card as per the tool provided by the service provider

(Details of rates can be added here as per the tool provided by the service provider.)

Annexure III

List of Banned or Prohibited Items (Indicative)

Dangerous Products:

• Oil-Based Paint and Thinners (Flammable Liquids)
• Industrial Solvents
• Insecticides, Garden Chemicals (Fertilizers, Poisons)
• Lithium Batteries
• Magnetized Materials
• Machinery (Chain Saws, Outboard Engines Containing Fuel or That Have Contained Fuel)
• Fuel For Camp Stoves, Lanterns, Torches, or Heating Elements
• Automobile Batteries
• Infectious Substances
• Any Compound, Liquid or Gas That Has Toxic Characteristics
• Bleach
• Flammable Adhesives
• Arms And Ammunitions
• Dry Ice (Carbon Dioxide, Solid)
• Pressurized Containers
• Narcotic Substances

Restricted Items:

• Precious Stones, Gems, And Jewellery
• Uncrossed (Bearer) Drafts / Cheques, Currency, And Coins
• Poisons
• Firearms, Explosives, And Military Equipment
• Hazardous And Radioactive Materials
• Foodstuff And Liquor
• Any Pornographic Material
• Hazardous Chemical Items