QUIKAF PLATFORM AND LOGISTICS MANAGEMENT SOLUTION
This Merchant Agreement (“Agreement”) is between , a company registered under the Companies Act, 1956 having its registered office at together with any company or other business entity you are representing, if any (hereinafter collectively referred as “Merchant” or “you” or “User”); and Ekasta Tech Pvt Ltd, a company registered under the Companies Act, 1956, having its registered office at B 202 Mansarovar, Suchidham, Gen A K Vaidya Marg, Malad E, Mumbai 4000987, offering ‘Logistics Management Services’, under the name ‘QUIKAF’ (hereinafter referred to as “ETPL” or “we” or “QUIKAF” or “Company”, and together with the User referred jointly as the “Parties” and individually as a “Party”).
This Agreement comes into effect when you register to use the Services (as defined below), or both parties sign and execute this document or click on “I Accept” box, and accept the terms and conditions provided herein.
By signing this document, or registering or clicking on the ‘Continue’ box, you signify your absolute, irrevocable and unconditional consent to all the provisions of this Agreement in its entirety. This Agreement constitutes a legally binding agreement between you and ETPL. This Agreement defines the terms and conditions under which you’re allowed to use the QUIKAF’s website (“Website”) and QUIKAF’s mobile application (“Mobile App”) if available, and how ETPL will treat your account while you are a member. If you have any questions about our terms, feel free to contact us at email@example.com.
You are advised to read this Agreement carefully. You expressly represent and warrant that you will not avail the Services if you do not understand, agree to become a party to, and abide by all of the terms and conditions specified below. Any violation of this Agreement may result in legal liability upon you.
The Website/ Mobile App and the online/ offline services of ETPL or its affiliates, provides access to a platform that facilitates more convenient form of e-commerce logistics where you can use the logistics services according to your requirements within India and in countries designated by ETPL from time to time (“Service(s)”).
This Agreement, among other things, provides the terms and conditions for use of the Services, primarily through a web-based practice management software hosted and managed remotely through the Website/Mobile App.
ETPL reserves the right to modify the terms of this Agreement, at any time, without giving you any prior notice. Your use of the Service following any such modification constitutes your agreement to follow and be bound by the terms of the Agreement, as modified.
Your access to use the Services will be solely at the discretion of ETPL.
This Agreement is a master agreement which governs the relationship between the Parties in relation to one or more Services that are offered by ETPL to the User, which shall inter-alia be subject to the terms and conditions specified in Annexure-A (QUIKAF Service Specifications). ETPL hereby authorizes the User to view and access the content available on the Website/Mobile App solely for ordering, receiving, delivering and communicating as per this Agreement. The contents of the Services, information, text, graphics, images, logos, button icons, software code, design, and the collection, arrangement and assembly of content on the Website and Mobile App (collectively, "ETPL Content"), are the property of ETPL and are protected under copyright, trademark and other laws. User shall not modify the ETPL Content or reproduce, display, publicly perform, distribute, or otherwise use the ETPL Content in any manner, without the consent of ETPL.
User shall not transfer or share (including by way of sublicense, lease, assignment or other transfer, including by operation of law) their log-in or right to use the Service to any third party. The User shall be solely responsible for the way anyone you have authorized to use the Services and for ensuring that all of such users comply with all of the terms and conditions of this Agreement. Any violation of the terms and/or conditions of this Agreement by any such user shall be deemed to be a violation thereof by you, towards which ETPL shall have no liability or responsibility.
Multiple users are not permitted to share the same/single log-in. You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any log-in you use to access the Services.
You agree that any information you give to ETPL will always be true, accurate, correct, complete and up to date, to the best of your knowledge. Any phone number used to register with the Service be registered in your name and you might be asked to provide supporting documents to prove the same.
You agree that you will not use the Services provided by ETPL for any unauthorized and unlawful purpose. You will not impersonate another person to any of the aforesaid.
You agree to use the Services only for purposes that are permitted by: (a) the terms of usage as outlined in this Agreement; and (b) any applicable law, regulation and generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of goods, data or software to and from India or other relevant countries).
You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by ETPL, unless you have been specifically allowed to do so in a separate agreement with ETPL.
You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
You agree that you are solely responsible for (and that ETPL has no responsibility to you or to any third party for) any breach of your obligations under this Agreement and for the consequences (including any loss or damage which ETPL may suffer) of any such breach.
You expressly acknowledge and agree that your use of the Services is at your sole risk and that the Services are provided “as is” and “as available”, and ETPL at its discretion, will provide any customization or modification.
You agree that this Agreement and the Services of ETPL form a part of subject to any modification or be removed by ETPL with change in government regulations, policies and local laws as applicable.
Subject to the provisions of this Agreement, the User will pay ETPL the fees and other amounts set forth in this Agreement, or as otherwise agreed by the Parties.
ETPL may add new services for additional fees and charges or may proactively amend fees and charges for existing services, at any time in its sole discretion. Fees stated prior to the services being provided, as amended at ETPL’s sole discretion from time to time, shall apply.
If you purchase any subscription based paid service, you authorize ETPL to charge you applicable fees at the beginning of every subscription period or at such intervals as applicable to the said service, and you authorize ETPL make such modification to the fee structure as required and also agree to abide by such modified fee structure.
You agree that the billing credentials provided by you for any purchases from ETPL will be accurate and you shall not use billing credentials that are not lawfully owned by you.
The User agrees to pay all subscription fees, service fees and other fees applicable to User’s use of Services or any other services which are beyond the scope of the Services and/or this Agreement, and the User shall not (directly or indirectly) circumvent the fee structure.
The User is solely responsible for payment of all taxes, legal compliances, and statutory registrations and reporting under applicable law. ETPL is in no way responsible for any of the User’s taxes or legal or statutory compliances.
Unless otherwise specified, all fees shall be exclusive of taxes, and Goods and Service tax and other statutory taxes, as applicable, shall be levied on every purchase/Service.
The payment process would be considered to be complete only on receipt of full fees and all other charges (as payable) into ETPL’s designated bank account.
If applicable, ETPL shall raise an invoice for the Services and the freight amount (if payable) twice in a calendar month (preferably in mid of the month and end of the month). The invoice shall be available on the billing / payments section of the User’s dashboard on ETPL platform.
The User shall be required to clear the invoice within 7 (seven) days from the date of the invoice. Terms of payment for the pre-paid accounts have been specified in Clause 4 of Annexure A.
If the User fails to pay the full invoice amount in accordance with the time period mentioned above, ETPL will have the right to: (i) retain the amounts received from the end customer of the User through the cash on delivery method (“COD Amount”), and/or
(ii) retain the custody of the shipments of the User which are in the possession of ETPL logistics partner(s), and/or (iii) levy an interest of 18% per annum from the due date of payment, till such time that the User makes entire payment towards the invoice, and/or
(iv) forfeit the security deposit amount of the User (if any) lying with ETPL. Without being prejudice to the above, the User hereby agrees that it shall become liable to pay the freight charges (both forward and RTO charges) as soon as a shipment is picked up or is RTO initiated by the ETPL courier partner, and that ETPL shall have a right to recover such freight charges from the User (for all the shipments which have been picked- up/shipped/RTO however which have not been invoiced) as per the various modes agreed under this Agreement, including but not limited to retaining the COD Amounts for the shipments of the User.
In the event the User closes its account with ETPL, or this Agreement expires or is terminated, ETPL will deduct the Fees and the freight amounts due to it from the User, from the COD Amount. ETPL shall, thereafter, remit the remaining COD Amount after such deduction, within 10 (ten) days from the date of such closure/expiration/termination, subject to reconciliation and completion of all the shipments and transactions pertaining to the User/his account. In the event, the COD Amount falls short of the outstanding amount payable by the User, the User shall within 15 (fifteen) days from the date of such closure/expiration/termination pay the outstanding amount to ETPL, and until the payment of the entire outstanding amount, ETPL shall retain the custody of the shipments of the User which are in the possession of ETPL logistics partner(s). In the event of any delay in payment of outstanding amount by the User (as required under this clause), ETPL shall have a right to levy an interest of 18% per annum on the outstanding amount from the due date of payment till the date of actual payment and/or to forfeit the security deposit amount of the User (if any) lying with ETPL.
Save as otherwise stated in this Agreement, for any claims by the User regarding non- connectivity of the shipment (i.e. where the User is claiming that the shipment has been picked up but not connected) - the signed copy of the manifest sheet of the pick up against the disputed shipment has to be submitted along with the claim request by the User within 3 (three) days from the pickup date. Without the signed manifest any such request shall not be considered valid.
The User agrees that in case of shipments booked under Cash on Delivery (“COD”), ETPL logistics partner shall collect cash, as per the instructions of ETPL from the consignee as per the details mentioned on the COD order form and remit/reimburse the amount to ETPL which then forthwith would be reimbursed to the User.
ETPL may, from time to time, in its sole discretion, provide/allocate a credit limit to the User for the Services, which can be used by the User within a specified time period. In this regard, the User hereby acknowledges and agrees to pay the service fees and all other amounts (payable by it pursuant to this Agreement), and in the event User fails to timely pay the same, ETPL shall have an unconditional and irrevocable right, in addition to other rights and remedies available under this Agreement elsewhere, applicable law or otherwise, to recover the unpaid fees and amounts from the user inter alia by way of: (a) retaining the COD Amounts; and/or (b) retaining the custody of the shipments of the User which are in the possession of ETPL logistics partner(s); and/or (c) forfeit the security deposit amount of the User (if any) lying with ETPL.
ETPL reserves the right to modify the fee structure by providing a notice, either on your dashboard or through email to the authorized User, which shall be considered as valid and agreed communication. Upon the User not communicating any negative response/objection to ETPL to such notice, ETPL shall apply the modified Fee structure.
In order to process the fee payments, ETPL might require details of User’s bank account, credit card number and other such financial information. Users shall be responsible to maintain the confidentiality of such information provided by Users.
You can cancel your access to the Services using any of the cancellation methods listed in the Annexures or by contacting our customer support by email at firstname.lastname@example.org. The one time set-up fees shall not be refunded to the User.
ETPL shall not be responsible or liable in any manner to the Users for any losses, damage, injuries or expenses incurred by the Users as a result of any action taken by ETPL, where the User has consented for the same.
ETPL does not provide or make any representation, warranty or guaranty, express or implied about the Services. ETPL does not verify any content or information provided by Users and to the fullest extent permitted by law disclaims all liability arising out of the User’s use or reliance upon the Services.
The Services of ETPL may be linked to the services of third parties, affiliates and business partners. ETPL has no control over, and not liable or responsible for content, accuracy, validity, reliability, quality of such services or made available by/through our Services.
Notwithstanding anything contrary provided in this Agreement, in no event, including but not limited to negligence, shall ETPL, or any of its directors, officers, employees, agents or content or service providers (collectively, the “Protected Entities”) be liable for any direct, indirect, special, incidental, consequential, exemplary or punitive damages arising from, or directly or indirectly related to, the use of, or the inability to use, the Services or the content, materials and functions related thereto, User’s provision of information via the Services, lost business or lost sales, even if such Protected Entity has been advised of the possibility of such damages. In no event shall the total aggregate liability of the Protected Entities to a User for all damages, losses, and causes of action (whether in contract or tort, including, but not limited to, negligence or otherwise) arising from the terms and conditions of this Agreement or a User’s use of the Services exceed, in the aggregate INR 5, 000 (Indian Rupees Five Thousand) only.
In no event shall the Protected Entities be liable for failure on the part of the Users to provide agreed Services. In no event shall the Protected Entities be liable for any activity in relation to the Services provided to a User.
The Protected Entities shall not be liable for any act or omission of any other person/ entity furnishing a portion of the Service, or from any act or omission of a third party, including those vendors participating in the Services, or for any unauthorized interception of your communications or other breaches of privacy attributable in part to the acts or omissions of the User or third parties, or for damages associated with the Service, or equipment that it does not furnish, or for damages that result from the operation of the User provided systems, equipment, facilities or services that are interconnected with the Service.
ETPL shall be, in no manner liable to remit the Cash-on-Delivery (COD) that is to be received as payment by the User in case of forcible snatching of the delivery package. Such incidents/cases shall be the sole responsibility of the User and the User is liable to initiate actions to resolve such incidents, if any, on its own, including but not limited to legal processes.
The User undertakes to resolve the disputes raised, if any, by the buyer(s) within a period of 24 hours from the raising of such dispute(s). Failure to do so shall enable/authorise ETPL to hold the COD remittance, till the time such dispute(s) is rectified by the User.
GENERAL REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants to the other Party that:
it has all necessary rights, powers and authority to enter into and perform this Agreement; and
the entrance and performance of this Agreement by it shall not violate any applicable law and shall not breach any agreement, covenant, court order, judgment or decree to which such Party or by which it is bound.
The User undertakes to fully indemnify and hold the third party providing shipping and courier services (“Courier Company or Courier Partner or Delivery Partner”) and Indemnified Party harmless in case of any breach of security procedures, breach of any term or condition of this Agreement, or breach of any applicable law, by the User (and/or its officers, directors and employees) and / or by its customers.
ETPL will notify the User promptly of any such claim, loss, liability, or demand, and in addition to the User foregoing obligations, the User agrees to provide ETPL with all reasonable assistance, at the User’s expense, in defending any such claim, loss, liability, damage, or cost.
Each Party shall at all times and at its/his/her own expense: (a) strictly comply with all applicable laws, now or hereafter in effect, relating to its/his/her performance of this Agreement; (b) pay all fees and other charges required by such applicable law; and (c) maintain in full force and effect all licenses, permits, authorizations, registrations and qualification from any authority to the extent necessary to perform its obligations hereunder.
Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement. The Party that receives Confidential Information shall be known as “Receiving Party”. The Party that discloses Confidential Information shall be known as “Disclosing Party”.
The Receiving Party acknowledges that the Confidential Information is received on a confidential basis, and that the Disclosing Party shall remain the exclusive owner of its Confidential Information and of Intellectual Property rights contained therein. No license or conveyance of any such rights to the Receiving Party is granted or implied under this Agreement.
The Receiving Party shall:
use the Confidential Information of the Disclosing Party only for purposes of complying with its obligations under this Agreement and, without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any competitor of the Disclosing Party) except as expressly permitted hereunder or unless and until expressly authorized in writing to do so by the Disclosing Party;
use reasonable efforts to treat, and to cause all its officers, agents, servants, employees, professional advisors and contractors and prospective contractors to treat, as strictly confidential all Confidential Information. In no event shall such efforts be less than the degree of care and discretion as the Receiving Party exercises in protecting its own valuable confidential information. Any contractors engaged by or prospective contractors to be engaged by the Receiving Party in connection with the performance of the Services shall be required to assume obligations of secrecy equal to or greater than the obligations that the Receiving Party has assumed in this Agreement with respect to the Confidential Information;
not, without the prior written consent of the Disclosing Party, disclose or otherwise make available the Disclosing Party’s Confidential Information or any part thereof to any party other than those of its directors, officers, agents, servants, employees, professional advisors, contractors or prospective contractors who need to know the Confidential Information for the purposes set forth herein;
not copy or reproduce in any manner whatsoever the Confidential Information of the Disclosing Party or any part thereof without the prior written consent of the Disclosing Party, except where required for its own internal use in accordance with this Agreement; and
promptly, upon termination or expiration of this Agreement, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information or, or at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information (this sub- clause being applicable only on the User).
Provided, however that nothing herein shall restrict in any manner the ability of either Party to use or disclose Confidential Information owned by it in any manner whatsoever, and the obligations of confidentiality herein shall apply to each Party only to the extent that the Confidential Information or portion thereof is not owned by that particular Party.
The User acknowledges that the Intellectual Property rights in all the materials that have been developed by ETPL and provided to the User, shall vest with ETPL.
The User hereby agrees and acknowledges that the Intellectual Property rights in all the material created and developed by the User, including any material created and developed by the User for the performance of Services under the terms of this Agreement, shall vest with ETPL.
All the Intellectual Property already developed and/or owned by each Party shall continue to vest with the concerned Party.
The Parties recognize that all third-party Intellectual Property rights are the exclusive property of their respective owners.
The User agrees and undertakes that, during the term of this Agreement, and for a period of 36 (thirty-six) months thereafter, it shall not directly or indirectly attempt in any manner to solicit, any client/customer, or to persuade any person, firm or entity which is a client/customer/supplier/vendor/partner of ETPL, to cease doing business or to reduce the amount of business which any such client/customer/supplier/vendor/partner has customarily done or might propose doing with ETPL.
This Agreement shall come into force on and from the date from which the User started procuring Services in any form or capacity, and shall remain in existence while the User 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.
The User can request for termination of the Agreement at any time with a 30 (thirty) day prior written notice subject to the provisions in the annexure for the Services undertaken. During this notice period, ETPL will investigate and ascertain the fulfilment of any ongoing Services and pending dues related to fees or any other amount payable by the User. The User shall be obligated to clear any dues with ETPL for any of its Services which the User has availed in accordance with this Agreement. ETPL shall not be liable to the User or any third party for any termination of User’s access to the Services.
ETPL reserves the right to immediately terminate this Agreement in cases where:
the User breaches any terms and conditions of this Agreement;
ETPL deems fit for its own convenience, without providing any reason.
Once temporarily suspended, indefinitely suspended or terminated, the User shall not continue to use the Services under the same account, a different account or re-register under a new account, unless explicitly permitted by ETPL.
This Agreement shall be governed by the laws of India and subject to the Clause below, the courts of Mumbai shall have exclusive jurisdiction to determine any disputes arising out of, under, or in relation, to the provisions of this Agreement.
Any dispute arising under this Agreement shall be settled by arbitration to be held in Mumbai in accordance with the (Indian) Arbitration and Conciliation Act, 1996, in the English language, and shall be heard and determined by a sole arbitrator appointed by ETPL. The decision of the sole arbitrator shall be final, conclusive and binding on the Parties. Notwithstanding the foregoing, nothing contained herein shall be deemed to prevent either Party from seeking and obtaining injunctive and/or equitable relief from any court of competent jurisdiction.
The invalidity or unenforceability of any provision in this Agreement shall in no way affect the validity or enforceability of any other provision herein. In the event of the invalidity or unenforceability of any provision of this Agreement, the Parties will immediately negotiate in good faith to replace such a provision with another, which is not prohibited or unenforceable and has, as far as possible, the same legal and commercial effect as that which it replaces.
Neither Party shall be liable for any failure or delay in performance of any obligation, under this Agreement to the extent that such failure or delay is due to a Force Majeure Event. The Party having any such cause shall promptly notify the other Party in writing of the nature of such cause and the expected delay.
If, however, it is not feasible for a Party to prevent the occurrence of the Force Majeure Event as a result of which that Party is prevented from performing its obligation for more than 30 (thirty) days due to such Force Majeure Event (“Aggrieved Party”), the other Party may decide to release the Aggrieved Party from performing its obligation hereunder or may modify the relevant provisions of this Agreement affected by the Force Majeure Event so long as the Force Majeure Event continues, in order to enable the Aggrieved Party to perform its other obligations hereunder as so modified. However, in the event, Force Majeure Event continues for a period of more than 60 (sixty) days, the Aggrieved Party may terminate this Agreement with a written notice to the other Party.
This Agreement and the rights and obligations herein shall not be assigned by the User, without the written consent of ETPL.
The provisions which are by their nature, intended to survive the termination of this Agreement, shall survive the termination of this Agreement.
Nothing in this Agreement (or any of the arrangements contemplated herein) shall be deemed to constitute a partnership between the Parties hereto, nor, except as may be expressly provided herein, constitute any Party as the agent of another Party for any purpose, or entitle any Party to commit or bind another Party in any manner.
No failure or delay by the Parties in exercising any right or remedy provided by law under or pursuant to this Agreement shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy. The rights and remedies of the Parties under or pursuant to this Agreement are cumulative, may be exercised as often as such Party considers appropriate and are in addition to its rights and remedies under the general laws of India.
The Parties shall be entitled to seek and enforce specific performance of this Agreement, in addition to any other legal rights and remedies, without the necessity of demonstrating the inadequacy of monetary damages.
Save as expressly provided otherwise in this Agreement, neither Party shall be liable under or in connection with this Agreement for any loss of income, loss of profits or loss of contracts, or for any indirect or consequential loss or damage of any kind, in each case howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.
If any User has any question, issue, complaint regarding any of our Services, please contact our customer service at email@example.com.
If a User has any questions concerning ETPL, the Services, this Agreement, or anything related to any of the foregoing, it can be reached at the following email address – firstname.lastname@example.org or via the contact information available from the following website www.quikaf.com
The User hereby agrees and provides his consent to receive communications, correspondences, updates, notifications, etc. from ETPL through email, SMS, Whats-app and any other mode as agreed by the Parties from time to time. The Parties agree that the said communications, correspondences, updates, notifications, etc. will be legally binding on them.
Notwithstanding anything provided contrary in this Agreement, the User hereby agrees, provides his consent and further authorizes ETPL to share his relevant details and documents (including but not limited to business/registered name(s), phone number(s), address(es), email-id(s), bank account details, KYC documents, etc.) with the concerned judicial authority, court, police, complainant, etc. (as the case may be) in the event of a complaint been filed against the User or dispute been raised in relation to the shipment(s) made by the User.
Definitions: In this Agreement, including in the recitals hereof, the following words, expressions and abbreviations shall have the following meanings, unless the context otherwise requires:
“Confidential Information” means, with respect to each Party, any information or trade secrets, schedules, business plans including, without limitation, commercial information, financial projections, client information, administrative and/or organizational matters of a confidential/secret nature in whatever form which is acquired by, or disclosed to, the other Party pursuant to this Agreement, and includes any tangible or intangible non- public information that is marked or otherwise designated as ‘confidential’, ‘proprietary’, ‘restricted’, or with a similar designation by the disclosing Party at the time of its disclosure to the other Party, or is otherwise reasonably understood to be confidential by the circumstances surrounding its disclosure, but excludes information which: (i) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed pursuant to applicable law or regulation, and (ii) which at the time it is so acquired or disclosed, is already in the public domain or becomes so other than by reason of any breach or non-performance by the other Party of any of the provisions of this Agreement;
“Force Majeure Event” includes act of God, war, civil disturbance, strike, lockout, act of terrorism, flood, fire, explosion, epidemic/pandemic or legislation or restriction by any government or other authority, pandemic, government initiated lockdowns or traffic restrictions or any other similar circumstance beyond the control of any Party, which has the effect of wholly or partially suspending the obligations hereunder of the Party concerned; and
“Intellectual Property” means any patent, copyright, trademark, trade name, service mark, service name, brand mark, brand name, logo, corporate name, domain name, industrial design, any registrations and pending applications thereof, any other intellectual property right (including without limitation any know-how, trade secret, trade right, formula, computer program, software, database and data right) and any goodwill associated with the business.
Interpretation: Unless the context of this Agreement otherwise requires:
heading and bold typeface are only for convenience and shall be ignored for the purpose of interpretation;
other terms may be defined elsewhere in the text of this Agreement and, unless otherwise indicated, shall have such meaning throughout this Agreement;
references to this Agreement shall be deemed to include any amendments or modifications to this Agreement, as the case may be;
the terms “hereof", “herein”, “hereby”, “hereto” and derivative or similar words refer to this entire Agreement or specified Clauses of this Agreement, as the case may be;
references to a particular section, clause, paragraph, sub-paragraph or schedule, exhibit or annexure shall be a reference to that section, clause, paragraph, sub- paragraph or schedule, exhibit or annexure in or to this Agreement;
reference to any legislation or law or to any provision thereof shall include references to any such law as it may, after the date hereof, from time to time, be amended, supplemented or re-enacted, and any reference to statutory provision shall include any subordinate legislation made from time to time under that provision;
a provision of this Agreement must not be interpreted against any Party solely on the ground that the Party was responsible for the preparation of this Agreement or that provision, and the doctrine of contra proferentem does not apply vis-à-vis this Agreement;
references in the singular shall include references in the plural and vice versa; and
references to the word “include” shall be construed without limitation.
QUIKAF Service Specifications
ETPL is the author and owner of its logistics software, hereinafter to be referred as “QUIKAF”, providing its Users an automated shipping panel services integrated with the courier partners/ delivery partners.
The User agrees that the shipments shall be picked up by ETPL’s logistics partner from Locations identified by QUIKAF from time to time and where the User has stored / warehouses their products. These locations would be communicated and agreed with the User from time to time and at the time of sign up.
The tracking number and logistics partner or delivery partner would be assigned by an automated process based on the pickup and delivery pin code and type of shipment.
The User will be solely responsible to comply with all statutory requirements (State and Central Laws/Statutes) applicable in relation to booking and sale of the shipments carried and delivered by the logistics partners of ETPL in pursuance of this Agreement.
It is expressly understood by the Parties that ETPL is a mere service provider to the User and not in any other capacity whatsoever it may be called. It is further agreed to by the Parties that ETPL is not performing any activity or job or providing service on behalf of the User which is tantamount to seller or retailer and or stockiest/distributor. The complete activity performed by ETPL under this Agreement is based on specific instructions given by the User as part of the scope defined and from time to time.
ETPL reserves the right to provide web based (online) tracking solutions for all shipments through its logistics partners or delivery partners.
You agree that ETPL’s logistics partner, at the time of receiving the shipments, will use ‘Waybill’ provided to them by ETPL through its logistics management software QUIKAF. It is agreed between the Parties hereto that at all times for ETPL and its logistics partner, the ‘Consignor/ Shipper’ in the ‘Waybill’ shall be the User who is shipping the goods. It is clearly understood that ETPL’s liability, if any, and to the extent agreed herein, shall extend only to User. The User shall be fully liable to its customers and neither ETPL nor any of their logistics partner, shall have any direct or indirect connection/ relationship or responsibility/obligation to User’s customers, in any manner whatsoever.
User must ensure security of all shipments which have been picked up from its customers by ETPL’s logistics partners as per ETPL’s security procedures. User confirms that the User is fully aware of the items prohibited on ETPL or ETPL’s logistics partner network for carriage and undertakes that no such prohibited items of shipment shall be handed over to ETPL’s logistics partners for carriage by its customers.
User hereby agrees that it shall:
not (directly or indirectly) use ETPL Services/QUIKAF platform while being in the capacity of a reseller, OTC (over the counter) or franchise of any courier/logistics company, including that of Blue Dart;
In the event ETPL believes that you have breached any of the above provision, then ETPL would inter-alia have the right to deactivate the QUIKAF account, retain the custody of your shipments.
You agree that the User shall be responsible, if required, for proper; tamper proof and damage proof packing of the products
You agree that you shall provide, if required, good quality tapes, duly engraved with your trademark/name along with specific packing material that you may require for your products.
User shall strictly only use the automated system for generating the orders/dispatches and move the shipment only on the Waybill number generated from the QUIKAF administration panel provided during signup by the User for shipping services. If the User moves the shipment through the physical shipping docket or physical waybill number – then damages of INR. 1000/- (Indian Rupees One Thousand) only shall be charged per airway bill number issued.
In addition, User shall not book/ship two or more shipments against a single AWB number or send multi packet shipments, and any breach of this condition by the User (whether intentional breach or not) shall give right to ETPL to claim the concerned expenses (including the freight amount of all the shipments) and liquidated damages of upto Rs. 10,000/- per incident/shipment (and applicable GST amount) from the User.
User to agree that when a shipment comes back as RTO (return to origin) by an independent courier used by the User, due to failure of COD, failed delivery, failure to pay any international charges such as customs, or any such similar levy/duty, or any other reason whatsoever, it is the User’s/User’s responsibility to change the status of the order to RTO / cancelled. User agrees to make payment as applicable.
User hereby agrees that it will not book / handover any good/shipment which is banned, restricted, illegal, prohibited, stolen or infringing of any third party rights, or which contains any cash, jewellery (excluding artificial jewellery), gold, silver, diamond, platinum, precious metals, precious stones, currency, bullion, letters and financial and security instruments, or any reactive, hazardous or dangerous items/goods which are in breach of any applicable law or of any packaging/transportation guidelines of the concerned courier partner; in which cases ETPL shall not be liable for the delivery of any such products. Without prejudice to the generality of the aforesaid, an indicative list of the dangerous and restrictive goods is given at Annexure-B.
In the event User hands over or provides the aforesaid goods/shipments to QUIKAF/its courier partner, then QUIKAF/its courier partner shall not be responsible and liable for any loss, damage, theft or misappropriation of such products even if service provider or delivery personnel has the knowledge of the same and even if such loss, damage, theft or misappropriation is caused due to any reason attributable to service provider or delivery personnel. The User undertakes that in the event any article/good/shipment booked/handed over by it falls within the category of the banned/illegal items or those described above (including reactive, hazardous and dangerous goods which are in breach of any applicable law or of any packaging/transportation guidelines of the concerned courier partner), then the User agrees to indemnify ETPL and its courier partner for any and all issues, losses and damages arising pursuant thereto. In addition, ETPL would inter- alia have the right to retain the custody of such shipments (including opening and inspecting of shipments) and to levy damages/charges (along with the applicable GST amount and freight charges) of Rs. 1,00,000/- (Rupees One Lac only) per incident/shipment or of such other amount as decided by ETPL in its sole discretion.
In addition, you shall not handover counterfeit or fraud products/shipments to ETPL/its courier partner, failure of which will attract the consequences mentioned in Annexure-
B. Further, the consequences of shipping non-essential items in Government prohibited areas and disputed shipments/cases have been specified in Annexure-B.
Shipments which cross national borders/ international shipments may be subject to customs clearance, in the destination country prior to delivery to the User. The User/customer is responsible for making sure goods shipped are acceptable for entry into the destination country. All charges for shipment to and return from countries where entry is not permitted shall be the User’s responsibility. User also understands that POD may be not be available for all the cross national borders/ international shipments as the same may be routed by the courier partner through local post (for e.g. shipments to U.S.A by Aramex are delivered through local post (USPS), for which POD is not available). Hence, ETPL shall not be held liable for any dispute in relation to the aspects mentioned in this Clause.
User understands, agrees and acknowledges that ETPL through its logistics partners is a mere bailee of the goods/products, cash and is not an insurer of the same. User hereby expressly and specifically waives all its rights and claims against ETPL and its logistics partners arising out of or in relation to the principles of insurance.
In case of damaged/pilferaged/tempered/pressed/leaked shipment, receiver shall mention negative remarks on POD copy to get claim for the shipment. In the absence of any negative remarks on POD copy clearly stating such damage/pilferage/tampering/pressing/leakage, no claim shall be entertained by ETPL at any point of time.
ETPL shall not entertain any dispute(s) regarding damage/pilferage/tampering/leakage/non-receipt of delivery/fake delivery shall be entertained by ETPL, after a period of 48 hours from the receipt/delivery of the said article/goods/shipment. Further, ETPL shall not entertain any request for providing the POD of a shipment, after a period of 72 hours from the delivery/RTO of the shipment.
The User shall ensure that the correct and complete description of the destination/address as well as all the relevant information/details and documents (including but not limited to the e-way bill number and valid GST invoice) are mentioned/provided by the User while booking/handing over a shipment. In case any incomplete/incorrect information or documents are provided by the User, the shipment may be returned from origin and the shipping charges (both forward and RTO charges) shall be levied, in addition to any damages/taxes imposed by the statutory authorities, if any, in the transit of such shipment. Such charges shall be irreversible and no claim for the return of such charges shall be entertained by ETPL. Further, in case of breach of this clause, ETPL would inter- alia have the right to levy damages/charges (along with the applicable GST amount) on the User of such other amount as decided by ETPL in its sole discretion.
The User hereby agrees that the applicable shipping rate will be charged as per the current prevailing rate as agreed from time to time between the Parties
ETPL reserves the right to apply other applicable charges over and above the shipping base rates and QUIKAF service charge like COD charges and other fees as agreed from time to time between the Parties
ETPL has the right to make any changes in the rates from time to time in writing
Goods and Service tax and other taxes are applicable as per taxation law.
In case the declared weight differs and is less than the actual weight, then shipping charges will be revised to actual weight. You will be notified regarding such discrepancy in the weight (on the dashboard) and will be given 7 (seven) working days’ notice to either accept or reject the updated weight. In the event, you accept the updated weight the same will get billed and if you reject the updated weight the same will not get billed until the matter is rectified/resolved. Further, in case you do not accept or reject the updated weight, the same will be auto accepted in 7 (seven) working days’ time period. ‘Working Days’ in this clause shall mean days on which ETPL is open for business, other than Saturday, Sunday and days declared by ETPL as holidays.
In the event ETPL believes that you are shipping (or have shipped) goods/shipments wherein the declared weight differs and is less than the actual weight, then ETPL would inter-alia have the right to retain the custody of such shipments and to levy damages/charges per shipment or of such other amount as decided by ETPL in its sole discretion.
Remittance of COD amount would be made once a week
Please note: the remittance of the COD amount will be made within 8 days from the delivery date of the concerned shipment. However, the said COD amount will not be paid or will have to refunded by the User (if already paid) for the shipments which were originally booked on COD, however which were subsequently modified.
Any queries in relation to COD remittance should be raised as a ticket on email@example.com.
For any claims by the User the signed copy of the manifest sheet of the pick up against which the courier company has received the shipment has to be submitted along with the claim request. Without the signed manifest the request shall not be considered valid.
Said To Contain Basis & Inspection: It is expressly understood by and between the Parties that all products agreed to be delivered by ETPL or its logistics partners are on “SAID TO CONTAIN BASIS” i.e. ETPL or its logistics partners shall be under no obligation and is not expected to verify the description and contents of the products declared by the User on the docket and as such, the User shall undertake and ensure to make proper, true, fair, correct and factual declaration on the docket regarding description and value of products. Further, ETPL is not responsible in any way whatsoever for the merchantability of the products.
User shall agree to deposit an amount in their respective account to use our Services as per the prepaid model. This Clause 4 shall be applicable only in case of pre-paid accounts.
User agrees to recharge their account by clicking on “Buy Shipping Credit” and choose the amount according to your business needs and you can use this amount to ship through air and surface both.
ETPL reserves the right to activate your account, once the shipping credit has been made by the User.
User shall agree that with the shipment weight, it will automatically get deducted from your credit amount. As per the norms of ETPL logistics, you will be charged a minimum of 0.5 kgs (or in multiples) for your shipping. Please note that the weight charges applied by the courier companies may differ but however such charges shall be adjusted in/from your QUIKAF wallet limit on your QUIKAF account after pick up of the shipment.
ETPL shall issue an invoice which will get auto adjusted (if applicable) against the credit in your account as the following conditions:
If the invoice amount is more than the credit in your account
User shall agree that in case where the invoice amount is more than the credit in your account, the freight invoice will be marked as unpaid and it will constantly get reflected in you panel and invoice history. If you fail to pay the invoice amount, then the shipping will be suspended. To continue using QUIKAF Services, you need to recharge your account for the unpaid invoice as well the new shipping limit.
If the invoice amount is less than the credit in your account.
User shall agree that in case where the invoice amount raised is less than the credit in your account, the freight invoice amount will be automatically adjusted from your credit (if not already adjusted) and shall be marked as paid. The User shall then continue using QUIKAF Services from the remaining credit amount. If as on the date of issuance of the invoice, freight invoice amount has already been the adjusted from the credit in your account, the invoice shall be generated with marked as paid.
User shall agree that it will be your responsibility to verify the invoices and inform the QUIKAF within 5 (five) working days in case of any disputes regarding the contents of the invoice.
For any claims by the User like wrong freight being applied, Cash on Delivery missing, pilferage, in transit damage - the signed copy of the manifest sheet of the pick up against which the courier company has received the shipment has to be submitted along with the claim request. Without the signed manifest the request shall not be considered valid.
If due to any reason (including but not limited to the reason of weight discrepancy), the balance amount of the User in the QUIKAF wallet becomes negative, then ETPL shall inter-alia have the right to hold/retain the COD Amounts for the shipments of the User.
The credit balance in the QUIKAF wallet shall be available for booking shipments only for a period of 3 years from the last shipment date. In case, the User does not book any shipment for a continuous period of 3 years, then ETPL shall have an unconditional right to forfeit such credit balance in the QUIKAF wallet after the expiry of 3 years from the last shipment date.
The User can request ETPL to refund the credit balance of the wallet. Any such refund request shall be subject to refund being made to the original source/mode of payment, standard time taken to process such refund and mandatorily providing of necessary KYC documents by the User to process the refund. Further, ETPL reserves a right to: (i) deny any request to refund the credit balance to a source being different from the original source/mode of payment; (ii) levy a surcharge (as per its sole discretion) to refund the credit balance to a source being different from the original source/mode of payment; and/or (iii) levy appropriate damages/charges (as per its sole discretion) in case ETPL is of the opinion that the wallet is being/has been used by the User for any unscrupulous/illegal activities or for purposes other than for payment to ETPL.
4A.1 This Clause shall be applicable only in case of secured postpaid accounts with rolling credit, and not for normal prepaid accounts.
4A.2 User agrees to recharge their account from time to time with methods prescribed by ETPL from time to time
4A.3 ETPL reserves the right to activate your account, once the shipping credit has been made by the User or otherwise. Thereafter, ETPL reserves the right to grant a rolling credit limit to the User on the basis of shipment shipped by User. If required, the User may increase its credit limit (over and above the limit granted by ETPL) by recharging its account/wallet.
4A.4 ETPL reserves the right to adjust the used credit limit amount from the upcoming remittance of the User.
4A.5 User shall agree that with the shipment weight, it will automatically get deducted from your credit weight. As per the norms of ETPL logistics, you will be charged a minimum of 0.5 kgs (or in multiples) for your air shipping. Please note that the weight charges applied by the courier companies may differ but however such charges shall be adjusted in/from your QUIKAF wallet limit on your QUIKAF account after pick up of the shipment.
4A.6 ETPL shall issue an invoice which will get auto adjusted (if applicable) against the credit in your account as the following conditions:
If the invoice amount is more than the credit in your account
User shall agree that in case where the invoice amount is more than the credit in your account, the freight invoice will be marked as unpaid and it will constantly get reflected in your panel and invoice history. If you fail to pay the invoice amount, then the shipping will be suspended. To continue using QUIKAF Services, you need to recharge your account for the unpaid invoice as well the new shipping limit.
If the invoice amount is less than the credit in your account.
User shall agree that in case where the invoice amount raised is less than the credit in your account, the freight invoice amount will be automatically adjusted from your credit (if not already adjusted) and shall be marked as paid. The User shall then continue using QUIKAF Services from the remaining credit amount. If as on the date of issuance of the invoice, freight invoice amount has already been adjusted from the credit in your account, the invoice shall be generated with marked as paid.
4A.7 User shall agree that it will be your responsibility to verify the invoices and inform the QUIKAF within 5 (five) working days in case of any disputes regarding the contents of the invoice.
4A.8 For any claims by the User like wrong freight being applied, Cash on Delivery missing, pilferage, in transit damage - the signed copy of the manifest sheet of the pick up against which the courier company has received the shipment has to be submitted along with the claim request. Without the signed manifest the request shall not be considered valid.
4A.9 If due to any reason (including but not limited to the reason of weight discrepancy), the balance amount of the User in the QUIKAF wallet becomes negative, then ETPL shall inter-alia have the right to hold/retain the COD Amounts for the shipments of the User.
4A.10 The credit balance in the QUIKAF wallet shall be available for booking shipments only for a period of 3 years from the last shipment date. In case, the User does not book any shipment for a continuous period of 3 years, then ETPL shall have an unconditional right to forfeit such credit balance in the QUIKAF wallet after the expiry of 3 years from the last shipment date.
ETPL reserves the right to return to the User, the products which are not accepted by the customer for any reason whatsoever, at the location(s) as specified by the User.
ETPL reserves the right to apply the RTO (return to origin) charges same as the agreed shipping rates.
User shall agree that the returns will be initiated by the logistics partners for all products which are not accepted by the customer for any reason whatsoever. You will ensure that such products are accepted at the location(s) specified by you and share the Airway bill number against which the shipment returned to the User.
In case of non-acceptance of the RTO shipment by the User or in case the User is not reachable for RTO shipment, ETPL reserves the right to levy suitable demurrage/incidental charges for extended storage of such products for any period exceeding 7 (seven) business days from initiation of the returns and up to 45 (forty five) days from such date. In case of non-acceptance of the products beyond 45 (forty five) days, ETPL has the right to dispose such products and the User will forfeit all claims in this regard towards the QUIKAF also User will be required to pay charges for disposing the product, along with all other charges (including demurrage/incidental charges). Further in such a case, ETPL shall inter-alia have the right to: (a) retain the COD Amounts of the defaulting User; and/or (b) retain the custody of the shipments of the defaulting User which are in the possession of ETPL logistics partner(s); and/or (c) forfeit the security deposit amount of the defaulting User (if any) lying with ETPL.
“Reverse Pickup” means collection of the products by ETPL from the customer’s address as specified by the User and the delivery of such products at a location mutually agreed between the Parties.
User shall agree that in case of a reverse pick up of orders, it shall be your responsibility, in case a reverse pick up is requested by the User the same shall be charged as per the courier partner charges only, additional to the reverse freight charges which are equal to the delivery freight charges as mentioned in the proposal.
ETPL and ETPL’s logistics partners shall not be responsible for verifying the contents of the products handed over by the customer to it delivery personnel. The packaging of such products shall also be the sole responsibility of the customer. The packaging will be good enough to ensure no damage in transit on a best efforts basis. The sole responsibility of the contents of the packed consignment shall lie with the end customer. ETPL and ETPL’s logistics partners shall be, in no way, responsible for any shortage or damage of such consignments unless the same is caused solely due to the gross negligence of ETPL.
Notwithstanding anything contrary contained in this Agreement, the User is required to insure the products for Forward Delivery and Transit failing which the User forfeits and waves its rights for any claim for loss/ damage or theft.
In relation to the above, it is clarified that:
in case of a claim under this Agreement by the User (due to any reason including damage, lost, theft, etc.), ETPL shall only be liable to pay INR 3000 or the product value of the shipment, whichever is less, except in cases where ETPL has received a request from the User (within 7 days of the lost/damage declared date) for procuring certificate of facts (COF) from the concerned courier company. In such a case, ETPL shall only be required to arrange the COF from the concerned courier company, and will not be liable to pay any compensation to the User;
in relation to claims for damage shipments, it is hereby clarified that the amount of compensation shall depend upon the quantum/percentage of damage as against the full product value of the shipment; and
the claim amount already credited to the User on account of incorrect status or shipment shall be refunded by the User (by way of deduction from User’s wallet, future COD amounts or otherwise) in case the concerned shipment has been traced and delivered/RTO delivered to the User.
The User agrees that all claims relating to: (i) damage to the shipment must be notified to ETPL in writing within forty-eight (48) hours of the delivery of shipment; and (ii) loss/theft of the shipment must be notified to ETPL in writing within thirty (30) days of the shipment delivery date.
It is hereby informed and agreed that ETPL and/or its courier partner(s) shall not be responsible for any damage to the shipments which include liquid or fragile items/products (including but not limited to liquid cosmetic, beauty products, temperature sensitive items and glass items).
QUIKAF services stay active till 10 (ten) days from the date of the last unpaid invoice, the User shall be charged for the period for which the invoice has been raised. The User must request termination before the next billing cycle starts and/or the next invoice, is generated, or the cancelation request does not count. There is no pro-rated refund of remaining service period in the current billing cycle.
The customer can request for termination by simply writing an email to firstname.lastname@example.org with the following information and request of termination:
name of the User;
name of the store & Company ID; and
reason for termination.
Oil-based paint and thinners (flammable liquids)
Insecticides, garden chemicals (fertilizers, poisons)
Machinery (chain saws, outboard engines containing fuel or that have contained fuel)
Fuel for camp stoves, lanterns, torches or heating elements
Any compound, liquid or gas that has toxic characteristics
Arms and ammunitions (including air guns)
Dry ice (Carbon Dioxide, Solid)
Any Aerosols, liquids and/or powders or any other flammable substances classified as Dangerous Goods for transport by Air
Precious stones, gems and jewellery
Uncrossed (bearer) drafts / cheque, currency and coins
Firearms, explosives and military equipment.
Hazardous and radioactive material
Any pornographic material
Hazardous chemical items
It is the policy of ETPL to conduct all business activities in compliance with the rules and regulations applicable to the industry and laws of India, with the highest ethical standards. In this regard, ETPL has a zero tolerance policy with respect to counterfeit or fraud products/shipments (including products/shipments which are misrepresented in their origin or quality, or which are fake, cloned, duplicate or likewise products/shipments).
Accordingly, in the event ETPL believes that you or any of your customer are shipping/selling (or have shipped) counterfeit or fraud product/shipment (including any counterfeit electronic product, not limited to mobile phones, smart watches and likewise products), ETPL would inter-alia have the right:
to seize such product/shipment,
to report the incident to the appropriate government authority/police station,
to blacklist you/your customer from trading/doing business with ETPL,
to levy liquidated damages of upto Rs. 10,000 per counterfeit/fraud shipment (amount and counterfeit/fraud shipment to be decided by ETPL at its sole discretion) and applicable GST amount on said damages, on account of estimated legal expenses which will be spent by ETPL or actual expenses in case the actual amount exceeds the above threshold of Rs.10,000/-,
to levy liquidated damages of upto Rs. 1,00,000 (and applicable GST amount on said damages) on you/your customer (amount to be decided by ETPL at its sole discretion) on account of causing reputational and goodwill loss to ETPL,
to levy/charge a “security deposit” of an appropriate amount (amount to be decided by ETPL at its sole discretion) from you so as to cover any future losses which ETPL may incur on account of counterfeit/fraud shipment made by you,
to block/retain the entire COD amount of yours/your customer lying with ETPL/its courier partner,
to seize all the products of yours/your customer lying with ETPL/its courier partner and also to dispose such products (without any intimation to you) after a period of 90 days from the date of seizure; and/or
to forfeit the entire security deposit amount lying with ETPL.
ETPL, in its sole discretion, shall have the right to levy damages/charges (along with the applicable GST amount) on you in relation to shipments/cases which have been disputed by the courier companies, your customers or by any third party (including any governmental authority/department). The amount of said damages/charges shall be decided by ETPL in its sole discretion and may vary from case to case.
In the event ETPL believes that you are shipping (or have shipped) non-essential items/products in the restricted/prohibited area (such as red and containment zone/area, as declared by the Central or the relevant State Governments of India), then ETPL would inter-alia have the right to levy penalty or liquidated damages on you of Rs. 10,000 per shipment (along with applicable GST amount) on account of estimated legal expenses which will be spent by ETPL and for causing of reputational and goodwill loss to ETPL, or the actual damages/losses/expenses in case the actual amount exceeds the above minimum threshold of Rs.10,000/-, as may be determined at the sole discretion of ETPL.