Borzo – Client (5-1-17)
Technology service agreement
This Technology Services Agreement (“Agreement”) constitutes a legal agreement between you, an individual (“you”) (user of the Borzo services) and Borzo INDIA
Borzo India Pvt Ltd, a corporation organized and existing under the laws of India, with its head office located at:
L-11 Lower Ground Floor, Malviya Nagar, New Delhi- 110017 provides lead generation to independent providers of Courier Services using the Borzo Services. The Borzo Services enable an authorized Courier provider to seek, receive and fulfill requests for Courier Services from an authorized user of Borzo’s mobile applications and websites. You desire to enter into this Agreement for the purpose of accessing and using the Borzo Services.
You acknowledge and agree that Company is a technology services provider that does not provide Courier Services.
In order to use the Borzo Services, you must agree to the terms and conditions that are set forth below. Upon your execution (electronic or otherwise) of this Agreement, you and Borzo shall be bound by the terms and conditions set forth herein.
IMPORTANT: PLEASE NOTE THAT TO USE THE Borzo SERVICES, YOU MUST AGREE TO THE TERMS AND CONDITIONS SET FORTH BELOW. PLEASE REVIEW THE ARBITRATION PROVISION SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH THE BORZO ON AN INDIVIDUAL BASIS, THROUGH FINAL AND BINDING ARBITRATION UNLESS YOU CHOOSE TO OPT OUT OF THE ARBITRATION PROVISION. BY VIRTUE OF YOUR ELECTRONIC EXECUTION OF THIS AGREEMENT, YOU WILL BE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT (INCLUDING THE ARBITRATION PROVISION) AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT BUSINESS DECISION. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN THE ARBITRATION PROVISION BELOW.
1.1 “Borzo Data” means all data related to the access and use of the Borzo Services hereunder, including all data related to Clients (including User Information), all data related to the provision of Courier Services via the BORZO Services and the App, and the Courier ID.
1.2 ‘Borzo Device” means a mobile device owned or controlled by Courier for the use of Courier App to provide Courier Services.
1.3 “Device” means Your Device, through which you will access Borzo.
1.4 “Courier App” means the mobile application provided by Borzo that enables Courier Service providers to access the Borzo Services for the purpose of seeking, receiving and fulfilling on-demand requests for Courier Services by Client, as may be updated or modified from time to time.
1.5 “Courier ID” means the identification and password key assigned by Borzo to you that enables you to use and access the Courier App.
1.6 “Payment” has the meaning set forth in Section 3.1.
1.7 “Service Fee” has the meaning set forth in Section 3.5.
1.8 “Territory” means India in which you are enabled by the Borzo to request for delivery of goods
1.9 “Courier Services” means provision of P2P Courier delivery services to you via the Borzo Services in the Territory.
1.10 “Borzo Services” mean Borzo’s on-demand lead generation and related services that enable you to seek, and receive on-demand requests for Courier Services from Courier ; such Borzo Services include access to the your Borzo App and Borzo’s software, websites, payment services, and related support services systems, as may be updated or modified from time to time.
1.11 “Client”” means an end user that is YOU, authorized by Borzo to use the Borzo mobile application/ website for the purpose of obtaining Courier Services.
1.12 “Client Information” means Your information made available to Courier in connection with such request by You for and use of Courier Services, which may include the Your name, pick-up location of parcel, Delivery location of parcel, contact information.
1.13 “Vehicle” means vehicle that Courier will be using for the purpose of Delivery of parcels authorized to do under the agreement.
1.14 “Your Device” means a mobile device, Computer/laptop owned or any other device owned or controlled by you: (a) that meets the specifications for mobile devices as set forth at https://borzodelivery.com/in/ and (b) on which the App has been installed as authorized by Borzo the purpose of obtaining Courier Services(c) that can allow you to have access to website of Borzo i.e https://borzodelivery.com/in/.
2. Use of the BORZO Services
2.1 Client’s IDs. Borzo will issue you a Client ID to enable you to access and use the Borzo App on a Device in accordance with this Agreement. Borzo reserves the right to deactivate your Client ID in cases of security precautions, misuse of id or any other reasons as Borzo may deem fit in its capacity as a technology service provider. You will immediately notify Borzo of any actual or suspected breach or improper use or disclosure of your Client ID.
2.2 Provision of Courier Services. When the Borzo App/ website is active, You may requests for Courier Services, and available Courier in the vicinity, from where you wish for collection/pick-up of parcel, will appear to you. If you wish to receive a Courier service , the Borzo Services will provide you with certain Courier Information via the App/ website/e-mail provided by the client, including the Courier’s name, contact information and photo. In order to enhance your satisfaction with the Borzo mobile application, it is recommended that you wait at least ten (10) minutes for a Courier to show up at the requested pick-up location of Parcel. You may not obligatory located at pick up location. Delivery may be ordered for future dates, courier and client can negotiate the time due via phone conversation. You will provide the destination to the Courier, from the App/website, if You elect to enter such destination of delivery via Borzo’s mobile application or Borzo website. You acknowledge and agree that once you have made a request for Courier Services, Borzo mobile application may provide certain information about You and information of the person whom you wish to deliver the respective parcel to the Courier, including the person you intend to deliver the parcel and your first name, contact information, and location. As between Borzo and you, you acknowledge and agree that: (a) you shall be solely responsible for providing the correct address of pick-up of delivery good/parcel and (b) Use the app diligently and provide all necessary information as required by Courier, to provide a smooth and hassle-free Courier service to you.
2.3 Your Relationship with Courier. You acknowledge and agree that your provision of requesting Courier via app creates a direct business relationship between you and the Courier. Borzo is not responsible or liable for the actions or inactions of a Courier in relation to you, your activities or your miscommunication. You are liable to provide all the information as requested by Courier for providing Courier Services.
This type of services also comprises a relation between Corporate entity as client and Courier as its service provider, where the Client wishes to outsource the Courier services for the purpose of business and operations. The courier agrees to provide services to the client. The Courier ensures to comply with the instructions issued by the client in order to complete the delivery transaction. In consideration the Client shall make an advance payment to Borzo, through online portals such as internet banking etc. Borzo here, after deducting its commission from the advance received by Client, will subsequently pay to the respective Courier, who provided service to the Client, after satisfactory completion of delivery transaction by the courier.
2.4 You agree that you are solely responsible for taking such precautions as may be reasonable and proper. You acknowledge and agree that Borzo may release your contact information to a Courier upon your request for obtaining Courier Services. You acknowledge and agree that, Courier will specifically consent or accept the request made by you of obtaining Courier Services. You acknowledge and agree that you shall specify directly to the Courier of your desired /specified destination of delivery of parcel or you will generate such request via Borzo app/ website.
2.5 Your Relationship with Borzo. You acknowledge and agree that Borzo’s provision to you of the App and the Borzo Services creates a direct business relationship between Courier and you. Borzo does not, and shall not be deemed to, direct or control you generally or under this Agreement specifically, including your connection with the Courier Services, your acts or omissions. You retain the sole right to determine when, where, and for how long you will utilize the Borzo App or the Borzo Services. You retain the option, via the Borzo App, to attempt to or to cancel the request made by You for Courier Services via the Borzo Services, or to cancel an accepted request for Courier Services via the Borzo App, subject to Borzo’s then-current cancellation policies. With the exception of any signage required by local law or permit/license requirements. Borzo retains the right to deactivate or otherwise restrict you from accessing or using the Borzo App or the Borzo Services in the event of a violation or alleged violation of this Agreement, your disparagement of Borzo or any of its Affiliates, your act or omission that causes harm to or financial loss to Borzo or its Affiliates’ brand, reputation or business as determined by Borzo in its sole discretion.
This type of service also comprises of a relation between Borzo and corporate client, where Borzo will act as agent to Courier. Client agrees to make an advance payment as consideration to Borzo in lieu of obtaining Courier services from the Courier; such payment shall not include commission of Borzo. Borzo shall receive such consideration on behalf of the courier, and on receipt of such consideration Borzo shall make a confirmation to a client. The Courier shall, on successful completion of delivery transaction raise an invoice to corporate client, whereby Borzo shall pay the same to Courier. The Client shall instruct where the payment is to be made after deduction of TDS. Such TDS shall be deposited by the client on its own record and release the information/ certificate to the courier through Borzo.
2.6.1You acknowledge and agree that: (a) after receiving Courier Services, you will be prompted by Borzo’s mobile application or through the SMS gateway sends an SMS, to provide a rating of Courier and such Courier Services and, optionally, to provide comments or feedback about Courier and such Courier Services; and (b) after providing Courier Services, Courier will be prompted by the Courier App to provide a rating of the you and, optionally, to provide comments or feedback about you. You shall provide your ratings and feedback in good faith.
2.6.2 You acknowledge that Borzo desires that You have access to high-quality services via Borzo mobile application/ website. In order to continue to receive access to the Borzo Services, you must maintain an average rating by Courier and must comply with the provisions of this agreement. Additionally, you acknowledge that your repeated cancellation of requests for Courier Services while you are logged in to the Borzo App creates a negative experience of you as a client.
2.7 Devices Borzo urges you to use Your Devices: (i) you are responsible for the acquisition, cost and maintenance of Your Devices as well as any necessary wireless data plan; and (ii) Borzo shall make available the Borzo App for installation on Your Device. Borzo hereby grants you a personal, non-exclusive, non-transferable license to install and use the Borzo App on Your Device solely for the purpose of obtaining Courier Services. You agree to not provide, distribute or share, or enable the provision, distribution or sharing of,expense; and (ii) use of the Borzo App on Your Device as an interface with the Borzo Services may consume very large amounts of data through the data plan.
COMPANY ADVISES THAT YOUR DEVICE ONLY BE USED UNDER A DATA PLAN WITH UNLIMITED OR VERY HIGH DATA USAGE LIMITS, AND COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY FEES, COSTS, OR OVERAGE SERVICE FEE ASSOCIATED WITH ANY DATA PLAN.
2.8 Location Based Services. You acknowledge and agree that your location information or the location information of the place you intend the collection of parcel/goods for delivery by Courier must be provided to the Borzo Services via a Device/Borzo website, and in person to Courier in order to obtain Courier Services. You acknowledge and agree that: (a) your -location information may be obtained by the Borzo Services while the Borzo App is running; and (b) the approximate location of the place you wish for the collection of delivery good/ parcel will be displayed to the Courier before and during the provision of Courier Services.
3. Financial Terms
3.1 Service Fee Calculation and Your Payment. You are entitled to pay a Service Fee for each instance after you made a request for Courier service via e-payment option provided to you on Borzo or COD after completed Courier Services provided by Courier that are obtained via the Borzo Services (“Service Fee”), where such Service Fee is calculated based upon a base Service Fee amount plus distance of delivery (as determined by Borzo services enabled through the Device/ website) and/or time amounts, for the applicable Territory (“Service Fee Calculation”). You acknowledge and agree that the payable Service Fee provided in the app/Borzo website after successful use of Courier Services is the only payment you will pay in connection with the provision of Courier Services, and that neither the Service Fee nor the Service Fee Calculation includes any gratuity. You agree that payment made by you to Borzo shall be considered the same as a payment made directly to Courier by you. You shall always have the right to: (i) request for a Service Fee that is less than the pre-arranged Service Fee by use of promotional codes; or (ii) negotiate, at your request, a Service Fee that is lower than the pre-arranged Service Fee (each of (i) and (ii) herein, a “Negotiated Service Fee”). Borzo shall consider all such requests from you in good faith. You shall have the options to make payment directly to Courier at the pick-up location of goods or at the delivery location of goods/parcel , if you request for a COD or pay via various online portal/ payment services such as online banking, debit card, credit card, paytm etc provided by Borzo.
3.2 Borzo CORPORATE PAYMEN. Borzo will collect payment from corporate client on behalf of couriers through online payment/bank transfer. Invoices will be raised by couriers after every delivery, and a consolidated monthly invoice will also be provided to corporate clients.
3.3 Changes to Service Fee Calculation. Borzo reserves the right to change the Service Fee Calculation at any time in Borzo’s discretion based upon local market factors, and Borzo will provide you with notice in the event of changes to the base Service Fee, amounts that would result in a change in the recommended Service Fee. Continued use of the Borzo Services after any such change in the Fee Calculation shall constitute your consent to such change.
3.4 Service Fee Adjustment. Courier reserves the right to adjust Service Fee to : (i) adjust the Service Fee for a particular instance of Courier Service or (ii) cancel the Service Fee for a particular instance of Courier Services (e.g., you were charged for Courier Services that were not provided, in the event of a complaint, fraud, etc.). Courier’s decision to reduce or cancel the Service Fee in any such manner shall be exercised in a reasonable manner.
3.5 Service Fee. In consideration of using Courier services via Borzo App/website and benefit hereunder, you agree to pay a service fee on a per Courier Services transaction basis calculated on a pre- determined basis, (regardless of any Negotiated Service Fee), as provided to you via email or otherwise made available electronically by Borzo from time to time for the applicable Territory (“Service Fee”). In the event regulations applicable to your Territory require taxes to be calculated on the Service Fee, Borzo shall calculate the Service Fee based on the Service Fee net of such taxes. Courier reserves the right to change the Service Fee at any time in Courier’s discretion Based upon factors such as change in service tax by govt, and Borzo will provide you with notice in the event of such change. Continued use of the Borzo Services after any such change in the Service Fee calculation, shall constitute your consent to such change.
3.6 Cancellation Service Fee. You acknowledge and agree that You may elect to cancel requests for Courier Services that have been accepted by Courier via the Courier App at any time prior to Courier arrival for collection of the parcel/ goods. In the event that you cancel an accepted request for Courier Services, Borzo may charge you a cancellation fee on Courier’s behalf. If charged, this cancellation fee shall be deemed the Service Fee for the cancelled Courier Services for the purpose of remittance to Courier hereunder (“Cancellation Fee”). The parties acknowledge and agree that as between you and Borzo, this Cancellation Fee is a recommended amount, and the primary purpose of such Cancellation Fee is to act as the default amount in the event you request for a Courier Service but do not further agree to use the same.
3.7 Receipts. As part of the Borzo Services, Borzo provides you a system for the delivery of receipts to you for Courier Services rendered. Upon your completion of Courier Services for you, Borzo prepares an applicable receipt and issues such receipt to You via email on Courier’s behalf. Such receipts are also provided to you via email or the online portal available to you through the Borzo Services. Receipts include the breakdown of amounts charged you for Courier Services and may include specific information about Courier, including Courier’s name, and PAN number. Any corrections to your receipt for Courier Services must be submitted to Borzo in writing within 15 business days after the completion of such Courier Services. Absent such a notice, Borzo shall not be liable for any mistakes in or corrections to the receipt or for recalculation or disbursement of the Service Fee.
3.8 Taxes. You acknowledge and agree that you are required to: (a) pay via Borzo’s online portal or on cod the Service Fee with all relevant taxes added. You further acknowledge and agree that the Service Fee you will pay for Courier Services will have all the taxes added in it, and Borzo takes no responsibility of paying taxes as Borzo only gets his fee/commission per transactions. Notwithstanding anything to the contrary in this Agreement, Courier may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from your use of Courier Services and/or provide any of the relevant tax information to you of the applicable governmental tax authorities on your behalf.
3.9 No Additional Amounts. You acknowledge and agree that no additional amount for delivery will be charged to you except for the Service Fee (inclusive of all taxes), pre-determined at the time you initiated a request for Courier Services.
4. Proprietary Rights; License
4.1 License Grant. Subject to the terms and conditions of this Agreement, Company hereby grants you a non-exclusive, non-transferable, non-sub licensable, non-assignable license, during the term of this Agreement, to (i) access and use the Borzo Services (including the App on a Device) on your personal device solely for the purpose of obtaining Courier Services by you and paying resulting Service Fees. (ii) Access and use any content, information and related materials that may be made available through the Borzo services, in case solely for your use. All rights not expressly granted to you are reserved by Borzo and its licensor.
4.2 Restrictions. You shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the Borzo Services, App in any way; (b) You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Borzo; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
4.3 Ownership. The Borzo Services, Borzo App and Data, including all intellectual property rights therein, shall remain (as between you and Borzo). The Services and all rights therein are and shall remain Borzo’s property or the property of Borzo’s licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Borzo’s company names, logos, product and service names, trademarks or service marks or those of Borzo’s licensors.
5.1 Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party (“Confidential Information”). Confidential Information includes your Information i.e contact number, address, and the transaction volume, business, financial, technical, and operational and such other nonpublic information, that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential.
5.2 Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers (“Permitted Persons”) as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to Borzo, its internal record-keeping requirements).
5.3 Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, summons/warrant or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.
6.1 USE of Your Information -We may use the information we collect about you to: Provide, maintain, and improve our Services, including, for example, to facilitate payments, send receipts, provide products and services you request (and send related information), develop new features, provide customer support to you and Courier, develop safety features, authenticate you, and send product updates and administrative messages; Perform internal operations, including, for example, to prevent fraud and abuse of our Services; to troubleshoot software bugs and operational problems; to conduct data analysis, testing, and research; and to monitor and analyze usage and activity trends; Send or facilitate communications (i) between you and Courier, such as estimated times of arrival of your parcel, or (ii) between you and a contact of yours at your direction in connection with your use of certain features, such as referrals, invites, ;Send you communications we think will be of interest to you, including information about products, services, promotions, news, and events of Borzo and other companies, where permissible and according to local applicable laws; and to process contest, sweepstake, or other promotion entries and fulfill any related awards; Personalize and improve the Services, including to provide or recommend features, content, social connections, referrals, and advertisements.
6.2 Disclosure of Information- We may share the information we collect about you as described in this Statement or as described at the time of collection or sharing, including as follows: Through Borzo Services We may share your information: With Courier to enable them to provide the Services you request. For example, we share your name, photo (if you provide one), average User rating given by Courier, and pickup and/or drop-off locations of good intended to be delivered with Courier and with other people, as directed by you; With third parties to provide you a service you requested through a partnership or promotional offering made by a third party or us; With the general public if you submit content in a public forum, such as blog comments, social media posts, or other features of our Services that are viewable by the general public; With third parties with whom you choose to let us share information, for example other apps or websites that integrate with our API or Services, or those with an API or Service with which we integrate.
6.3 Other Important Sharing We may share your information: With Borzo subsidiaries and we affiliated that conduct data processing on Borzo’s behalf, or for data centralization and / or logistics purposes; With vendors, consultants, marketing partners, and other service providers who need access to such information to carry out work on our behalf; In response to a request for information by a competent authority if we believe disclosure is in accordance with, or is otherwise required by, any applicable law, regulation, or legal process; With law enforcement officials, government authorities, or other third parties if we believe your actions are inconsistent with our User agreements, Terms of Service, or policies, or to protect the rights, property, or safety of Borzo or others; In connection with, or during negotiations of, any merger, sale of company assets, consolidation or restructuring, financing, or acquisition of all or a portion of our business by or into another company; If we otherwise notify you and you consent to the sharing; and In an aggregated and/or anonymized form which cannot reasonably be used to identify you.
6.4 No Service Guarantee. BORZO DO NOT GUARANTEE THE AVAILABILITY OR UPTIME OF THE COURIER SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE BORZO SERVICES MAY BE UNAVAILABLE AT ANY TIME AND FOR ANY REASON (e.g., DUE TO SCHEDULED MAINTENANCE OR NETWORK FAILURE). FURTHER, THE BORZO SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND BORZO ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES, LIABILITIES OR LOSSES RESULTING FROM SUCH PROBLEMS.
You agree to indemnify and hold Borzo and its officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) Borzo’s use of your User Content; or (iv) your violation of the rights of any third party, including Third Party Providers.
7.1 Limits of Liability. BORZO SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, LOST PARCEL PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF BORZO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BORZO SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF BORZO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BORZO SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND BORZO’S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT THIRD PARTY COURIER SERVICE PROVIDERS PROVIDING COURIER SERVICES MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED. IN NO EVENT SHALL BORZO’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION. BORZO SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE DELIVERY OF, GOODS, WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT BORZO HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY COLLECTION OR DELIVERY OF, GOODS PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.
THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
8. Term and Termination
8.1 Term. This Agreement shall commence on the date accepted by you and shall continue until terminated explicitly or by breach of any conditions herein.
9. Relationship of the Parties
9.1 Except as otherwise expressly provided herein with respect to Borzo acting as the limited payment collection agent solely for the purpose of collecting payment from YOU on behalf of Courier, the relationship between the parties under this Agreement is solely that of independent contracting parties. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship, between Borzo and you; and (b) no joint venture, partnership, or agency relationship exists between Borzo and you.
9.2 You have no authority to bind Borzo or its Affiliates and you undertake not to hold yourself out as an employee, agent or authorized representative of Borzo or its Affiliates. Where, by implication, of mandatory law or otherwise, you may be deemed a consumer of Borzo, you undertake and agree to hold Company and its Affiliates harmless from and against any claims by you or entity based on such implied agency or representative relationship.
10. Miscellaneous Terms
10.1 Modification. In the event Borzo modifies the terms and conditions of this Agreement at any time, such modifications shall be binding on you only upon your acceptance of the modified Agreement. The Company reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. You hereby acknowledge and agree that, by using the Borzo Services, or downloading, installing or using the Borzo App, you are bound by any future amendments and additions to the information referenced at hyperlinks herein, or documents incorporated herein, including with respect to Service Fee Calculations. Continued use of the Borzo Services or Borzo App after any such changes shall constitute your consent to such changes. Unless changes are made to the arbitration provisions herein, you acknowledge and agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration.
10.2 Supplemental Terms. Supplemental terms may apply to your use of the Borzo Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.
10.3 Severability. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.
10.4 Assignment. Neither party shall assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party; provided that Company may assign or transfer this Agreement or any or all of its rights or obligations under this Agreement from time to time without consent: (a) to an Affiliate; or (b) to an acquirer of all or substantially all of Company’s business, equity or assets.
10.5 Entire Agreement. This Agreement, including all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this Agreement.
10.6 No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement, Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.
10.7 Notices Borzo may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, or by written communication sent by mail or speed post to your address in your Account. Such notice shall be deemed to have been given upon the expiration of 7 working days, after mailing or posting. You may give notice to Borzo, with such notice deemed given when received by Borzo at any time by mail or speed post to Wefast India Private Limited, a corporation organized and existing under the laws of the New Delhi of India, with its head office located at L-11 Lower Ground Floor, Malviya Nagar, New Delhi- 110017.
10.8 Help/ support system Client may in case of any query obtain call centre support in order to leave messages and instructions to couriers or to receive messages/updates from couriers through SMSes/Emails/ Call-centre (phone).
10.9 Record and billing. Borzo shall maintain a record of every successful delivery transaction, with signatures of person to whom delivery was made. Subject to terms and conditions determined by Borzo in its sole discretion, Client may qualify to receive monthly statements (each, a “Monthly Statement”) for Fees incurred by Courier, utilizing Client Billing during the preceding month (“Monthly Billing”). If Client qualifies for, and elects to participate in viewing Monthly invoices raised by Courier, it shall be set forth in an applicable Monthly Statement to the client. Such invoices shall be inclusive of all relevant taxes and will be valued in local currency.
11. Governing Law; Arbitration
11.1 The choice of law provisions contained in this Section 14.1, such arbitration clause being governed by the Indian Arbitration and conciliation Act. Accordingly, the interpretation of this Agreement shall be governed by Indian law, without regard to the choice or conflicts of law provisions of any jurisdiction. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Borzo Services shall be subject to the exclusive jurisdiction of the district, high and supreme courts in India.
11.2 Other than disputes regarding the intellectual property rights of the parties and other claims identified in Section 12.3 ii, any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Borzo Services shall be subject to arbitration as set out in 12.1.
12.3 Arbitration Provision
Important Note Regarding this Arbitration Provision:
- Except as provided below, arbitration does not limit or affect the legal claims you may bring against Borzo. Agreeing to arbitration only affects where any such claims may be brought and how they will be resolved.
- Arbitration is a process of private dispute resolution that does not involve the civil courts, a civil judge, or any other courts. Instead, the parties’ dispute is decided by a private arbitrator selected by the parties, in case here the same will be appointed by Dayal legal associates using the process set forth herein. Other arbitration rules and procedures are also set forth herein.
- Unless the law requires otherwise, as determined by the Arbitrator based upon the circumstances presented, you will be required to split the cost of any arbitration with the Borzo.
i. How This Arbitration Provision Applies.
You agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be settled by binding arbitration between you and Borzo, except that each party retains the right to bring an individual action in small cause court/ consumer forums and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Borzo are each waiving the right to a trial by court or to participate as a plaintiff or class in any purported class action or representative proceeding. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
ii. Arbitration Rules and Governing Law.
The arbitration will be administered by the UNCITRAL(in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes ,then in effect, except as modified by this “Dispute Resolution” section. The Indian arbitration and conciliation act 1996 will govern the interpretation and enforcement of this Section.
iii. Arbitration Location and Procedure.
You and Borzo agree that the arbitration will be conducted in India. If your claim does not exceed 1000 INR then the arbitration will be conducted solely on the basis of documents you and Borzo submit to the arbitrator (to be appointed by Dayal legal associates), unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds 1000 INR, your right to a hearing will be determined by the Indian arbitration act. , the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
iv. Arbitrator’s Decision.
The arbitrator will render an award within the time frame specified in the Arbitration act 1996. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court of New Delhi jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorney’s’ fees and expenses, to the extent provided under Indian law. Borzo will not seek, and hereby waives all rights Borzo may have under applicable Indian law to recover, attorneys’ fees and expenses if Borzo prevail in arbitration.
Your responsibility to pay any administrative and arbitrator fees will be solely as set forth in the Arbitration rules. However, if your claim for damages does not exceed 1000 INR, Borzo will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous and vexatious or was brought for an improper purpose.
13. Other Provisions
i. Choice of Law.
These Terms are governed by and construed in accordance with the laws of Indian Territory. Without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to your region.
ii. Claims of Copyright Infringement.
Claims of copyright infringement should be sent to Borzo’s designated agent. Please visit Borzo’s webhttps://borzodelivery.com/in/ for the designated address and additional information.
iii. Paying for the Arbitration.
Each party will pay the fees for his, her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law (i.e., a party prevails on a claim that provides for the award of reasonable attorney fees to the prevailing party). In all cases where required by law, Borzo will pay the Arbitrator’s and arbitration fees. If under applicable law Borzo is not required to pay all of the Arbitrator’s and/or arbitration fees, such fee(s) will be apportioned equally between the Parties or as otherwise required by applicable law. However, you will not be required to bear any type of fee or expense that you would not be required to bear if you had filed the action in a court of law. Any disputes in that regard will be resolved by the Arbitrator as soon as practicable after the Arbitrator is selected, and Company shall bear all of the Arbitrator’s and arbitration fees until such time as the Arbitrator resolves any such dispute.
iv. The Arbitration Hearing and Award.
The Parties will arbitrate their dispute before the Arbitrator, who shall confer with the Parties regarding the conduct of the hearing and resolve any disputes the Parties may have in that regard. Within 15 working days of the close of the arbitration hearing, or within a longer period of time as agreed to by the Parties or as ordered by the Arbitrator, any party will have the right to prepare, serve on the other party and file with the Arbitrator a brief. The Arbitrator may award any party any remedy to which that party is entitled under applicable law, but such remedies shall be limited to those that would be available to a party in his or her individual capacity in a court of law for the claims presented to and decided by the Arbitrator, and no remedies that otherwise would be available to an individual in a court of law will be forfeited by virtue of this Arbitration Provision. The Arbitrator will issue a decision or award in writing, stating the essential findings of fact and conclusions of law. A court of competent jurisdiction shall have the authority to enter a judgment upon the award made pursuant to the arbitration. The Arbitrator shall not have the power to commit errors of law or legal reasoning, and the award may be vacated or corrected on appeal to a court of competent jurisdiction for any such error.
v. Your Right To Opt Out Of Arbitration.
Arbitration is not a mandatory condition of your contractual relationship with the Borzo and you. If you do not want to be subject to this Arbitration Provision, you may opt out of this Arbitration Provision by notifying the Company in writing of your desire to opt out of this Arbitration Provision, either by (1) sending, within 15 working days of the date this Agreement is executed by you, electronic mail to Borzo, stating your name and intent to opt out of the Arbitration Provision or (2) by sending a letter by speed post or by any nationally recognized delivery service, or by hand delivery to Borzo address
vi. Full and Complete Agreement Related to Formal Resolution of Disputes; Enforcement Of This Agreement.
This Arbitration Provision is the full and complete agreement relating to the formal resolution of disputes arising out of this Agreement, in the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable.
By clicking “I accept”, you expressly acknowledge that you have read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that you agree to be bound by the terms and conditions of the Agreement, and that you are legally competent to enter into this Agreement with Borzo.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
Wefast India Private Limited,
a corporation organized and existing
under the laws of the New Delhi of India
with its head office located at:
L-11 Lower Ground Floor, Malviya Nagar, New Delhi- 110017
Authorized Signature Authorized Signature