GENERAL TERMS AND CONDITIONS FOR DELIVERY SERVICES
1. ENTIRE CONTRACT
1.1 This general terms and conditions for delivery services (“Agreement”) shall form the entire legally enforceable and binding contract between Ninja and Shipper in respect of the subject matter and services described herein.
1.2 Shipper agrees that (i) execution of this Agreement by way of digital signature, which shall be considered the same as handwritten signature for the purpose of admissibility, enforceability and validity; (ii) such digital signature may include any distinctive mark or character in any form whatsoever representing the identity of a person and expressed in, attached to or associated with a document, in any form whatsoever; (iii) once such digital signature has been expressed in, attached to or associated with a document, the relevant person indicates unequivocal acceptance of the matters in the said document; and (iv) Shipper irrevocably waives all objections to the contrary in relation to the aforesaid.
1.3 Shipper agrees that Ninja may in its discretion from time-to-time revise any terms of this Agreement, including any pricing, fees and discounts, by notification through email, Dashboard, Ninja’s website, written messages or otherwise (collectively, "Notifications"). Once Ninja issues such Notification and Shipper continues engaging Ninja's services hereunder, such revised terms are binding on and deemed to be accepted by Shipper. The relevant provisions of this Agreement shall be deemed to have been amended or varied accordingly and shall be read and construed as if such amendments and variations have been incorporated herein. Ninja is not obliged to notify Shipper of the reasons for any revision.
2. NINJA’S DELIVERY SERVICES
2.1 Once Shipper accepts this Agreement, Shipper may create or use an account on Dashboard (or its successor), which Shipper acknowledges and agrees to be Ninja’s proprietary software platform and portal for shippers to access and obtain delivery and other services from Ninja.
2.2 Unless otherwise stated in this Agreement, no title or property rights in Shipper’s parcels shall pass or be transferred to Ninja.
2.3 Ninja shall not be obliged to open and inspect any parcel provided by Shipper. If inquired by authorities or reasonably necessary, Ninja and its agents have the right to relabel or open and inspect Shipper's parcels without prior notice and charge relabelling and/or repackaging fees to Shipper.
2.4 Shipper agrees that Ninja will carry out delivery and other services under this Agreement by: (a) relying on delivery details provided by Shipper on Dashboard for the pickup (excluding Ninja Packs), delivery and return of parcels; (b) following its own routing, diversions and its prevailing standard operating procedure for delivering the parcels; and (c) using every reasonable effort but without any guarantee of deadlines for pickup, delivery and return of parcels (collectively, the “Delivery Services”), provided always that Ninja may in its discretion and at any time reject an order for Delivery Services by the Shipper.
2.5 Shipper agrees that: (a) Ninja does not represent that its Delivery Services meet any service level or industry standard; and (b) Ninja’s prevailing standard operating procedure, routing and schedules are not legally binding and does not form part of this Agreement.
2.6 If delivery cannot be made for any reason whatsoever, Ninja will make reasonable efforts to return the parcel the Shipper (which shall be deemed as completed delivery); failing which, Shipper authorises Ninja to treat the parcel as abandoned and to dispose the parcel as Ninja deems fit, including but not limited to destroying or reselling the parcel’s contents.
2.7 In respect of any parcels that (i) Shipper does not require to be returned; or (ii) are abandoned by Shipper, as reasonably determined by Ninja in good faith, Shipper agrees that Ninja shall have the absolute discretion to dispose of the items, including but not limited to reselling them. For the purpose of this clause, a parcel is deemed to be abandoned if Shipper's conduct expresses or implies that Shipper has relinquished or given up ownership interests in the parcels.
2.8 Unless Shipper notifies Ninja with reasonable proof within 7 days, Shipper agrees that pickup, delivery and/or return of parcels are deemed completed when Ninja sends a notification to Shipper. Proof of delivery may include a photograph showing the parcel left at delivery address.
3. CASH ON DELIVERY COLLECTION SERVICES
3.1 At Shipper’s election in respect of a delivery ordered by Shipper on Dashboard, Ninja will perform collection of cash payment on Shipper’s behalf from Shipper’s customer at the point of parcel delivery (“COD Services”).
3.2 If COD Services are applicable, Ninja will carry out COD Services by (a) relying on information provided by Shipper on Dashboard; and (b) taking reasonable efforts to collect cash payment from parcel recipient prior to handing over the parcel.
3.3 Notwithstanding any term in this Agreement, Ninja may in its discretion decline to perform COD Services for any parcel.
3.4 Ninja has a strict policy against abuse of staff and Shipper acknowledges that Ninja cannot control parcel recipient’s behaviour and conduct. If parcel recipient insists on opening or otherwise damages the parcel, Ninja shall not be responsible for any parcel damage or failure to collect cash payment. If parcel recipient is abusive, Ninja may deny parcel delivery to recipient.
4. CUSTOMS, EXPORT AND IMPORT
4.1 Where necessary, Ninja may perform any of the following activities on Shipper’s behalf in order to carry out Delivery Services for Shipper: (a) complete and endorse any forms and documents to be submitted to customs and other authorities; (b) act as Shippers’ agent for the purposes of customs clearance, import control and export control; and (c) all other reasonable and necessary acts necessary to complete the Delivery Services.
5. SHIPPER’S WARRANTIES
5.1 Shipper agrees and warrants that:
(a) Shipper will ensure that only its authorised representatives use Dashboard to place delivery orders.
(b) Shipper will provide, for Ninja’s delivery, safe parcels that comply with the Packaging & Prohibited Items Guidelines (or as otherwise published on Dashboard or Ninja's website from time to time) and which are not prohibited by any laws.
(c) Shipper will comply with all applicable personal data and privacy laws and, in any event, provide Ninja with personal and delivery information that are collected legally.
(d) Shipper will provide all complete and truthful details (including description of parcel’s content) as reasonably required by Ninja to complete services for Shipper.
(e) Shipper shall ensure that the parcel contents are permitted under applicable local laws to be shipped and/or sold.
(f) Shipper has the authority, capacity and all required business and trading permits and licences to enter into this Agreement.
(g) Shipper shall, upon Ninja’s request, provide identification documents to verify Shipper's business and parcels shipped by Shipper.
(h) Shipper will not use the services of Ninja (including Dashboard) to carry out any illegal or unethical acts or for any abusive or unethical purposes.
(i) All parcels handed over to Ninja are packed by Shipper in accordance with this Agreement without any unauthorised person’s interference.
(j) If Shipper is a delivery service aggregator or reseller, Shipper shall procure its customers to comply with this Agreement as if they are the Shipper and Shipper agrees that its customer’s breach of this Agreement is deemed to be Shipper’s breach.
(k) Shipper shall not use Ninja’s trademarks, logos or other intellectual property rights without Ninja’s prior written consent.
(l) Shipper shall at all times comply with all terms and conditions of this Agreement.
5.2 If Shipper breaches any of the foregoing warranties, without prejudice to any other remedies that Ninja has under this Agreement or applicable laws, Ninja may apply one or more of the following:
(a) Ninja may dispose parcels as it sees fit;
(b) Shipper to indemnify and hold harmless Ninja from and against all losses, damages and legal costs (including those arising from third parties claims and for loss of reputation), incurred by Ninja as a result of Shipper's breach;
(c) Ninja may without prior notice to Shipper suspend Delivery Services or Shipper’s access to Dashboard until Ninja determines that Shipper is no longer in breach or has rectified such breach; and/or
(d) Ninja may without prior notice to Shipper withhold any amounts due to Shipper and set off the same to settle any losses, damages and legal costs claimed against or incurred by Ninja.
6. INVOICING AND PAYMENT
6.1 In respect of Delivery Services and/or COD Services completed by Ninja, Shipper shall pay Ninja the fees (less any discounts as agreed in writing), and surcharges as described in this Agreement.
6.2 Upon commencement of Delivery Services and/or COD Services, Ninja may at any time in its discretion issue invoices to Shipper, always provided that invoices may not be issued more frequently than once every calendar week.
6.3 Ninja's invoice shall state the fees payable by Shipper to Ninja for Delivery Services and COD Services completed in the invoicing period stated therein.
6.4 For every single Ninja's invoice, Shipper agrees that:
(a) Ninja will compute fees payable by Shipper according to parcel weight as reasonably determined by Ninja (which Shipper shall accept) and according to the Delivery Services fees (or varied prices, if any) effective at the point of order creation.
(b) Ninja may in its sole discretion apply any amounts collected by Ninja for Shipper under COD Services towards the payment of Ninja’s fees for Delivery Services and COD Services. Upon such application, Shipper is obliged to pay the balance amount (if any) to Ninja.
(c) Unless extended or varied by Ninja in writing, the amount stated in Ninja's invoice is due and payable by Shipper to Ninja on the 30th day from the date of Ninja’s invoice.
(d) For non-payment or late payment, Shipper agrees that Ninja may charge a fee of 5% per annum or as otherwise indicated in Ninja's invoice, on any due sum unpaid by Shipper.
(e) Shipper shall be responsible for the payment of all taxes, duties, levies and/or governmental charges, including rates and charges of any kind which it may be liable for in connection with the services completed by Ninja for Shipper.
(f) (Where applicable), Ninja may withhold from any amounts payable under this Agreement such amount (including taxes) as shall be required to be withheld pursuant to any applicable laws or regulations.
(g) If parcels are detained or seized by authorities for whatsoever reason through no fault of Ninja, Shipper shall pay Ninja the Delivery Services fees in full as if the parcels have been delivered.
6.5 Ninja will provide COD collection statement (by posting on Dashboard or otherwise) and pay over to Shipper all cash collected by Ninja under COD Services, provided always that Ninja may first apply such collected cash towards the payment of Ninja’s fees pursuant to Clause 6.4 above. Upon such an application, Ninja shall pay over the balance cash amount (if any) to the Shipper.
6.6 Ninja’s obligation to make any payment under this Agreement is deemed completed upon remittance to the Shipper’s bank account as stated herein or as otherwise notified by Shipper to Ninja.
6.7 Once Ninja issues its invoice and/or COD collection statement and communicates it to Shipper by post, email or any other means, Shipper has 7 days to inform Ninja in writing of any dispute, discrepancy or incorrectness, failing which Shipper agrees that Ninja's invoice and/or COD collection statement is deemed to be complete and correct.
6.8 Shipper shall not withhold any payment even if there is a dispute, except for such disputed amount which Shipper has notified to Ninja in accordance with Clause 6.7.
6.9 Notwithstanding any clause in this Agreement to the contrary, Ninja is authorised to set off any sums due from Shipper to Ninja (whether under this Agreement or any other agreement), and sums claimed by Ninja from Shipper against any sums due from Ninja to Shipper under this Agreement. Ninja may from time to time, but shall not be obliged to, exercise this right to set off and shall thereafter notify Shipper of any set off.
7. NINJA’S LIABILITY
7.1 If Ninja is unable to perform any services under this Agreement by reason of any events beyond its control (including but not limited to civil unrest, war, unavailability of Ninja's software, governmental regulations, inspections by/acts of authorities, pandemic-related measures, natural disaster and acts of god) (“Force Majeure Event”), Ninja’s obligation to perform the services shall be immediately suspended for the period that the Force Majeure Event subsists, and Ninja shall not be liable to Shipper for any losses and damages whatsoever.
7.2 With regards to any loss or damage of a parcel (including their contents), that are reasonably attributed to Ninja’s fault and not attributed to a Force Majeure Event, Ninja's liability to compensate Shipper shall be limited to the value of the parcel’s contents (as declared by Shipper on Dashboard) or RM200 per parcel, whichever is lower. Unless a claim for loss or damage of parcel is made within 7 days from the completion of Delivery Services and according to Ninja’s prevailing standard procedure, Shipper irrevocably and perpetually waives all claims for lost or damaged parcels.
7.3 If Shipper pays Ninja a High Parcel Liability Cover Fee in respect of a parcel that is the subject of Delivery Services, Ninja agrees to extend its liability to compensate Shipper under Clause 7.2 to the full value of the parcel or up to the Maximum High Parcel Liability Coverage, whichever is lower.
7.4 Ninja shall not be liable to Shipper for any losses and damages arising from any delivery delays (including delays arising out of customs clearance procedures) and/or circumstances beyond Ninja’s control, consequential losses, loss of profits, loss of revenue and third parties’ claims brought against Shipper howsoever arising.
7.5 Notwithstanding any other provision of this Agreement, the aggregate and cumulative liability of Ninja to Shipper (whether arising under contract, tort or otherwise) shall not exceed the total fees paid by Shipper to Ninja under this Agreement.
7.6 Without prejudice to any other clause in this Agreement, if any exclusion of Ninja’s liability for a claim, loss or damage in this Agreement is rendered illegal, invalid or unenforceable, Ninja’s liability for that claim, loss or damage shall be limited to a refund of the Delivery Services fees paid by Shipper to Ninja.
8. OTHER CLAUSES
8.1 By providing Shipper's and/or its customers' personal data to Ninja to such extent as may be allowed by the Personal Data Protection Act 2010 in relation to this Agreement and all applicable laws, Shipper warrants and represents that it and/or its customers, have agreed that Ninja may use such personal data in accordance with the terms and purposes set out in Ninja's Privacy Policy (https://www.ninjavan.co/en-my/privacy-policy), and for Ninja to share such personal data with affiliates or third parties and/or transmit the same overseas to such parties for such purposes.
8.2 Shipper represents and warrants that it will comply with its obligations in Ninja’s Code of Conduct for Suppliers (a copy of which is available at http://ninjavan.co) and all anti-bribery and anti-corruption laws and regulations applicable to the execution of its contractual obligations with Ninja. Shipper further represents and warrants that it has implemented and will continue to implement policies and procedures for compliance with the applicable anti-bribery and anti-corruption laws.
8.3 Either Ninja or Shipper may terminate this Agreement by giving 14 days’ written notice. All rights, obligations and benefits that are accrued prior to the termination date shall remain unaffected.
8.4 This Agreement forms the entire legally binding and valid contract between Ninja and Shipper and supersedes all prior versions of signed contracts and understanding.
8.5 Shipper shall keep confidential and not disclose to anyone the rates, terms and Ninja's performance under this Agreement.
8.6 Ninja may subcontract any part of or the whole of this Agreement to an affiliate or third party to perform on behalf of Ninja.
8.7 Shipper may not assign, transfer or novate any obligations or benefits under this Agreement without Ninja’s written consent.
8.8 Ninja may assign, transfer or novate any obligations or benefits under this Agreement without Shipper’s consent and Shipper shall take all steps necessary to enable Ninja to complete such assignment, transfer or novation.
8.9 This Agreement may not be enforced by and does not confer any benefit on any third parties.
8.10 No delay in exercising any rights shall constitute a waiver. No waiver shall be valid unless in writing and signed.
8.11 If any clause or part of this Agreement is invalid, illegal or unenforceable, that clause or part of this Agreement shall be severed from this Agreement and the remainder of the Agreement shall remain valid and enforceable.
8.12 This Agreement shall be governed by the laws of Malaysia.
PACKAGING & PROHIBITED ITEMS GUIDELINES
1. The following is a non-exhaustive list of packaging guidelines and prohibited items which shall be complied with by Shipper:
(a) External Packaging: All parcels must have external packaging that covers 100% of the exposed area (e.g. carton box or polymailer), otherwise please shrink or bubble wrap the entire package.
(b) Internal Packaging: Packages should be packed tightly and snugly. Fill up empty spaces in between with paper, packing foam, etc.
(c) Wrap ceramics, glass and other fragile items in protective material such as bubble wrap before placing such items in an outer box.
(d) Irregular Package: Place irregular sized items in a large box. Packages should be packed tightly and snugly. Fill up empty spaces in-between with paper, packing foam, etc.
(e) Parcels should be able to withstand the normal impact of transport handling. For parcels with sensitive exteriors such as gift boxes, please ensure to shrink or bubble-wrap and pack them in a cardboard box.
(f) All fragile items must be labelled with a "fragile" sticker.
(g) Ensure that packaging exterior does not have any old addresses or tracking labels. If using a pocket pouch, please ensure the pouch is firmly pasted and that the pouch opening is sealed properly.
(h) Each parcel must have a unique tracking label.
(i) Ensure that all electronic devices are powered off, and batteries should be removed from devices if possible.
(j) When sending bottled/liquid items (alcohol is prohibited), please bubble wrap the item, put them in an upright position and label the parcel with a “fragile” sticker. Claims made for items without bubble wrap and "fragile" stickers will be rejected.
2. A parcel is unacceptable if:
(a) It is hazardous, illegal, dangerous, harmful, prohibited or restricted under any applicable laws.
(b) It is not labelled properly or does not adhere to the packaging guidelines set out above.
(c) It contains alcohol, credit/debit/ATM cards, decaying items, human or animal remains, religious artefacts, narcotics, firearms/swords or weapons, living things or plants, perishables (e.g. vegetables, fruits, meat, etc.), requires cold chain or temperature controlled handling, poisonous or toxic substances, examination certificates, passports and insurance documents which cannot be reproduced, cash, cheques, bills, stock and other marketable securities, written drafts, original films, tapes and film material which cannot be reproduced, flammable, ignitable, or volatile items (e.g. fireworks, kerosene, gas canisters, paint thinner, etc.);
(d) It exceeds maximum parcel dimension, size and/or weight:
