1. Application and Acceptance of the Terms
1.2 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Ninjavan, or (b) you are not permitted to receive any Services under the laws of Singapore or other countries / regions including the country / region in which you are resident or from which you use the Services.
1.3 Ninjavan may amend any Terms at any time by posting the relevant amended and restated Terms on the Sites. By continuing to use the Services or the Sites, you agree that the amended Terms will apply to you.
1.4 If Ninjavan has posted or provided a translation of the English language version of the Terms, you agree that the translation is provided for convenience only and that the English language version will govern your uses of the Services or the Sites.
1.5 You may be required to enter into a separate agreement, whether online or offline, with Ninjavan.co or our affiliate for any Service (“Additional Agreements”). If there is any conflict or inconsistency between the Terms and an Additional Agreement, the Additional Agreement shall take precedence over the Terms only in relation to that Service concerned.
1.6 The Terms may not otherwise be modified except in writing by an authorized officer of Ninjavan.co.
2. Provision of Services
2.1 The contracting entity that you are contracting with is Ninja Logistics Pte Ltd if you are a registered member of the Sites and registered or resident in Singapore. If you registered in a jurisdiction outside Singapore, you are contracting with Ninja Logistics Pte Ltd (incorporated in Singapore with Company Reg. No. 201412014E). If you registered in Southeast Asia, you are contracting with Ninjavan’s affiliates as some or part of the Services may be supported and provided by affiliates of Ninjavan, Ninjavan may delegate some of the Services to its affiliates.
2.2 You must register as a member on the Sites in order to access and use some Services. Further, Ninjavan reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) to paying Users or subject to other conditions that Ninjavan may impose in our discretion.
2.3 Services (or any features within the Services) may vary for different regions and countries. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Service or features and functions thereof will be available for Users. Ninjavan may in our sole discretion limit, deny or create different level of access to and use of any Services (or any features within the Services) with respect to different Users.
2.4 Ninjavan may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) without prior notice except that in case of a fee-based Service, such changes will not substantially adversely affect the paying Users in enjoying that Service.
2.5 Some Services may be provided by Ninjavan’s affiliates on behalf of Ninjavan.
3. Users Generally
3.1 As a condition of your access to and use of the Sites or Services, you agree that you will comply with all applicable laws and regulations when using the Sites or Services.
3.2 You agree to use the Sites or Services solely for your own private and internal purposes. You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc available on or through the Sites (the “Site Content”), and (b) you will not copy, reproduce, download, compile or otherwise use any Site Content for the purposes of operating a business that competes with Ninjavan, or otherwise commercially exploiting the Site Content. Systematic retrieval of Site Content from the Sites to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from Ninjavan is prohibited. Use of any content or materials on the Sites for any purpose not expressly permitted in the Terms is prohibited.
3.4 Ninjavan may allow Users to access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties' web sites. You are cautioned to read such web sites' terms and conditions and/or privacy policies before using the Sites. You acknowledge that Ninjavan has no control over such third parties' web sites, does not monitor such web sites, and shall not be responsible or liable to anyone for such web sites, or any content, products or services made available on such web sites.
3.5 You agree not to undertake any action to undermine the integrity of the computer systems or networks of Ninjavan and/or any other User nor to gain unauthorized access to such computer systems or networks.
3.6 You agree not to undertake any action which may undermine the integrity of Ninjavan’s feedback system, such as leaving positive feedback for yourself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another User.
3.7 By posting or displaying any information, content or material (“User Content”) on the Sites or providing any User Content to Ninjavan or our representative(s), and to the extent permitted under applicable laws, you grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to Ninjavan to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to the operation of the Sites, the provision of any Services and/or the business of the User. You confirm and warrant to Ninjavan that you have all the rights, power and authority necessary to grant the above license. Information that is protected under data protection laws will only be used and kept in compliance with those laws.
4. Member Accounts
4.1 User must be registered on the Sites to access or use some Services (a registered User is also referred to as a “Member” below). Except with Ninjavan’s approval, one User may only register one member account on the Sites. Ninjavan may cancel or terminate a User’s member account if we have reasons to suspect that the User has concurrently registered or controlled two or more member accounts. Further, Ninjavan may reject User’s application for registration for any reason.
4.2 Upon registration on the Sites, Ninjavan shall assign an account and issue a member ID and password (the latter shall be chosen by a registered User during registration) to each registered User. An account may have a web-based email account with limited storage space for the Member to send or receive emails.
4.3 A set of Member ID and password is unique to a single account. Each Member shall be solely responsible for maintaining the confidentiality and security of your Member ID and password and for all activities that occur under your account. No Member may share, assign, or permit the use of your Member account, ID or password by another person outside of the Member’s own business entity. Member agrees to notify Ninjavan immediately if you become aware of any unauthorized use of your password or your account or any other breach of security of your account.
4.4 Member agrees that all activities that occur under your account (including without limitation, posting any company or product information, clicking to accept any Additional Agreements or rules, subscribing to or making any payment for any services, sending emails using the email account or sending SMS) will be deemed to have been authorized by the Member.
4.5 Member acknowledges that sharing of your account with other persons, or allowing multiple users outside of your business entity to use your account (collectively, "multiple use"), may cause irreparable harm to Ninjavan or other Users of the Sites. Member shall indemnify Ninjavan, our affiliates, directors, employees, agents and representatives against any loss or damages (including but not limited to loss of profits) suffered as a result of the multiple use of your account. Member also agrees that in case of the multiple use of your account or Member’s failure to maintain the security of your account, Ninjavan shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate Member’s account without liability to Member.
5. Member’s Responsibilities
5.1 Each Member represents, warrants and agrees that (a) you have full power and authority to accept the Terms, to grant the license and authorization and to perform the obligations hereunder; (b) you use the Sites and Services for business purposes only; and (c) the address you provide when registering is the principal place of business of your business entity. For purposes of this provision, a branch or liaison office will not be considered a separate entity and your principal place of business will be deemed to be that of your head office.
5.2 Member will be required to provide information or material about your entity, business or products/services as part of the registration process on the Sites or your use of any Service or the member account. Each Member represents, warrants and agrees that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Sites or Service is true, accurate, current and complete, and (b) you will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
5.4 Each Member represents, warrants and agrees that (a) you shall be solely responsible for obtaining all necessary third party licenses and permissions regarding any User Content that you submit, post or display; (b) any User Content that you submit, post or display does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”); (c) you have the right and authority to sell, trade, distribute or export or offer to sell, trade, distribute or export the products or services described in the User Content and such sale, trade, distribution or export or offer does not violate any Third Party Rights and (d) you and your affiliates are not the subject of any trade restrictions, sanctions or other legal restrictions enacted by any country, international organization or jurisdiction.
5.5 Each Member further represents, warrants and agrees that the User Content that you submit, post or display shall:
a) be true, accurate, complete and lawful;
b) not be false, misleading or deceptive;
c) not contain information that is defamatory, libelous, threatening or harassing, obscene, objectionable, offensive, sexually explicit or harmful to minors;
d) not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
e) not violate other Terms or any applicable Additional Agreements
f) not violate any applicable laws and regulations (including without limitation those governing export control, consumer protection, unfair competition, or false advertising) or promote any activities which may violate any applicable laws and regulations;
g) not contain any link directly or indirectly to any other web Sites which includes any content that may violate the Terms.
5.6 Each Member further represents, warrants and agrees that you shall/are:
a) carry on your activities on the Sites in compliance with any applicable laws and regulations;
b) conduct your business transactions with other users of the Sites in good faith;
c) carry on your activities in accordance with the Terms and any applicable Additional Agreements;
d) not use the Services or Sites to defraud any person or entity (including without limitation sale of stolen items, use of stolen credit/debit cards);
e) not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
f) not engage in spamming or phishing;
g) not engage in any other unlawful activities (including without limitation those which would constitute a criminal offence, give rise to civil liability, etc) or encourage or abet any unlawful activities;
h) not involve attempts to copy, reproduce, exploit or expropriate Ninjavan’s various proprietary directories, databases and listings;
i) not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;
j) not involve any scheme to undermine the integrity of the data, systems or networks used by Ninjavan and/or any user of the Sites or gain unauthorized access to such data, systems or networks;
k) not, and your director(s), officer(s), controlling party/ies, affiliates and legal jurisdiction in which any of the foregoing persons or entities is organized or has operations are not, persons or entities that are subject to any economic or fraud sanctions of any governmental, international or regulatory entities; and
l) not engage in any activities that would otherwise create any liability for Ninjavan or our affiliates.
5.7 Member may not use the Services and member account to engage in activities which are identical or similar to Ninjavan’s business
5.8 If Member provides a business referee, Member represents, warrants and agrees that you have obtained all necessary consents, approvals and waivers from your business partners and associates to (a) act as your business referee; (b) post and publish their contact details and information, reference letters and comments on their behalf; and (c) that third parties may contact such business referees to support claims or statements made about you. You further warrant and agree that all reference letters and comments are true and accurate and third parties may contact the business referees without the need to obtain your consent.
5.9 Member agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for Ninjavan’s provision of the Services, evaluating whether Member has breached the Terms and/or handling any complaint against the Member. If Member’s failure to do so results in delay in, or suspension or termination of, the provision of any Service, Ninjavan shall not be obliged to extend the relevant service period nor shall be liable for any loss or damages arising from such delay, suspension or termination.
5.10 Member acknowledges and agrees that Ninjavan shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or material or information created, obtained or accessible through the Services or Sites. Ninjavan does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Member. Each Member is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information
5.11 Member acknowledges and agrees that the Services may only be used by businesses and their representatives for business use and not for individual consumers or for personal use.
5.12 Member acknowledges and agrees that each Member is solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all use of the Site and Services are in compliance with the same.
6. Breaches by Members
6.1 Ninjavan reserves the right in our sole discretion to remove, modify or reject any User Content that you submit to, post or display on the Sites which we reasonably believe is unlawful, violates the Terms, could subject Ninjavan or our affiliates to liability, or is otherwise found inappropriate in Ninjavan’s opinion.
6.2 If any Member breaches any Terms, or if Ninjavan has reasonable grounds to believe that a Member is in breach of any Terms, Ninjavan shall have the right to take such disciplinary actions as it deems appropriate, including without limitation: (i) suspending or terminating the Member’s account and any and all accounts determined to be related to such account by Ninjavan in its discretion; (ii) restricting, downgrading, suspending or terminating the subscription of, access to, or current or future use of any Service; (iii) removing any product listings or other User Content that the Member has submitted, posted or displayed, or imposing restrictions on the number of product listings or User Content that the Member may post or display; (iv) imposing other restrictions on the Member’s use of any features or functions of any Service as Ninjavan may consider appropriate in its sole discretion; and (v) any other corrective actions, discipline or penalties as Ninjavan may deem necessary or appropriate in its sole discretion.
6.3 Without limiting the generality of the provisions of the Terms, a Member would be considered as being in breach of the Terms in any of the following circumstances:
a) upon complaint or claim from any third party, Ninjavan has reasonable grounds to believe that such Member has willfully or materially failed to perform your contract with such third party including without limitation where the Member has failed to deliver any items ordered by such third party after receipt of the purchase price, or where the items Member has delivered materially fail to meet the terms and descriptions outlined in your contract with such third party,
b) Ninjavan has reasonable grounds to suspect that such Member has used a stolen credit card or other false or misleading information in any transaction with a counterparty,
c) Ninjavan has reasonable grounds to suspect that any information provided by the Member is not current or complete or is untrue, inaccurate, or misleading, or
d) Ninjavan believes that the Member’s actions may cause financial loss or legal liability to Ninjavan or our affiliates or any other Users.
6.4 Ninjavan reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, to the extent permitted by applicable laws and policies, Ninjavan may disclose the Member's identity, contact information and/or information regarding the Member's account(s), transactions or activities carried out on or via the Site, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action. Ninjavan shall not be liable for damages or results arising from such disclosure, and Member agrees not to bring any action or claim against Ninjavan for such disclosure.
6.5 Ninjavan may, at any time and in our reasonable discretion, impose limitations on, suspend or terminate the Member’s use of any Service or the Sites without being liable to the Member if Ninjavan has received notice that the Member is in breach of any agreement or undertaking with any affiliate of Ninjavan and such breach involves or is reasonably suspected of involving dishonest or fraudulent activities. Ninjavan shall not be required to investigate such breach or request confirmation from the Member.
6.6 Each Member agrees to indemnify Ninjavan, our affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from your submission, posting or display of any User Content, from your use of the Sites or Services, or from your breach of the Terms.
6.7 Each Member further agrees that Ninjavan is not responsible, and shall have no liability to you or anyone else for any User Content or other material transmitted over the Sites, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Member. Ninjavan reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Member, in which event the Member shall cooperate with Ninjavan in asserting any available defenses.
7. Limitation of Liability
7.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES PROVIDED BY NINJAVAN ON OR THROUGH THE SITES ARE PROVIDED "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS”, AND NINJAVAN HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, AND UNDERTAKINGS ARE HEREBY EXCLUDED.
7.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NINJAVAN MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITES; NINJAVAN DOES NOT REPRESENT OR WARRANT THAT THE MANUFACTURE, IMPORTATION, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SITES DOES NOT VIOLATE ANY THIRD PARTY RIGHTS; AND NINJAVAN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE SITES.
7.3 Any material downloaded or otherwise obtained through the Sites is done at each User's sole discretion and risk and each User is solely responsible for any damage to Ninjavan’s computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from Ninjavan or through or from the Sites shall create any warranty not expressly stated herein.
7.4 The Sites may make available to User services or products provided by independent third parties. No warranty or representation is made with regard to such services or products. In no event shall Ninjavan and our affiliates be held liable for any such services or products.
7.5 Each User hereby agrees to indemnify and save Ninjavan, our affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such User's use of the Sites or Services (including but not limited to the display of such User's information on the Sites) or from your breach of any of the terms and conditions of the Terms. Each User hereby further agrees to indemnify and save Ninjavan, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User's breach of any representations and warranties made by User to Ninjavan, including but not limited to those set forth in Section 5 hereunder.
7.6 Each User hereby further agrees to indemnify and save Ninjavan, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Sites. Each User hereby further agrees that Ninjavan is not responsible and shall have no liability to you, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. Ninjavan reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Ninjavan in asserting any available defenses.
7.7 Ninjavan shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following:
a) the use or the inability to use the Sites or Services;
b) any defect in goods, samples, data, information or services purchased or obtained from a User or any other third party through the Sites;
c) violation of Third Party Rights or claims or demands that User's manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Sites may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
d) unauthorized access by third parties to data or private information of any User;
e) statements or conduct of any User of the Sites; or;
f) any matters relating to Services however arising, including negligence.
7.8 Notwithstanding any of the foregoing provisions, the aggregate liability of Ninjavan, our employees, agents, affiliates, representatives or anyone acting on our behalf with respect to each User for all claims arising from the use of the Sites or Services during any calendar year shall be limited to the greater of (a) the amount of fees the User has paid to Ninjavan or our affiliates during the calendar year and (b) the maximum amount permitted in the applicable law. The preceding sentence shall not preclude the requirement by the User to prove actual damages. All claims arising from the use of the Sites or Services must be filed within one (1) year from the date the cause of action arose or such longer period as prescribed under any applicable law governing this Term of Use..
7.9 The limitations and exclusions of liability to you under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not Ninjavan has been advised of or should have been aware of the possibility of any such losses arising.
8. Force Majeure
8.1 Under no circumstances shall Ninjavan be held liable for any delay or failure or disruption of the content or services delivered through the Sites resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
9. Intellectual Property Rights
9.1 Ninjavan is the sole owner or lawful licensee of all the rights and interests in the Sites and the Site Content. The Sites and Site Content embody trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Sites and Site Content shall remain with Ninjavan, our affiliates or licensors of the Site Content, as the case may be. All rights not otherwise claimed under the Terms or by Ninjavan are hereby reserved.
9.2 "NINJA VAN", "NINJA XPRESS", “NINJA LOGISTICS” and related icons and logos are registered trademarks or trademarks or service marks of Ninja Logistics Pte Ltd, in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.
9.3 Ninjavan may have independent third parties involved in the provision of the Services (e.g., the authentication and verification service providers). You may not use any trademark, service mark or logo of such independent third parties without prior written approval from such parties.
10. General Provisions
10.1 If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
10.2 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
10.3 Ninjavan’s failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of Ninjavan’s right to act with respect to subsequent or similar breaches.
10.4 Ninjavan shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of Ninjavan). You may not assign, in whole or part, the Terms to any person or entity.
Terms and Conditions for Parcel Delivery
When ordering Ninja’s services, you as the Sender, are agreeing on your behalf and on behalf of the Recipient and anyone else with an interest in the Parcel (each a “Party”, and collectively the “Parties”) that these Terms and Conditions shall apply to the Parcel.
i. “COD Service” means the cash on delivery service involving the collection of cash payment by Ninja (acting on behalf of the Sender) from the Recipient as part of the Delivery Service.
ii. “Delivery Service” means the delivery or logistics services provided by Ninja to the Sender to deliver the Parcel.
iii. “Delivery Working Hours” means 9am to 10pm Local Time.
iv. “Driver” means the person appointed by Ninja to pick up and/or drop off the Parcel.
v. “ePOD” means electronic proof of delivery.
vi. “Local Time” means the local time in the country where the Delivery Service is provided.
vii. “Ninja” means the member of the Ninja Van network of companies that is providing the Delivery Service to you. It also means you are contracting with the company Wall Street Courier Services Inc.
viii. “Ninja Account” means the account created by the Sender on the Ninja Sender Dashboard to create and manage delivery orders.
ix. “Ninja Sender Dashboard” means the shipper interfacing portal to create and manage delivery orders in connection with the Delivery Service.
x. “Ninja Software” means the software utilised by Ninja for the purpose of the Delivery Service, including: (i) the Ninja Sender Dashboard; (ii) the PUDO software, which manages and populates the pick-up locations and drop-off locations in connection with the PUDO Service; and (iii) the tracking software, which monitors the locations of the Drivers.
xi. “Parcel” means all documents or parcels that you, as the Sender, wishes to deliver to the Recipient.
xii. “PUDO Service” means the “Pick Up Drop Off” model of Delivery Service, involving the Drivers collecting the Parcels at Ninja-designated pick-up locations and delivering them to the Ninja-designated drop-off locations for collection by the Recipients.
xiii. “Recipient” means the recipient of the Parcel.
xiv. “Sender” means you, the person using this Delivery Service.
xv. “Working Day” means a day (other than a Sunday or gazetted public holiday) in the country in which the Delivery Service takes place.
xvi. “Affiliate” means with respect to an entity, any person directly or indirectly controlled by, controlling or under common control with that entity, where “control”means the right to exercise, directly or indirectly, more than fifty per cent (50%) of the voting rights attributable to the management of that person and/or the possession, directly, or indirectly, of the power to direct or cause the direction of the management or policies of such person. Ninja Affiliates includes its associated entities in South-East Asia and China (as appropriate).
2. THE DELIVERY SERVICE
i. Unless otherwise agreed in writing between the Parties, the Delivery Service (including the COD Service, where applicable) is provided to you in your personal capacity, and you shall not: (i) transfer or authorise the use of your Ninja Account to any other person; (ii) disclose any data or information in your Ninja Account to any other person; or (iii) resell the Delivery Service (including the COD Service, where applicable) to any other person.
ii. Ninja reserves the right to engage third parties to perform any part of the Delivery Service (including the COD Service) on its behalf.
iii. The Sender shall use the Delivery Service (including the COD Service) only for the purpose of placing the delivery orders in a legitimate and lawful manner.
iv. Ninja does not at any time hold title in or ownership of the Parcel.
i. The Sender shall pay Ninja for the Delivery Service according to the relevant fees or charges set out in the delivery order confirmation page on the Ninja Sender Dashboard (“Fee”). For the avoidance of doubt, there may be other fees applicable, including but not limited to applicable insurance fees or repackaging fees which may be invoiced to the Sender, separate from and in addition to the Fee.
ii. Ninja retains the right to revise such fees or charges at any time for any reason whatsoever (including government obligations, higher costs, or internal commercial targets) upon providing you with 30 days’ prior written notice. Ninja is under no obligation to provide any reason for such revision.
iii. Ninja retains the right to automatically apply higher revised fees if agreed volume commitments (where applicable) are not met.
iv. Ninja retains the right to charge additional fees (not limited to those referred to in Clause 3(i) above), including if the Sender provides wrong or incomplete order information (including delivery address or identity of Recipient).
i. The Sender shall pay the Fee to Ninja on a per transaction basis, based on invoice date and amount.
5. CASH ON DELIVERY SERVICE (ONLY APPLICABLE TO SHIPPERS USING COD SERVICE)
i. In the event the Sender makes a request for Ninja to collect cash payment from the Recipient during the Delivery Service process, the Sender should provide his/her bank information via https://dashboard.ninjavan.co when requesting to withdraw COD to ensure proper billing and remittance details have been provided to set up for said Service. Parties agree that it shall be the responsibility of the Sender to:
Enter all relevant information relating to the amount to be collected from the Recipient in Ninja’s Online System, which the Sender shall have access to; and
To check that the information referred to in Clause 5(i)(1) has been accurately entered into Ninja’s Online System.
ii. Parties agree that Ninja may reject any request to collect cash payment from the Recipient at its reasonable discretion should the Sender provide insufficient or incomplete information.
iii. Parties agree that in consideration for Ninja collecting cash payment from the Recipient on behalf of the Sender, Ninja shall charge and the Sender shall pay, on a per collection basis, the greater of:
3.5% or P25 whichever is higher of each cash payment collected (the “Cash on Delivery Fee”)
iv. Payment for the Cash on Delivery Service shall be made on a weekly basis based on the shipper’s withdrawal request date through the COD wallet on https://dashboard.ninjavan.co, Ninja shall:
Payout the requested COD withdrawal amount following the schedule below
Withdrawal request date Sun.-Sat. from the preceding week will be paid out to shipper the following Friday (e.g. request date: June 10, 2019/June 16, 2019, payout date: June 21, 2019)
Provide an email report detailing the respective amount of cash payments collected weekly (e.g. June 10 - 16, 2019/ June 17-23, 2019)
v. In the event that there are any disputes in the amount provided in the COD payment schedule, the Sender shall within 7 calendar days confirm or dispute the amounts provided in such COD payment schedule and Ninja shall make the necessary adjustments in the following COD payment schedule. If the Sender fails to provide any reply in 7 working days, the Parties agree that the amounts provided in such COD payment schedule shall be deemed accurate and final.
vi. Parties agree that Ninja shall remit the Cash on Delivery Fee via bank transfer to the Sender’s designated account and Ninja shall be deemed to have successfully satisfied its obligations.
vii. The Sender warrants that the bank account details provided to Ninja and/or any instruction on funds transfer to be made by Ninja in connection with the COD Service comply with the applicable Anti-Bribery, Anti-Money laundering and Countering Financial of Terrorism regulations (the “Rules”). Ninja reserves the right to terminate and/or suspend this Delivery Service (including the COD Service) with immediate effect if Ninja reasonably suspects that the Sender has breached such Rules.
6. DELIVERY PROCESS
Types of Delivery Services (all times referred are “Local Time”)
i. Standard (Destination: Metro Manila): first attempt at delivery of the Parcel within 3 Working Days at any time between 9.00 am to 10.00 pm.
ii. Standard (Destination: Outside Metro Manila): first attempt at delivery of the Parcel within 7 Working Days at any time between 9.00 am to 10.00 pm.
Commencement and Completion of Delivery Service
iii. Other than the PUDO Service, all other Delivery Services are considered to have:
commenced when the Driver collects the Parcel from the Sender and the Sender’s signed acknowledgment has been recorded in the Ninja Sender Dashboard; and
completed at the earlier of the following scenarios: (A) when the Parcel has been delivered to the Recipient; (B) when the Parcel has been returned to the Sender after three failed attempts at delivery to the Recipient; or (C) when the Parcel (or any part thereof) has been lost or damaged.
iv. The PUDO Service is considered to have:
commenced when the Driver collects the Parcel from the pick-up location where Sender dropped off the parcel; and
completed at the earliest of the following: (A) when the Parcel has been delivered to the designated drop-off location; (B) when the Parcel has been returned to the Sender after three failed attempts at delivery to the Recipient; (C) when the Parcel (or any part thereof) has been lost or damaged.
v. The ePOD is proof of the Delivery Service having taken place.
Collection or Pick-up of the Parcel
vi. The Sender is responsible for contacting and coordinating with Ninja in order to schedule a pick-up.
vii. The Driver is entitled to reject any unacceptable Parcel (as described in Clause 7 (ii)).
viii. The Sender may drop off their Parcels at a PUDO point for subsequent collection and delivery by Ninja.
Delivery of the Parcel
ix. The Driver will hand over the Parcel only if the Recipient (or any person designated to receive the Parcel on the Recipient’s behalf) is present.
x. The Driver may leave the Parcel at the Recipient’s designated address without the presence of the Recipient if the Recipient can provide the 3-digit verification code to the Driver or as otherwise instructed by the Recipient. Ninja and/or the Driver shall not be liable for any loss or damage to the Parcel in that case.
xi. Ninja will notify the Recipient if a delivery attempt is unsuccessful due to the Recipient’s absence. Ninja shall perform a second and third attempt to deliver the relevant Parcel. If the third attempt fails, Ninja will return the Parcel to the Sender and will be considered to have fulfilled its delivery obligations and retains full discretion not to refund the Fees.
Right Not to Deliver
xii. Ninja retains the right to suspend its Delivery Service for any reason whatsoever, including if the Sender:
fails to pay the Fee in full within the prescribed period in Clause 4(i) above;
is in breach of any of these Terms and Conditions;
causes material loss or damage to Ninja; and/or
is, or is about to be, insolvent or bankrupt.
xiii. Ninja reserves all rights to refuse or suspend the Delivery Service to the Sender if Ninja determines in its reasonable discretion that:
the Parcel is unacceptable (as described in Clause 7(ii));
the Parcel violates any of the Sender’s Warranties (see Clause 5(vii) and Clause 8);
the Sender is unable to pay for the Delivery Service in a timely fashion;
Ninja is unable to perform its obligations due to circumstances beyond its reasonable control (e.g. natural disasters, strikes, major traffic accidents);
the Delivery Service and/or the COD Service is used by the Sender for unlawful purposes (including bribery);
any third party (other than the Sender) has used the Sender’s Ninja Account in breach of Clause 2(i) above; or
the Sender has misled Ninja (e.g. providing incorrect operational parameters such as weights, addresses, etc., or falsifying any order or Parcel information).
i. Ninja reserves all rights to refuse delivery, refuse return, or (in the case of damage) dispose of unacceptable Parcels.
ii. A Parcel is unacceptable if:
it is hazardous, illegal, dangerous, harmful, prohibited or restricted under any applicable laws;
it is not labelled properly or does not adhere to packaging guidelines set out in Appendix 1; and/or
it contains credit/debit/ATM cards, decaying items, human or animal remains, religious artefacts, narcotics, firearms or weapons, living things, perishables (e.g. vegetables, fruits, meat, etc.), poisonous or toxic substances, examination certificates, passport and insurance documentation which are not permitted to be reproduced, cash, cheques, bills, stock certificates, securities, written drafts, original films, tapes and film material which are not permitted to be reproduced, flammable, ignitable, or volatile items (e.g. fireworks, kerosene, gas canisters, paint thinner, etc.), or
Any side (length, breadth, or height) exceeds 100cm in length, or
it is heavier than 30kg (for Metro Manila deliveries) or 10kg (for Provincial deliveries)
iii.Ninja reserves all rights to open and inspect any of the Parcels without notice for safety, security or other regulatory reasons.
iv. Ninja reserves all rights to repackage any Parcel at an additional cost to the Sender, including for reasons related to cleanliness, security or safety.
v. Ninja reserves all rights to relabel any Parcel at an additional cost to the Sender.of PHP 5 per Parcel.
Damaged or Lost Parcels
vi. Ninja reserves all rights to dispose of a damaged Parcel for reasons of safety, security or other regulatory reasons. In such event:
if the Parcel contains multiple items, Ninja will dispose of the damaged item(s) in the Parcel and only return entire salvageable item(s) to the Sender; and
Ninja’s assessment of the Parcel’s damage is final.
vii. In the event of any loss to the Parcel and if the Parcel contains multiple items, Ninja will only return the entire salvageable item(s) to the Sender.
viii. Ninja reserves all rights to insure any Parcel at an additional cost to the Sender, or to require the Sender to take up appropriate insurance in relation to the Parcel.
8. SHIPPER’S WARRANTIES
The Sender hereby represents and warrants to Ninja that:
i. it is the owner (whether legal or beneficial) of the Parcel, or is duly authorised to engage the Delivery Service in respect of the Parcel;
ii. it has complied with the packaging guidelines set out in Appendix 1;
iii. the Parcel was packed and handed over to Ninja in a secure manner without any unauthorised interference;
iv. it has complied with all applicable laws and regulations in relation to the nature, condition, packaging, handling, storage and transportation of the Parcel, and is not in violation of any of the provisions stipulated in the ASEAN Framework Agreement on Handling the Package of Goods in Delivery (Protocol 9) or any other applicable laws;
v. it has complied with all applicable customs, import, export, data protection laws, sanctions, embargoes and other laws and regulations;
vi. it has obtained all necessary consents in relation to personal data provided to Ninja including the Recipient’s data as may be required for transport, customs clearance and delivery, such as email address and mobile phone number;
vii. all information provided by the Sender or its representatives to Ninja (whether in connection with the Delivery Service or the COD Service) is true, complete and accurate;
viii. its use of the Delivery Service is legitimate, and the Sender will not deceive Ninja to enrich itself by any means (fraud or otherwise), including through events, promotions or campaigns conducted by Ninja; and
ix. it shall assist Ninja in the event of any regulatory investigations.
9. INDEMNITY AND LIABILITY
i. Ninja will provide compensation only for the damaged or lost item(s) of the Parcel, and not for the entire Parcel.
ii. Ninja shall subject a 1% declared value or Php 5.00 (whichever is higher) insurance fee to ensure item protection in cases of loss or damages.
iii. In the event that a Parcel is lost or damaged, Parties agree that Ninja shall be liable to Client for the Parcel value, if this value is declared, with a maximum cap of Php 60,000.00 per Parcel.
iv. Ninja is not liable for any damaged/lost/undelivered Parcels arising out of circumstances beyond its control. This includes:
unacceptable Parcel(s) (as described in Clause 7(ii));
the Sender violating any applicable laws and/or the Parcel being confiscated by any governmental or regulatory authorities;
hijacking, theft, or robbery of the Parcel (or any part thereof) or the consignment which the Parcel was a part of;
any “force majeure” events, such as natural disasters, explosions, wars, riots, strikes or forms of civil unrest, outbreaks of diseases, traffic obstructions, or mechanical breakdown;
breach of the Sender’s Warranties in Clause 8 above; and
inaccurate or false information provided by the Sender in connection with the Parcel (e.g. nature of Parcel, origin of Parcel, Recipient’s address, etc.).
v. Ninja will only acknowledge loss and damage claims that are submitted either within 30 days after the order was created or 72 hours after successful delivery or return of the Parcel.
vi. The Client will receive the agreed compensation within 3 weeks from such time as the relevant supporting documentation has been submitted to Ninja,
vii. The Sender shall indemnify Ninja in full and hold Ninja harmless from any and all claims, losses, damage, lawsuits, judgements, including legal fees and costs, or damage or confiscation of other shipments, that may arise due to or as a result of: (i) a breach of any of the Sender’s Warranties in Clause 5(g) or Clause 8 above; or (ii) the Parcel being an unacceptable Parcel (as described in Clause 7(b)).
viii. Ninja reserves all rights to dispose of a damaged Parcel for reasons of safety, security or other regulatory reasons. In such event:
if the Parcel contains multiple items, Ninja will dispose of the damaged item(s) in
the Parcel and only return entire salvageable item(s) to the Sender; and
Ninja’s assessment of the Parcel’s damage is final.
ix. In the event of any loss to the Parcel and if the Parcel contains multiple items, Ninja will only return entire salvageable item(s) to the Sender.
x. Ninja reserves all rights to insure any Parcel at an additional cost to the Sender, or to require the Sender to take up appropriate insurance in relation to the Parcel.
xi. Notwithstanding the above, the Sender shall ensure that all parcels are packaged adequately in accordance with the guidelines provided in Appendix 3 and meet all the requirements under Clause 18.a, failing which, Ninja shall not be liable for any loss or damage that may be caused to such parcels regardless of whether such parcels were repackaged and/or relabelled by Ninja
10. INTELLECTUAL PROPERTY RIGHTS
i. The Parties agree that Ninja remains the sole owner or licensee (as the case may be) of all intellectual property rights and know-how used by Ninja in connection with the Delivery Service and/or the COD Service, including intellectual property rights relating to the Ninja Software, and Ninja’s branding, logo or trademarks.
ii. The Sender shall not copy, replicate, license, distribute, sell or otherwise make use of the Ninja Software, or any intellectual property rights associated with the Ninja Software, Ninja’s branding, logo or trademarks.
iii. The Sender acknowledges that the Ninja Software may be interrupted, hindered or otherwise disrupted during any development or update of the Ninja Software, and that Ninja shall not be liable for any losses or damages arising thereof.
i. All communications, information and other materials in relation to these Terms and Conditions, including the prices in relation to the Delivery Service and/or the COD Service, shall be considered confidential information and shall be kept confidential by the Sender and Recipient unless compelled or required to be disclosed requirements of law.
ii. The rights and obligations of the Parties under this Clause 11 will apply even if the Delivery Service and/or the COD Service has been suspended or terminated.
12. GOVERNING LAW AND DISPUTE RESOLUTION
i. These Terms and Conditions are governed by the laws of the Republic of the Philippines.
ii. The Parties agree to submit any disputes to the non-exclusive jurisdiction of the courts of the Republic of the Philippines.
i. Ninja reserves the right, at its sole discretion, to change, modify, add or remove these Terms and Conditions from time to time, with such revised Terms and Conditions applying to the Parties.
ii. A person who is not a party to these Terms and Conditions has no right to enforce or enjoy the benefit of these Terms and Conditions.
iii. Any provision of these Terms and Conditions which is held to be illegal, invalid or unenforceable shall be severed and the remaining part of such provision and all other provisions of these Terms and Conditions shall continue to remain in full force and effect.
iv. The Sender shall not assign or transfer any of its rights and/or obligations under these Terms and Conditions, except with the prior written approval of Ninja.
14. NINJA’S CONTACTS
i. Ninja will remain contactable for all enquiries, whether from the Sender or the Recipient, through its email based on the following:
from Senders: Ninja will remain contactable for all enquiries through its designated franchise retail partners and distribution points.
i. This Agreement supersedes all prior agreements and understandings, whether oral or written, in connection therewith.
APPENDIX 1 - Packaging Guidelines
The following is a non-exhaustive list of packaging guidelines and prohibited items prepared by Ninja, which the Sender shall comply with:
(a) External Packaging: All parcels must have external packaging that covers 100% of exposed area (e.g. carton box, or polymailer), otherwise please shrink wrap or bubble wrap the entire package.
(b) Internal Packaging: Package should be packed tightly and snugly, if not please fill up the empty spaces in between with fillers such as loose newspaper, cotton wool or scrap paper.
(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 and fill up the empty space in between with fillers.
(e) Ceramics: Wrap ceramics, glass and other fragile items in protective materials (e.g. bubble wraps).
(f) Parcels should be able to withstand reasonable impact of transport handling. For parcels with sensitive exteriors such as gift boxes, ensure they are shrink wrapped or bubble-wrapped before putting them in a cupboard box.
(g) All fragile items must be labelled with a fragile sticker.
(h) Ensure that the exterior or packaging does not have any old address or tracking labels.
(i) Each parcel must have a unique tracking label.
(j) Ensure that all electronic devices are powered off, and batteries should be removed from devices if possible.
(k) When sending liquor / wine or other bottled items, please put them in an upright position and label the parcel with an “upright” sticker.