S T A R T E S K

Terms And Condition

OPERATIVE PROVISIONS

 

  1. DEFINITIONS AND INTERPRETATIONS

 

  • Definitions

 

The following words and expressions, wherever mentioned in this Framework Agreement, and in each application shall have the following meanings in the context for each of them

 

 

   “Affiliate”

in relation to a party, any other entity which directly or indirectly Controls, is directly or indirectly Controlled by or is under direct or indirect common Control with, that party from time to time

   “App”

the mobile application or the https://uae.app.tdtree.com/ website (as may be updated or modified from time to time) used by both parties to place and accept orders for Delivery Services.

“Applicable Law”

all applicable United Arab Emirates Laws, statutes, regulations and codes from time to time in force which relate to this framework agreement, and any order and the delivery services

“Charges”

the charges or prices set out in Part A of Schedule 1 payable in consideration of the full and proper performance of the delivery services

“COD”

Cash on Delivery, being the delivery Charges in respect of that Package and paid by the End Customer to the DSP at the time of Delivery

“Collection Point”

the location in which the Package should be collected from by the DSP

“Commencement Date”

the day the last party executes this framework agreement

“Confidential Information”

any and all information which is provided by one party (and/or their Affiliates) to or otherwise obtained by the other party and/or its Affiliates and its or their officers, employees or agents, whether conveyed orally, in writing, or otherwise (whether or not designated as “confidential information”), including but not limited to proprietary information, documents, financial information and information relating to that party’s systems, operations

and procedures and any information derived

 

 

 

from the above, and all information designated as confidential or which ought reasonably to be considered confidential.

“COP”

cash on pick-up, being the delivery Charges in respect of that Package and paid by the Shipper to the DSP at the time of picking up the Package

“Data Protection Laws”

all applicable Laws relating to data protection, the use of personal data and privacy

“Delivery”

the collection of the Package from the Collection Point and the transportation of the Package to the Delivery Location by the Delivery Date and Time in accordance with the instructions contained within the Order and “Deliver” shall be construed accordingly

“Deliver Date and Time”

the date and time slot for Delivery of the Package as specified by the order

“Delivery location”

the location where the package is to be delivered specified in the Order

“Delivery services”

the services performed by the DSP to effect Delivery

“End customer”

the person the whom the package is being Delivered to

“Force Majeur Event”

in relation to an Order: war, insurrection, riot, civil commotion, act or threat of terrorism; lightning, earthquake, fire, flood, storm or extreme weather condition; act of God

“Good Industry Practice”

the degree of skill, care, prudence, supervision, diligence, foresight, quality control and quality management which would (at the relevant time) be adopted by a leading provider of similar Delivery Services

 

 

“Initial Term”

the period referred to in clause 2.1 as the initial term

‘Liability”

liability arising of or in connection with this Framework Agreement or any Order, whether in contract, tort, misrepresentation, restitution, under statute or otherwise, including any liability arising from a breach of, or a failure to perform or delay in performance of, any of a party’s obligations howsoever caused including if caused by negligence.

“Order”

a contract for the supply of Delivery Services formed by the DSP and shipper in accordance with clause 4

“Packages”

any package for which Delivery Services are to be performed pursuant to an Order

“Service Credits”

in relation to any Order, the sums payable by the DSP to the Shipper for failure to achieve the Service Levels

“Term”

the period during which this Framework Agreement is in force in accordance with clause 2

“Termination Date”

the date on which this Framework Agreement expires or terminates whatever reason

 

  • Interpretation

 

  • Unless otherwise indicated, all references to months or years herein shall be deemed to refer to the Gregorian calendar and the term “clear day” shall mean a complete business day
  • References to the background section, clauses and Schedules are to the background section and clauses of and schedules to this Framework Agreement and references to paragraphs are to paragraphs of the relevant Schedule
  • The schedules form part of this Framework Agreement and will have the same force and effect as if set out in the body of this Framework Agreement and any reference to this Framework Agreement will include the Schedules
  • The background section and all headings are for ease of reference only and will not affect the construction or interpretation of this Framework Agreement
  • unless the context otherwise requires references to the singular include the plural and vice versa and references to any gender include every gender; and references to a “person” include any individual,

 

body corporate, association, partnership, firm, trust, organization, joint venture, government, local or municipal authority, governmental or supra-governmental agency or department, state or agency of state or any other entity (in each case whether or not having separate legal personality);

  • references to any statute or statutory provision will include any subordinate legislation made under it and will be construed as references to such statute, statutory provision and/or subordinate legislation as modified, amended, extended, consolidated, re-enacted and/or replaced and in force from time to time;
  • any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them;
  • to the extent only of any conflict or inconsistency arising, the order of precedence will be as follows:
    1. the provisions of any clause of this Framework Agreement;
    2. the provisions of any Schedule to this Framework Agreement; and
  • the provisions of the

 

2.        TERM

 

  • This Framework Agreement will commence on the Commencement Date and will continue for one [1] year from the Commencement Date (the “Initial Term”) and after the Initial Term for any extension period agreed by the parties in accordance with clause 2.2. This Framework Agreement may be terminated earlier in accordance with its terms.
  • Without prejudice to the rights of termination set out in this Framework Agreement, the parties may, not less than one (1) month prior to the date of expiry of the Initial Term, agree in writing to extend the term of this Framework Agreement by a period of up to twelve (12) months from the date of expiry of the Initial Term.

 

3.        SCOPE OF FRAMEWORK AGREEMENT

 

  • This Framework Agreement creates a framework whereby the DSP and the Shipper (and Shipper Affiliates) may enter into Orders for Delivery Services. Each Order will be governed by and will incorporate the terms of this Framework Agreement. An Order will only be legally binding if, at the date of the Order, this Framework Agreement has not terminated or expired. Any amendment to this Framework Agreement agreed by the Shipper and the DSP in writing and signed by their authorized signatories will apply to all Orders after the date of the agreed
  • In consideration of the payment of the Charges by the Shipper to the DSP, the DSP will perform its obligations under this Framework Agreement and each Order in compliance with the Service Levels, the terms and conditions of this Framework Agreement and each Order and all Applicable
  • The DSP acknowledges that there is no obligation on the Shipper (or any of its Affiliates) to purchase the Delivery Services from the DSP and this Framework Agreement does not constitute an exclusive arrangement between the parties and the Shipper (and its Affiliates) will be entitled to perform and/or obtain Delivery Services itself or from any third party.

 

4.        ORDER PROCESS

 

  • At any time during the Term the Shipper (and/or its Affiliates) may request an Order through the App for the supply of Delivery Services. The DSP will promptly and in any event within twenty-four (24) hours of receipt either accept or reject the request through the App. Immediately upon acceptance by the DSP, the Order is formed. If the DSP has not responded to the request within this timeframe, it will be treated as being rejected. If the DSP rejects the request, then no Order will be formed. Each Order will be a separate contract between the Shipper and the
  • The parties agree that any document or communication which is not in the form of an Order through the App will not constitute an Order and that this Framework Agreement shall govern the arrangement to the exclusion of any other terms and conditions either party may purport to
  • Each Order shall specify the Charging methodology as described in clause 14 that shall apply to the

 

5.        PACKAGING OF THE SHIPMENTS

 

  • Packaging the Packages in travel worthy packing material is the sole responsibility of the
  • Shipper shall ensure Packages handed over to DSP are in good condition and packed in travel worthy packing material, suitable for ordinary handling and
  • Shipper shall ensure Packages are not packed in non-complied
  • Packages shipped without adequate packing materials, as per DSP’s sole discretion are subject to refusal or denied any claim, in case of damages,
  • Shipper must ensure not to ship any dangerous goods or restricted items without the prior written approval by DSP.
  • Shipper also undertakes not to ship any illegal packages and shall remain solely liable for the shipment of such packages. Furthermore, Shipper indemnifies DSP of all and any claims and damages resulting in the shipment of such illegal packages
  • It is mandatory for the merchant to provide T & D Tree Services with a valid, reachable address stated clearly on

the Air Waybill. If the addressee’s address is found to be incomplete or incorrect, T & D Tree Services shall not be held accountable for not being able to deliver the Shipment under such circumstances. Examples of faulty addresses below:

  • Incorrect Postal Codes
  • Non existing apartment numbers
  • Missing information such as contact number, street name, building name

The DSP shall not be held responsible for responsible/accountable for its inability to deliver order during the allocated time for any shipment falling under the above statutes. It is very vital for the Shipper to ensure the correct spelling of all words representing the customer’s delivery address

  • Government Authorities as well as the DSP, at its own discretion may open and inspect any shipment at any time without notifying the Merchant

 

6.        DELIVERY

 

  • Delivery of the Packages will occur when the Package is received at the Delivery Location at the Delivery Date and Time. The DSP must send a delivery confirmation to the Shipper via the App. If the End Customer is not able to accept Delivery upon the first attempt, the DSP will notify the Shipper and will make a second attempt at Delivery as soon as possible. If the End Customer is still notable to accept Delivery, the DSP will notify the Shipper and make a third attempt at Delivery as soon as possible. If the End Customer is still not able to accept Delivery then the DSP shall be entitled to the return Charges indicated to in Part 1 of Schedule A and shall not be otherwise liable to the Shipper
  • The Shipper (or an Affiliate) may, by giving notice to the DSP via the App at least 12 hours before the Delivery Date and Time vary or cancel the Order. If any such variation results in an increase in the DSP’s costs of performing, or the time required for performance of the Order the DSP relationship manager will notify the Shipper relationship manager and the Shipper relationship manager will confirm if it wishes to proceed with the Order on the revised terms. If the Shipper cancels any Order in accordance with this clause 6.2 it shall not be liable for any Charges whatsoever in respect of the cancelled Order. The Shipper shall be liable to pay the Charges in full for any Delivery Services cancelled after this
  • The Shipper must notify the DSP in case of change in any of the delivery pickup locations as soon as this change has taken effect. The Shipper shall be solely responsible for any delays in shipment delivery resulting from the Shipper not informing the DSP of such change in delivery pickup
  • The DSP assumes no responsibility for the quality of the goods shipped by the shipper. In the event that the shipment is lost, damaged or missing any elements, the shipper must complete the appropriate and correct claim form to ensure that the DSP has all the information necessary to process the claim and resolve the situation as quickly as possible. If the DSP is found responsible for the lost / damaged shipment, he will bear the full value of the invoice amount in addition to the delivery fee if it is paid. All claims must be submitted to the DSP’s account holder within one week
  • The DSP Shall:
    • not deliver the Packages under one Order by separate instalments unless the Order for those Packages specifies that instalments are permitted, in which case DSP will invoice the price for each instalment separately in accordance with clause 14 and the Shipper will be entitled, at its sole discretion, to exercise its rights and remedies in respect of the relevant instalment or the whole Order;
    • Deliver the Packages in the quantities and multiples specified in the Order;
    • Deliver the Packages by the Delivery Date and Time;
    • load the Packages at the Collection Point and off-load the Packages at the Delivery Location;
    • use transportation that is properly registered to be used for this purpose, lawfully owned or leased by the DSP, suitable to such use and maintained to Good Industry Practices and all Applicable Laws;
    • allocate sufficient resources to provide the Delivery Services and use appropriately qualified, trained and experienced personnel who have been confirmed to not hold any criminal record anywhere in the world;
    • comprehensively perform, manage and provide the Delivery Services using and in accordance with Good Industry Practice or, where the required standard is higher, using all due skill, care, diligence and expertise and to the best of its ability;

 

  • meet or exceed the Service Levels in its provision of the Delivery Services and if the DSP is concerned that it may not meet a Service Level then it will notify the Shipper immediately or as soon as possible and make payment of any Service Credits that are due;
  • where required by the Order, collect the purchase price of the Package from the End Customer in cash and, remit such monies to the Shipper’s nominated payment agent as explained in the Part 1 of schedule A
  • The Shipper undertakes that
    • The Packages are marked with the Delivery Location and in accordance with any Applicable Laws and requirements of any carrier; and are properly packed and secured as per the clauses in section 5 so as to reach the Delivery Location in an undamaged condition;
    • the Package is accompanied by a prominently displayed delivery note which shows the Order number, date of Order, type and quantity of Packages, code numbers of Packages (if applicable), any special delivery instructions and, where Delivery by instalments is permitted under clause 6.5.1 the outstanding balance of Packages remaining to be delivered; and
    • on or before Deliver, to provide the DSP in writing with a list by name and description of any dangerous, harmful or potentially harmful properties or ingredients in the Packages

 

7.        RTO PROCEDURE

 

  • RTO (“Return to Origin”) of a shipment, shall be done based on either the instructions of Shipper or as an agreement by both parties together provided that the shipment is being held beyond a reasonable period or after several unsuccessful delivery attempts. RTO of shipments can be due to the following reasons, but not limited to:
  1. The shipper has requested RTO,
  2. The shipper’s customer refuses to accept the shipment,
  3. The shipper’s customer refuses to pay charges applied to the shipment against duties, taxes, freight on delivery, cash on delivery, labor charges, additional handling charges, etc.,
  4. The shipper’s customer has moved from the address shown on the waybill or the address is incomplete/incorrect, and the Shipper is unable to obtain the correct delivery address,
  5. The shipper’s customer refuses to provide documentation required for the clearance and/or receipt of the shipment,
  6. Shipper tried 3 delivery attempts without success,
    • If a shipment is returned for any of the aforementioned, the Shipper must pay the return charges as listed in Schedule 1
    • Shipper must acknowledge receipt of RTO

 

8.        REPRESENTATIONS AND WARRANTIES

 

  • Each party represents and warrants to the other that:
    • it is duly organized and validly existing under the laws of its incorporation, and has full power and authority to enter into this Framework Agreement and to perform its obligations;

 

  • the execution, delivery and performance by the parties of this Framework Agreement , Order and the acts and transactions contemplated herein do not and will not, violate, conflict with, require any consent under or result in a breach of or default under the Applicable Law;
  • it and any person who carries out part of the Delivery Services at all times, has and will have all registrations, licenses, consents, permits, approvals, and authorizations as required by any Applicable Law or any competent authority throughout the Term;
  • it is not subject to any contractual obligation compliance with which will be likely to have an adverse effect on its ability to perform its obligations under this Framework Agreement or any Order.
  • Each time an Order is entered into, the representations and warranties in clause 8.1 are deemed to be repeated in that
  • The DSP acknowledges that it has sufficient information about the Shipper (and its Affiliates) and that it has made all appropriate and necessary enquiries to enable it to supply and perform the Delivery Services

 

9.        LICENSE GRANTS & RESTRICTIONS

  • The DSP hereby grants the Shipper a non-exclusive, non-transferable, right to use the Software (The App) and delivery services, solely for the Shipper’s company purposes, subject to the terms and conditions of this Framework Agreement. All rights not expressly granted to the Shipper are reserved by the DSP and its licensors.
  • The shipper shall not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Software and delivery service in any way; modify or make derivative works to the Software; create internet “links” to the Service or “frame” or “mirror” the Software on any other wireless or internet-based device; reverse engineer or access the Software in order to build a competitive product or service or build a product using similar ideas, features, functions or graphics to the Software

 

10.   INTELLECTUAL PROPERTY OWNERSHIP

  • The DSP alone (and/or its licensors where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Software (the App) and delivery service and any suggestions, ideas, enhancements, requests, feedback, recommendations or other information provided by the Shipper or any other party relating to the Software & delivery
  • This Framework Agreement is not a sale Agreement and does not convey to the shipper any rights of ownership in or related to the Software & delivery services, or any intellectual property rights owned by the DSP. The DSP name, the DSP logo and the product names associated with the Software & delivery services are trademarks of the DSP or third parties, and no rights or license is granted to use them

 

11.   THIRD PARTY INTERACTIONS

  • During the use of the Software & delivery services, the Shipper may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third-party service providers, advertisers or sponsors showing their goods and./or services through the Software & delivery services. Any such activity, and any terms, conditions, warranties, or representations associated with such activity, is solely between the Shipper and the applicable third party. The DSP and its licensors shall have no liability,

 

obligation, or responsibility for any such correspondence, purchase, transaction or promotion between the Shipper and any such third-party

  • The DSP does not endorse any sites on the Internet that are linked through the Service or Software & Delivery service, and in no event shall the DSP or its licensors be responsible for any content, products, services, or other materials on or available from such sites or third-party providers

 

12.   LIABILITIES NOT ASSUMED

  • The DSP will not be liable for any damages for loss, late delivery, or damage as a result of misinformation by the
  • The DSP will not be liable for any delays due to customs clearance or government authorities’ procedure
  • The DSP will not be held liable for any information that may be stored in magnetic tapes, files, or any other storage media when in government authority custody
  • The DSP will not be held liable for any damages caused by insufficient packaging. The shipper should be aware that fragile items such as florescent tubes, neon lights, neon sign boards, X-ray tubes, laser tubes, flat monitors and light bulbs should be packed properly before dispatch
  • The DSP should not be held accountable for its inability to reach the recipient due to incomplete or inaccurate addresses or lack of documentation
  • The DSP should not be held liable to release a shipment in case custom duties or taxes were not paid
  • The DSP should not be held responsible for shipments whose contents are perishable and liable to leak. If shipment was rejected by recipient because it is leaking or damaged, the shipment if possible, will be returned to the sender who shall pay the return charges
  • No damages will be paid by the DSP to the Shipper in any of the aforementioned events mentioned in clauses 12.1 to 7

 

13.   RELATIONSHIP BETWEEN THE SHIPPER AND THE DSP

  • The Shipper acknowledges that it is an independent contractor and not an employee, owner, joint venture, partner, or agent of the DSP and that there is no employment agreement between the Shipper and the DSP
  • In addition, the Shipper further understands and agrees that it has no authority to bind the DSP and it will not make any representations to any party that the Shipper has the authority to bind the DSP, as an employee, partner or otherwise

 

14.   CHARGES AND PAYMENTS

 

  • The Charges for the Delivery Services will be the agreed rates as set out in Schedule 1. Subject to the DSP performing its obligations in accordance with the terms of the relevant Order, the Shipper will pay the Charges for the Delivery Services supplied under that Order in accordance with this clause
  • The Charges shall be paid in one of the following methods:
    • Cash On Delivery (COD), and in this case, the End Customer shall pay the Delivery Charges directly to the DSP – as specified in Part A of Schedule 1- at the time of the Delivery and this shall be in total discharge of any liability that the Shipper has to make payment of the Charges. Upon receipt of the COD, the DSP shall send a receipt via the App regarding the Delivery

 

  • COP, and in this case, the shipper shall pay the Delivery Charges directly to the DSP and this shall be in total discharge of any liability that the Shipper has to make payment of the Charges. Upon receipt of the COP, the DSP shall send a receipt via the App of receiving
  • For prepaid orders/shipments, and if such orders are mixed with COD orders, then the delivery service fees are paid by deducting these fees from the total COD amount. If the orders are prepaid only (not mixed with COD orders), then the delivery service fees are transferred to the DSP’s bank account on a weekly basis [as mentioned in clause 14.3.2 below], in which case the DSP provides bills to the charger [on the last day of each week] in
  • Payment terms:
    • Payment of the charges is to be deducted weekly from the COD charges, and in this case the DSP will submit invoices to the Shipper [on the last day of each week] in arrears. The DSP will provide such supporting information with an invoice as may be reasonably required by the Shipper. Each invoice will be a valid VAT invoice and contain; the Order reference number, a description of the Delivery Services to which it relates; and a separate calculation of the
    • For prepaid orders/shipments which delivery fees exceed the full COD amount or in the absence of any COD balance, then the shipper must transfer those fees [or the balance remaining after deducting the amount of the COD that the DSP has] to the DSP’s bank account weekly, during a period – not exceeding – a week from the date the DSP issues the invoices, in which case the delivery service provider submits those invoices to the shipper [on the last day of each week] in arrears. This delivery service provider provides supporting information with the invoice that the shipper may reasonably request. Add to each VAT invoice and contain: the order reference number; A description of the delivery services to which they relate; A separate VAT
    • Any bank charges related to COD transfer or transfer to delivery service fees for prepaid orders will be borne by the shipper
    • To clear certain shipments through customs, the DSP may be required to pay in advance on behalf of the Shipper as assessed by customs employees. Any Duty, Taxes or Government levy shall be billed to the Shipper within 15 days from the date the shipments were dispatched
  • If the Shipper, on bona fide grounds, disputes any part of an amount charged, invoiced or collected by the DSP (a “Disputed Sum”), the Shipper will, as soon as reasonably practicable, notify the DSP in writing of such dispute giving details of the dispute and:
    • the Shipper will, if applicable, pay that part of the invoice which is not the Disputed Sum;
    • the Shipper and the DSP will negotiate in good faith to resolve the dispute, but if a resolution cannot be reached within fifteen (15) days of the Shipper giving notice under this clause, then clause 23 of the Framework Agreement will apply to the dispute;
    • the DSP will provide all such information and evidence as may be reasonably necessary to verify the Disputed Sum; and
    • following resolution of the dispute, the Shipper will, within [thirty (30)] days, pay to the DSP that part of the Disputed Sum (if any).
  • Notwithstanding any purported contrary appropriation by the DSP, the Shipper will be entitled, by giving written notice to the DSP, to appropriate any payment by the Shipper to any invoice issued by the
  • Shipper to notify DSP on any lost or damaged or disputed shipments within fifteen (15) days after delivery or return date to shipper, else DSP shall not be liable for any claims pertaining to the said

 

15.   VALUE ADDED TAX

 

15.1. Any sum payable under this Framework Agreement or any Order shall include the VAT (and any other similar or equivalent taxes, duties, fees and levies imposed from time to time by any government or other authority) which shall be paid in addition to that sum, in the manner and at the rate prescribed by law from time to time, subject to receipt by the paying party of a valid VAT invoice (where VAT is chargeable).

 

16.      SET-OFF

 

16.1. Save as otherwise expressly provided in this Framework Agreement, under any Order or required by law, all payments to be made under this Framework Agreement or under any Order by the DSP will be made in full and without any set-off or any deduction or withholding including on account of any counter-claim

 

17.   FORCE MAJEUR

 

  • Neither the DSP nor the Shipper (or any of its Affiliates) will be in breach of this Framework Agreement or an Order or otherwise be liable to the other for any failure to perform or delay in performing its obligations to the extent that such failure or delay is due to a Force Majeure Event affecting this Framework Agreement or that Order (as the case may be) provided that the affected party notifies the other party of the Force Majeure Event immediately together with its likely duration and uses all reasonable endeavors to limit the effect of the delay
  • Regardless of the terms of this clause, the DSP has effective contingency plans to ensure that the supply of delivery services is maintained if there is a break (including IT systems failure) in the DSP’s operations and this interruption will not be considered a force majeure

 

18.   CONFIDENTIALITY AND DATA EXCHANGE AND INTEGRATION

 

  • Each party undertakes that it shall not at any time disclose to any person any Confidential Information, except:
    • to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Framework Agreement and/or Order and each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s Confidential Information comply with this clause 18;
    • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; and
    • as may be required in order to comply with the terms and conditions governing the use of the
  • No party shall use the other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this
  • Neither party will use the name, logo, or trademark of the other party without the prior written consent of that party.
  • Each party will comply at all times with Data Protection Laws and shall use any data it receives under this Framework Agreement and/or Order only to the extent necessary to perform its
  • Shipper must integrate and use the App provided by DSP to create waybills, wherever

 

  • DSP reserves the right to provide Web tools to Shipper and update those at its
  • Each request for the delivery of an Item (and collection of COD amounts where relevant) shall be provided to DSP by the shipper through the
  • Any delivery request that is not properly integrated in the App might be subject to refusal
  • DSP shall provide training to Shipper on the usage of Web Tools, at no additional cost. Such training shall be restricted to a maximum number of ‘2’ of the Shipper’s
  • The shipper shall notify the delivery service provider in the event of any technical failure or the handling of a failure

 

19.   SERVICE LEVEL AGREEMENT

 

  • DSP Shall use its best efforts to perform its delivery requests as per the service level agreement terms set out in schedule 2
  • DSP shall promptly inform the Shipper should DSP be at risk of not performing the delivery requests within the agreements as set out in the schedule 2
  • The Shipper shall immediately inform DSP in the event of the occurrence of any technical failures in the App in order for DSP to address and remedy
  • The DSP shall provide complete call in-bound and out-bound call center support

 

20.   CONTRACT MANAGEMENT

 

20.1. Within [fourteen (14)] days from the Commencement Date each party will nominate a relationship manager for the purposes of this Framework Agreement and will give written notice to the other party of their identity and contact details. If a party replaces its relationship manager at any time, whether on a temporary or permanent basis, that party will promptly give written notice to the other party of the identity of and contact details of the replacement relationship manager. Each relationship manager will be responsible for liaising with the other relationship manager on the operational management of Orders, should this be necessary

 

21.   TERMINATION

 

  • Either party may terminate this Framework Agreement at any time by giving not less than [forty five (45)] days’ written notice to the other
  • If a party commits a material breach of this Framework Agreement which cannot be remedied or which can be remedied but fails to remedy that breach within thirty (30) days, the other party may terminate this Framework Agreement immediately by giving notice to that effect to the party in breach
  • Either party may immediately terminate this framework agreement by sending written notice of this purpose to the other party if the other party becomes With each party retaining its right in case of financial dues.
  • The expiry or termination for whatever reason:
    • of this Framework Agreement will not affect the continuation of any Orders which are in existence at the time of such expiry or termination; and

 

  • of an Order will not, in and of itself, give rise to an expiry or termination of any other Order or this Framework Agreement unless expressly provided for in this Framework Agreement or the relevant termination notice (if applicable) as such, the DSP will continue to perform any Orders until such time as the applicable Order is fully performed or is cancelled pursuant to any right of the Shipper to cancel the
  • If an Order extends beyond the Term, the provisions of this Framework Agreement will survive expiry or termination and continue to govern such Order.
  • Following the Termination Date of this Framework Agreement and/or Order those provisions which expressly or impliedly continue to have effect after expiry or termination will continue in force; and all other rights and obligations under this Framework Agreement will immediately cease without prejudice to any rights, obligations, claims (including claims for damages for breach) and liabilities which have accrued prior to the Termination
  • The rights of termination set out in this clause 16 are without prejudice to that party’s other rights or remedies under this Framework Agreement or

 

22.   GENERAL

 

  • Neither party will make any announcement about or related to this Agreement or any Order, or permit any such announcement to be made, without the prior written consent of the other
  • Each party will only be entitled to assign transfer, charge, hold on trust for any person or deal in any other manner with any of its rights under this Framework Agreement or under any Order if it has obtained the prior written consent of the other party to do so (such consent not to be unreasonably withheld, delayed or made conditional).
  • Any notice given under this Framework Agreement must be properly addressed to the party to be notified and delivered to or left at that party’s registered address by hand or by courier, or at such other address notified by that party to the other for such purposes. Any such notice delivered by hand or by courier shall be deemed delivered at the time of delivery, save that if any such delivery is outside normal business hours it shall be deemed to be served at 9.00am on the next business
  • This Framework Agreement and each Order constitute the entire agreement between the parties and supersede any prior agreement or arrangement in respect of their respective subject matter and neither party has entered into this Framework Agreement in reliance upon, and it shall have no remedy in respect of, any representation or statement (whether made by the other party or any other person) which is not expressly set out in this Framework Agreement. The only remedies available for breach of any representation or statement which was made prior to entry into this Framework Agreement and which is expressly set out in this Framework Agreement shall be for breach of contract. Nothing in this clause shall be interpreted or construed as limiting or excluding the liability of either party for fraud or fraudulent misrepresentation
  • A delay in exercising or failure to exercise a right or remedy under or in connection with this Framework Agreement or with any Order will not constitute a waiver of, or prevent or restrict future exercise of, that or any other right or remedy, nor will the single or partial exercise of a right or remedy prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right, remedy, breach or default will only be valid if it is in writing and signed by the party giving it and only in the circumstances and for the purpose for which it was given and will not constitute a waiver of any other right, remedy, breach or default.

 

  • If any term of this Framework Agreement or of any Order is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term will be deemed to be severed from this Framework Agreement and/or the affected Order and this will not affect the remainder of this Framework Agreement and/or Order which will, in each case, continue in full force and
  • Nothing in this Framework Agreement or in any Order and no action taken by the parties in connection with either of them will create a partnership or joint venture or relationship of employer and employee between the parties or give either party to any of them authority to act as the agent of or in the name of or on behalf of the other party or to bind the other party or to hold itself out as being entitled to do
  • Each party agrees that it is an independent contractor and is entering into this Framework Agreement and into each Order as principal and not as agent for or for the benefit of any other person. This Framework Agreement may be executed in any number of counterparts, each of which will constitute an original, but which will together constitute one agreement
  • This framework agreement may be implemented in any number of identical copies, each of which will constitute an original, but together will constitute one agreement
  • The shipper agrees to all the terms and conditions listed in the price card document attached to this contract and which the delivery service provider sent to the shipper via e-mail along with this contract

 

23.   GOVERNING LAW

 

  • This Framework Agreement, each Order and any non-contractual obligations arising out of or in connection with any of them will be governed by the laws of the United Arab Emirates. The courts of the Dubai shall have exclusive jurisdiction to determine any dispute arising out of or in connection with this Framework Agreement or any Order