Terms & Conditions
1
MERCHANT AGREEMENT
Easy2fast PLATFORM AND LOGISTICS MANAGEMENT SOLUTION
This Merchant Agreement (“Agreement”) is between you company/
individual/ firm/ partnership/ body corporate), together with any company or other business
entity you are representing, if any (hereinafter collectively referred as “Merchant” or “you” or
“User”); A company registered under the Companies Act, 1956, having its registered office at G
251 Second Floor Leonard Shopping, Yogi Chowk, Surat. offering „Logistics Management
Services‟, under the name „Easy2fast‟ (hereinafter referred to as “BFRS” or “we” or “Easy2fast” or
“Company”, and together with the User referred jointly as the “Parties” and individually as a
“Party”).
BACKGROUND
This Agreement comes into effect when you register to use the Services (as defined below), or
click on “Continue” box, and accept the terms and conditions provided herein.
By registering or clicking on the „Continue‟ box, you signify your absolute, irrevocable and
unconditional consent to all the provisions of this Agreement in its entirety. This Agreement
constitutes a legally binding agreement between you and BFRS. This Agreement defines the
terms and conditions under which you‟re allowed to use the Easy2fast‟s website (“Website”)
andEasy2fast‟s mobile application (“Mobile App”), and how BFRS will treat your account while
you are a member. If you have any questions about our terms, feel free to contact us at
support@easy2fast.com
You are advised to read this Agreement carefully. You expressly represent and warrant that you
will not avail the Services if you do not understand, agree to become a party to, and abide by all
of the terms and conditions specified below. Any violation of this Agreement may result in legal
liability upon you.
The Website/ Mobile App and the online/ offline services of BFRS or its affiliates, provides access
to a platform that facilitates more comfortable form of e-commerce where you can use the
logistics services according to your requirements within India and in countries designated by
BFRS from time to time (“Service(s)”).
This Agreement, among other things, provides the terms and conditions for use of the Services,
primarily through a web-based practice management software hosted and managed remotely
through the Website/Mobile App.
This Agreement is an electronic record in terms of Information Technology Act, 2000 and
generated by a computer system, and does not require any physical or digital signatures. This
Agreement is published in accordance with the provisions of Rule 3(1) of the Information
Technology (Intermediaries guidelines) Rules, 2011 that require publishing of the rules and
regulations, privacy policy and terms of usage for access or usage of the website/ service.
2
BFRS reserves the right to modify the terms of this Agreement, at any time, without giving you
any prior notice. Your use of the Service following any such modification constitutes your
agreement to follow and be bound by the terms of the Agreement, as modified.
Any additional terms and conditions, standard operating procedures (SOPs), service-level
agreements (SLAs), termsof use, disclaimers and other policies applicable to general and specific
areas of this Agreement, Website, Mobile App and/or Service shall be construed to form an
integral part of this Agreement and any breach thereof will be construed as a breach of this
Agreement.
Your access to use the Services will be solely at the discretion of BFRS.
1. USER ACCOUNT USAGE
This Agreement is a master agreement which governs the relationship between
the Parties in relation to one or more Services that are offered by BFRS to the User, inter-alia as per
the terms and specifications mentioned in Annexure-A (Easy2fast Service Specifications). BFRS
authorizes the User to view and access the content available on the Website/Mobile App solely for
ordering, receiving, delivering and communicating as per this Agreement. The contents of the
Services, information, text, graphics, images, logos, button icons, software code, design, and the
collection, arrangement and assembly of content on the Website and Mobile App (collectively,
"BFRS Content"), are the property of BFRS and are protected under copyright, trademark and
other laws. User shall not modify the BFRS Content or reproduce, display, publicly perform,
distribute, or otherwise use the BFRS Content in any manner, without the consent of BFRS.
User shall not transfer or share (including by way of sublicense, lease, assignment or
other transfer, including by operation of law) their log-in or right to use the Service to any third
party. The User shall be solely responsible for the way anyone you have authorized to use the
Services and for ensuring that all of such users comply with all of the terms and conditions of this
Agreement. Any violation of the terms and/or conditions of this Agreement by any such user shall
be deemed to be a violation thereof by you, towards which BFRS shall have no liability or
responsibility.
Multiple users are not permitted to share the same/single log-in. You agree and
understand that you are responsible for maintaining the confidentiality of passwords associated
with any log-in you use to access the Services.
You agree that any information you give to BFRS will always be true, accurate,
correct, complete and up to date, to the best of your knowledge. Any phone number used to
register with the Service be registered in your name and you might be asked to provide
supporting documents to prove the same.
You agree that you will not use the Services provided by BFRS for any
unauthorized and unlawful purpose. You will not impersonate another person to any of the
aforesaid.
3
You agree to use the Services only for purposes that are permitted by: (a) the
terms of usage as outlined herein; and (b) any applicable law, regulation and generally accepted
practices or guidelines in the relevant jurisdictions (including any laws regarding the export of
goods, data or software to and from India or other relevant countries).
You agree not to access (or attempt to access) any of the Services by any means
other than through the interface that is provided by BFRS, unless you have been specifically
allowed to do so in a separate agreement with BFRS.
You agree that you will not engage in any activity that interferes with or disrupts
the Services (or the servers and networks which are connected to the Services).
You agree that you are solely responsible for (and that BFRS has no responsibility
to you or to any third party for) any breach of your obligations under this Agreement and for the
consequences (including any loss or damage which BFRS may suffer) of any such breach.
You expressly acknowledge and agree that your use of the Services is at your sole
risk and that the Services are provided “as is” and “as available”, and BFRS at its discretion, will
provide any customization or modification.
You agree that this Agreement and the Services of BFRS form a part of subject to
any modification or be removed by BFRS with change in government regulations, policies and
local laws as applicable.
2. FEES AND PAYMENT
Subject to the provisions of this Agreement, the User will pay BFRS the fees and
other amounts set forth in this Agreement, or as otherwise agreed by the Parties.
BFRS may add new services for additional fees and charges or may proactively
amend fees and charges for existing services, at any time in its sole discretion. Fees stated prior to
the services being provided, as amended at BFRS‟s sole discretion from time to time, shallapply.
If you purchase any subscription based paid service, you authorize BFRS to charge
you applicable fees at the beginning of every subscription period or at such intervals as applicable
to the said service, and you authorize BFRS make such modification to the fee structure as
required and also agree to abide by such modified feestructure.
You agree that the billing credentials provided by you for any purchases from
BFRS will be accurate and you shall not use billing credentials that are not lawfully owned by
you.
4
The User agrees to pay all subscription fees, service fees and other fees applicable to
User‟s use of Services or any other services which are beyond the scope of the Services and/or this
Agreement, and the User shall not (directly or indirectly) circumvent the fee structure.
The User is solely responsible for payment of all taxes, legal compliances, and
statutory registrations and reporting under applicable law. BFRS is in no way responsible for any
of the User‟s taxes or legal or statutory compliances.
Unless otherwise specified, all fees shall be exclusive of taxes, and Goods and
Service tax and other statutory taxes, as applicable, shall be levied on every purchase/Service.
The payment process would be considered to be complete only on receipt of full
fees and all other charges (as payable) into BFRS‟s designated bank account.
If applicable, BFRS shall raise an invoice for the Services and the freight amount
(if payable) twice in a calendar month (preferably in mid of the month and end of the month).
The invoice shall be available on the billing / payments section of the User‟s dashboard on BFRS
platform.
The User shall be required to clear the invoice within 7 (seven) days from the date
of the invoice. Terms of payment for the pre-paid accounts have been specified in Clause 4 of
Annexure A.
If the User fails to pay the full invoice amount in accordance with the time period
mentioned above, BFRS will have the right to:
(i) retain the amounts received from the end customer of the User through the cash on
delivery method (“COD Amount”), and/or
(ii) retain the custody of the Easy2fast of the User which are in the possession of BFRS
logistics partner(s), and/or
(iii) levy an interest of 18% per annum from the due date of payment, till such time that
the User makes entire payment towards the invoice, and/or
(iv) forfeit the security deposit amount of the User (if any) lying with BFRS. Without
being prejudice to the above, the User hereby agrees that it shall become liable to pay the
freight charges as soon as a shipment is picked up by the BFRS courier partner, and that
BFRS shall have a right to recover such freight charges from the User (for all the
Easy2fast which have been picked-up/shipped however which have not been invoiced)
as per the various modes agreed under this Agreement, including but not limited to
retaining the COD Amounts for the Easy2fast of the User.
5
In the event the User closes its account with BFRS, or this Agreement expires or is
terminated, BFRS will deduct the Fees and the freight amounts due to it from the User, from the
COD Amount. BFRS shall, thereafter, remit the remaining COD Amount after such deduction,
within 10 (ten) days from the date of such closure/expiration/termination, subject to
reconciliation and completion of all the Easy2fast and transactions pertaining to the User/his
account. In the event, the COD Amount falls short of the outstanding amount payable by the
User, the User shall within 5 (five) days from the date of such closure/expiration/termination pay
the outstanding amount to BFRS, and until the payment of the entire outstanding amount, BFRS
shall retain the custody of the Easy2fast of the User which are in the possession of BFRS logistics
partner(s). In the event of any delay in payment of outstanding amount by the User (as required
under this clause), BFRS shall have a right to levy an interest of 18% per annum on the
outstanding amount from the due date of payment till the date of actual payment and/or to forfeit
the security deposit amount of the User (if any) lying with BFRS.
Save as otherwise stated in this Agreement, for any claims by the User regarding
non- connectivity of the shipment (i.e. where the User is claiming that the shipment has been
picked up but not connected) - the signed copy of the manifest sheet of the pick up against the
disputed shipment has to be submitted along with the claim request by the User within 3 (three)
days from the pickup date. Without the signed manifest any such request shall not be considered
valid.
The User agrees that in case of Easy2fast booked under Cash on Delivery (“COD”),
BFRS logistics partner shall collect cash, as per the instructions of BFRS from the consignee as per
the details mentioned on the COD order form and remit/reimburse the amount to BFRS which
then forthwith would be reimbursed to the User. However, BFRS shall not be held liable in case
the COD amount has been delayed or misplaced by the courier company. The User shall seek its
claim, loss or any damages suffered from the courier company directly, and in no way shall
recover from BFRS or hold BFRS liable for the same. In this regard, the User agrees that BFRS
shall have the right to deduct the freight charges from the COD Amounts received by BFRS, and
then remit/reimburse the balance amount to the User.
BFRS may, from time to time, in its sole discretion, provide/allocate a credit limit
to the User for the Services, which can be used by the User within a specified time period. In this
regard, the User hereby acknowledges and agrees to pay the service fees and all other amounts
(payable by it pursuant to this Agreement), and in the event User fails to timely pay the same,
BFRS shall have an unconditional and irrevocable right, in addition to other rights and remedies
available under this Agreement elsewhere, applicable law or otherwise, to recover the unpaid fees
and amounts from the user inter alia by way of: (a) retaining the COD Amounts; and/or (b)
retaining the custody of the Easy2fast of the User which are in the possession of BFRS logistics
partner(s); and/or (c) forfeit the security deposit amount of the User (if any) lying with BFRS.
6
BFRS reserves the right to modify the fee structure by providing a 30 (thirty) days‟
prior notice, either by notice on your dashboard or through email to the authorized User, which
shall be considered as valid and agreed communication. Upon the User not communicating any
negative response/objection to BFRS to such notice, BFRS shall apply the modified Fee structure
effective from the expiry of the said notice period.
In order to process the fee payments, BFRS might require details of User‟s bank
account, credit card number and other such financial information. Users shall be responsible to
maintain the confidentiality of such information provided by Users.
You can cancel your access to the Services using any of the cancellation methods
listed in the Annexures or by contacting our customer support by email at support@easy2fast.com
The one time set-up fees shall not be refunded to the User.
3. LIABILITY
BFRS shall not be responsible or liable in any manner to the Users for any losses,
damage, injuries or expenses incurred by the Users as a result of any action taken by BFRS, where
the User has consented for the same.
BFRS does not provide or make any representation, warranty or guaranty, express
or implied about the Services. BFRS does not verify any content or information provided by Users
and to the fullest extent permitted by law disclaims all liability arising out of the User‟s use or
reliance upon the Services.
The Services of BFRS may be linked to the services of third parties, affiliates and
business partners. BFRS has no control over, and not liable or responsible for content, accuracy,
validity, reliability, quality of such services or made available by/through our Services.
Notwithstanding anything contrary provided in this Agreement, in no event,
including but not limited to negligence, shall BFRS, or any of its directors, officers, employees,
agents or content or service providers (collectively, the “Protected Entities”) be liable for any
direct, indirect, special, incidental, consequential, exemplary or punitive damages arising from, or
directly or indirectly related to, the use of, or the inability to use, the Services or the content,
materials and functions related thereto, User‟s provision of information via the Services, lost
business or lost sales, even if such Protected Entity has been advised of the possibility of such
damages. In no event shall the total aggregate liability of the Protected Entities to a User for all
damages, losses, and causes of action (whether in contract or tort, including, but not limited to,
negligence or otherwise) arising from the terms and conditions of this Agreement or a User‟s use
of the Services exceed, in the aggregate INR 5, 000 (Indian Rupees Five Thousand) only.
In no event shall the Protected Entities be liable for failure on the part of the
Users to provide agreed Services. In no event shall the Protected Entities be liable for any activity
in relation to the Services provided to a User.
7
The Protected Entities shall not be liable for any act or omission of any other
person/ entity furnishing a portion of the Service, or from any act or omission of a third party,
including those vendors participating in the Services, or for any unauthorized interception of
your communications or other breaches of privacy attributable in part to the acts or omissions of
the User or third parties, or for damages associated with the Service, or equipment that it does not
furnish, or for damages that result from the operation of the User provided systems, equipment,
facilities or services that are interconnected with the Service.
BFRS shall be, in no manner liable to remit the Cash-on-Delivery (COD) that is to
be received as payment by the User in case of forcible snatching of the delivery package. Such
incidents/cases shall be the sole responsibility of the User and the User is liable to initiate actions
to resolve such incidents, if any, on its own, including but not limited to legal processes.
The User undertakes to resolve the disputes raised, if any, by the buyer(s) within a
period of 24 hours from the raising of such dispute(s). Failure to do so shall enable/authorise BFRS
to hold the COD remittance, till the time such dispute(s) is rectified by theUser.
4. GENERAL REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants to the other Party that:
(a) it has all necessary rights, powers and authority to enter into and perform this
Agreement; and
(b) the entrance and performance of this Agreement by it shall not violate any
applicable law and shall not breach any agreement, covenant, court order,
judgment or decree to which such Party or by which it is bound.
5. INDEMNITY
The User (“Indemnifying Party”) hereby agrees to indemnify, defend and hold
BFRS, its affiliates, officers, directors, employees, contractors, sub-contractors, consultants,
licensors, other third party service providers, agents and representatives (“Indemnified Party”)
harmless from and against claims, demands, actions, liabilities, costs, interest, damages and
expenses of any nature whatsoever (including all legal and other costs, charges and expenses)
incurred or suffered (directly or indirectly) by the Indemnified Party, on account of: (a)
Indemnifying Party‟s access to or use of Services; (b) violation of this Agreement or any terms of
use of the Services by the Indemnifying Party (and/or its officers, directors and employees); (c)
violation of applicable law by the Indemnifying Party (and/or its officers, directors and
employees); (d) wrongful or negligent act or omission of the Indemnifying Party (and/or its
officers, directors and employees); (e) any third party action or claim made against the
Indemnified Party, by reason of any actions undertaken by the Indemnifying Party (and/or its
officers, directors and employees); and (f) any duties, taxes, octroi, cess, clearance charges and any
other charge/levy by whatsoever name called, levied on the Easy2fast.
8
The User undertakes to fully indemnify and hold the third party providing
shipping and courier services (“Courier Company”) and Indemnified Party harmless in case of any
breach of security procedures, breach of any term or condition of this Agreement, or breach of
any applicable law, by the User (and/or its officers, directors and employees) and / or by its
customers.
BFRS will notify the User promptly of any such claim, loss, liability, or demand,
and in addition to the User foregoing obligations, the User agrees to provide BFRS with all
reasonable assistance, at the User‟s expense, in defending any such claim, loss, liability, damage, or
cost.
6. COMPLIANCE WITH LAWS
Each Party shall at all times and at its/his/her own expense: (a) strictly comply
with all applicable laws, now or hereafter in effect, relating to its/his/her performance of this
Agreement; (b) pay all fees and other charges required by such applicable law; and (c) maintain in
full force and effect all licenses, permits, authorizations, registrations and qualification from any
authority to the extent necessary to perform its obligations hereunder.
The User hereby agrees and acknowledges that it shall be responsible for all
warranties (whether express or implied) relating to the performance of Services, to the maximum
extent permissible under applicable law.
7. USE OF CONFIDENTIAL INFORMATION
Each Party may be given access to Confidential Information from the other Party in order to
perform its obligations under this Agreement. The Party that receives Confidential
Information shall be known as “Receiving Party”. The Party that discloses Confidential
Information shall be known as “Disclosing Party”.
The Receiving Party acknowledges that the Confidential Information is received on a
confidential basis, and that the Disclosing Party shall remain the exclusive owner of its
Confidential Information and of Intellectual Property rights contained therein. No
license or conveyance of any such rights to the Receiving Party is granted or implied
under this Agreement.
The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party only for purposes of
complying with its obligations under this Agreement and, without limiting the
generality of the foregoing, shall not, directly or indirectly, deal with, use, exploit
or disclose such Confidential Information or any part thereof to any person or
entity or for any purpose whatsoever (or in any manner which would benefit any
competitor of the Disclosing Party) except as expressly permitted hereunder or
unless and until expressly authorized in writing to do so by the DisclosingParty;
9
(b) use reasonable efforts to treat, and to cause all its officers, agents, servants,
employees, professional advisors and contractors and prospective contractors to
treat, as strictly confidential all Confidential Information. In no event shall such
efforts be less than the degree of care and discretion as the Receiving Party
exercises in protecting its own valuable confidential information. Any
contractors engaged by or prospective contractors to be engaged by the Receiving
Party in connection with the performance of the Services shall be required to
assume obligations of secrecy equal to or greater than the obligations that the
Receiving Party has assumed in this Agreement with respect to the Confidential
Information;
(c) not, without the prior written consent of the Disclosing Party, disclose or
otherwise make available the Disclosing Party‟s Confidential Information or any
part thereof to any party other than those of its directors, officers, agents,
servants, employees, professional advisors, contractors or prospective contractors
who need to know the Confidential Information forthe purposes set forth herein;
(d) not copy or reproduce in any manner whatsoever the Confidential Information
of the Disclosing Party or any part thereof without the prior written consent of
the Disclosing Party, except where required for its own internal use in
accordance with this Agreement; and
(e) promptly, upon termination or expiration of this Agreement, return and confirm
in writing the return of all originals, copies, reproductions and summaries of
Confidential Information or, or at the option of the Disclosing Party, destroy and
confirm in writing the destruction of the Confidential Information (this subclause being applicable only on the User).
Provided, however that nothing herein shall restrict in any manner the ability of either
Party to use or disclose Confidential Information owned by it in any manner whatsoever,
and the obligations of confidentiality herein shall apply to each Party only to the extent
that the Confidential Information or portion thereof is not owned by that particular
Party.
8. INTELLECTUAL PROPERTY RIGHTS
The User acknowledges that the Intellectual Property rights in all the materials
that have been developed by BFRS and provided to the User, shall vest with BFRS.
The User hereby agrees and acknowledges that the Intellectual Property rights in
all the material created and developed by the User, including any material created and developed
by the User for the performance of Services under the terms of this Agreement, shall vest with
BFRS.
All the Intellectual Property already developed and/or owned by each Party shall
continue to vest with the concerned Party.
10
The Parties recognize that all third-party Intellectual Property rights are the
exclusive property of their respective owners.
9. NON-SOLICITATION
The User agrees and undertakes that, during the term of this Agreement, and for a period
of 36 (thirty-six) months thereafter, it shall not directly or indirectly attempt in any
manner to solicit, any client/customer, or to persuade any person, firm or entity which is
a client/customer/supplier/vendor/partner of BFRS, to cease doing business or to reduce
the amount of business which any such client/customer/supplier/vendor/partner has
customarily done or might propose doing with BFRS.
10. TERM AND TERMINATION
This Agreement shall come into force on and from the date from which the User started procuring
Services in any form or capacity, and shall remain in existence while the User is a user of
any of the Services in any form or capacity, until terminated by either Party in accordance
with the provisions of thisAgreement.
The User can request for termination of the Agreement at any time with a 30 (thirty) day prior
written notice subject to the provisions in the annexure for the Services undertaken.
During this notice period, BFRS will investigate and ascertain the fulfilment of any
ongoing Services and pending dues related to fees or any other amount payable by the
User. The User shall be obligated to clear any dues with BFRS for any ofits Services which
the User has availed in accordance with this Agreement. BFRS shall not be liable to the
User or any third party for any termination of User‟s access to the Services.
BFRS reserves the right to immediately terminate this Agreement in caseswhere:
(a) the User breaches any terms and conditions of this Agreement;
(b) BFRS believes in its sole discretion that the User‟s actions may cause legal liability
for such User or for BFRS or are contrary to the terms of use of the Services, or
terms of this Agreement; and
(c) BFRS deems fit for its own convenience, without providing any reason.
Once temporarily suspended, indefinitely suspended or terminated, the User shall not
continue to use the Services under the same account, a different account or re-register
under a new account, unless explicitly permitted by BFRS.
11. MISUSE OF THE SERVICES
11
BFRS may restrict, suspend or terminate the account of any User who abuses or misuses
the Services. Misuse includes creating multiple or false profiles, infringing any
Intellectual Property rights, violating any of the terms and conditions of this Agreement,
or any other behaviour that BFRS, in its sole discretion, deems contrary to its purpose. In
addition, and without limiting the foregoing, BFRS has adopted a policy of terminating
accounts of Users who, in BFRS‟s sole discretion, are deemed to be repeat infringers of
any terms of use even after being warned by it. In addition, BFRS may also restrict,
deactivate, suspend or terminate the account of any User upon the request/instructions
of BFRS courier partner.
12. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by the laws of India and subject to the Clause below, the
courts of New Delhi shall have exclusive jurisdiction to determine any disputes arising
out of, under, or in relation, to the provisions of this Agreement.
Any dispute arising under this Agreement shall be settled by arbitration to be held in New
Delhi in accordance with the (Indian) Arbitration and Conciliation Act, 1996, in the
English language, and shall be heard and determined by a sole arbitrator appointed by
BFRS, being Advocate Bhupinder Mehtani. The decision of the sole arbitrator shall be
final, conclusive and binding on the Parties. Notwithstanding the foregoing, nothing
contained herein shall be deemed to prevent either Party from seeking and obtaining
injunctive and/or equitable relief from any court of competent jurisdiction.
13. SEVERABILITY & WAIVER
The invalidity or unenforceability of any provision in this Agreement shall in no way affect
the validity or enforceability of any other provision herein. In the event of the invalidity or
unenforceability of any provision of this Agreement, the Parties will immediately negotiate
in good faith to replace such a provision with another, which is not prohibited or
unenforceable and has, as far as possible, the same legal and commercial effect as that which
it replaces.
14. FORCE MAJEURE
Neither Party shall be liable for any failure or delay in performance of any obligation, under
this Agreement to the extent that such failure or delay is due to a Force Majeure Event.
The Party having any such cause shall promptly notify the other Party in writing of the
nature of such cause and the expected delay.
12
If, however, it is not feasible for a Party to prevent the occurrence of the Force Majeure Event
as a result of which that Party is prevented from performing its obligation for more than
30 (thirty) days due to such Force Majeure Event (“Aggrieved Party”), the other Party
may decide to release the Aggrieved Party from performing its obligation hereunder or
may modify the relevant provisions of this Agreement affected by the Force Majeure
Event so long as the Force Majeure Event continues, in order to enable the Aggrieved
Party to perform its other obligations hereunder as so modified. However, in the event,
Force Majeure Event continues for a period of more than 60 (sixty) days, the Aggrieved
Party may terminate this Agreement with a written notice to the other Party.
15. ENTIRE AGREEMENT, ASSIGNMENT AND SURVIVAL
This Agreement, the annexures and any other documents entered into or delivered as
contemplated in this Agreement herein sets out the entire agreement and understanding
between the Parties with respect to the subject matter hereof. Unless otherwise decided
by BFRS, the annexures containing specific terms of use supersedes all general terms of
the Agreement, previous letters of intent, heads of terms, prior discussions and
correspondence exchanged between the Parties in connection with the Agreement
referred to herein. Similarly, unless otherwise decided by BFRS, the SOPs/SLAs issued in
furtherance to this Agreement, shall supersedes the provisions of this Agreement and of
the annexures.
This Agreement and the rights and obligations herein shall not be assigned by the User,
without the written consent of BFRS.
The provisions which are by their nature, intended to survive the termination of this
Agreement, shall survive the termination of this Agreement.
16. NO PARTNERSHIP OR AGENCY
Nothing in this Agreement (or any of the arrangements contemplated herein) shall be
deemed to constitute a partnership between the Parties hereto, nor, except as may be
expressly provided herein, constitute any Party as the agent of another Party for any
purpose, or entitle any Party to commit or bind another Party in any manner.
17. WAIVERS AND REMEDIES
No failure or delay by the Parties in exercising any right or remedy provided by law under
or pursuant to this Agreement shall impair such right or remedy or operate or be
construed as a waiver or variation of it or preclude its exercise at any subsequent time and
no single or partial exercise of any such right or remedy shall preclude any other or
further exercise of it or the exercise of any other right or remedy. The rights and remedies
of the Parties under or pursuant to this Agreement are cumulative, may be exercised as
often as such Party considers appropriate and are in addition to its rights and remedies
under the general laws ofIndia.
18. SPECIFIC PERFORMANCE
13
The Parties shall be entitled to seek and enforce specific performance of this Agreement,
in addition to any other legal rights and remedies, without the necessity of demonstrating
the inadequacy of monetary damages.
19. INDIRECT AND CONSEQUENTIAL LOSSES
Save as expressly provided otherwise in this Agreement, neither Party shall be liable
under or in connection with this Agreement for any loss of income, loss of profits or loss
of contracts, or for any indirect or consequential loss or damage of any kind, in each case
howsoever arising and whether caused by tort (including negligence), breach of contract
or otherwise.
20. CONTACT INFORMATION
If any User has any question, issue, complaint regarding any of our Services, please contact
our customer service at support@easy2fast.com
If a User has any questions concerning BFRS, the Services, this Agreement, or anything
related to any of the foregoing, it can be reached at the following email address –
support@easy2fast.com or via the contact information available from the following
hyperlink www.easy2fast.com
The User hereby agrees and provides his consent to receive communications,
correspondences, updates, notifications, etc. from BFRS through email, SMS, Whats-app
and any other mode as agreed by the Parties from time to time. The Parties agree that the
said communications, correspondences, updates, notifications, etc. will be legally binding
on them.
Notwithstanding anything provided contrary in this Agreement, the User hereby agrees,
provides his consent and further authorizes BFRS to share his relevant details and
documents (including but not limited to business/registered name(s), phone number(s),
address(es), email-id(s), bank account details, KYC documents, etc.) with the concerned
judicial authority, court, police, complainant, etc. (as the case may be) in the event of a
complaint been filed against the User or dispute been raised in relation to the shipment(s)
made by the User.
21. DEFINITIONS AND INTERPRETATION
Definitions: In this Agreement, including in the recitals hereof, the following words,
expressions and abbreviations shall have the following meanings, unless the context
otherwise requires:
14
“Confidential Information” means, with respect to each Party, any information or trade
secrets, schedules, business plans including, without limitation, commercial information,
financial projections, client information, administrative and/or organizational matters of
a confidential/secret nature in whatever form which is acquired by, or disclosed to, the
other Party pursuant to this Agreement, and includes any tangible or intangible nonpublic information that is marked or otherwise designated as „confidential‟, „proprietary‟,
„restricted‟, or with a similar designation by the disclosing Party at the time of its
disclosure to the other Party, or is otherwise reasonably understood to be confidential by
the circumstances surrounding its disclosure, but excludes information which: (i) is
required to be disclosed in a judicial or administrative proceeding, or is otherwise
requested or required to be disclosed pursuant to applicable law or regulation, and (ii)
which at the time it is so acquired or disclosed, is already in the public domain or becomes
so other than by reason of any breach or non-performance by the other Party of any of
the provisions of this Agreement;
“Force Majeure Event” includes act of God, war, civil disturbance, strike, lockout, act of
terrorism, flood, fire, explosion, epidemic/pandemic or legislation or restriction by any
government or other authority, or any other similar circumstance beyond the control of
any Party, which has the effect of wholly or partially suspending the obligations
hereunder of the Party concerned; and
“Intellectual Property” means any patent, copyright, trademark, trade name, service
mark, service name, brand mark, brand name, logo, corporate name, domain name,
industrial design, any registrations and pending applications thereof, any other
intellectual property right (including without limitation any know-how, trade secret,
trade right, formula, computer program, software, database and data right) and any
goodwill associated with the business.
Interpretation: Unless the context of this Agreement otherwise requires:
(a) heading and bold typeface are only for convenience and shall be ignored for the
purpose of interpretation;
(b) other terms may be defined elsewhere in the text of this Agreement and, unless
otherwise indicated, shall have such meaning throughout this Agreement;
(c) references to this Agreement shall be deemed to include any amendments or
modifications to this Agreement, as the case may be;
(d) the terms “hereof", “herein”, “hereby”, “hereto” and derivative or similar words
refer to this entire Agreement or specified Clauses of this Agreement, as the case
may be;
(e) references to a particular section, clause, paragraph, sub-paragraph or schedule,
exhibit or annexure shall be a reference to that section, clause, paragraph, subparagraph or schedule, exhibit or annexure in or to this Agreement;
15
(f) reference to any legislation or law or to any provision thereof shall include
references to any such law as it may, after the date hereof, from time to time, be
amended, supplemented or re-enacted, and any reference to statutory provision
shall include any subordinate legislation made from time to time under that
provision;
(g) a provision of this Agreement must not be interpreted against any Party solely on
the ground that the Party was responsible for the preparation of this Agreement
orthat provision, and the doctrine of contra proferentem does not apply vis-à-vis
this Agreement;
(h) references in the singular shall include references in the plural and vice versa; and
(i) references to the word “include” shall be construed withoutlimitation.
16
ANNEXURE A
Easy2fast Service Specifications
1. Scope of Services
BFRS is the author and owner of its logistics software, hereinafter to be referred as “Easy2fast”,
providing its Users an automated shipping panel services integrated with the courier
partners. User agrees that BFRS has no role and responsibility in the actual delivery and
shipment of the product, and BFRS provides a platform, for the Users to avail shipping
services.
The User agrees that the Easy2fast shall be picked up by BFRS‟s logistics partner from the
Users‟ locations as communicated to BFRS at the time of your sign up.
The tracking number and logistics partner would be assigned by an automated process based
on the pickup and delivery pin code and type ofshipment.
Users shall provide/display prominently on package the shipping label having full details of the
order number, consignee details, product details, return address i.e. the shipping address
and the gross value and collectable value (net value) to be collected in case of COD
(Cash on Delivery) Easy2fast. TheEasy2fast backend panel platform from BFRS shall
enable the User to take a print of the shipping label with all the details and the same shall
be pasted on the package before the handover to the logistics partner happens.
User shall agree that the shipment to be handed over to the logistic partner on the behalf of
BFRS is in a tamper proof packing of their brand along with the COD order form pasted
on the shipment.
The User will be solely responsible to comply with all statutory requirements (State and
Central Laws/Statutes) applicable in relation to booking and sale of the Easy2fast carried
and delivered by the logistics partners of BFRS in pursuance of this Agreement.
It is expressly understood by the Parties that BFRS is a mere service provider to the User and
not in any other capacity whatsoever it may be called. It is further agreed to by the
Parties that BFRS is not performing any activity or job or providing service on behalf of
the User which is tantamount to seller or retailer and or stockiest/distributor. The
complete activity performed by BFRS under this Agreement is based on specific
instructions given by the User as part of the scope defined and from time to time.
BFRS reserves the right to provide web based (online) tracking solutions for all Easy2fast
through its logistics partners.
17
You agree that BFRS‟s logistics partner, at the time of receiving the Easy2fast from User, will
use „Air Waybill‟ provided to them by BFRS through its logistics management
softwareEasy2fast. It is agreed between the Parties hereto that at all times for BFRS and
its logistics partner, the „Consignor/ Shipper‟ in the „Air Waybill‟ shall be the User who
is shipping the goods. It is clearly understood that BFRS‟s liability, if any, and to the
extent agreed herein, shall extend only to User. The User shall be fully liable to its
customers and neither BFRS nor any of their logistics partner, shall have any direct or
indirect connection/ relationship or responsibility/obligation to User‟s customers, in any
manner whatsoever.
User must ensure security of all Easy2fast which have been picked up from its customers by
BFRS‟s logistics partners as per BFRS‟s security procedures. User confirms that the User
is fully aware of the items prohibited on BFRS or BFRS‟s logistics partner network for
carriage and undertakes that no such prohibited items of shipment shall be handed over
to BFRS‟s logistics partners for carriage by its customers.
User hereby agrees that it shall:
(a) not (directly or indirectly) use BFRS Services/Easy2fast platform while being in
the capacity of a reseller, OTC (over the counter) or franchise of any
courier/logistics company, including that of Blue Dart;
(b) use the Blue Dart account/services throughEasy2fast platform only for
ecommerce sales related transactions; and
(c) not already hold a Blue Dart account, since you understand that BFRS is not
authorized to offer Blue Dart services to sellers who already hold Blue Dart
account.
In the event BFRS believes that you have breached any of the above provision, then BFRS
would inter-alia have the right to deactivate theEasy2fast account, retain the custody of
your Easy2fast and to levy damages/charges (along with the applicable GST amount and
freight charges) of Rs. 1,00,000/- (Rupees One Lacs only) or of such other amount as
decided by BFRS in its sole discretion.
2. Obligation of the User
You agree that the User shall be responsible for proper; tamper proof and damage proof
packing of the products.
You agree that you shall use good quality tapes, duly engraved with your trademark/name,
etc. and not generic tapes for the packaging/sealing of the goods/Easy2fast. In case
generic (brown/plain) tapes are used in the packaging/sealing of the goods/Easy2fast,
BFRS shall have no responsibility of any kind, in case of
pilferage/damaged/alteration/tapering/leakage etc. of the goods/Easy2fast. In such a
scenario, the entire responsibility shall be of the User.
18
User shall be ready with the packed order when the courier person comes to receive the
shipment, all pick-ups should be logged before the cut off time as directed by the
customer support team of BFRS, and no pick up beyond the cut-off time of the logistics
partner shall be possible. User agrees that they shall contact the Courier Company
personnel for the pickup arrangements.
User shall collect receipt(s) of the signed copy of the shipping manifest; it is the proof of
handover of shipment to the courier companies.
User shall strictly only use the automated system for generating the pickup and move the
shipment only on the Airway Bill number generated from theEasy2fast administration
panel provided during signup by the User for shipping services. If the User moves the
shipment through the physical shipping docket or physical airway bill number – then
damages of INR. 1000/- (Indian Rupees One Thousand) only shall be charged per airway
bill number issued. In addition, User shall not book/ship two or more Easy2fast against
a single AWB number, and any breach of this condition by the User (whether intentional
breach or not) shall give right to BFRS to claim the concerned expenses (including the
freight amount of all the Easy2fast) and liquidated damages of upto Rs. 10,000/- per
incident/shipment (and applicable GST amount) from the User.
User should properly paste and insert the invoice, in and on the package.
Usershall agree that the Service is only forlocations already registered on User‟s user panel
i.e. the orders will be picked by the courier companies from only such locations which
have been registered by the User.
User shall agree that in case of a reverse pick up of orders (only national orders), it shall be
your responsibility, in case a reverse pick-up is requested by the User the same shall be
charged the applicable fixed fee, additional to the reverse freight charges which are
equal to the delivery freight charges as mentioned in theproposal.
User to agree that when a shipment comes back as RTO (return to origin) due to failure of
COD, failed delivery, failure to pay any international charges such as customs, or any
such similar levy/duty, or any other reason whatsoever, it is the User‟s/User‟s
responsibility to change the status of the order to RTO received and intimate BFRS in
with the Reverse Airway bill number. User agrees to make payment as applicable.
User hereby agrees that it will not book / handover any good/shipment which is banned,
restricted, illegal, prohibited, stolen or infringing of any third party rights, or which
contains any cash, jewellery (excluding artificial jewellery), gold, silver, diamond,
platinum, precious metals, precious stones, currency, bullion, letters and financial and
security instruments, or any reactive, hazardous or dangerous items/goods which are in
breach of any applicable law or of any packaging/transportation guidelines of the
concerned courier partner; in which cases BFRS shall not be liable for the delivery of any
such products. Without prejudice to the generality of the aforesaid, an indicative list of
the dangerous and restrictive goods is given at Annexure-B.
19
In the event User hands over or provides the aforesaid goods/Easy2fast toEasy2fast/its courier
partner, thenEasy2fast/its courier partner shall not be responsible and liable for any
loss, damage, theft or misappropriation of such products even if service provider or
delivery personnel has the knowledge of the same and even if such loss, damage, theft or
misappropriation is caused due to any reason attributable to service provider or delivery
personnel. The User undertakes that in the event any article/good/shipment
booked/handed over by it falls within the category of the banned/illegal items or those
described above (including reactive, hazardous and dangerous goods which are in breach
of any applicable law or of any packaging/transportation guidelines of the concerned
courier partner), then the User agrees to indemnify BFRS and its courier partner for any
and all issues, losses and damages arising pursuant thereto. In addition, BFRS would interalia have the right to retain the custody of such Easy2fast (including opening and
inspecting of Easy2fast) and to levy damages/charges (along with the applicable GST
amount and freight charges) of Rs. 10,00,000/- (Rupees Ten Lacs only) per shipment or
of such other amount as decided by BFRS in its sole discretion.
In addition, you shall not handover counterfeit or fraud products/Easy2fast to BFRS/its
courier partner, failure of which will attract the consequences mentioned in AnnexureB. Further, the consequences of shipping non-essential items in Government prohibited
areas and disputed Easy2fast/cases have been specified in Annexure-B.
Easy2fast which cross national borders/ international Easy2fast may be subject to customs
clearance, in the destination country prior to delivery to the User. The User/customer is
responsible for making sure goods shipped are acceptable for entry into the destination
country. All charges for shipment to and return from countries where entry is not
permitted shall be the User‟s responsibility. User also understands that POD may be not
be available for all the cross national borders/ international Easy2fast as the same may
be routed by the courier partner through local post (for e.g. Easy2fast to U.S.A by
Aramex are delivered through local post (USPS), for which POD is not available).
Hence, BFRS shall not be held liable for any dispute in relation to the aspects mentioned
in this Clause.
User understands, agrees and acknowledges that BFRS through its logistics partners is a mere
bailee of the goods/products, cash and is not an insurer of the same. User hereby
expressly and specifically waives all its rights and claims against BFRS and its logistics
partners arising out of or in relation to the principles of insurance.
In case of damaged/pilferaged/tempered/pressed/leaked shipment, receiver shall mention
negative remarks on POD copy to get claim for the shipment. In the absence of any
negative remarks on POD copy clearly stating such
damage/pilferage/tampering/pressing/leakage, no claim shall be entertained by BFRS at
any point of time.
Claims for any kind of damage/pilferage/tampering/leakage of the booked
articles/goods/shipment shall be entertained only if the outer packaging done by the
shipper is damaged/altered/tampered. However, if the outer packaging done by the
shipper is intact and not tampered with, in such a case, no claim(s) for any
damage/pilferage/tampering/leakage shall be entertained by BFRS.
20
BFRS shall not entertain any dispute(s) regarding
damage/pilferage/tampering/leakage/non- receipt of delivery/fake delivery shall be
entertained by BFRS, after a period of 48 hours from the receipt/delivery of the said
article/goods/shipment. Further, BFRS shall not entertain any request for providing the
POD of a shipment, after a period of 72 hours from the delivery/RTO of the shipment.
The User shall ensure that the correct and complete description of the destination/address as
well as all the relevant information/details and documents (including but not limited to
the e-way bill number and valid GST invoice) are mentioned/provided by the User
while booking/handing over a shipment. In case any incomplete/incorrect information
or documents are provided by the User, the shipment may be returned from origin and
the shipping charges (both forward and RTO charges) shall be levied, in addition to any
damages/taxes imposed by the statutory authorities, if any, in the transit of such
shipment. Such charges shall be irreversible and no claim for the return of such charges
shall be entertained by BFRS. Further, in case of breach of this clause, BFRS would interalia have the right to levy damages/charges (along with the applicable GST amount) on
the User of Rs. 1,00,000/- (Rupees One Lac only) per shipment or of such other amount
as decided by BFRS in its sole discretion.
3. Fees
The User hereby agrees that the applicable shipping rate will be charged as per the current
prevailing rate mentioned on the live calculator link in Users admin panel.
BFRS reserves the right to apply other applicable charges over and above the shipping base
rates andEasy2fast service charge like COD charges and other fees are as on the live
calculator link in Users admin panel.
BFRS has rights to make any changes in the rate mentioned on the live calculator link in Users
admin panel and prevailing.
Goods and Service tax and other taxes are applicable as per taxation law.
You agree that volumetric weight will be charged on