TERMS AND CONDITIONS

RECITALS

1. It is highlighted Fleetin is in the business of providing online business aggregator and forwarding services by connecting third-party independent logistics service providers with companies/entities desirous of engaging such independent transport service providers (hereinafter referred to as the “Services”);
2. AND WHEREAS, Vendor is desirous of receiving orders of clients of Fleetin (hereinafter referred to as “Clients”), as an independent third-party logistics service provider for hauling services to store, carry, transport and deliver goods/consignments from the designated storage/factory to specified delivery point(s) communicated by the Clients;
3. AND WHEREAS, Vendor understands that this Agreement along with the more detailed ‘Terms and Conditions’ document along with any/all additional agreement(s), document(s), guideline(s), policies and/or terms incorporated by reference available on our mobile application/platform  available at (https://fleetin.io/privacy-policy/), and other such agreements/policies shared between the Parties, which are all individually an integral part of the Parties’ understanding and collectively set out the rights and responsibilities of the Parties hereto (collectively the “Agreement”). 

NOW THEREFORE, in consideration of the mutual covenants and Agreement contained herein, the Parties intending to be legally bound do hereby mutually agree as follows:

SCOPE OF ENGAGEMENT

1. 1. The Parties hereto agree that they have entered into the Agreement on the understanding that Fleetin shall only be responsible for arranging and facilitating the Services, as detailed below, between the Client(s) and Vendor and shall not actually be performing the Services itself on behalf of Vendor.
   2. The Parties agree that the Services that Fleetin shall facilitate and arrange for Clients, by connecting the Vendor with the Clients, include transportation of goods/consignments and their storage and that Vendor shall at all times be solely responsible to execute such transportation and storage and delivery of goods/consignments as specified by Client(s).
   3. Furthermore Vendor acknowledges that each T-Bill generated by Fleetin and duly given to Vendor in respect of every specific delivery/trip shall have its own separate ‘terms and conditions’, which Vendor shall on the basis of signing this Agreement accept, in full, and for each and every such T-Bill hereof.
   4. Vendor shall ensure that any/all requirements and duties under the Agreement are complied with and carried out by its best efforts. Furthermore, Vendor agrees to adhere to the representations, warranties and covenants that it is bound by through the Agreement, including the separate Terms and Conditions page mentioned herein and any/all related guidelines and policies thereto.
   5. During the continuance of this Agreement and thereafter, the Vendor agrees not to solicit or contact any Client of the Fleetin, either for itself or on behalf of any other entity for any purpose whatsoever, nor shall the Vendor induce any employee associated with the Fleetin to terminate or breach an employment, contractual or other relationship with the Fleetin.

FINANCIAL & PAYMENT TERMS

1. 1. The Parties agree that in consideration of its duties/obligations under this Agreement, Fleetin shall be entitled to charge processing/platform usage fee (inclusive/exclusive of applicable taxes) on each bid from the Client so accepted by the Vendor (the “Service Fee”).
   2. The Vendor agrees and understands that the entire payment for transportation, storage and the Services shall be payable by the Client to Fleetin and that such monies shall be inclusive of payments to be made by the Client to the Vendor for their set of logistic, transportation and/or related services and that such payments so collected by the Fleetin are collected for and on behalf of the Vendor and the Vendor so authorizes Fleetin to collect such monies on its behalf and such monies once collected shall be transferred to or adjusted from the dues already paid to the Vendor on an “as is” basis by the Fleetin after retention/due deduction of the Fleetin’s part of the service consideration i.e. Service Fee. 
   3. As soon as practicable, and not after the fifth day of every month, Fleetin shall prepare and submit to Vendor an invoice detailing the accounts between the Parties, accompanied with detailed reports and documents that validate the account balances for the month.
   4. Fleetin shall make payment to Vendor in three parts. The first part of the payment shall be made within forty-eight (48) hours of loading the goods/consignment for a specific Client’s delivery, unless specified otherwise, in writing between the Parties; the second part of payment(s) shall be disbursed within forty eight (48) hours of the Vendor sharing the Proof of Delivery or equivalent document (POD) with Fleetin; and the third part of the payment shall be made within ____ days of receipt and subsequent verification of extra charges shared by Vendor to Fleetin. Provided that, Fleetin, at its full option, reserves the right to reject any such extra charges as mentioned in the foregoing, in lieu of which, the Vendor shall be responsible for covering the charges/expenses, completely or in part, from its pocket. Fleetin may also change the foregoing payment(s) procedure, giving reasonable time to Vendor, on a case-to-case basis, by informing the Vendor of the specific payment terms / framework for any / all deliveries thereunder.
   5. Notwithstanding anything contained herein no payment, including indemnification, of Fleetin shall be withheld on any account, except deductions mandated under the relevant federal or provincial taxation laws and all payments shall be made in full without set-off subject to deductions and withholding as may  be permitted under the relevant law, counterclaim or deduction or stay of execution of any kind and all payments shall be made in full within five (05) calender days of issuance of the respective invoice by Fleetin to Vendor, if Fleetin or any of its Clients are owed any sum from the Vendor.
   6. Fleetin, and where applicable Vendor, shall settle / reconcile the due payment amounts, subject to this Agreement, after every ____ days by transferring the total amount minus Service Fee and/or any refund/other amounts owed or already paid.

TERM & TERMINATION

1. 1. The Agreement shall be effective from the date of signing hereof and shall remain in full force and effect unless terminated by either Party in accordance with clause 3.2 below.
   2. Either Party may terminate the Agreement:

1. by providing thirty (30) days’ advance written notice to the other Party. Vendor shall, however, be responsible for payment of all charges attributable to the Services till the date of termination;
2. if the other Party commits any material breach or repeated breaches of any of the terms of the Agreement and such breach(es) is/are not remedied within seven (07) days of notice in writing requiring remedy;
3. in the event either Party becomes or is adjudged insolvent or enters into voluntary or compulsory liquidation.
4. Termination shall only be held effective after settlement of all monetary claims including indemnification. Upon expiration of the Term (if not further renewed) or earlier termination of the Agreement, the Parties shall cease to use the confidential data and/or the intellectual property of the other Party. 

INDEMNIFICATION, LIABILITY, PENALTIES & DAMAGES

1. 1. Each Party (“Indemnifying Party”) shall indemnify, defend and hold harmless the other Party and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (“Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) relating to / arising out or resulting from any claim of a third party or the other Party arising out of or occurring in connection with the Indemnifying Party’s performance of responsibilities under the Agreement.
   2. Vendor will, at all times, be fully responsible for the transport and delivery of the goods/consignment in its possession. Vendor will be exclusively liable for any inventory shortage, loss of, and/or damage to the products/goods from the time the products are loaded and stored on the Vendor’s vehicle(s) or while said products are in transit or in the effective possession of the Vendor. Notwithstanding the foregoing, Vendor shall also be liable for loss and damage to the Products when transported by its drivers / subcontractors. Furthermore, goods/products that suffer damage during the delivery route or while in effective possession of Vendor, as provided hereunder, shall remain the property of the Client, at all times, and may under no circumstances be offered for sale by the Vendor or its insurer, or assigned to its staff or any third party for whatever reason.
   3. The amount of the loss or damage will be invoiced to the Vendor and will be deducted from the fee due in respect of the running month. The damage will be determined by the Client whose goods/product Vendor has lost / caused damage to.
   4. Vendor hereby acknowledges that it will be solely responsible for the safe delivery of the products/goods to the respective destinations so communicated to it by the Client(s). In case the vehicle carrying the goods of Client’s customers is immobilized for an extended period for reasons such as breakdown/accident etc., it will be the Vendor’s responsibility to ensure that the goods/products are delivered to its destination without any damage/loss any loss/damage arising out of violation of this clause shall be borne by the Vendor. In no circumstances, whatsoever, shall interchanging of goods/products from one vehicle to another vehicle without any reason and without express written permission of Client (accident, breakdown, engine failure etc.) is not allowed and in case any evidence is found of this breach, a penalty of up to PKR _______/- will be charged to the Vendor.
   5. Accidents / theft incidents must be reported immediately to the Client and the Client reserves the right to investigate all such incidents. The Vendor shall be penalized (up to the total loss value of the goods) based on the outcome of the investigation. Within twenty-four (24) hours of occurrence of the accident, the Vendor shall be required to furnish a copy of the F.I.R and photographs for Client’s record.
   6. Vendor shall be bound to provide its information (company directors/proprietors/CEO) and that of all of its drivers designated / assigned to different Client(s), from time to time, and all of its vehicle details assigned for such delivery(ies), provided, that the Vendor shall provide the Client/Fleetin with the requisite documentation, which includes but is not limited to: (i) CNIC copies, (ii) Adda card(s), (iii) one (01) blank signed cheque, (iv) police character certificate(s), etc.
   7. In the event of import shipment(s), all detentions / demurrages/ penalties shall be borne and duly paid by the Vendor, whatever the case may be.
   8. The rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law or otherwise.
   9. No failure or delay by either Party in exercising any right, power, or remedy under the Agreement shall operate as a waiver of any such right, power, or remedy. Any waiver by either Party of any provision of the Agreement shall be in writing and signed by the Party against whom, enforcement of the waiver is sought and such waiver shall not be construed as a waiver of any other provision of the Agreement, nor shall such waiver operate as or be construed as a waiver of such provision respecting any future event or circumstance.

OTHER TERMS

1. 1. The Agreement shall be governed and construed in all respects in accordance with the applicable laws of Pakistan and the Parties hereto hereby submit to the jurisdiction of competent courts within Pakistan. In case there is a dispute between the Parties, the Parties shall endeavor to settle it amicably, failing which it shall be referred to the arbitration. The arbitration will be conducted as per Arbitration Act, 1940, as amended from time to time.
   2. The Parties acknowledge that they are independent contracting parties and the Agreement does not create a general agency, employment relationship or similar relationship between them. 
   3. If any part of the Agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable. The Terms and Conditions, accompanying policies and guidelines available on the website/mobile application of Fleetin available in the Google Playstore shall be construed to be as an integral part of this Agreement. Modifications or updates to the Agreement, in terms of the Terms and Conditions and relevant policies of Fleetin may be made from time to time and the same shall be notified to the Vendor.
   4. Any and all notices pursuant to this agreement shall be in English and/or Urdu language and shall be deemed duly given if delivered personally or sent by registered or certified mail or recognized overnight courier to the respective address as mentioned above and/or as reasonably intimated by one Party to the other Party hereto.

ACKNOWLEDGEMENT 

1. 1. BY ACCEPTING THIS AGREEMENT, VENDOR EXPRESSLY ACKNOWLEDGES AND AGREES THAT (i) IT HAS CAREFULLY READ AND FULLY UNDERSTANDS THE CONTENTS HEREIN CONTAINED; (ii) IT HAS BEEN ADVISED IN WRITING TO DISCUSS THE AGREEMENT WITH AN INDEPENDENT LEGAL PROFESSIONAL OF ITS OWN CHOOSING BEFORE SIGNING IT AND HAS HAD A REASONABLE OPPORTUNITY TO CONFER WITH ITS ATTORNEY AND IN DOING SO HAS DISCUSSED AND REVIEWED THIS AGREEMENT WITH ITS ATTORNEY PRIOR TO EXECUTING IT AND DELIVERING IT TO Fleetin; (iii) IT HAS HAD ANSWERED TO ITS SATISFACTION ANY QUESTIONS IT HAD WITH REGARD TO THE MEANING AND SIGNIFICANCE OF ANY OF THE PROVISIONS OF THE AGREEMENT; AND (iv) IT HAS AGREED TO THE AGREEMENT KNOWINGLY AND VOLUNTARILY ON ITS OWN FREE WILL AND WAS NOT SUBJECTED TO ANY UNDUE INFLUENCE OR DURESS, AND ASSENTS TO ALL THE TERMS AND CONDITIONS CONTAINED HEREIN, AND ALL OTHER SUCH TERMS AND CONDITIONS AND RELATED OR ANCILLARY DOCUMENTS WITH THE INTENT TO BE BOUND HEREBY.
   2. This contract is deemed signed upon acceptance of the Terms & Conditions electronically at the time of Partner App sign-up.