Terms and Conditions

These terms and conditions are between ‘you’, the company/individual/firm/partnership/body corporate, together with any company or other business entity you are representing, if any (hereinafter collectively referred as “you” or “User”); and Rashanbox Retail Private Limited, a company incorporated under the Companies Act, 2013, operating its logistics platform under the trade name “SHIPPRIME”, having its registered office at Unit No. 1103 Plus Office, 1st Floor, Landmark Cyber Park Sector 67, Badshahpur, Gurgaon, Badshahpur, Haryana, India, 122101, offering ‘Logistics Management Services’, under the name ‘SHIPPRIME’ (hereinafter referred to as “SHIPPRIME” or “we” or “Company”, and together with the User referred jointly as the “Parties” and individually as a “Party”).

This Agreement comes into effect when you register to use the Services (as defined below), or click on “Continue/I Agree” box, and accept the terms and conditions provided herein.

By registering or clicking on the ‘Continue/I Agree’ 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 SHIPPRIME under Section 8 of the Indian Contract Act, 1872, read along with Section 10A of the Information Technology Act, 2000. 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. This Agreement defines the terms and conditions under which you’re allowed to use the SHIPPRIME’s website (“Website”) and how SHIPPRIME will treat your account while you are a member. If you have any questions about our terms, feel free to contact us at support@shipprime.live.

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.

The Website and the online/ offline services of SHIPPRIME 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 (“Service(s)”).

SHIPPRIME 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), terms of use, disclaimers and other policies applicable to general and specific areas of this Agreement, Website 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.

1. Definitions and Interpretation

In this Agreement, including in the recitals hereof, the following words, expressions and abbreviations shall have the following meanings, unless the context otherwise requires:

“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 non-public 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.

“Customer” or “End User” means any individual or entity that purchases, receives, or is the intended recipient of goods shipped by the User through the Services, including any consignee, buyer, or recipient at the delivery address.

“Force Majeure Event” means any event or circumstance beyond the reasonable control of a Party, which prevents or delays the performance of its obligations under this Agreement, including but not limited to acts of God, natural disasters, flood, fire, earthquake, epidemic or pandemic, war, terrorism, riots, civil commotion, strikes or labour disputes, governmental actions or restrictions, embargoes, failure of utilities, or disruption of transportation or communication networks, provided that such event is not caused by the negligence or wilful default of the affected Party.

“Intellectual Property Rights” or “IPR” means all intellectual property rights of any nature whatsoever, whether registered or unregistered, including but not limited to copyrights, trademarks, service marks, trade names, logos, domain names, patents, designs, trade secrets, know-how, database rights, software, and all other proprietary rights, along with all applications, renewals, extensions, and rights to enforce the same, in any jurisdiction.

Unless the context of this Agreement otherwise requires:

• heading and bold typeface are only for convenience and shall be ignored for the purpose of interpretation;
• other terms may be defined elsewhere in the text of this Agreement and, unless otherwise indicated, shall have such meaning throughout this Agreement;
• references to this Agreement shall be deemed to include any amendments or modifications to this Agreement, as the case may be;
• 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;
• references to a particular section, clause, paragraph, sub-paragraph or schedule, exhibit or annexure shall be a reference to that section, clause, paragraph, sub-paragraph or schedule, exhibit or annexure in or to this Agreement;
• 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;
• references in the singular shall include references in the plural and vice versa; and
• references to the word “include” shall be construed without limitation.

2. User Account Usage

This Agreement governs the relationship between the Parties in relation to one or more business-to-business (B2B) logistics and allied services offered by SHIPPRIME (“Services”), which shall, inter alia, be subject to the terms and conditions set out in Annexure A (SHIPPRIME Service Specifications).

SHIPPRIME hereby grants the User a limited, non-exclusive, non-transferable right to access and use the Website solely for the purposes of availing, managing, and facilitating logistics, shipping, delivery, and related communication services in accordance with this Agreement.

The User shall ensure that login credentials are used exclusively by authorized personnel. Sharing of login credentials among multiple users is strictly prohibited. The User shall be responsible for maintaining the confidentiality and security of all passwords and account access details. The User shall remain solely responsible for all acts, omissions, and usage of the Services through its account, including by any person authorized by the User. Any breach of this Agreement by such authorized persons shall be deemed a breach by the User, and SHIPPRIME shall bear no liability in this regard.

The User represents and warrants that all information provided to SHIPPRIME, including registration details, shall be true, accurate, complete, and up to date at all times. The User further agrees that the contact number provided for registration shall be registered in its name or under its lawful control, and SHIPPRIME reserves the right to request documentary proof to verify the same.

The User agrees to use the Services strictly in accordance with: (a) the terms and conditions set out in this Agreement; and (b) all applicable laws, rules, regulations, and generally accepted industry practices, including but not limited to laws governing shipment, transportation, data protection, and e-commerce in India and relevant jurisdictions.

The User acknowledges that the Services and this Agreement are subject to modification, suspension, or discontinuation by SHIPPRIME to ensure compliance with applicable laws, governmental regulations, policies, or operational requirements.

3. Fees and Payment

The User shall pay SHIPPRIME all fees and charges applicable to the Services as set out in this Agreement or as otherwise agreed between the Parties.

SHIPPRIME reserves the right to introduce new Services or revise existing fees at its discretion. Updated fees shall apply upon notification via dashboard, email, or platform communication.

For subscription-based Services, the User authorizes SHIPPRIME to charge applicable fees at the beginning of each billing cycle and agrees to any revised pricing structure.

All fees, including subscription, service, and ancillary charges, shall be paid without circumvention of the agreed fee structure.

The User shall be solely responsible for all applicable taxes, statutory compliances, and filings. SHIPPRIME shall not be liable for the same. Unless stated otherwise, all fees are exclusive of applicable taxes, including GST.

Payments shall be deemed complete only upon receipt of cleared funds in SHIPPRIME’s designated account.

SHIPPRIME may raise periodic invoices through the platform/dashboard. The User shall make payment within 7 (seven) days of invoice date, unless otherwise agreed.

In case of delayed payment, SHIPPRIME shall have the right to:

• adjust amounts from COD collections;
• suspend Services and/or withhold shipments; and
• charge interest up to 18% per annum.

Upon termination or closure of account, SHIPPRIME may adjust all outstanding dues against COD amounts and remit any balance to the User post reconciliation. Any shortfall shall be paid by the User within 5 (five) days.

For COD shipments, SHIPPRIME shall act as a limited collection agent solely for the purpose of collecting and remitting payments to the User, after deduction of applicable charges. COD amounts collected by SHIPPRIME or its logistics partners shall be deemed to be collected on behalf of the User, and SHIPPRIME shall hold such amounts in a fiduciary capacity solely for onward remittance, subject to deductions.

The User shall maintain confidentiality of all payment-related and financial information shared with SHIPPRIME.

4. Indemnity and Liability

The User (“Indemnifying Party”) agrees to indemnify, defend and hold harmless SHIPPRIME, its affiliates, directors, officers, employees, agents, contractors, and service providers (“Indemnified Parties”) from and against any claims, losses, liabilities, damages, costs, and expenses (including legal fees) arising out of or in connection with: (a) use or misuse of the Services by the User; (b) breach of this Agreement; (c) violation of applicable laws; (d) any negligent, fraudulent, or wrongful act or omission of the User; (e) third-party claims arising from the User’s shipments, content, or operations; and (f) any duties, taxes, levies, or statutory charges applicable to shipments.

SHIPPRIME shall promptly notify the User of any such claim. The User shall, at its own cost, provide all reasonable assistance in the defense and settlement of such claims.

The Services are provided on an “as is” and “as available” basis. SHIPPRIME makes no representations or warranties, express or implied, regarding the reliability, accuracy, or availability of the Services. SHIPPRIME does not verify user-provided information and disclaims all liability arising from reliance on such information or use of the Services.

To the maximum extent permitted by law, SHIPPRIME and its affiliates, directors, officers, employees, and service providers (“Protected Parties”) shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, business, data, or goodwill, arising out of or in connection with the Services.

Notwithstanding anything to the contrary contained in this Agreement, SHIPPRIME’s liability in respect of any shipment shall be subject to the following limits:

• where the User’s account delivery rate is greater than 40%, liability shall be limited to the lower of INR 1,200 or 60% of the shipment value (“SP”);
• where the User’s account delivery rate is greater than 20% but less than 40%, liability shall be limited to the lower of INR 1,200 or 20% of the shipment value (“SP”);
• where the User’s account delivery rate is 20% or below, SHIPPRIME shall have no liability whatsoever.

For the purposes of this clause, “delivery rate” shall mean the ratio of successfully delivered shipments to total shipments booked by the User over such period as determined by SHIPPRIME, and “SP” shall mean the declared shipment value.

SHIPPRIME shall not be liable for:

• acts or omissions of third-party logistics partners, vendors, or service providers;
• delays, loss, or damage caused by events beyond its control;
• unauthorized access, data breaches, or communication interception not attributable to SHIPPRIME;
• failures arising from User systems, inputs, or instructions.

SHIPPRIME shall not be responsible for any loss of cash (including COD amounts) due to theft, fraud, or forcible acts by customers or third parties. The User shall independently pursue remedies and indemnify any resulting claims.

The User shall resolve all customer disputes within 5 days of notification. SHIPPRIME reserves the right to withhold COD remittances until such disputes are resolved.

5. Insurance

SHIPPRIME does not offer any insurance cover for the shipment; therefore, the User shall be sole responsible for the arrangement of Transit Insurance for the shipment handed over to the Service provider for transshipment. There is no Insurance cover we offer and in the event of loss, theft, damage and mishandling off insured consignment (Insured by Client) maximum liability of the Company is up to provision of COF (Certificate of Fact) only.

6. Representations and Warranties

Each Party represents and warrants to the other Party that:

• it has all necessary rights, powers and authority to enter into and perform this Agreement; and
• 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.
• they shall at all times and at its/his/her own expense:
  • strictly comply with all applicable laws (including state, central laws/statutes), now or hereafter in effect, relating to its/his/her performance of this Agreement;
  • pay all fees and other charges required by such applicable law; and
  • 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.

7. Confidential Information

Each Party may receive confidential information from the other Party in connection with this Agreement (“Confidential Information”). The Party disclosing such information shall be the “Disclosing Party” and the Party receiving it shall be the “Receiving Party”.

The Receiving Party acknowledges that all Confidential Information remains the exclusive property of the Disclosing Party, including all associated intellectual property rights. Nothing in this Agreement grants any license or rights in such Confidential Information, except as expressly set out herein.

The Receiving Party shall:

• use the Confidential Information solely for the purpose of performing its obligations under this Agreement;
• keep such Confidential Information strictly confidential and protect it with at least the same degree of care as it uses for its own confidential information;
• disclose such Confidential Information only to its employees, affiliates, advisors, or contractors on a need-to-know basis, subject to confidentiality obligations no less stringent than those contained herein;
• not copy, reproduce, or exploit the Confidential Information except as necessary for performance of this Agreement; and
• upon termination or expiry of this Agreement, promptly return or destroy all Confidential Information, at the option of the Disclosing Party, and confirm the same.

The obligations under this clause shall not apply to information which:

• is already in the public domain without breach of this Agreement;
• is lawfully received from a third party without restriction;
• is independently developed without use of the Confidential Information; or
• is required to be disclosed under applicable law or by a competent authority, provided prior notice is given to the Disclosing Party where permissible.

Nothing in this clause restricts either Party from using or disclosing information that is independently owned or developed by it without reference to the other Party’s Confidential Information.

8. Intellectual Property Rights

All intellectual property rights in and to the Services, platform, software, technology, and all materials developed, owned, or licensed by SHIPPRIME and made available to the User (“SHIPPRIME IP”) shall remain the exclusive property of SHIPPRIME or its licensors. Nothing in this Agreement shall transfer any ownership rights to the User.

To the extent any materials, deliverables, data, or outputs are created by the User specifically for or in connection with the use of the Services or performance under this Agreement, the User hereby grants SHIPPRIME a perpetual, irrevocable, worldwide, royalty-free, transferable license to use, reproduce, modify, adapt, and exploit such materials for the purposes of providing and improving the Services.

All intellectual property rights owned or developed independently by each Party prior to or outside the scope of this Agreement shall continue to vest with the respective Party.

All third-party intellectual property shall remain the exclusive property of the respective third-party owners, and nothing in this Agreement shall be construed as granting any rights therein except as permitted under applicable licenses.

All content made available through the Services, including but not limited to text, graphics, images, logos, button icons, software, design, and the compilation and arrangement thereof (collectively, “SHIPPRIME Content”), is either the property of SHIPPRIME or is used by SHIPPRIME under valid licenses, permissions, or arrangements with third parties, and is protected under applicable intellectual property laws.

Nothing contained in this Agreement shall be construed as granting the User any rights, title, or interest in or to the SHIPPRIME Content or any third-party intellectual property.

The User shall not modify, reproduce, distribute, publicly display, reverse engineer, or otherwise exploit any SHIPPRIME Content or third-party content available on the Services without prior written consent of SHIPPRIME or the respective rights holder, as applicable.

9. Term and Termination

This Agreement shall come into effect from the date on which the User first avails any Services of SHIPPRIME, and shall continue until terminated in accordance with this Agreement.

The User may terminate this Agreement by providing 30 (thirty) days’ prior written notice, subject to completion of all ongoing shipments and settlement of all outstanding dues.

During the notice period, SHIPPRIME shall reconcile all transactions, including shipments, COD amounts, and applicable fees. The User shall clear all outstanding amounts prior to termination. SHIPPRIME shall not be liable for any consequences arising from such termination.

SHIPPRIME may suspend or terminate this Agreement, with immediate effect, if:

• the User breaches any provision of this Agreement;
• SHIPPRIME reasonably believes that the User’s actions may expose SHIPPRIME to legal, operational, or reputational risk; or
• SHIPPRIME elects to terminate the Agreement for convenience.

Effect of Termination — Upon suspension or termination:

• the User’s access to the Services may be restricted or disabled;
• the User shall not attempt to access or re-register on the platform without SHIPPRIME’s prior written consent; and
• all outstanding obligations, including payments and liabilities, shall become immediately due and payable.

10. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of India.

Where the Parties are unable to resolve such disputes by good faith discussions within a period of 30 (thirty) business days from the date of a written notice by either Party notifying existence of such dispute, either Party shall be free to refer the dispute to arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and the Rules of the Delhi International Arbitration Centre (DIAC). This Agreement and the rights and obligations of the Parties shall remain in full force and effect pending the award in such arbitration proceedings.

The place of arbitration shall be New Delhi and the language of the arbitration shall be English.

The arbitration shall be conducted by 1 (one) arbitrator to be appointed upon mutual consent of both the Parties. In the event the Parties fail to mutually appoint the arbitrator, the appointment shall be made in accordance with the Rules of the Delhi International Arbitration Centre (DIAC).

The award rendered shall be in writing, shall set out the facts of the dispute and the reasons for the arbitrator’s decision and shall be final and binding on both the Parties.

11. Miscellaneous

11.1 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 SHIPPRIME, 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 SHIPPRIME.

11.2 Severability

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.

11.3 No Service Area

Where the dox or Non-dox booked unknowingly for the area which comes under NSA (No Service Area)/ NSZ (No Service Zone) / ODA (Out of Delivery Area) i.e. beyond the network of Service provider, in such event the said shipment shall be returned to the party/consignor. In case of NSA the Maximum Liability of the Service provider’s/ Franchisees’ shall be limited up to return of Courier charges only.

11.4 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 about the nature of such cause and the expected delay. 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 notice to the other Party.

11.5 Entire Agreement and Assignment

This Agreement, along with its annexures and any documents executed pursuant hereto, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior discussions, understandings, or arrangements. The User shall not assign, transfer, or delegate its rights or obligations under this Agreement, in whole or in part, without prior written consent of SHIPPRIME. SHIPPRIME may assign this Agreement without restriction.

11.6 Survival

All provisions which by their nature are intended to survive, including but not limited to clauses relating to indemnity, limitation of liability, confidentiality, intellectual property, and payments, shall survive termination or expiry of this Agreement.

11.7 Relationship of Parties

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.

11.8 Waivers

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 of India.

11.9 Contact Information

For any queries, issues, or complaints relating to the Services, the User may contact SHIPPRIME at: support@shipprime.live. The User hereby consents to receive communications, notifications, and updates from SHIPPRIME via email, SMS, WhatsApp, or any other mode of communication as may be used by SHIPPRIME from time to time. Such communications shall be deemed valid and legally binding. Notwithstanding anything provided contrary in this Agreement, the User hereby: (i) agrees that the User has voluntarily submitted the various KYC information and documents (including but not limited to Aadhaar card/OTP, PAN card, voter id, passport, driving license, GST certificate, income tax returns, entity details, etc.) and requisite information as required by SHIPPRIME from time to time; (ii) provides his consent for verification of the information and documents submitted to SHIPPRIME in order to establish its genuineness in the manner permitted by applicable laws; and (iii) provides his consent and further authorizes SHIPPRIME to share his relevant details and documents (including but not limited to business/registered name(s), phone number(s), address(es), email-id(s), PAN card, bank account details, KYC documents, etc.) with the concerned entity for processing of insurance claims and 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.