GENERAL TERMS AND CONDITIONS OF DELIVERY SERVICES
1. ENTIRE CONTRACT
1.1 This general terms and conditions for delivery services and its Appendix(ces) (the “Agreement”) and terms herein shall form the entire legally enforceable and binding contract between Ninja and Shipper in respect of the subject matter and services described herein.
1.2 Shipper agrees that Ninja may in its discretion from time-to-time revise any terms of this Agreement, including any pricing, fees and discounts, by notification through email, Dashboard, Ninja’s website, written messages or otherwise. Shipper shall review Dashboard or Ninja’s website for any such revised terms. Once Ninja notifies revision of any terms of this Agreement and Shipper creates an order to ship any parcels, such revised terms are binding on and deemed to be accepted by the Shipper. Ninja is not obliged to tell you any reasons for any revision.
2. NINJA’S DELIVERY SERVICES
2.1 Once Shipper accepts this Agreement, Shipper may create or use an account on Dashboard (or its successor), which Shipper acknowledges and agrees to be Ninja’s proprietary software platform and portal for shippers to access and obtain delivery and other services from Ninja.
2.2 Unless otherwise stated in this Agreement, no title or property rights in the Shipper’s parcels shall pass or be transferred to Ninja.
2.3 Ninja shall not be obliged to open and inspect any parcel provided by the Shipper. If inquired by authorities or reasonably necessary, Ninja and its agents have the right to relabel or open and inspect any parcel of the Shipper without prior notice and charge relabelling and/or repackaging fees to Shipper.
2.4 Shipper agrees that Ninja will carry out delivery and other services under this Agreement by: (a) relying on delivery details provided by Shipper on Dashboard for the pickup (excluded for Ninja Packs), delivery and return of parcels; (b) following its own routing,diversions and its prevailing standard operating procedure for delivering the parcels; and (c) using every reasonable effort but without any guarantee of deadlines for pickup, delivery and return of parcels (collectively, the “Delivery Services”), always provided that Ninja may in its discretion and at any time reject an order for Delivery Services by the Shipper.
2.5 Shipper agrees that: (a) Ninja does not represent that its Delivery Services meet any service level or industry standard; and (b) Ninja’s prevailing standard operating procedure, routing and schedules are not legally binding and do not form part of this Agreement.
2.6 If delivery cannot be made for any reason whatsoever, Ninja will make reasonable efforts to return the parcel to the Shipper (which shall be deemed as completed delivery); failing which, Shipper authorises Ninja to treat the parcel as abandoned and dispose of the parcel as Ninja deems fit, including but not limited to destroying or reselling parcel’s contents
2.7 Unless Shipper notifies Ninja with reasonable proof within 7 days, Shipper agrees that pickup, delivery and/or return of parcels are deemed completed when Ninja sends a notification to Shipper. Proof of delivery may include photograph that parcel is left at delivery address.
3. CASH ON DELIVERY COLLECTION SERVICES
3.1 At the Shipper’s election in respect of a delivery ordered by Shipper on Dashboard, Ninja will perform collection of cash payment on Shipper’s behalf from the Shipper’s customer at the point of delivering parcels (“COD Services”).
3.2 If COD Services are applicable, Ninja will carry out the COD Services by (a) relying on the information on Dashboard as provided by Shipper; and (b) taking reasonable efforts to collect cash payment from the parcel recipient prior to handing over the parcel.
3.3 Notwithstanding any term in this Agreement, Ninja may in its discretion decline to perform COD Services for any parcel
3.4 Ninja has a strict policy against abuse of staff and Shipper acknowledges that Ninja cannot control parcel recipient’s behaviour and conduct. If the parcel recipient insists on opening or otherwise damages the parcel, Ninja shall not be responsible for any parcel damage or failure to collect cash payment. If the parcel recipient is abusive, Ninja may deny Delivery Services to the recipient.
4. CUSTOMS, EXPORT AND IMPORT
4.1 Where necessary, Ninja may perform any of the following activities on the Shipper’s behalf in order to carry out Delivery Services for the Shipper: (a) complete and endorse any forms and documents to be submitted to customs and other authorities; (b) act as Shippers’ agent for the purposes of customs clearance, import control and export control; and (c) all other reasonable and necessary acts necessary to complete the Delivery Services.
5. SHIPPER’S WARRANTIES
5.1 Shipper agrees and warrants that:
(a) Shipper will ensure that only Shipper’s authorised representatives use Dashboard to place delivery orders.
(b) Shipper will provide, for Ninja’s delivery, safe parcels that comply with the Packaging & Prohibited annexed or Guidelines and List published on Dashboard or Ninja’s website, and are not prohibited by any laws.
(c) Shipper will comply with all applicable personal data and privacy laws and, in any event, provide to Ninja with personal and delivery information that are collected legally.
(d) Shipper will provide all complete and truthful details (including description of parcel’s content) as reasonably required by Ninja to complete services for the Shipper.
(e) Shipper shall ensure that the contents of the parcel are permitted under applicable local laws to be shipped and/or sold.
(f) Shipper has the authority, capacity and all required business and trading permits and licences to enter into this Agreement.
(g) Shipper shall, upon Ninja’s request, provide identification documents of, documents to verify the business of and parcels shipped by the Shipper.
(h) Shipper will not use the services of Ninja (including Dashboard) to carry out any illegal or unethical acts or for any abusive, illegal or unethical purposes.
(i) All parcels handed over to Ninja are packed by Shipper in accordance with this Agreement without unauthorised person’s interference.
(j) If Shipper is a delivery service aggregator or reseller, Shipper shall procure its customers to comply with this Agreement as if they are the Shipper and Shipper agrees that its customer’s breach of this Agreement is deemed to be Shipper’s breach.
(k) Shipper shall not use Ninja’s trademarks, logos or other intellectual property rights without Ninja’s prior written consent.
(l) Shipper shall at all times comply with all terms and conditions of this Agreement.
5.2 If Shipper breaches any of the foregoing warranty, without prejudice to any other remedies that Ninja has under this Agreement or applicable law, Ninja may apply one or more of the following:
(a) Ninja may dispose parcels as it sees fit;
(b) Shipper indemnifies and hold harmless Ninja in relation to all losses, damages and legal costs, whether brought by third parties or not, that Ninja may suffer as a result of such breach;
(c) Ninja may without prior notice to the Shipper suspend services to the Shipper or suspend Shipper’s access to Dashboard until Ninja determines that Shipper is no longer in breach or has rectified a breach; and/or
(d) Ninja may without prior notice to the Shipper withhold any amounts due to Shipper to settle any losses, damages and legal costs claimed against or incurred by Ninja
6. INVOICING AND PAYMENT
6.1 In respect of the Delivery Services and COD Services completed by Ninja, Shipper shall pay Ninja the fees, less any discounts agreed in writing, and surcharges as described in this Agreement.
6.2 Upon commencement of Delivery Services and COD Services, Ninja may at any time in its discretion issue invoices to the Shipper, always provided that invoices may not be issued more frequently than once every calendar week (“Shipper Invoice”) or such other period as determined by Ninja in its discretion.
6.3 The Shipper Invoice shall state the fees payable by Shipper to Ninja for Delivery Services and COD Services completed in the invoicing period stated therein
6.4 For every single Shipper Invoice, Shipper agrees that:
(a) Ninja will compute fees payable by Shipper according to weight of parcels as reasonably determined by Ninja, which Shipper shall accept, and according to the Delivery Services Pricing (and all varied prices) effective at the point of order creation.
(b) Ninja may in its sole discretion apply any amounts collected by Ninja for Shipper under COD Services towards the payment of Ninja’s fees for Delivery Services and COD Services. Upon such application, Shipper is obliged to pay the balance amount (if any) to Ninja.
(c) Unless extended by Ninja in writing, or as per the Shipper Invoice, the amount (or balance amount) as stated in the Shipper Invoice is due and payable by Shipper to Ninja on the 30th day from the date of the Shipper Invoice or such other period as determined by Ninja in its discretion.
(d) For non-payment or late payment, Shipper agrees that Ninja may charge a fee of 5% per annum, or otherwise indicated in Shipper Invoice, on any due sum unpaid by Shipper.
6.5 No later than 28 days from the end of a calendar month, Ninja will provide COD collection statement (by posting on Dashboard or otherwise) and pay over to Shipper all COD collected by Ninja under COD Services in the said calendar month or such other period as determined by Ninja in its discretion, always provided that Ninja may first apply this COD collected towards the payment of Ninja’s fees for Delivery Services and COD Services as stated under Clause 6.4 above. Upon such an application, Ninja shall pay over the balance cash amount (if any) to the Shipper.
6.6 Ninja’s obligation to make any payment under this Agreement is deemed completed upon remittance to the Shipper’s bank account stated herein or any bank account informed by Shipper to Ninja.
6.7 Once Ninja issues the Shipper Invoice and/or COD collection statement and communicates it to the Shipper by post, email or any other means mean, the Shipper has 7 days to inform Ninja in writing about any dispute, discrepancy or incorrectness, failing which the Shipper agrees that the Shipper Invoice and/or COD collection statement is deemed to be complete and correct.
6.8 Shipper shall not withhold any payment even if there is a dispute, except that Shipper may withhold payment of the amount that Shipper has informed Ninja of a dispute, discrepancy or incorrectness as per Clause 6.7
6.9 Notwithstanding any clause in this Agreement to the contrary, Ninja is authorised to set off any sums due from Shipper to Ninja, whether under this Agreement or any other agreement, and sums claimed by Ninja from Shipper against any sums due from Ninja to Shipper under this Agreement. Ninja may from time to time, but shall not be obliged to, exercise this right to set off and shall thereafter notify the Shipper of any set off
7. NINJA’S LIABILITY
7.1 If Ninja is unable to perform any services under this Agreement by reason of any events beyond its control (including but not limited to civil unrest, war, governmental regulations, inspections by authorities, pandemic-related measures, natural disaster and acts of god) (“Force Majeure Event”), Ninja’s obligation to perform the services shall be immediately suspended for the period that the Force Majeure Event subsists, and Ninja shall not be liable to Shipper for any losses and damages whatsoever.
7.2 With regards to any loss or damage of a parcel (including their contents), that are reasonably attributed to Ninja’s fault and not attributed to a Force Majeure Event, Ninja’s liability to compensate the Shipper shall be limited to the value of the parcel’s contents (as declared by Shipper on Dashboard) or the local currency amount equivalent to RM200 per parcel, whichever is lower. Unless a claim for loss or damage of parcel is made within 7 days from the completion of Delivery Services and according to Ninja’s prevailing standard procedure, Shipper irrevocably and perpetually waives all claims for lost or damaged parcels.
7.3 For High Parcel Liability Cover, if Shipper agrees to pay Ninja a High Parcel Liability Cover Fee in respect of a parcel that is the subject of Delivery Services, Ninja agrees to extend its liability to compensate Shipper under Clause 7.2 to the full value of the parcel or the Maximum High Parcel Liability Coverage.
7.4 Ninja shall not be liable to the Shipper for any losses and damages arising from any delivery delays, unavailability of Ninja’s software and/or circumstances beyond Ninja’s control, consequential losses, loss of profits, loss of revenue and third parties’ claims against Shipper howsoever arising.
7.5 Without prejudice to any other clause in this Agreement, if any exclusion of Ninja’s liability for a claim, loss or damage in this Agreement is rendered illegal, invalid or unenforceable, Ninja’s liability for that claim, loss or damage shall be limited to a refund of the service fees paid by the Shipper to Ninja.
7.4 Ninja shall not be liable to the Shipper for any losses and damages arising from any delivery delays, unavailability of Ninja’s software and/or circumstances beyond Ninja’s control, consequential losses, loss of profits, loss of revenue and third parties’ claims against Shipper howsoever arising.
8. OTHER CLAUSES
8.1 By providing Shipper’s and customers’ personal data to Ninja to such extent as may be allowed by the Personal Data Protection Act 2010 in relation to this Agreement and all applicable laws, Shipper warrants and represents that it/its customers has/have agreed that Ninja may use such personal data in accordance with the terms and purposes set out in Ninja's Privacy Policy (https://www.ninjavan.co/en-my/privacy-policy), and for Ninja to share such personal data with affiliates or third parties and/or transmit the same overseas to such parties for such purposes
8.2 Either Ninja or Shipper may terminate this Agreement by giving 14 days’ written notice. All rights, obligations and benefits that accrued prior to the termination date shall be unaffected.
8.3 This Agreement forms the entire legally binding and valid contract between Ninja and the Shipper and supersedes all prior versions of signed contracts and understanding. Prior agreements between Ninja and the Shipper that concerns the subject-matter herein are deemed to be terminated.
8.4 Shipper shall keep confidential and not disclose to anyone the rates, terms and Ninja’s performance under this Agreement.
8.5 Ninja may subcontract any part of or the whole of this Agreement to an affiliate or third party to perform on behalf of Ninja
8.6 Shipper may not assign, transfer or novate any obligations or benefits under this Agreement without Ninja’s written consent.
8.7 Ninja may assign, transfer or novate any obligations or benefits under this Agreement without Shipper’s written consent and Shipper shall take all steps necessary to enable Ninja to complete such assignment, transfer or novation.
8.8 This Agreement may not be enforced by and does not confer any benefit on any third parties
8.9 No delay in exercising any right shall constitute a waiver. No waiver shall be valid unless in writing and signed.
8.10 If any clause or part of this Agreement is invalid, illegal or unenforceable for, that clause or part of this Agreement shall be severed from this Agreement and the remainder of the Agreement shall remain valid and enforceable.
8.11 This Agreement shall be governed by the laws of Malaysia.
APPENDIX 1 – PACKAGING & PROHIBITED ITEMS GUIDELINES
1. The following is a non-exhaustive list of packaging guidelines and prohibited items prepared by Ninja, which the Shipper shall comply with:
(a) External Packaging: All parcels must have external packaging that covers 100% of exposed area (e.g. carton box or polymailer), otherwise please shrink or bubble wrap the entire package.
(b) Internal Packaging: Package should be packed tightly and snugly, if not please fill up the empty spaces in between with e.g. paper, packing foam, etc.
(c) Wrap ceramics, glass and other fragile items in protective material such as bubble wrap before placing such items in an outer box.
(d) Irregular Package: Place irregular sized items in a large box. Package should be packed tightly and snugly. If not, please fill up the empty spaces in-between with e.g. paper, packing foam, etc.
(e) Ceramics: Wrap ceramics, glass and other fragile items in protective materials (e.g. bubble wraps).
(f) Parcels should be able to withstand the normal impact of transport handling. For parcels with sensitive exteriors such as gift boxes, please ensure they are shrink or bubble-wrapped and packed in a cardboard box.
(g) All fragile items must be labelled with a fragile sticker.
(h) Ensure that the exterior or packaging does not have any old addresses or tracking labels. If using a pocket pouch, please ensure the pouch is firmly pasted and the pouch opening must be sealed properly.
(i) Each parcel must have a unique tracking label.
(j) Ensure that all electronic devices are powered off, and batteries should be removed from devices if possible.
(k) When sending bottled/liquid items (alcohol prohibited), please bubble wrap the item, put them in an upright position and label the parcel with a “fragile” sticker. Claims made for items without bubble wrap and fragile stickers would be rejected.
2. A Parcel is unacceptable if:
(a) it is hazardous, illegal, dangerous, harmful, prohibited or restricted under any applicable laws;
(b) it is not labelled properly or does not adhere to packaging guidelines set out above;
(c) it contains alcohol, credit/debit/ATM cards, decaying items, human or animal remains, religious artefacts, narcotics, firearms/swords or weapons, living things or plants, perishables (e.g. vegetables, fruits, meat, etc.), requires cold chain or temperature controlled handling, poisonous or toxic substances, examination certificates, passports and insurance documents which cannot be reproduced, cash, cheques, bills, stock and other marketable securities, written drafts, original films, tapes and film material which cannot be reproduced, flammable, ignitable, or volatile items (e.g. fireworks, kerosene, gas canisters, paint thinner, etc.);
(d) the sum of its dimensions (length + width + height) exceeds maximum 200cm in combined dimensions (L+W+H) and exceeding 100cm per side; or
(e) it is heavier than 30kg.
