Delivery Partner Agreement

Your engagement with iCompany to use the services of the iCompany Site are subject to your acceptance of these Delivery Partner Agreement. iCompany reserves the right, at its sole discretion, to change, modify, add or remove these Delivery Partner Agreement, in part or in whole, at any time, without prior notice to you. It is your responsibility and duty to check the Delivery Partner Agreement periodically for changes. Your continued use of the iCompany Site following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Delivery Partner Agreement, iCompany grants you a personal, non- exclusive, non-transferable, limited privilege to enter the iCompany Site.


1. Applicability of Delivery Partner Agreement
These Delivery Partner Agreement together with the Agreement shall form the complete understanding between the Parties. By accepting these Delivery Partner Agreement, you acknowledge and agree to the Delivery Partner Agreement and iCompany policies that iCompany makes applicable to you from time to time, to the fullest extent possible.


Unless defined herein, the words, phrases and capitalized terms, which are contained or referred to in these Delivery Partner Agreement, shall be construed as having the meaning thereby attributed to them in the Agreement.


2. Service and Charges
1. Subject to terms and conditions contained in these Delivery Partner Agreement and the Agreement, the Delivery Partner agrees to makes himself available on the ICompany Site to undertake Delivery Services as and when a request for the same is placed by a User through the ICompany Site, and to provide Delivery Services to the Users to the best of his abilities.
2. Delivery Partner agrees and acknowledges that the upon acceptance of an order by the Delivery Partner, Delivery Services undertaken by him shall constitute a separate contract for services under the Consumer Protection Act, 2019 or any successor legislations, between the Delivery Partner and the User, to which iCompany is not a party.
3. All reasonable attempts shall be made by the Delivery Partner to collect the order from the iCompany office and deliver it to the Users, as quickly and efficiently as possible.
4. In consideration for the Delivery Services provided by the Delivery Partner to the Users of delivering documents to the Users, the Delivery Partner may charge the Users a service fee (“Delivery Charges”), subject to such Delivery Charges being accepted by the User at the time of placement of the order. The Delivery Charges shall be agreed between the Delivery Partner and iCompany from time to time, in the manner provided under these Delivery Partner Agreement.
5. In order to incentivize the Delivery Partner for the availability committed by him/her on the iCompany Site to undertake Delivery Services as and when he is connected to a User, iCompany may, at its discretion, pay the Delivery Partner a fee (“Availability Fee”), in addition to the Delivery Charges collected by the Delivery Partner from the Users.
6. You shall not charge the Users any amount over and above the amount of Delivery Charges agreed between You and iCompany under these Delivery Partner Agreement.
7. You hereby authorize iCompany to collect from the Users, on your behalf, the Delivery Charges charged by You to the Users for undertaking Delivery Services, which shall be remitted to you on a monthly basis through such mode and on such day(s) of a week as iCompany may from time to time decide.
8. iCompany may, at its discretion, pay the Delivery Partner an additional amount and/or incentive (in addition to what iCompany collects from the Users) for the Delivery Services provided by the Delivery Partner using the iCompany Site.
9. iCompany may, at any time:
   (a) set off and deduct any amounts due from, payable by or proposed to be paid by iCompany to the Delivery Partner, including the Delivery Charges collected by iCompany from the Users on behalf of the Delivery Partner and the Availability Fee; and
   
   
   (b) apply such amounts towards any amounts due from, or payable by the Delivery Partner under or in connection with the Agreement and the Delivery Partner Agreement, including without limitation the Site Charges.
   
   
   iCompany shall have the right and the obligation to pay only such amounts due and payable by ICompany to the Delivery Partner, if any amount so remains due and payable after such set off, deduction and application as set out under this Clause 3(xvii). Nothing in this Clause 3(xvii) shall prejudice any right or remedy available to iCompany, whether under contract, law or equity to recover any amounts due from, or payable by the Delivery Partner under or in connection with the Agreement and the Delivery Partner Agreement, whether such amounts arise under contract, tort, statute or equity.


3. Obligations of Delivery Partner
1. Delivery Partner makes himself/herself available to undertake Delivery Services as and when a request for the same is placed by User through the iCompany Site.
2. If required, the Delivery Partner shall use his personal vehicle (“Delivery Partner Vehicle”) for providing Delivery Services. No vehicle of any kind shall be provided by iCompany under any circumstances.
3. The Delivery Partner shall ensure that the Delivery Partner Vehicle is well maintained and in good condition so that there are no delays in rendering Delivery Services.
4. The Delivery Partner shall have a valid and adequate insurance coverage to the Delivery Partner Vehicle. Delivery Partner shall ensure that the insurance is valid, up to date and in subsistence throughout the Term of these Delivery Partner Agreement. A copy of the insurance policy shall be given by the Delivery Partner to iCompany. The Delivery Partner further confirms that all premium payments towards the insurance policy shall be paid exclusively by the Delivery Partner. Under no circumstances shall iCompany be liable to make any payment with respect to such insurance.
5. All expenses incurred in maintaining, running and riding the Delivery Partner Vehicle shall be borne exclusively by the Delivery Partner unless otherwise agreed by iCompany.
6. During the course of undertaking Delivery Services, the Delivery Partner shall conduct himself with honesty, discipline and in accordance with the policies and instructions of the iCompany, whether presently in force or adopted in the future, including but not limited to safety, driving rules, etc. The Delivery Partner shall also comply with all Applicable Law including the provisions of the Motor Vehicles Act, 1988 and its corresponding rules.
7. Delivery Partner shall not commit any fraud while providing Delivery Services or otherwise commit any act or omission, to gain any undue advantage. Delivery Partner agrees and acknowledges that in case iCompany believes that the Delivery Partner has committed any of the foregoing while undertaking Delivery Services, iCompany shall, in addition to its right to terminate the Agreement and these Delivery Partner Agreement, in its sole discretion reserve the right to:
   (a) disable the Delivery Partner from undertaking Delivery Services through the ICompany Site for such time as it deems fit and /or
   (b) deduct the undue gain made by the Delivery Partner through the fraudulent orders from the payout including incentives thereof, if any.
   This right to withhold payout including incentives thereof may also be exercised by iCompany in the event service parameter guidelines, as prescribed by the iCompany from time to time, is not met.
8. At no time whatsoever shall the Delivery Partner tamper, damage, open or do anything to the documents of the Users that he/she is not specifically permitted to do. In case iCompany suffers any loss due to the Delivery Partner tampering, damaging or opening the packaging of documents of the Users, iCompany shall have the right to recover any loss, if any, from the payments required to be made by iCompany to the Delivery Partner under the Agreement or these Delivery Partner Agreement.
9. The Delivery Partner shall undertake the Delivery Services by himself and shall not delegate the same to any individual or third party.
10. The Delivery Partner acknowledges that the goodwill and reputation of iCompany is at stake with how effectively and efficiently the Delivery Partner renders Delivery Services pursuant to these Delivery Partner Agreement. Accordingly, the Delivery Partner shall not do any act that adversely affects iCompany and undertakes to be in compliance with Applicable Law at all times and protect the brand image, business reputation or any other asset/property of iCompany.
11. All Confidential Information procured shall at all times be kept confidential and used only for the limited permitted purposes of rendering Delivery Services.
12. The Delivery Partner is not entitled to claim reimbursement of hospitalization/ hospital bills that may be incurred by the Delivery Partner while rendering Delivery Services or incurred by his family members for any unfortunate accidents or severe illness, during the subsistence of Agreement and these Delivery Partner Agreement.


4. Obligations of iCompany
1. iCompany shall perform its obligations under this Agreement in a reasonable and timely manner in accordance with the provisions of this Agreement.
2. iCompany shall provide the Delivery Partner with such information and advice in connection with the Delivery Services.
3. iCompany shall use reasonable endeavours to keep the Delivery Partner informed of any special requirements applicable to the rendering of the Delivery Services.


5. Intellectual Property Rights
1. The Parties hereby agree that all Intellectual Property Rights shall be in absolute ownership, possession and control of iCompany and the Delivery Partner is only permitted to use such Intellectual Property Rights in connection with Delivery Services rendered under these Delivery Partner Agreement as are specifically permitted by the iCompany. The Parties hereby clarify that no license or rights is granted in the Intellectual Property Rights to the Delivery Partner under these Delivery Partner Agreement, by implication or otherwise.
2. Notwithstanding anything contained in these Delivery Partner Agreement, in the event the Delivery Partner uses the Intellectual Property Rights in such manner so as to license, sub-license, create derivative Intellectual Property Rights, use it otherwise not being in connection with Delivery Services rendered under these Delivery Partner Agreement, the same shall constitute a breach of these Delivery Partner Agreement and iCompany reserves its rights to resort to legal proceedings against the Delivery Partner for recovering damages and losses suffered or likely to be suffered.


6. Representations and Warranties
   1. The Delivery Partner represents and warrants as follows:
      The Delivery Partner has not been convicted by any court in Malaysia or any other country of any crimes including but not limited to involving moral turpitude. Further, the Delivery Partner is not a party to any pending litigation, which shall materially affect your obligations under these Delivery Partner Agreement.
   2. iCompany hereby represents and warrants as follows:
      It is fully capable of executing these Delivery Partner Agreement and Delivery Service Agreement and has the necessary authority. It shall not exercise operational supervision on the activities of the Delivery Partner as they are free to determine how to render Delivery Services so long as the iCompany’s reputation and goodwill is not damaged.


7. Termination
   1. iCompany reserves the right to terminate these Delivery Partner Agreement and/or the Agreement and deny the Delivery Partner access to iCompany Site at any time for any reason. The date on which the Delivery Partner’s access to the iCompany Site is intentionally blocked by the iCompany shall be considered as the Termination Date of these Delivery Partner Agreement and the Agreement.
   2. Without prejudice to the generality of the foregoing clause, iCompany reserves the right to terminate these Delivery Partner Agreement and the Agreement with immediate effect for:
      1. Any breach of the terms of these Delivery Partner Agreement or the Agreement by the Delivery Partner;
      2. any action or omission by the Delivery Partner which can cause legal or contractual liability for iCompany including but not limited to fraudulent conduct, User complaints, continuous unsatisfactory reviews by the Users, misconduct, negligence, and all other actions specifically prohibited under Applicable Law.
      3. iCompany is also at liberty to terminate the contract at their discretion, where, in their opinion, continuance of the services of Delivery Partner is detrimental to the business interest of iCompany due to the acts of the Delivery Partners, such as the following:
      1. Misbehavior, rude behavior with the staff of iCompany, Users or any other persons associated with the iCompany.
      2. Any acts involving criminal offence punishable under law, including physical assault, threatening any of the staff of iCompany, person associated with iCompany and any other persons.
      3. Concealment of fact / material information while entering into contract with iCompany.
      4. Commission of fraud/ misappropriation/embezzlement for undue monetary gain, which is against the interest of the iCompany.
      5. Negligence in performing the duty, causing damage of moveable and immoveable assets of iCompany, its employees, Users.
      6. Indulging in spreading content through digital media, social networking sites, or any other form, which could be detrimental to iCompany’s brand and its image.
      7. Indulging in unauthorized disclosure of Confidential Information ofiICompany to external agency, person, iCompany or organization.
      8. Failure to abide by any of the rules and guidelines given by iCompany as part of service quality standards and principles.
   3. Notwithstanding anything contained in this Clause, iCompany reserves the right to recover any amounts due and owed by the Delivery Partner and take appropriate legal actions that may be available under Applicable Law and equity for recovery of any amounts due. 7.4 In case the Delivery Partner intends to terminate these Delivery Partner Agreement and the Agreement on his own, he has to intimate iCompany in advance by giving a fifteen (15) days prior notice in writing, his intention to terminate the contract.


8. Amendment
iCompany reserves the right to change, modify, reinstate, amend or delete any terms and conditions contained in these Delivery Partner Agreement, without prior notice, at any time and in its sole discretion, by posting a change notice or a new agreement on the iCompany Site. The Delivery Partner shall be responsible for keeping himself apprised and informed of the revised terms and conditions at all times.


9. Relationship Of The Parties
The Delivery Partner is an independent business contractor and this Delivery Partner Agreement is a principal-to-principal contract. It shall not create any partnership, joint venture, employment, agency, franchise, sales representative or any vicarious and absolute liability relationship between the parties. It is clarified between the parties that neither of the parties shall be liable for any action or omission of the other party in any manner.


It is clearly understood and agreed that under these Delivery Partner Agreement no relationship of employer and employee exists between iCompany and Delivery Partner. The Delivery Partner shall not have any claim for permanent employment or employment benefits under any statutes / local laws.


10. Indemnification and Limitation of Liability
1. You agree and undertake to indemnify and to hold harmless the iCompany its affiliates, successors, agents, assigns, and each of their directors, officers, employees, associates, agents, and representatives or any third party from and against any losses, damages, liability, claims, costs, penalty and expenses (including, without limitation, reasonable attorneys’ fees) incurred by reason of:
   (i) any breach or alleged breach by you of your obligations, performance or observance of your role, functions, responsibilities, representations, or warranties under the Delivery Partner Agreement and the Agreement;
   (ii) any violation of iCompany’s policies;
   (iii) any act or omission that causes or may cause harm to the reputation and goodwill ofiICompany;
   (iv) any claim of violation of intellectual property of iCompany or any third party by your usage of Intellectual Property Rights in a manner not permitted under the Agreement and these Delivery Partner Agreement;
   (v) your misconduct or unauthorized access or use of the User data on the iCompany Site or by the transferring of such data to any third party or unauthorized disclosure or use of Confidential Information of iCompany;
   (vi) any act of theft, fraud, negligence and misconduct by you;
   (vii) any damage to the User’s property or any asset; and
   (viii) any misbehavior towards the Users or iCompany and its employees or tampering with documents packaging while performing the Delivery Services.
2. You shall be liable to indemnify and hold iCompany harmless against all damages, losses, costs and expenses incurred by iCompany as a consequence of any complaint from any User received by iCompany with respect to any error or deficiency in the Delivery Services.
3. In addition to the indemnification rights of iCompany under these Delivery Partner Agreement, iCompany shall also be entitled to such other remedies available under Applicable Law for breach of contract where time is of essence.
4. In no event will iCompany be liable for any losses arising from or in connection with these Delivery Partner Agreement and the Agreement, pursuant to any claim by the Delivery Partner against iCompany under contract, tort or otherwise, if such losses could have been avoided by the Delivery Partner using reasonable efforts to mitigate them.
   
   
   Further, the iCompany shall also not be liable to the Delivery Partner in contract, tort or otherwise for indirect, special, incidental, exemplary, punitive, or consequential damages of any kind whatsoever even if advised of the possibility of such damages.
5. iCompany shall not be responsible or liable for any loss or damage, howsoever caused or suffered by the Delivery Partner arising out of the use of the Site Services offered by the iCompany to the Delivery Partner directly or indirectly, for any reason whatsoever, including but not limited to damage or loss caused to the Delivery Partner as a result of User’s non-compliance, which includes, but is not limited to, any incorrectly placed instructions, malfunction, partial or total failure of any network terminal, data processing system, computer tele-transmission or telecommunications system or other circumstances whether or not beyond the control of iCompany or any person or any organization involved in the above mentioned systems.
   
   
   Without prejudice to the above, iCompany shall not be liable for any direct or indirect loss or damage, which may be suffered by the Delivery Partner as a result of any failure by a User to show up within any stipulated time even if iCompany has agreed to such timing or even if the User has advised iCompany of the possibility that he / she may not show up within the stipulated time.


11. Specific Indemnity
The Delivery Partner shall be solely liable for any and all accidents/incidents involving the Delivery Partner Vehicle, while providing the Delivery Services. iCompany shall not be held liable for any such accidents/ incidents involving the Delivery Partner.


12. Set-Off
    In addition to any other remedies provided under a contract including the Agreement and these Delivery Partner Agreement or provided by law or in equity, iCompany may, at any time, without notice to the Delivery Partner, set off any liability of the Delivery Partner to iCompany against any liability of iCompany to the Delivery Partner, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Agreement or these Delivery Partner Agreement.


13. Penalty
Notwithstanding anything contrary contained in these Delivery Partner Agreement or the Agreement, iCompany shall reserve a right to charge you a penalty in the event you indulge in fraudulent activities while providing Delivery Services. The penalty may be deducted from the payments made to you by iCompany.


14. Miscellaneous
Force Majeure: Neither Party shall have any liability under or be deemed to be in breach of these Delivery Partner Agreement or the Agreement for any delays or failures in performance of these Delivery Partner Agreement and the Agreement which results from circumstances beyond the reasonable control of that Party such as acts of god, fire, earthquake, tempest, flood, lighting, violence of any army or mob or enemies of the country.


Assignment: No rights or liabilities under these Delivery Partner Agreement and the Agreement can be assigned by any of the Parties hereto without the prior written consent of the other Party.


Entire Agreement: These Delivery Partner Agreement shall be read along with the Agreement supersedes all prior discussions and agreements (whether oral or written) if any, between the Parties with respect to the subject matter of these Delivery Partner Agreement and the Agreement.


Term: These Delivery Partner Agreement and the Agreement shall, unless specifically terminated in accordance with the provisions contained herein, be valid and effective from the date of the execution of the Agreement till such time that the Delivery Partner continues to remain enlisted with the iCompany Site.


Waiver: No waiver of any part of these Delivery Partner Agreement and the Agreement or consent to any departure from it by any Party shall be effective unless it is in writing. A waiver or consent shall be effective only for the purpose for which it is given. No default or delay on the part of any Party in exercising any rights, powers or privileges operates as a waiver of any right, nor does a single or partial exercise of a right exclude others.


Severance: Any provision of these Delivery Partner Agreement and the Agreement which is invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without affecting in any way the validity, legality and enforceability of the remaining provisions hereof.


The information shared by Delivery Partner pursuant to this Agreement shall be used in accordance with the Privacy Policy.


15. Confidentiality
Other than for provision of Delivery Services by the Delivery Partner, iCompany does not share any other information of the Delivery Partner with third parties unless requisitioned by (i) government authorities or (ii) the Delivery Partner, whether orally or in writing (via email, phones etc.) for any purpose whatsoever. Other than for the purpose of undertaking Delivery Services, the Delivery Partner must not disclose any confidential information about iCompany, including but not limited to these Delivery Partner Agreement, its business strategies, pricing, revenues, expenses, User data,and order information to third parties.