DELIVEREE CUSTOMER BUSINESS PROGRAM ACCOUNT TERMS OF USE

For use in the jurisdiction of the Republic of the Philippines. Last updated on January 1, 2024

1. Contractual Relationship

1.1 These Terms of Use (referred to as “Terms” or “User Terms”, “User Terms of Use” or “Terms and Conditions” or “User Terms and Conditions” or “UTC”) set forth the terms and conditions of service under which you may utilize, via your official Deliveree Business Program Account (“Business Account”), the following:

(a) the customer applications (the “Platform”), and
(b) the Service of Deliveree as described in this document.

1.2 “Deliveree” refers to Deliveree Private Limited and its subsidiaries and affiliates either collectively or individually.

1.3 The words “you” or “your” refer to all individuals and other persons who access or use the Platform, including, without limitation, any organizations or individuals that enroll or otherwise access or use the Platform through their respective agents, representatives, or employees.

1.4 The “Service” is Deliveree’s procurement, provisioning, management, and execution of the transportation of cargo, including the provision of value-added support services, with logistics vendors (the “Vendor” or “Vendors”).

1.5 Your access and use of the Platform or Service, via your Business Account, constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and Deliveree. If you do not agree to these Terms, you shall not access or use the Platform or Service. These Terms may be amended, modified or updated from time to time and deemed effective upon its posting. .Your continued use or access of the Platform or Service constitute your consent to be bound by the Terms as amended.

1.6 These Terms supersede any other agreements. Except with respect to any business account or business program related agreements you have entered with Deliveree, such agreements shall govern if inconsistent with these Terms. Deliveree may, at any time for breach of this agreement or for any reason and without notice, terminate access to the Platform or Service or any portion thereof.

2. License and Restrictions

2.1 License – Subject to your compliance with these Terms, Deliveree grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable access and use the Platform and Service through your Business Account. Any rights not expressly granted herein are reserved by Deliveree.

2.2 Restrictions – It is expressly prohibited to: (i) copy, use without Deliveree’s explicit permission, delete or alter any copyright, trademark, or proprietary notices from any section of the Platform; (ii) copy, modify, create derivative works from, distribute, grant a license for, lease, sell, re-sell, transfer, openly exhibit, perform publicly, transmit, broadcast, or in any other way use the Platform or Service without explicit authorization; (iii) disassemble, decompile, reverse-engineer, attempt to discover the source code or underlying technology, methodologies, or algorithms of the Platform; (iv) initiate or run any programs or scripts for scraping, indexing, surveying, data mining any part of the Platform or Service, or excessively burden or interfere with the functionality and operation of the Platform or Service, or ; (v) access without authorization or impair any element of the Platform, its associated systems, or networks.

2.3 Ownership – The Platform and Service and all rights therein are and will remain Deliveree’s property. Neither these Terms nor use of the Platform or Service convey or grant you any right to use Deliveree’s company names, logos, product and service names, trademarks or services marks.

3. Business Account

3.1 Business Account – Deliveree will allow the creation of your Business Account that will enable you to access the Platform and Service. The Platform will enable you to do, but not be limited to, the following things (as may be available in the Platform from time to time): (a) receive price quotes from Deliveree for the Service, (b) create, modify, and cancel bookings, (c) utilize tools, functions, and features associated with the bookings, (d) view booking and delivery information, which may include, without limitation, your user name together with request time and date, information about the cargo and shipment, the name and other identifying information of the Vendor, and/or the Vendor’s driver, information about the equipment being used by the Vendor, booking pick-up and delivery time and date, pick-up and delivery address and related facility information, pick-up and delivery facility contact persons and their contact information (which may include phone numbers), Deliveree customer support contact information (which may include phone numbers), trip route, distance and duration, and the price charged by Deliveree (collectively, “Platform Data”). You affirm and shall only provide truthful and valid information on the Platform Data which, subject to our data privacy policy, Deliveree may require at any given time.

3.2 Administration – You are responsible for all activity that occurs under your Business Account login credentials. You agree to (a) maintain such login credentials in confidence, (b) update all contact information as necessary to ensure that it is current, accurate, and complete, and (c) ensure and warrant that the person operating your business account is authorized to legally bind yourself or your company.

3.3 Notices – Deliveree may give notice through the Platform, electronic mail as declared in your account, or by electronic chat to your chat app associated with your phone number. Such notice will be deemed to have been received immediately after sending.

4. Fees and Payments

4.1 Fees – In consideration of Deliveree’s Services, you agree to pay all applicable charges (collectively, the “Fees”) without offset as set forth below and in the Platform.

4.2 Payment Terms – You will pay to Deliveree the final amount indicated in the Platform or any other amounts otherwise agreed between the parties; any initial price quote is based on the booking information provided by you and may change if such information is updated or altered. In such a case, you agree to pay the updated price; and you will accept electronic versions of proofs of delivery and other shipping documents.

4.3 Nonpayment – In addition to suspension and termination of your account, Deliveree reserves the right to pursue any and all remedies under applicable law, including but not limited to, reporting you to applicable authorities, financial institutions, and credit agencies for non-payment of fees and violation of this agreement.

5. Disclaimer and Limitation of Liability

5.1 Disclaimer: The Platform and Service are provided “as is” and “as available.” Deliveree disclaims any representations that are not expressly set out in these Terms, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. In addition, Deliveree makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability, or availability of the Platform or Service, or that the Platform and Service will be uninterrupted or error-free. You agree that the entire risk arising out of your access or use of the Platform or Service via your Business Account remains solely with you.

5.2 Limitation of Liability:

(a) Deliveree will not be liable for any losses or damages, including but not limited to any injury which the you or any person may suffer, any damage to property owned by you or in your possession or in the possession of any other parties, resulting from the process of transportation of the cargo.

(b) Deliveree will not be liable for indirect, incidental, special, exemplary, punitive, or consequential losses or damages, including but not limited to lost profits, lost data, personal injury, or property damage related to, in connection with, or otherwise resulting from any use of the Platform or Service even if advised of the possibility of damages. Deliveree will not be liable for any damages, liability or losses arising out of the following activities: (i) use of or reliance on the Platform or Service or your inability to access or use the Platform or Service; or (ii) any transaction or relationship between you and any third party. Deliveree will not also be liable for delay or failure in performance. In no event will Deliveree’s total liability to you in connection with the Platform or Service for all damages, losses and causes of action exceed the equivalent of USD 50.00 as expressed in the currency of the country in which the Platform and Service is provided at prevailing central bank published exchange rates.

5.3 Statute of Limitation – Regardless of any other statute of limitations provided under applicable law, no claim, litigation, or action of any kind arising from or pertaining to these terms or your use of the Platform or Service may be brought by you against Deliveree more than 6 months after the occurrence of the circumstances underlying such claim, litigation or action.

5.4 Third-Party Content – Deliveree does not control, endorse, or take responsibility for any user content or third-party content available on or linked to in the Platform.

6. Content and Information

6.1 Messaging and Calls – You agree that Deliveree may contact you and the parties involved in a booking by phone, SMS message, email, or chat messaging applications including but not limited to Whatsapp, Line, Messenger or Viber at any of the phone numbers, email addresses or chat accounts provided by you.

6.2 User Provided Content – Deliveree may, in its sole discretion, permit you from time to time to submit, upload, or share various types of content, including booking details, comments, feedback, ratings, reviews, and support requests (“User Content”). When you provide this User Content, you give Deliveree a global, endless, non-revocable, assignable, free license, with rights to further license, to adapt, replicate, transform, distribute, publicly exhibit, and use this User Content in any form and through any media, known or developed in the future, including for Deliveree’s business and on third-party platforms, without needing additional approval or compensation to you or others.

6.3 User Content Representation – You represent and warrant that: (i) you are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Deliveree the license to the User Content as set forth above; and (ii) neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor Deliveree’s use of the User Content as permitted herein will not infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

6.4 User Content Appropriateness – You agree to not create, provide or publish User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Deliveree.

7. Privacy and Data Security

7.1. By accessing the Platform or Service, you are deemed to have understood and have provided consent to Deliveree’s Data Privacy Policy, as updated from time to time, which can be found on its website: www.transportify.com.ph/information

8. Warranties

8.1 Mutual Warranties – Each party represents and warrants that: (a) such party has the full right, power and authority to enter into these Terms; and (b) such party’s acceptance of these Terms, as well as such party’s performance of the obligations set forth in these Terms, does not and will not violate any other agreement.

8.2 Customer Warranties – Customer represents and warrants that:

(a) You, your agents, your representatives and your employees have all rights and permissions necessary to disclose the information required by Deliveree in connection with the Service;

(b) You, your agents, your representatives and your employees are in compliance, and will remain in compliance with all applicable laws, rules and regulations and shall grant permission to any booked Vendors to inspect cargo, coordinate with authorities or verify destination and documentation to ensure compliance with all applicable laws, rules and regulations;

(c) You, your agents, your representatives and your employees have all necessary consents, licenses; authorizations from its customers (or other parties as applicable) to book and transport under these Terms;

(d) When availing of the Service, you, your agents, your representatives and your employees shall adequately prepare, secure, and package the cargo to withstand the reasonable duress of ordinary transportation conditions such as physical loading/unloading, physical carrying and motorized transport. This includes sealing any contents with extra care to avoid breakage, tearing, leakage, spilling, shrinkage, and/or any other nature of loss. For cargo similar in nature to furniture (ie. tables, sofas, chairs, shelves), large appliances (ie.washing machines, refrigerators, freezers), or electronic displayed (ie. monitors, televisions), you acknowledge that such items are prone to damage during transport and, as such, you have taken extra precautions in the form of protective packaging to protect such fragile cargo; and

(e) When availing of the Service, you, your agents, your representatives and your employees shall follow all weight and dimension capacity specifications disclosed in Deliveree’s Platform.

9. Value Added Services: Claims For Loss / Damage to Cargo

9.1 Without prejudice to Clause 5, Deliveree may offer Business Accounts relief for any loss, damage, or destruction of the cargo which occurs during the Period of Transportation of such cargo. For purposes of determining your eligibility for compensation under this clause, Period of Transportation shall mean the moment when the cargo has been securely placed on the delivery vehicle until such delivery vehicle arrives at the unloading area for such cargo.

9.2 The terms, conditions, rules, process and limits that govern claims for such loss or damage to cargo are provided separately in a service agreement separately negotiated between Deliveree and the Business Account.

10. Other Matters

10.1 Force Majeure – Nonperformance of either party under these Terms will be excused to the extent and during the period that performance is rendered impossible by strike, fire, flood, earthquakes, weather conditions, war, acts of terrorism, pandemic or epidemic, governmental acts or orders or restrictions, local or national disruptions to transportation networks or operations, fuel shortages or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party. This Section does not apply to your obligation to pay Fees under these Terms.

10.2 Severability and No Waiver – If any provision or provisions of these Terms are held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. Deliveree’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by Deliveree in writing.

10.3 Assignment – You may not assign these Terms without Deliveree’s prior written approval. Deliveree may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Deliveree’s equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section will be void. Subject to the foregoing, these Terms will be binding upon all successors and assigns of a party.

10.4 No Partnership – No joint venture, partnership, employment, or agency relationship exists between you, Deliveree or any third party as a result of these Terms or your use of the Platform or Service via your Business Account.

10.5 Non-Solicitation – you may not solicit Deliveree’s Vendors whom you or your organization have come into acquaintance or awareness via Deliveree’s Platform, thereby circumventing Deliveree’s Platform and Service.

10.6 Independent Enterprises – Deliveree and you are and will remain independent parties. Neither is the representative or agent of the other and neither will have any power to assume any obligations on behalf of the other. These Terms or your use of the Platform or Service do not create a joint venture, joint enterprise or partnership between you and Deliveree.

10.7 Attorney’s Fees – In any litigation resulting from these Terms or your use of the Platform or Service via your Business Account, the non-prevailing party will pay the prevailing party the prevailing party’s reasonable attorney fees and all other costs of proceedings incurred in enforcing these Terms.

10.8 Section Headers – Section headings are for convenience only and will not be considered in the interpretation of these Terms.

10.9 Confidentiality – You agree to hold in confidence any confidential and proprietary information of Deliveree that you become aware of in connection with the Platform or Service.

10.10 Jurisdiction – these Terms of Use shall be governed by the laws of the Republic of the Philippines and you submit to the jurisdiction of the competent courts of Pasig City, to the exclusion of any other court or venue.