Preamble

NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual promises and agreements contained herein, the Company hires the Delivery Partner to work under the terms and conditions hereby agreed upon by the Parties as set out hereunder in this Agreement. 

Now, therefore, the Parties agree as follows:

Definitions

“Agreement” shall mean the main body of the Delivery Partner Service Agreement including any Schedules thereto and including these Terms and Conditions, each of which as amended from time to time;

“Confidential Information“ means information and data whether oral, written or stored by any means whatsoever relating to Delivery Partner or Company, or its respective business that:

(a)   is by its nature confidential;

(b)   is designated as confidential;

(c)   the receiving party knows or ought to know is confidential; or

(d)   is personal information within the meaning of the Personal Data Protection Act 2010;

and where the release of that Confidential Information could reasonably be expected to cause harm to the Company.

“Items” shall mean goods and/or food and/or beverages and/or packages and/or parcels

“Personal Data” shall mean any information relating to an identified or identifiable individual or legal entity as defined by the applicable data protection laws;

 “Service(s)” shall mean the services referred to in this Agreement;

“Service Fee” shall mean the consideration paid by the Company to the Delivery Partner for the provision of the Services in accordance with this Agreement;

“Vehicle(s)” shall mean motor vehicles including cars, motorcycles, van, lorry, pickup truck, tankers and trailers.

“Party” or “Parties” shall have the meaning as specified on the coversheet of the Delivery Partner Service Agreement;

Interpretation

A reference to the singular shall include the plural and vice versa and use of the masculine gender only shall include the feminine gender and vice versa;

Any reference to a Party or the Parties is to a party or the parties (as the case may be) to this Agreement and will include any permitted assignees of such Party;

References to this Agreement, the Schedules (and parts thereof) and Sections hereof and parts thereof shall be construed as references to such Agreement, Schedules (and parts thereof) and Sections and/or parts thereof as the same may be amended, varied, modified or altered from time to time by mutual agreement in writing of the Parties;

The Schedules hereto as set out herein shall form an integral part of this Agreement and shall have the same force and effect as if set out in the body of this Agreement.

“Including” shall not be construed as a term of limitation and means “including (without limitation)” if not expressly stated otherwise;

“Writing” shall include any modes of reproducing words in a legible and non-transitory form;

References to a month mean a calendar month, and where not further specified, a period of thirty (30) consecutive days.

1.0       Term of this Agreement

This Agreement shall become effective and commence as of the Effective Date set out in the main body of this Agreement and shall continue until and unless terminated earlier in accordance with this Agreement or by law.

2.0       Services

2.1 This Agreement may be amended in writing from time to time to further specify the Services that are to be provided hereunder in more detail.

2.2 The Delivery Partner shall provide the following Services to the Company:

a) To collect and/or deliver all Items assigned by the Company.

b)To ensure timely delivery of Items.

c)The Delivery Partner shall immediately inform the Company when it encounters a problem that causes a delay as soon as it receives the order information and/or upon detection of any events that may materially affect the delivery of the Services and/or Items.

d)To inspect and be responsible for the Items.

e)To check and be responsible for any accumulated cash.

f)To prioritize the best routing for more than one collection and/or delivery at a time.

g)To document and keep record of information on all collection and delivery including proof of payment and proof of delivery as well as problems encountered (if any) for record keeping and/or information purposes as per the Company’s required format or procedure and to provide the same as and when requested or required by the Company.

h)To receive and perform progressive collection and/or delivery requests on a weekly basis from the Company as required.

3.0 Obligations of the Delivery Partner

a) The Delivery Partner shall collect and/or deliver all Items within the allotted time with a high level of service and compliance to all relevant and valid health, safety and hygiene standards.

b) The Delivery Partner shall diligently operate equipment purchased by it or provided by the Company for the purpose of carrying out its Services under this Agreement. The Delivery Partner shall always wear the Company’s uniform & cap provided by the Company when performing the Services

c) The Delivery Partner shall perform its Services carefully with the highest standards of care, skill and diligence in accordance with professional service providers, including without limitation, in order to comply with traffic laws and regulations and any penalty or fines received by the Delivery Partner from the relevant authority whilst carrying out its Services shall be borne by the Delivery Partner.

d) The Delivery Partner shall provide the best customer service as per the Company and industry standards.

e) Training & briefing will be provided on how to perform the Services, manage each collection or delivery, based on the type of goods – delicate/fragile/food/heavy or large items as well as communication skills with customers. Training will include types of services available for customers to choose on the Company’s platform (door-to-door/ helper etc).

f) All cash collected by the Delivery Partner must be submitted to the Company at the end of each period of provision of the Delivery Partner’s Services and such cash collection must match the Company’s report or records. The Delivery Partner shall be fully responsible for all cash collected on behalf of the Company while such cash is in his possession; and will indemnify the Company for the loss of cash owed to the Company while such cash is in his custody.

g) The Delivery Partner shall report to the Company of any suspicious activity arising from the collection of cash from the Company’s customers to enable the Company to take immediate mitigation measures if required.

h) The Delivery Partner will not disclose or provide the ID login identity and password provided by the Company to any third party (including any third party software or application, unless authorized by the Customer and/or Company to do so) (“Third Parties”) or authorize access, provision or transfer his/her account in any way to any Third Party.

i) The Delivery Partner also may not subcontract or assign any of its Services to any Third Parties without the written consent of the Company. The Company reserves the right to terminate this Agreement immediately and lodge a police report if the Delivery Partner breaches its obligations. The Delivery Partner will indemnify the Company for any claims, losses or damages arising from the Delivery Partner’s breach of obligations under this Agreement.

j) The Delivery Partner shall comply with its obligations under Clauses 17.0 (Data Security and Protection) and 18.0 (Privacy Policy) below.

k) The Delivery Partner shall not use the Company’s permit, letter or letterhead for his/her personal use.

4.0 Place of Service

The Delivery Partner’s place of service shall be in the area where the Company provides its services in Malaysia. The Company reserves the right to adjust the delivery zone at any time.

5.0 Service Fee & Benefits

a) The Company shall pay the Delivery Partner a weekly Service Fee as agreed by the Parties under this Agreement.

b) The Parties agree that for each collection or delivery of Items, the Delivery Partner shall receive 83% (“Service Fee”) of the amount from the total charge incurred for each collection or delivery and the Company shall deduct the balance 17% as management fee.

c) The Company pays the Service Fee on Wednesdays. The Delivery Partner shall receive his Service Fee, which shall be credited to the bank account provided by the Delivery Partner to the Company, on the Wednesday after next, upon completion of each collection and/or delivery task that the Delivery Partner has performed.

d) The Company reserves the right and has the absolute discretion to change the Service Fee at any time and will notify the Delivery Partner in advance in the event of such change. If the Delivery Partner continues to make deliveries on behalf of the Company, the Delivery Partner will be deemed to have accepted such changes.

e) Vespa Owner Incentive – The Company shall provide the Delivery Partner with a monthly incentive if the Delivery Partner provides the Services with a Vespa (Company brand Vehicle) and meets a minimum of ten (10) deliveries every week.

f) Partnering Incentive – The Company shall provide the Delivery Partner with discounts or coupon codes if he/she uses the Company’s services.

g) Multiple Vehicle Incentive – The Company shall provide the Delivery Partner with a monthly incentive if the Delivery Partner registers more than one Vehicle under the Company and meets a minimum of ten (10) deliveries every week.

h) Customer Service Excellency Incentive – The Company shall at its sole and absolute discretion select and reward three (3) of its top Delivery Partners on a monthly basis for their overall commitment, performance and customer satisfaction.

i) The Company shall provide the Delivery Partner with the Company’s bank account number for remittance of any cash payment collected by the Delivery Partner from the customer. The Delivery Partner shall also provide the proof of deposit upon remittance of the same to the mobile number to be provided by the Company within the allocated timeframe as follows:

• All cash collected by the Delivery Partner before 6pm must be deposited by 9pm the same day and;
• All cash collected by the Delivery Partner after 6pm must be deposited by 9am the following day.j) The Company shall make a deduction from the Delivery Partner’s Service Fee if the Delivery Partner does not return the cash collected from the customer to the Company.

k)

(a) The Delivery Partner who uses any Vehicle, except a motorcycle, shall pay a non-refundable sum of RM50.00 to the Company for the supply of the Company Uniform (two (2) t-shirts and a cap); and

(b)The Delivery Partner who uses a motorcycle, shall be required to pay a sum of RM200.00 to the Company which shall include the Company Uniform and a delivery box to be placed at the back of the Delivery Partner’s motorcycle. Upon termination of the Delivery Partner’s Services, the Company shall refund the Delivery Partner a sum of RM100.00 only upon return of the delivery box to the Company provided however, that the delivery box is returned to the Company in good condition save normal wear and tear.

l) The Company shall reserve the right to review and hold the Delivery Partner’s receipt of any incentive under this Agreement if the Company receives any complaints about the Delivery Partner from the customer.

6.0 Equipment

a) The Delivery Partner shall use his own Vehicle (as applicable) and mobile phone and is fully responsible for all equipment costs (including but not limited to fuel, maintenance, parking, tolls and mobile data) while providing Services to Company.

b) The Delivery Partner shall at all times while providing the Services use the equipment he has purchased from the Company, including the delivery box (applicable for Delivery Partners using a motorcycle only) and Company Uniform.

c) If the Delivery Partner performs the Services prior to the purchase of equipment or acceptance of purchased equipment, the Delivery Partner may use his/her own equipment, which is appropriate to perform the Services under this Agreement.

d) The Delivery Partner’s Vehicle should be clean, well maintained and in good condition.

e) The Company shall perform spot checks on the Vehicle’s cleanliness & maintenance at their discretion to ensure that the Items are delivered in a clean & safe environment.

7.0 Hours of Service and Termination of Agreement

a) The Delivery Partner shall provide his Services, including collection and/or delivery between 7.00 AM and 11.00 PM, Monday to Sunday.

b) The Delivery Partner shall report at least thirty (30) minutes prior to going online for the day and shall be fully equipped to supply the Services in accordance with this Agreement.

c) The Delivery Partner shall be obliged to complete pending deliveries if contacted by the Company as and when required after going offline for the day.

d) The Delivery Partner shall inform the Company when they are starting the day (online) & ending the day (offline).

e) The Company shall contact the Delivery Partner that has been assigned with the collection and/or delivery task and delegate the task based on the Delivery Partner’s availability. There is no reciprocal obligation for the Company to provide work to the Delivery Partner to take on and accept any assignment prior to and/or during the shift. During the shift, the Delivery Partner may decline any collection and/or delivery task and it will be handed over to another Delivery Partner.

f) Delivery Partner shall provide proof of collection and/or delivery at the end of each task via the agreed method & format to be provided by the Company.  

g) The Company may terminate this Agreement at any time upon presentation of seven (7) days written notice without providing any explanation or reason to the Delivery Partner. All payments due to the Delivery Partner will be fully settled during this seven (7) days.

h) The Delivery Partner may terminate this Agreement at any time by presenting a seven (7) days written notice notifying the Company. The Delivery Partner shall deliver to the Company record of information on all collection and delivery including proof of payment and proof of delivery as well as problems encountered (if any) as per the Company’s required format or procedure within twenty-four (24) hours of presenting the written notice to terminate this Agreement.

i) In the event of termination, the Company shall make payments to the Delivery Partner as stipulated under this Agreement for all work performed up to the date of termination.

8.0 Independent Contractor Relationship

The Delivery Partner’s relationship with the Company shall be an independent relationship, and nothing in this Agreement or any document referred to in it or any arrangement contemplated by it is intended to or shall operate (i) to create an employment or distribution relationship, partnership, trust, joint venture, limited liability company, association or other co-operative entity between the Parties for any purpose whatsoever, or (ii) to be qualified as an instruction from the Delivery Partner to the Company on how to run its business (iii) to authorise a Party to act as agent for the other Party, or (iv) to grant authority to act in the name or on behalf of, or to assume or enter into any obligation on behalf of, or otherwise to bind the other Party in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

The Delivery Partner is not entitled to receive under this Agreement for any benefits that may be provided by the Company to its employees, including but not limited to contributions of social security organizations (SOCSO), pension schemes, Employees Provident Fund (EPF) commissions, bonuses or commissions, group health insurance, life insurance, profit sharing, retirement benefits, paid leave, leave or sick leave, or workers ’compensation insurance.

The Delivery Partner is a self-employed employee engaged under the contract for services, and the Company does not owe the Delivery Partner any obligations normally associated with an employer-employee relationship.

9.0 Liability

The Company shall not be liable for any loss or damage caused by or in connection with the delivery operations performed by the Delivery Partner on behalf of the Company. In particular, the Company will not be liable for any claims against the Delivery Partner. The Delivery Partner shall indemnify the Company from any costs, losses, claims, damages and fees (including reasonable legal fees) in respect of any claims made against the Company arising out of breach of this Agreement by the Delivery Partner or arising from any act or omission of the Delivery Partner. The Delivery Partner shall be responsible and shall fully indemnify the Company for all damages caused by late delivery or failure in the event of late delivery or failure due to the Delivery Partner’s misconduct or negligence and for such acts or omissions as a result of fraud, wilful misconduct, breach of confidentiality or data protection obligations or which cause death or a personal injury or in case of the infringement of third party rights

10.0 Insurance

The Delivery Partner is solely responsible for the purchase and maintenance of adequate insurance coverage, and shall include third party liability insurance, for the purpose of using his/her Vehicle in carrying out the Services under this Agreement. Delivery Partner shall submit a copy of a valid driving license and insurance to the Company upon acceptance of this Agreement.

11.0 Return of Property

The Delivery Partner shall return to the Company all documents, property, records, goods, Confidential Information and materials in its custody owned by the Company, its dealers and / or customers and shall not keep copies (including electronic copies).

12.0 Property Ownership

The Delivery Partner acknowledges and agrees that all documents produced by the Delivery Partner, including but not limited to memoranda, research notes, correspondence, emails, applications, reports during the supply of Services to the Company, are the property of the Company and the Delivery Partner has no title, interest or rights in it.

13.0 Amendment

a) The Company reserves the right to change the terms of this Agreement. The Company shall notify the Delivery Partner of such amendment, modification or variation in writing and the effective date of such amendment.

b) All amendments, modification or variation will be effective from the date notified by the Company without the need for additional signatures or documentation.

14.0 Confidentiality

The Delivery Partner shall, during and after the termination of the contract, to comply fully to keep confidential all Confidential Information, customer information as well as information obtained from third parties on business secrets with third parties on business or company secrets that the Delivery Partner may need to know during the Delivery Partner’s work. This obligation will survive indefinitely upon termination of this Agreement.

15.0 Waiver

If any provision of this Agreement is deemed by a court to be invalid or unenforceable, (a) the provision shall be deemed to be modified to achieve to the extent possible economic effect similar to the original provision, and (b) the validity and enforceability of the remaining provisions of this Agreement will not be affected or affected thereby.

The failure or delay by a Party in exercising any right, power or remedy provided by law or under this Agreement or any other document referred to in it shall not be qualified as a waiver or release thereof. A waiver of any breach or default in the performance of any obligation under this Agreement shall not constitute a waiver of any other existing or future breach or default and shall not affect the other terms of this Agreement. No waiver or release shall be effective unless in writing and signed by the Party against whom such waiver or release is asserted.

16.0 ‘Injunctive Relief’ for Breach of Agreement

The Delivery Partner agrees that its Services under this Agreement are of a unique nature that provide a certain value and the Delivery Partner’s breach of any such obligation will result in irreparable and continuing damage to the Company, for which there is no adequate settlement of the law; and, in the event of such breach, the Company will be entitled to an ‘injunctive relief’ and/or an order for specific execution, and any other and subsequent ‘relief’ as appropriate (including financial damages if appropriate).

17.0 Data Security and Protection

a) The Delivery Partner shall comply with all its obligations under the Personal Data Protection Act (“PDPA”) at its own cost.

b) The Delivery Partner shall only process, use or disclose the customer’s Personal Data (which refers to data about the customer that can be identified from that data only, or from that data and other information that the Delivery Partner has or may have access to) solely for the purpose of fulfilling its obligations and supply the Services under this Agreement.

c) The Delivery Partner shall protect the customer’s Personal Data under the control or custody of the Delivery Partner by making reasonable security arrangements to prevent unauthorized access, collection, use, disclosure, or copying of the customer’s Personal Data.

d) The Delivery Partner shall not retain the customer’s Personal Data (or documents or records containing the customer’s Personal Data, electronic or otherwise) for a longer period than is necessary to fulfill the purposes of this Agreement.

e) The Delivery Partner shall indemnify the Company against all actions, claims, losses, damages, statutory penalties, expenses and costs (including legal costs on the basis of indemnity) in respect of a breach of this Clause by the Delivery Partner or acts, omissions or negligence of the Delivery Partner which cause or results in the Company breaching the PDPA.

18.0 Privacy Policy

a) The Delivery Partner acknowledges that the Company collects and processes its personal data in accordance with the privacy policy for its Delivery Partners which can be accessed at www.skidoo.com.my as updated from time to time (“Privacy Policy”).

b) The Delivery Partner agrees and gives permission to the Company, its subsidiaries and any of its affiliates to collect, use, process and disclose its personal data as set out in the Privacy Policy.

19.0 Call Recording

The Delivery Partner agrees and consents to the monitoring and / or recording, at any time and from time to time, by the Company, its affiliates, agents and / or sub-Contractors of any and all verbal communications between employees, staff and / or the Delivery Partner and the Company’s agents in connection with the Services provided under this Agreement for the purposes of record keeping, auditing and quality training. The Delivery Partner subsequently agrees and gives permission to waive any further notification requirements from the Company regarding such monitoring and / or recording.

20.0 Disputes

a) The Parties will endeavour to resolve any dispute or controversy that arises between the parties regarding any subject matter of this Agreement, including its construction or its effect primarily through consultation in good faith. If the Parties are unable to resolve their dispute, they shall submit to the exclusive jurisdiction of the Malaysian courts.

b) This Agreement and any disputes or claims arising out of or in connection therewith or the subject matter of this Agreement or its formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of Malaysia.

21.0 Language

This Agreement has been drafted and executed in English. If this Agreement is translated into another language, the English text shall prevail under any circumstances.

22.0 Intellectual Property Rights

Any and all rights, title, and interest in and to all intellectual property rights created by or on behalf of a Party and subsisting in any materials provided to the other Party shall remain the exclusive property of the providing Party, and the other Party does not (and will not) under this Agreement have any right, title or interest in or to such Party’s intellectual property rights other than such as expressly granted under this Agreement.

23.0 Entire Agreement

This Agreement, including any Schedules and any other documents referred to and incorporated therein, constitutes the entire agreement and understanding among the Parties with respect to the subject matter thereof, and shall supersede and replace any prior oral or written documents, agreements and/or understandings between the Parties relating thereto. All references to this Agreement shall be deemed to include the Schedules thereto.

24.0 Severability

If any provision (or any part thereof) of this Agreement shall be held to be illegal, invalid, unenforceable or void by any competent arbitral tribunal, court, governmental or administrative authority having jurisdiction, the other provisions of this Agreement shall not be affected thereby, but rather shall remain in full force and effect. The Parties shall endeavour to negotiate a substitute provision that best reflects the economic intentions of the Parties without being unenforceable and shall execute all agreements and documents required in this connection.

25.0 Notices

All notices and other communications to be given under or in connection with this Agreement to either Party shall be made in writing and be delivered by hand, sent by registered mail or reputable courier service or by telefax, in each case to the address designated by each Party in the body of this Agreement and notified to the other Party in the manner as set out herein and which may change from time to time.

26.0 Anti-Bribery/Corruption

The Parties  warrant and undertake  that during the term of this Agreement neither Party will engage in, consent to/or connive in any activity, practice or conduct which would constitute an offence under the Malaysian Anti-Corruption Commission Act 2009, guidelines, by-laws, regulations and all the re-enactments thereof, and will put in place, maintain and comply with adequate procedures to prevent any person associated with the Parties in accordance with the provision of the Malaysian Anti-Corruption Commission Act 2009 guidelines, by-laws, regulations and all the re-enactments thereof from committing an offence under that Act or laws.

27.0 Representations and Warranties

The Parties have placed no reliance on any representations or warranties save to the extent that such representations or warranties are explicitly set out herein.

Each Party represents and warrants that this Agreement constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms.

28.0 Force Majeure

Neither Party will be liable for any delay in performing or failure to perform any of its obligations under this Contract if such delay or failure is caused by force majeure, such as civil disorder, military action, natural disaster, epidemic, pandemic, quarantine, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider and other circumstances which are beyond the control of the Party in question. In such event, the party will give immediate notice in writing to the other Party of the existence of such cause or event and of the likelihood of delay.

Delivery Partner’s Declaration: I hereby declare that the details given above, and the documents submitted are true and correct to the best of my knowledge and belief and I promise to notify you of any changes therein promptly. If any of the above information and / or documents submitted are found to be false or untrue or misleading or misleading, I am aware that I may be responsible for it.