This SPX Pickup and Drop-off Terms & Conditions (“T&C”) and the SPX Express Service Point Interest Sign Up Form (“Sign-Up Form”) comprise the entire agreement (“Agreement”) between you (“Service Provider”) and SPX Xpress (Malaysia) Sdn. Bhd. (“SPX”) (each a “Party” and collectively the “Parties”) for the provision of distribution point services.
1. Relationship between Parties
1.1. The Parties agree that this is a contract for the provision of the logistics distribution services as set out in Schedule 1 (“Services”) where the Service Provider undertakes receipt and storage of parcels for and on behalf of SPX and/or a sender of a parcel for the purpose of delivery and collection of seller parcels, buyer parcels and return parcels by Shopee sellers and buyers (“Shopee Parcel”) or by sellers of a parcel that is arranged outside of Shopee (“Non-Shopee Parcel”) (collectively be referred to as “Parcel”) at the outlets specified in the Sign-Up Form (“Service Location”).
2. Term
2.1. Service Provider’s Agreement with SPX shall commence on the date when SPX notifies the Service Provider of the commencement of the Services and shall continue for a period of six (6) months (“Initial Term”). The Agreement shall be automatically renewed after the end of the Initial Term for subsequent six (6) months periods thereafter (each a “Term”).
2.2. During each Initial Term or Term, as the case may be, the Service Provider agrees that it shall not terminate the Agreement (“Committed Period”). In the event the Service Provider elects to terminate this Agreement during the Committed Period, it undertakes to pay SPX the sum of RM500 as agreed liquidated damages (“Damages”) within seven (7) days from the date of termination. In the event the Service Provider fails to pay the Damages, SPX shall be permitted to deduct the Damages from the Service Provider’s Fees.
2.3. Notwithstanding the Committed Period, SPX agrees that the Service Provider may terminate this Agreement by giving written notice to SPX, within the first 30 days of the Initial Term or Term (as the case may be), without incurring the Damages.
3. Services
3.1. The Service Provider shall provide the Services to SPX according to the working hours (“Working Hours”) and working days (“Working Days”) (as provided in the Sign-Up Form) of each Service Location.
3.2. Notwithstanding the termination clause provided in Clause 9, each Party shall provide the other Party with at least fourteen (14) days prior written notice of any proposed changes to the Service Locations (including, but not limited to, any addition, suspension or termination of Service Locations), and any such changes shall only take effect after the end of the notice period.
3.3. The Service Provider shall remain contactable for all Services related enquiries, whether from SPX, seller or the buyer, during Working Hours at the Service Locations.
3.4. The Service Provider must ensure that each Service Location meets the requirement as provided in Schedule 2 of the Sign-Up Form. Failure to comply with this requirement may result in Misconduct Damages, rejection of the Service Location or termination of this Agreement. 3.5. When SPX has queries within the scope set out in Schedule 2, the Service Provider shall resolve such queries within the lead times set out in Schedule 2, from the date of query is made to resolution of the query (“Customer Service Performance Standard”).
3.6. Where the Service Provider fails to achieve the relevant Customer Service Performance Standard set out in Schedule 2 in respect of a parcel, the Service Provider agrees that SPX shall have the right to deem such parcel as a lost parcel and submit such claim to the Service Provider in accordance with the process set out in Clause 6.5.
3.7. SPX shall create an account for the Service Provider to use the SPX online order tracking system (“SPX System”), and the Service Provider shall ensure that it is logged on to the SPX System solely for the purpose of the scanning and registering the Parcels.
3.8. SPX shall provide the Service Provider with a password to use the SPX System, and the Service Provider shall ensure that the password is securely kept. The Service Provider shall ensure that only authorized personnel of its company have access to the SPX System. The Service Provider shall not, and shall ensure that its employees, personnel, officers, agents, contractors, do not, use any information in the SPX System or any information on the Parcels for any purpose whatsoever.
3.9. In addition to Clause 3.5, the Service Provider acknowledges and agrees that, and shall procure that its Service Provider Parties to acknowledge and agree that in the event that the Service Provider Parties is suspected of or alleged to have committed Misconduct (defined below), SPX will promptly notify the Service Provider. Upon receipt of notification from SPX, the Service Provider shall immediately investigate and/or inquire into the alleged Misconduct (“Investigation”) and provide SPX with a report of its findings from the Investigation within forty-eight (48) hours from the date the Service Provider receives the notification.
3.10. In the event that the Service Provider or Service Provider Parties are found to be guilty of Misconduct upon conclusion of the Investigation, SPX reserves the right to impose Misconduct Damages (defined below) as specified in Schedule 2 during the calculation and payment of Fees to the Service Provider and may make such deductions from the Fees and/or Deposit (provided in the Sign-Up Form).
3.11. For the purposes of Clauses 3.8 and 3.9 above, the definition of misconduct events (“Misconduct”) and their corresponding agreed liquidated damages (“Misconduct Damages”) shall be referenced (without limitation to) in Schedule 2.
4. Fees & Payments
4.1. In consideration for the Services, SPX shall pay the Service Provider a fee as set out in the Sign-Up Form (“Fees”).
4.2. Each Party shall be responsible for the payment of its own tax liability arising from its Agreement as required under the relevant tax laws. If under applicable laws, the payment for Services rendered under its Agreement is subject to taxes (including, but not limited to, sales and service tax, use tax, goods and services tax, value added tax, consumption tax, or other similar taxes or levy), the Fees due to the Service Provider in accordance with its Agreement shall be inclusive of all such applicable taxes. If such taxes are applicable, they must be separately itemized and clearly identified on invoices that the Service Provider provide to SPX in compliance with the requirements of the relevant laws. Unless specified separately in this Agreement, each Party
4.3. The Fees payable for each Service Location shall be computed based on the records extracted by SPX from its system on a monthly basis. Such records in the absence of manifest error, shall be conclusive and binding.
4.4. The Service Provider shall deliver an invoice to SPX on a monthly basis in arrears by the first week of each month setting forth the Fees for the Services performed during the previous month. The Service Provider shall not charge any Fee which are not invoiced to SPX within the timeframe stipulated in this Clause. Payment for such invoices shall be:
4.4.1. subject to Clause 4.5;
4.4.2. subject to deductions for Misconduct Damages and shortfall in Shipping Fee (if relevant); and
4.4.3. made by SPX within thirty (30) days from the date of receipt of the invoice by SPX to the nominated bank account of the Service Provider.
4.5. If SPX wishes to dispute the whole or any part of an invoice issued pursuant to its Agreement, SPX may withhold payment of the disputed invoice. Without prejudice to any claim by either Party, the Parties shall use reasonable endeavours to resolve such dispute within ten (10) Working Days from the date of SPX's notification of such dispute, failing which such dispute shall be finally resolved in accordance with Clause 10. Notwithstanding this Clause 4.5, the Service Provider’s obligations under its Agreement shall not be affected by any dispute relating to the Fees.
5. Representations and Warranties
5.1. The Service Provider represents, warrants and undertakes to SPX as at the date of its Agreement and on all days during the Term of its Agreement that:
5.1.1. it holds, and shall at all times during the Term of its Agreement, hold valid approvals, authorizations, accreditation, registration, license and/or permits (“Approvals”) required or necessary to lawfully provide the Services and perform its obligations and responsibilities in accordance with the provisions of its Agreement;
5.1.2. the execution and delivery, and performance of the Service Provider of its obligations under its Agreement shall not breach any applicable law, regulation or order or result in a default of any agreement, commitment or other instrument to which the Service Provider is bound;
5.1.3. it has the required experience and expertise in providing services such as the Services and shall act in the best interest of SPX;
5.1.4. it shall co-operate and follow the reasonable instructions and guidelines of SPX in performing the Services. The Service Provider shall be liable for any damages and/or losses SPX may suffer in the event the Service Provider and/or its personnel fail to comply with the terms of the Services or any standard operating process provided herein or as communicated to the Service Provider by SPX; shall be responsible for the payment of its own tax liability arising from this Agreement as required under the relevant tax laws, as amended from time to time.
5.1.5. it shall immediately notify SPX if it becomes aware of any change in regulatory requirements, or reasonably foreseeable change in regulatory requirements, or any events that is likely to materially affect either Party’s obligations, revenue or costs under, or any material term of, its Agreement;
5.1.6. it shall provide the Services with promptness, diligence, due care and skill and at all times be consistent with best industry and professional standards and practices used in well-managed establishments, agencies or operations involving the performance of services similar to the Services. The Service Provider shall also use adequate numbers of qualified individuals with suitable training, education, experience, skill and good manners to perform the Services;
5.1.7. it shall manage and supervise its personnel engaged in the Services or in connection with the Services. All such persons shall be deemed as contractors, employees or sub-contractors of the Service Provider and the Service Provider shall be solely responsible to SPX for all acts and the performance of all acts of such persons;
5.1.8. it shall perform its obligations under its Agreement in a manner that does not infringe and shall not cause SPX to infringe any patents, copyright, trademark, trade secret or other proprietary rights of any third parties;
5.1.9. it is not insolvent nor unable to pay its debts as they fall due, including its future and prospective debts or otherwise;
5.1.10. there are no proceedings in relation to any compromise or arrangement with creditors or any bankruptcy or other insolvency proceedings concerning it which may adversely affect the ability of it to comply with its Agreement and no events has occurred which, under applicable laws, would justify such proceedings;
5.1.11. there is no judgment, order or decree of any kind, or any legal action, suit, arbitration or investigation or any other legal or administrative proceeding filed before any court, or tribunal or by or before any other governmental authority which may have a material and adverse effect on its ability to perform its obligations under its Agreement. In addition, there are also no circumstances likely to lead to any such legal action, suit, arbitration or investigation or any other legal or administrative proceeding;
5.1.12. no steps have been taken to enforce any security over any of its assets which may adversely affect its ability to comply with its Agreement and no event has occurred to give the right to enforce such security; and
5.1.13. no Service Provider Parties nor any person employed or affiliated with SPX and having any involvement with its Agreement: (i) is affiliated with the Service Provider such that the relationship and performance of Service Provider’s obligations under its Agreement will create or result in any actual or potential conflict of interest for any party; or (ii) received, was promised, or will receive anything of value in connection with its Agreement.
5.2 Each Party represents, warrants and undertakes to the other Party as at the date of its Agreement and on all days during the Term of its Agreement that: 5.2.1 it is a company duly incorporated, validly existing and in good standing under the laws of Malaysia;
5.2.2 it has the corporate power and authority to enter into and perform its Agreement and the execution, delivery and performance of its Agreement and the transactions contemplated thereunder have been duly authorized by all necessary corporate actions on the part of each Party; and
5.2.3 its Agreement will be, when duly executed and delivered by the authorized officers of such Party, a legal, valid and binding obligation of the said Party, fully enforceable against such Party in accordance with its terms.
6. Liability & Indemnity
6.1. The Service Provider’s liability for any and all Services is limited to direct loss and/or damage to SPX, and the Parcels where such loss and/or damage is due to the Service Provider’s or the Service Provider Parties’ negligence, wilful misconduct or wilful default.
6.2. The Service Provider’s liability in respect of any Lost Parcel or Damaged Parcel shall be based on the value of the goods. The Service Provider shall also waive the Fees for any Lost Parcels and Damaged Parcels. 6.3. For the avoidance of doubt, “Lost Parcel” means:
6.3.1. a Parcel that is unable to be located after it has been delivered to the Service Provider by SPX, the seller, or the buyer, as the case may be, due to the Service Provider’s or its Service Provider Parties’ negligence, wilful misconduct or wilful default;
6.3.2. a Parcel which is not scanned and registered into the SPX System by the Service Provider within the same day of receipt of Parcel pursuant to Paragraphs (a)(ii), (b)(i) and (c)(ii) of Schedule 1;
6.3.3. a parcel submitted to the Service Provider by a seller (“Seller Parcel”) which is not handed over by the Service Provider to the SPX Rider within seventy-two (72) hours from the time the Service Provider scanned and registered such Parcel into the SPX System in accordance with Paragraph (a)(ii) of Schedule 1;
6.3.4. a parcel submitted to the Service Provider by SPX and to be collected by a buyer (“Buyer Parcel”) which is not handed over by the Service Provider to the SPX Rider within seventy-two (72) hours from the time the SPX System automatically initiates the return to send process mentioned in Paragraph (b)(iv) of Schedule 1;
6.3.5. a parcel submitted to the Service Provider by a buyer (“Return Parcel”) which is not handed over by the Service Provider to the SPX Rider within seventy-two (72) hours from the time the Service Provider scanned and registered such Parcel into the SPX System in accordance with Paragraph (c)(ii) of Schedule 1; or
6.3.6. a Parcel which is deemed to be a Lost Parcel by SPX pursuant to Clause 3.5.
6.4. For the avoidance of doubt, “Damaged Parcel” means a Parcel that is damaged when SPX or the buyer collects the same from the Service Location. For the purposes of this clause, “damaged” shall mean that the Parcel is in a condition which is no longer acceptable to SPX or the buyer due to packaging being damaged or tampered with for whatsoever reason. The Service Provider shall have two (2) days to notify SPX of any Parcel received by the Service Provider from SPX or seller which is damaged through no fault of the Service Provider. Failing which, the Parcel shall be deemed as a Damaged Parcel and SPX is entitled to submit a claim to the Service Provider in accordance with the process set out in Clause 6.5.
6.5. To claim for Lost Parcel or Damaged Parcel, SPX shall submit a claim to the Service Provider and the Service Provider shall respond to SPX within seven (7) Working Days from the date the claim is submitted by SPX (“Response Period”), otherwise SPX’s claim shall be deemed correct for settlement. In the event the claim is deemed correct for settlement, SPX shall issue an invoice to the Service Provider within fourteen (14) Working Days from the date the Service Provider confirms such claim as correct for settlement or where applicable, the end date of the Response Period. The Service Provider shall pay the amount stated in the invoice within seven (7) Working Days from the date of the invoice. In the event that any undisputed items on the invoice remain unpaid after becoming due, SPX shall send a notice to the Service Provider to remedy the default within the period stated in the notice (“Service Provider Default Notice”). SPX shall be entitled to impose late payment charges on such unpaid sums at the rate of six percent (6%) per annum in the event the Service Provider does not remedy the default within the period stated in the Service Provider Default Notice and shall have the right to suspend or terminate such Services forthwith, if the default continues for an uninterrupted period of sixty (60) calendar days from the start date of the remedy period stated in the Service Provider Default Notice, with prior written notice to the Service Provider and without prejudice to its other rights and remedies.
6.6. In the event the applicable compensation for such Lost or Damaged Parcel is not made in full to SPX by the Service Provider within the agreed period, SPX shall have the right to set-off such outstanding compensation amounts from the payments due to the Service Provider by providing written notice to the Service Provider.
6.7. Without prejudice to the foregoing, the Service Provider shall, to the fullest extended permitted by law and its own cost and expense, defend, indemnify and hold SPX, its affiliates, its and its affiliates’ directors, officers, employees, representatives and agents harmless from and against any and all liens, damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defences, judgements, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including third party claims, reasonable attorney’s fees, consultants’ fees, experts’ fees and other costs of litigation) arising out of, or related to the Services, including in connection with any negligent or wrongful act, error or omission or breach of contract by the Service Provider and/or the Service Provider Parties. The indemnity provided under the Agreement is a continuing obligation separate and independent from the Service Provider’s other obligations under the Agreement and survives termination or expiration of the Agreement.
6.8. No Party shall have liability for any damages other than direct damages including, but not limited to, indirect, punitive, consequential, incidental, exemplary, or special damages, including damages for lost profits or loss of goodwill, even if a Party is aware of should know that such damages are possible and even if direct damages do not satisfy a remedy.
7. Confidentiality
7.1. In connection with the formation and performance of its Agreement, the Parties may share and disclose to each other certain non-public confidential information, the disclosure of which to third parties would be damaging, such as rates, business plans and processes, any data relating to Parties’ clients or employees, business, commercial and financial information and any information marked “Confidential / Proprietary Information” (“Confidential Information”). Both Parties undertake (a) to use the Confidential Information only in the performance of its Agreement; (b) not to disclose it to any third party except in the performance of its Agreement; and (c) to treat this Confidential Information with the same degree of care with which it treats its own confidential information of like importance but in no event less than reasonable care and shall ensure that the Confidential Information of the other Party is stored and handled in a manner which prevents unauthorized disclosure.
7.2. Notwithstanding the foregoing, the recipient may reveal the Confidential Information to its subsidiaries’ and affiliates’ officers, directors, employees and advisers (collectively, “Representatives”) who have a need to know the Confidential Information for the purpose of carrying out its Agreement and who are obligated to maintain the confidentiality of the Confidential Information.
7.3. The Service Provider shall maintain Confidential Information, including the existence of its Agreement and the terms thereof, in confidence and the same shall not be disclosed to or used by any person except as provided herein.
7.4. The restriction in Clause 7 shall not apply to any Confidential Information:
7.4.1. which is or comes into the public domain without breach of its Agreement;
7.4.2. which, when disclosed, was already known to the recipient without restriction;
7.4.3. that the recipient develops independently of any information and material that is disclosed to it under the provisions of its Agreement; or
7.4.4. which disclosure is required to be made by law or any competent authority, provided that where practicable and lawful, the Party required to make such disclosure promptly notifies the other Party. In the event that such protective order or other remedy is not obtained, or that the other Party waives compliance with the provisions of the Agreement, the Party or its Representatives required to make such disclosure shall furnish only that portion of the Confidential Information which is legally required. Where it is not reasonably practicable for the Party or its Representatives required to make such disclosure to notify the other Party in advance of any disclosure requirement or request as set out above, the Party or its Representatives required to make such disclosure shall, to the extent permitted by applicable law, notify the other Party of any disclosure made by it as soon as reasonably practicable thereafter.
8. Personal Data
8.1. Each Party shall comply with all applicable personal data protection laws and regulations in Malaysia.
8.2. The Service Provider represents and warrants to SPX that it shall only use and process any personal information relating to SPX’s employees, agents, consultants, contractors, sellers and customers, regardless of how it becomes known to Service Provider (“Personal Data”) for the purpose of the execution of its Agreement and that it shall not use the Personal Data for any other reason or disclose the Personal Data to any third party. The Service Provider further represents and warrants to SPX that it does implement sufficient security measures to ensure that the Personal Data are securely kept and maintained. The Service Provider shall get prior consent of SPX prior to any destruction of the Personal Data pursuant to termination or expiration of its Agreement. The Service Provider agrees to subject itself to the necessary audits undertaken by SPX to ensure compliance of the above representations and warranties.
8.3. For avoidance of doubt, the Service Provider shall only use and/or disclose Personal Data solely for the purpose of performing its obligations under its Agreement and in accordance with the requirements under the applicable personal data protection laws and regulations and in manner that ensures SPX remains in compliance with the requirement under the applicable personal data protection laws and regulations.
8.4. This Clause 8 shall survive termination or expiration of the Agreement
9. Termination
9.1. Unless agreed otherwise, SPX may terminate its Agreement at any time before its expiry without cause by giving to the other Party one (1) month’s prior written notice. In the case of any early termination by SPX (other than due to a breach of its Agreement by the Service Provider), SPX shall pay the Service Provider any outstanding Fees owing to the Service Provider for the provision of the Services up to the date of the termination.
9.2. SPX may terminate its Agreement immediately with written notice to the Service Provider if:
9.2.1. the Service Provider breaches any of the representations, warranties and undertakings given by it or if any of the representations, warranties and undertakings given by it proves to be untrue, inaccurate or misleading;
9.2.2. the Service Provider commits a fundamental breach of any of its obligations under its Agreement, and if capable of remedy, such breach has not been remedied within seven (7) days of notice in writing from SPX requiring that such breach be remedied;
9.2.3. the Service Provider commits a breach of any of its obligations under its Agreement, which breach is not a fundamental breach, and if capable of remedy, such breach has not been remedied within thirty (30) days of notice in writing from SPX requiring that such breach be remedied;
9.2.4. SPX reasonably believes for any reason that the Service Provider is no longer able to perform its obligations under its Agreement;
9.2.5. the Service Provider ceases or threatens to cease carrying on business, becomes insolvent or goes into administration, receivership or liquidation or enters into any arrangement or composition with its creditors or any action is taken for the appointment of an administrator or official manager or receiver of the assets of the Service Provider; or
9.2.6. in its sole opinion, SPX believes that the Service Provider does not fulfil its obligations as provided herein.
9.2.6. in its sole opinion, SPX believes that the Service Provider does not fulfil its obligations as provided herein.
10. Governing Law and Dispute Resolution
10.1. The Agreement shall be governed by and construed under the laws of Malaysia. In the event of any dispute, controversy, claim or difference of any kind whatsoever arising between the Parties in connection with the Agreement, including the breach, termination or validity of the Agreement, or in connection with the determination of any matters which are subject to objective determination pursuant to the Agreement (“Dispute”), which Dispute has been subject of a written notice by one Party to the other (“Dispute Notice”), the Parties shall attempt, for a period of thirty (30) days after the receipt by a Party of a notice from the other Party of the existence of a Dispute, to settle such Dispute in the first instance by mutual discussions between the senior management of each of the Parties. If the Dispute cannot be settled by mutual discussions within the thirty (30) day period, it shall be referred to and finally resolved by arbitration administered by the Asian International Arbitration Centre (“AIAC”) in accordance with the Arbitration Rules of the Asian International Arbitration Centre (“AIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. There will be one (1) arbitrator who shall be jointly appointed by the Parties. If the Parties are unable to agree on the arbitrator, the arbitration shall be appointed by the Director of the AIAC in accordance with the AIAC Rules. The language of the arbitration shall be English. The place and seat of arbitration shall be Kuala Lumpur, Malaysia. Both Parties agree that Part III of the Arbitration Act 2005 shall not apply to the Agreement or the arbitration proceedings arising out of the Agreement. The Agreement and the rights and obligation of the Parties shall remain in full force and effect pending the award in any arbitration proceeding hereunder, save for the part in dispute and is to be determined in the arbitration proceeding.
11. Compliance with Laws
11.1. The Service Provider covenants that it shall, and shall ensure that the Service Provider Parties, at all times conduct the Service Provider’s business in compliance with all applicable laws, regulations and orders (including, without limitation to, those relating to Anti-Corruption Laws, privacy, import and export, tax and health, safety and environment) where its Agreement may be performed, and shall not take any action, directly or indirectly, that would result in a violation of such laws, regulations or orders (including, in respect of the Anti-Corruption Laws, without limitation to, providing, offering, or promising, directly or indirectly, anything of value to any Governmental Authority or Government Official that would result in a breach of any Anti-Corruption Laws).
11.2. The Service Provider covenants that it shall, and shall ensure that the Service Provider Parties, at all times comply, with all material aspects with applicable financial record keeping and reporting requirements and the money laundering statutes of applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency.
11.3. For the purposes of the Agreement:
11.3.1. “Anti-corruption Laws” shall mean statutes, laws, ordinances, regulations, rules, orders or policies relating to anti-bribery, anti-corruption (governmental or commercial), anti-money laundering, record keeping and internal controls which apply to the business and dealings of (i) the Service Provider or (ii) any business entities controlled by the Service Provider, including each such entity’s members, shareholders, partners or other holders of debt or equity securities issued by such entity, including, without limitation to, Malaysia Anti-Corruption Commission Act 2009, as may be amended from time to time.
11.3.2. “Governmental Authority” shall mean (i) any national, federal, state, county, municipal, local, multinational or foreign government, or any entity exercising executive, legislative, judicial, regulatory, taxing or administrative functions of or pertaining to government, (ii) any public international organization, (iii) any agency, division, bureau, department or other political subdivision of any government, entity or organization described in the foregoing clause (i) or (ii) of this definition, (iv) any company, business, enterprise or other entity owned, in whole or in part, or controlled by any Government Official or any person or entity described in the foregoing clauses (i), (ii) or (iii) of this definition, or (v) any political party.
11.3.3. “Government Official” shall mean any official, officer, employee, candidate for office of, or representative of, or any person or entity acting in an official capacity for or on behalf of, any Governmental Authority.
12. Force Majeure
12.1. Unless agreed otherwise, the obligations of the Parties under the Agreement will be suspended during the period and to the extent that a Party is prevented or hindered from complying with them by any cause beyond its reasonable control including, but not limited to, strikes arising from a national or regional trade dispute, lock-outs, act of God, war riot, pandemics or epidemics, movement control orders, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction (except where the Service Provider ought reasonably to have been able to comply with any such law or governmental order, rule, regulation or direction), accident, fire, flood, storm, in connection with the performance of the Agreement, but for the avoidance of doubt excluding in relation to a Party or its affiliates any industrial action relating to its or their officers or employees (“Force Majeure”).
12.2. In the event of the occurrence of a Force Majeure, the Service Provider shall ensure that proper methods are implemented to avoid, minimize and/or contain damage that may occur to SPX (including any items in its care).
12.3. The Party claiming Force Majeure will give such notice as soon as reasonably possible to the other Party stating the date and extent of the suspension and its cause and the omission to give such notice shall forfeit the rights of that Party to claim suspension. Any Party whose obligations have been suspended due to Force Majeure shall resume the performance of its obligations as soon as reasonably possible after the cessation of the Force Majeure and shall notify the other Party of the cessation of the Force Majeure. A Party may terminate the Agreement with immediate effect by providing written notice to the other Party in the event the Force Majeure affects the performance of the other Party for a consecutive period of more than thirty (30) days.
13. Miscellaneous
13.1. The Agreement contains the entire agreement of the Parties and supersedes all prior or contemporaneous negotiations, correspondence, understandings and agreements between the Parties with respect to the matters hereof, including other terms submitted, proposed or stipulated by Service Provider (including any terms or conditions which Service Provider purports to apply under any purchase order, confirmation order, specification, invoice or other document).
13.2. In the event that any of the provisions of the Agreement is held to be invalid or unenforceable in whole or in part, all other provisions of the Agreement will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of the Agreement.
13.3. SPX reserves the right to change or modify all or any part of the Agreement by (i) posting an updated T&C on the SPX site (if related to the contents of this T&C); and (ii) notifying the Service Provider of any such changes (including the Fees). SPX shall provide fourteen (14) days’ notice to the Service Provider of such change or modification. The Service Provider’s continued performance of the Services after such change or modification shall constitute the Service Provider’s acceptance of such revised Agreement.
13.4. No failure or delay by any Party in exercising any right, power or remedy under its Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by any Party of any breach by the other Party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.
13.5. All notices, requests, demands and other communications under the Agreement shall be in writing (“Notice”) by personal delivery, registered post or electronic mail (e-mail) to the following addresses (or to such other addresses as notified by the Parties hereto in accordance with this clause):
To SPX:
Address : Level 25
Menara Southpoint, Mid Valley City
Lingkaran Syed Putra
59200 Kuala Lumpur
Malaysia
Telephone Number : +603-2777 9299
E-mail : legal.my@shopee.com
Attention : Group General Counsel
To Service Provider
As provided in the Sign-Up Form
Any Notice given pursuant to the Agreement shall be deemed to have been received: (a) if by personal delivery, on the delivery date; (b) if by registered post, on the fifth (5th) calendar day following the date of posting; and (c) if by e-mail, as soon as the e-mail is sent unless there is an auto-return e-mail specifying that the e-mail was not successfully delivered.
13.6. During the Term of the Agreement and for one (1) year after the termination or expiration of the Agreement, the Service Provider covenants that it shall not, solicit, induce or entice away or attempt to do so, any director, employee and/or officer of SPX.
13.7. The Service Provider covenants that it shall ensure that it and the Service Provider Parties, do not carry out any acts that will bring disrepute to SPX’s name or which will affect SPX’s reputation. SPX and/or its affiliates will be irreparably damaged by any breach of this clause. Accordingly, SPX and/or its affiliates (if applicable) shall be entitled to apply for an injunction to prevent or stop any breaches of this clause and/or for specific performance of this clause. This obligation shall survive the termination or expiration of the Agreement and shall be enforceable at any time at law or in equity and shall continue for the benefit of and be enforceable by SPX.
13.8. Nothing in the Agreement shall be deemed to constitute a partnership, agency, franchise or joint venture relationship between the Parties, and neither of the Parties has authority to bind the other Party unless expressly stated in the Agreement.
13.9. The Service Provider agrees that it is an independent contractor and is at all times solely responsible for all matters relating to the management, acts, omission and negligence of the Service Provider Parties and that the Service Provider Parties will remain as directors, employees, and contractors of Service Provider at all times throughout the Term of the Agreement and are not to be treated as employees of SPX.
13.10. The Service Provider shall not assign or otherwise transfer its obligations under the Agreement without the prior written consent of SPX.
13.11. Time is of the essence in the Agreement. No extension or variation of the Agreement will operate as a waiver of this provision.
13.12. The Service Provider shall procure and maintain insurance for the purposes of providing the indemnities to SPX under the Agreement and name SPX as co-insured where required by SPX.
13.13. All stamp duty and registration fees (if any) in respect of the Agreement shall be fully borne and paid by the Service Provider. Each Party shall be responsible for its own legal and other costs, charges and expenses incurred in connection with the negotiation, preparation, implementation and any variation of the Agreement.
13.14. Notwithstanding anything contained in the Agreement, the Service Provider acknowledges and agrees that the covenants, representations, warranties and undertakings with respect to the matters covered by the Agreement and set forth herein relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, representations, warranties or undertakings will cause SPX irreparable injury. Therefore, SPX shall be entitled to an injunction, restraining order or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the Service Provider from committing any breach or proposed breach of such terms contained in the Agreement, without showing or proving any actual damage to SPX. These injunctive remedies are cumulative and are in addition to any other rights and remedies that SPX may have at law or in equity.
Last updated: 4 February 2026
SCHEDULE 1
SERVICES
The Service Provider shall provide to SPX the following Services, where applicable, together with the applicable standard operating procedures as provided below:
(a) Drop-off Services:
(i) The Service Provider shall collect Seller Parcels at its Service Locations.
(ii) The Service Provider shall ensure that the Seller Parcels contain SPX’s airway bill (“AWB”)) code and scan the AWB code into the SPX System within the same day of receipt of the Seller Parcel from the sellers.
(iii) The Service Provider shall ensure that the Seller Parcels received by it are in good condition and there is no visible damage to the Seller Parcels.
(iv) The Service Provider shall hand over the Seller Parcels to the SPX riders within forty-eight (48) hours from the time the Service Provider scanned and registered such Parcel into the SPX System in accordance with paragraph (a)(ii) of Schedule 1. The Service Provider shall verify the identity of the SPX Riders by requesting to sight the SPX Riders’ nametag before the Parcels are handed over to the SPX Riders and ensure that the SPX Riders scan each parcel using their own SPX devices in the presence of the Service Provider’s personnel.
(b) Buyer Self Collection Services:
(i) The Service Provider shall ensure that each Buyer Parcel received from the SPX Riders is scanned into the SPX System within the same day of receipt of the Buyer Parcel.
(ii) The Service Provider shall ensure that all Buyer Parcels received are in good condition and there is no visible damage to the Parcels.
(iii) When the buyer is present to collect a Buyer Parcel, the Service Provider shall ensure that the tracking number of the Buyer Parcel is correct, and the correct one-time-password and the name of the buyer is provided before the Buyer Parcel is handed over to the buyer. Furthermore, the Service Provider shall scan and register such Buyer Parcel into the SPX System before the Buyer Parcel is handed over to the buyer.
(iv) In the event the Buyer Parcel is not collected by the buyer after five (5) Working Days from the date the Service Provider scanned and registered such Parcel into the SPX System in accordance with paragraph (b)(i) of Schedule 1, the SPX System will automatically initiate the return to sender process, and the Service Provider shall hand over the Buyer Parcel to the SPX Riders within forty-eight (48) hours from the time the SPX System initiated the return to sender process.
(c) Return Parcels Services:
(i) The Service Provider shall collect the Return Parcels from the buyers at its Service Locations.
(ii) The Service Provider shall ensure that Return Parcels contain SPX’s AWB code and scan the AWB code into SPX System within the same day of receipt of the Return Parcel from the buyers.
(iii) If the Return Parcel does not contain SPX’s AWB code, the Service Provider shall assist in printing out SPX’s AWB code which shall be attached on the Return Parcels, at no additional cost.
(iv) The Service Provider shall hand over the Return Parcels to the SPX Riders within forty-eight (48) hours from the time the Service Provider scanned and registered such Return Parcel into the SPX System in accordance with paragraph (c)(ii) of Schedule 1. The Service Provider shall verify the identity of the SPX Riders by requesting to sight the SPX Riders’ nametag before the Return Parcels are handed over to the SPX Riders and ensure that the SPX Riders scan each Return Parcel using their own SPX devices in the presence of the Service Provider’s personnel.
(d) General:
(i) The Service Provider shall provide CCTV surveillance at the Service Locations twenty-four (24) hours per day to ensure the safety of the Parcels. All CCTV footages must be stored for at least forty (45) days after the relevant day. The Service Provider shall grant SPX access to CCTV footages as and when requested by SPX for investigation purposes.
(ii) The Service Provider shall store the Parcels at a clean and secure designated area in the Service Locations, which is separate from other parcels or goods located in the Service Locations.
(iii) The Service Provider shall ensure that the Parcels are ready for collection after scanning the Parcel into the SPX System to minimize the time required by SPX Riders to collect the Parcels from the Service Provider at the Service Locations.
(iv) The Service Provider’s Service Location must operate at least 6 days per week, 9 hours per day.
SCHEDULE 2
CUSTOMER SERVICE PERFORMANCE STANDARD
The following are the customer service standard expected from the Service Provider when performing the Services:
TICKET
Timeline
(Working Day(s))
Standard for Resolution
Damage/Investigation & Resolution
1
Provide proof of delivery (“POD”) and photo evidence showing the Parcel condition when the Parcel is: (a) dropped-off at the Service Location by the seller; (b) collected by the buyer from the Service Location; and/or (c) handed over to the SPX Rider.
POD Request – Buyer/Seller
1
For Return due to Damaged Item or Wrong Item
1
Wrong tagging/ Dispute/Investigation
1
Case Resolution
1
To resolve case within one (1) Working Day from the date of receipt of enquiries.
Case Resolution (Extension)
1
Extension of one (1) Working Day from the end of the initial request, if needed.
The following Misconduct events and Misconduct Damages have been agreed between the Parties to be reasonable to compensate for losses suffered by SPX due to Misconduct Event caused by the Service Provider depending on the Services. In the event the Service Provider provides both Buyer Self Collection Services and Drop-off Services, the Drop-Off Services Misconduct events and Misconduct Damages shall apply to the Service Provider.
Notwithstanding that and subsequently, the Misconduct Damages are subject to amendment by SPX from time to time (in its sole discretion) by providing written notice to the Service Provider. There shall be an incubation period for the Service Provider for a period of one (1) month commencing from the Commencement Date.
Buyer Self Collect and Drop-Off Services for Service Point
Category
Case
1st Offence
2nd Offence
1st Offence
Service Quality
Physical violence
Termination + Commission waive
-
Termination + Commission waive
Illegal activities
Termination + Commission waive
-
Termination + Commission waive
Partner Credibility
Sharing of commission with seller
Termination + Commission waive
-
Termination + Commission waive
Bribery or colluding with sellers, buyers, drivers or other service shop
Termination + Commission waive
-
Termination + Commission waive
Offering pickup service to seller
Termination + Commission waive
-
Termination + Commission waive
Warehouse/Fulfilment Centre (Seller acting as DOP)
Termination + Commission waive
-
Termination + Commission waive
Fake scanning
RM100/ offence
Termination
Warning
Fake/Manipulated Manifest
RM100/ offence
Termination
Warning
Use profanities toward sellers, buyers or drivers
RM100/ offence
Termination
Warning
Threatening or stalking sellers, buyers, drivers or other service shop
RM100/ offence
Termination
Warning
Obstructing sellers, buyers, drivers or other service shop
RM100/ offence
Termination
Warning
Unauthorized use of SPX provided flyers for other courier service
RM100/ offence
Termination
Warning
Scanning at locations outside of the designated DOP
RM100/ offence
Termination
Warning
Dishonest or uncooperative during investigation
RM100/ offence
Termination
Warning
Confidentiality breach
RM100/ offence
Termination
Warning
Billing customers for fees that are not applicable
RM100/ offence
Termination
Warning
Failure to give advance 14 days’ notice for change in services, operating hours, address, contact details
RM100/ offence
Termination
Warning
Failure to adhere to operating hours
RM100/ offence
Termination
Warning
Failure to give advance 30 days’ notice for account termination
RM300/ offence
RM300/ offence
Warning
Failure to adhere to signed agreement terms (whichever applicable)
RM1,000/ offence
RM1,000/ offence
RM1,000/ offence
Operation Excellence
Lost item
Parcel value
Parcel value
Parcel value
Damaged item
Parcel value
Parcel value
Parcel value
Refusal to accept self-collection parcel
Parcel value
Parcel value
Warning
Failure to inbound transported self-collection parcels within agreed SLA of 4 hours to 8 operating hours Note: Inbound time is monitored daily at TN level; Inbound report will be sent to partners on a weekly basis and compiled for compliance at end of month; commission waived for parcels inbounded after 8 operating hours; SLA is applicable for parcels delivered 2 hours before outlet closing time
Commission waives
Commission waive
Commission waive
Failure to inbound self-collection parcels within the same day (95% threshold)Note: Same day inbound % is monitored daily at TN level; Inbound report will be sent to partners on a weekly basis and compiled for compliance at end of month; SLA is applicable for parcels delivered 2 hours before outlet closing time
RM0.50/ parcel
RM0.50/ parcel
RM0.50/ parcel
Failure to outbound self-collection parcels upon buyer collection (manual handover/ offline collection)
Parcel value
Parcel value
Parcel value
DOP inbound own parcels
Commission waive
Commission waive
Commission waive
Failure to return failed self-collection parcels after collection window
Parcel value
Parcel value
Parcel value
Failure to hand over dropped off parcels within agreed SLA Wave 1: DOP scan before 2PM, handover to FM by 4PMWave 2: DOP scan after 2PM, handover to FM by 9PMNote: Recommend to stop accepting drop off parcels after 7PM to allow buffer for handover to FM by 9PM; Outbound report will be sent to partners on a weekly basis and compiled for compliance at end of month
RM0.10/ parcel
RM0.10/ parcel
RM0.10/ parcel
Failure to handover dropped off parcels within the same day (95% threshold)Note: Outbound report will be sent to partners on a weekly basis and compiled for compliance at end of month
RM2/ parcel
RM2/ parcel
RM2/ parcel
Scanning after operating hours
Commission waive
Commission waive
Commission waive
Accepting non-compliant parcels1) Oversized2) Bad/ improper packaging3) AWB issue4) Machine related damage5) Prohibited ItemNote: Please refer to BSC T&C for latest parcel criteria
RM100/ offence
RM100/ offence
RM50/ offence
Performance Improvement Plan (PIP)
Mishandling/ incomplete scanning/ mix-up parcels and AWB
Training
Termination
Training
Consecutive performance scorecard grade D and EPerformance metrics1) BSC Capacity2) Lost Rate (%)3) RTS Rate (%)4) Same Day Inbound (%)5) Inbound Time