The terms for companies shall apply to Logistics Junction’s truck booking clients (“Service Receivers”) in addition to the terms and conditions of use generally applicable to the Users of the Services available at https://logisticsjunction.com/ (“Terms of Use”, and collectively with Companies Terms, the “Service Receiver Terms”). In the event of a contradiction between the Companies Terms and the User Terms, the Companies Terms will apply & prevail to the Service Receivers over other user terms. All capitalized terms used but not defined herein shall have the meaning assigned to such terms under the User Terms.

1. License

Logistics Junction hereby grants to the Service Receiver a revocable, non-transferable, nonexclusive, non-sub-licensable, limited and specific license to use the Portal. The Service receiver shall only use the Portal in accordance with the directions of Logistics Junction and in strict adherence to Service receiver Terms, and any default by the Service receiver in this regard will be considered as material and will entitle Logistics Junction to undertake all remedial measures available to it pursuant to the Service receiver Terms and/or under applicable laws, including charging of penalties described from time to time from amounts receivable by Logistics Junction to the Service receivers for carriage services recieved by the Service receiver on the Portal (“Carriage Services”). No right of a Service receiver under the Service receiver Terms or applicable law shall be enforceable by any person other than the Service receiver and the Service receiver shall not have the right to assign its rights or obligations under the Service receiver Terms to any person without the prior written consent of Logistics Junction. Logistics Junction retains the right to transfer its rights and obligations under the Service receiver Terms to any person without the prior consent of the Service receiver.

2.Registration as Service receiver:

• The Service receiver will register with Logistics Junction prior to using the Services for undertaking business transactions with any User. Upon registration, representatives from Logistics Junction shall contact the Service receiver for completion of registration process and execution of an agreement where contract is entered into to govern the relationship between the Service receiver and Logistics Junction (“Service receiver Agreement”). It is clarified that the Service receiver Agreement shall be in addition to the Service receiver Terms, and in the event of a conflict between the Service receiver Agreement and the Service receiver Terms, the Service receiver Agreement will prevail.
• The Service receiver shall be permitted to de-register from the Portal at its discretion, in accordance with the Service receiver Agreement, provided however such de-registration would be effective only upon completion of all pending Work Orders (defined below) of the Service receiver on the Portal, and settlement of all dues with Logistics Junction, in accordance with the Service receiver Agreement and Service receiver Terms. Further, in the event a Service receiver becomes non-responsive on the Portal without the prior approval of Logistics Junction and Logistics Junction is of the view that the Service receiver has sought to de-register itself other than in accordance with the Service receiver Agreement and Service receiver Terms, Logistics Junction shall be entitled to levy a penalty of Rs. 25,000 on such Service receiver, and take such additional measures as it may deem fit.
• Logistics Junction reserves the right to de-register a Service receiver from the Portal at its discretion, inter alia on account of deficiency in processing payment, professional misconduct, objectionable conduct by the Service receiver Employees (defined below), any offence under applicable laws. Logistics Junction, shall, at its discretion, be permitted to de-register Service receivers from the Portal without cause upon issuance of prior written notice of 7 days, and Logistics Junction shall not be liable to compensate the Service receiver for any loss sustained on account of the same, whether in law, contract or equity, except payment of any outstanding undisputed dues for the Carriage Services provided by the Service receiver in accordance with the Service receiver Agreement and/or this Service receiver Terms.
• The Service receiver acknowledges that Logistics Junction has not represented or warranted that the Portal or the Services will meet the business requirements of the Service receiver and does not undertake to provide such facilities free of errors, downtime, faults, delays or interruptions. Further, the Service receiver agrees that Logistics Junction will have scheduled down time for server maintenance and upgrades and the Service receiver shall not hold Logistics Junction responsible for any loss of business, delay in completion of business transactions, or other similar consequences to the Service receiver as a result of downtime of the Portal or the Services including as a result of Force Majeure events with respect to vehicles, route plied and such other areas on which Logistics Junction has no control on.

3.Representations, Warranties and Covenants:

The Service receiver hereby represents, warrants and covenants to Logistics Junction that:

• It has the capacity and authority to enter into business transactions through the Portal and Services received by Logistics Junction, and perform all obligations in relation to receiving Carriage Services on the Portal.
• It has provided true, complete, and accurate details at the time of registration and shall undertake to keep the registration details factually updated at all times. Any loss suffered or incurred or likely to be incurred or suffered by a Service receiver which is attributable to the failure of the Service receiver to provide correct details or update the same on the Portal, shall be the sole responsibility of the Service receiver and Logistics Junction shall not be liable, in any manner or at any time, to the Service receiver for such loss or claims. Further, Logistics Junction reserves the right to cancel the registration of the Service receiver for any false, inaccurate or incomplete information provided by the Service receiver on the Portal.
• It shall not, directly or indirectly, permit any third party to use such Service receiver’s registration details to engage in any manner with the Users.
• It does not intend to and shall not utilize the Portal to engage in activities that are obscene, harmful to religious or popular sentiments, illegal, immoral, not in good faith or result in or are likely to result in adverse impact on the operations, business prospects, clients, and/or reputation of Logistics Junction.
• Any information displayed or disbursed by it on/ using the Portal or the Services of Logistics Junction do not violate the rights including confidentiality or intellectual property rights of any third party.
• It shall not use the Portal or the Services to introduce any software, virus or other materials which could interfere with the operations of Logistics Junction or its engagement with any of its Users and/or other vendors, business partners or Service receivers etc.
• It shall not post, transmit, store, upload or otherwise display or deliver any message, content, information, document or image that is or has the effect of being a marketing message, advertisement, promotion on the Portal or via the Services without obtaining the prior written consent of Logistics Junction. The Service receiver also undertakes to provide to Logistics Junction or any third person identified by Logistics Junction, all information requested by Logistics Junction and/or such third person to verify the Service receiver’s compliance with the abovementioned representations.
• It has conducted and will conduct every quarter (or such shorter period as may be intimated by Logistics Junction from time to time), a thorough background verification of each Service receiver Employee (defined below) directly engaged in providing Carriage Services, including without limitation, due verification with law enforcement authorities
• It has validly obtained and maintains, and will continue to validly obtain and maintain, all registrations, permits, approvals or other documents as required under applicable laws for opting for Carriage Services.
• In the event of initiation of any proceedings inter alia against Logistics Junction arising out of or in any manner related to Carriage Services being received by the Service receiver, the Service receiver shall fully cooperate with Logistics Junction and its advisors, consultants, agents, etc. and provide all assistance required by Logistics Junction and its advisors, consultants, agents, etc. for effective resolution of such proceedings.

4.No Refusal:

The Service receiver agrees that upon registration on the Portal, the Service receiver cannot refuse the performance of any work-order for Carriage Service generated on the Portal in respect of any load confirmed by the service receiver on the portal (“Work Order”). It is clarified that refusal by a Service receiver to honor a Work Order, will result in imposition of a penalty on the Service receiver subject to the cancellation charges as per the cancellation policies terms (https://logisticsjunction.com/cancellationPolicy) . The Service receiver agrees that these amounts will be deducted from any outstanding dues receivable from the Service receiver in respect of any Carriage Services already executed by such Service receiver.

5. Fixed Price Model:

• The Service receiver (the Company), quotes a certain price which he shall be willing to pay for a select set of services in relation to the Carriage Services proposed to be provided by the Service provider on the Portal. This Model will enable a Service receiver to choose only a preferred set of services for a price and preferred consignments for each individual truck that it is on-boarding for availing carriage services. Once selected, such preferences shall only be modified with the prior approval of Logistics Junction and shall be effective only for future orders and not for orders already accepted. Under the Fixed Price Model, the Service receiver shall be at liberty to accept/ reject Work Orders offered to it on the ‘Logistics Junction Company App’ within a time window as displayed during the booking on the Portal(Closure Hours). The amount payable by the Service receiver for completing such Work Order shall be dynamic and shall be specified in the Work Order Notification. In the event the Service receiver refuses the performance of any Work Order after accepting a Work Order Notification, it shall be subject to the cancellation charges as per the cancellation policies terms.

6. Market Place model:

• The Service Receiver (the Company), select a certain Bid among multiple bids in relation to Carriage Services proposed to be provided by the Service provider on the Portal (“Multiple Bids”). These bids are quoted by the service provide based on the market trends. The entire responsibility of this carriage services once agreed upon by the company is entailed on the service provider in this model from generation of his own consignment note to ensuring that delivery of the vehicle is as per the specifications of the company. Logistics Junction provides assistance and customer support during these carriage services from generating consignment note for vehicle in case service provider is unable to generate to enabling tracking services on the portal.
• The Service receiver (including a prospective Service receiver) acknowledges that Logistics Junction reserves the right to refuse registration for accepting a Multiple Bid Plans, inter alia on account of failure by the Service receiver to comply with the requirements prescribed by Logistics Junction from time to time, in relation to the type of load requirement requested (in terms of payment terms, vehicle type etc.) proposed to be carried out on the Portal by the Service receiver, antecedents and past-track record of the Service receiver, etc. For instance, Logistics Junction may, at its discretion, refuse registration where the company has defaulted in payment in current or past transactions with logistics junction or its related parties. Please visit our website for eligibility details, registration formalities and other details.

7. Payment Terms:

Logistics Junction currently provides the following modes of payment for market price model:

• To pay mode: Service receiver (Consignor)/ Consignee to make the payment for the load on the receipt of consignment at the agreed Destination. Logistics Junction shall recover the amount from the Service receiver (Consignor) / Consignee as per the terms selected by the service receiver on posting their load requirement; or.
• Advance Mode: Service receiver to make an advance payment of 50%, 75% or 100% of the Total Price agreed to Logistics Junction and the balance, if any, shall be paid on the delivery of the consignment and the vehicle reaching the destination agreed upon. Logistics Junction shall generate an Automated Invoice to the service receiver at every stage of the transaction.

Logistics Junction currently provides the following modes of payment for Fixed price model:

• To pay mode: Service receiver (Consignor)/ Consignee to make the payment for the load on the receipt of consignment at the agreed Destination. Logistics Junction shall recover the amount from the Service receiver (Consignor) / Consignee as per the terms selected by the service receiver on posting their load requirement; or
• Advance Mode: Service receiver to make an advance payment of 50%, 75% or 100% of the Total Price agreed to Logistics Junction and the balance, if any, shall be paid on the delivery of the consignment and the vehicle reaching the destination agreed upon. Logistics Junction shall generate an Automated Invoice to the service receiver at every stage of the transaction.
• Credit terms: Service Receiver can avail credit terms only in fixed price model with order size equal to or greater than 15 trucks monthly. The no of days of credit can be selected by the service receiver owing to a restriction of maximum credit of 30 days for every contract. Logistics Junction shall generate an automated Invoice to the service receiver as per the credit terms selected.

Payment for any Carriage Service rendered by a Service receiver on the Portal shall be processed to Logistics Junction as per the due date on the invoice raised by Logistics Junction .All payments by Service receivers shall be paid subject to applicable set-offs for any amounts or penalties due by the Service receiver to Logistics Junction. These payments shall be subject to the submission of all the necessary documents as may be prescribed by Logistics Junction.

8. Penalties and Fines:

• Service receivers acknowledge that Logistics Junction shall be entitled to levy penalties and fines on Service receivers inter alia on account of: (a) breach of Service receiver Terms and/or Service receiver Agreement; (b) any damage or loss to consignment during transit; (c) any unauthorized delay in delivery of consignment, etc. (collectively referred to as a “Breach”). It is clarified that Logistics Junction, acting reasonably, shall be entitled to ascertain and determine the amount of penalty/ fine, having regard to the nature and extent of Breach. The Service receiver agrees and acknowledges that such determination by Logistics Junction shall be final and conclusive.
• The Service receiver acknowledges that in the event of any willful, negligent or rash conduct on the part of the Service receiver or the Service receiver Employees (defined below), which inter alia results in any damage to the vehicle, Logistics Junction shall, in addition to imposition of penalties and fines on the Service receiver, be entitled to take such other steps as it may deem necessary, including de-registration of Service receiver and initiation of legal proceedings for recovery of loss, etc.

9. Cancellation:

In the event of any cancellation by a Service receiver (including by Service receiver Employees (defined below)) on any account whatsoever, Logistics Junction shall be entitled to levy penalties on the Service receiver, in addition to taking such other measures as it may deem fit. These measures shall include, without limitation, downgrading of the Service receiver on the Portal, imposition of minimum security deposit prior to permitting the concerned Service receiver to offer any further Carriage Services on the Portal. Please visit our website for further details in relation to Logistics Junction’s cancellation policies.

10. Confidentiality

The Service receiver shall keep as confidential and not disclose to any third party any information concerning Logistics Junction’s business, Services (including without limitation any software, screen layouts, manuals and process workflows), Users, clients, investors, fees, software programs, trade secrets, data stored on servers, methods or processes etc. (“Confidential Information”), without the prior written consent of Logistics Junction. The terms and pricing of the Carriage Services, the manner of access to the Portal, the terms and pricing of the engagement between the Service receiver and Logistics Junction, the details of the various plans, offers, promotions, advertisements, expansion plan, re-organizations etc. in effect or planned by Logistics Junction shall be each considered Confidential Information. The Service receiver shall not by itself or by enabling or assisting a third person, reverse engineer the underlying technology of the Portal or the Services. The Service receiver acknowledges that any unauthorized use or disclosure of the Confidential Information shall cause irreparable damage to Logistics Junction and entitle Logistics Junction to pursue all remedies available pursuant to these terms or applicable law including levy of fines and penalties. If an unauthorized use or disclosure occurs, the Service receiver will take, at its expense, all steps that are necessary to recover Logistics Junction’s Confidential Information and to prevent its subsequent unauthorized use or dissemination, including availing itself of actions for seizure and injunctive relief. If the Service receiver fails to take these steps in a timely and adequate manner or in accordance with the directions issued by Logistics Junction in this regard, Logistics Junction shall be entitled to such actions at the cost of the Service receiver. Logistics Junction will undertake methods that are market standard to ensure that the confidentiality of the Service receiver’s registration details and details of the business transactions undertaken by it using the Portal or the Services are kept confidential. Provided however that Logistics Junction shall be entitled to disclose such Confidential Information without the prior consent of the Service receiver to Logistics Junction’s employees, advisors, directors, officers and agents, legal authorities and potential investors of Logistics Junction. Logistics Junction shall not be obligated to keep as confidential, any information that is received by it through lawful means, or information that is publicly known or available.

11. Publicity

Logistics Junction may, at its sole discretion, display the Service receiver’s trademark, brand name, logo, and/or insert a link to the Service receiver’s website/ contact details and display the reviews left by Users on the profile of the Service receiver or in respect of any vehicle identification number allotted by Logistics Junction (whether with or without reference to the concerned Service receiver), or otherwise submitted by the Service receiver to Logistics Junction for the purpose of marketing and promoting the Portal and/or the Services. The Service receiver hereby consents to such use of the Service receiver’s proprietary information.

12. Vicarious Liability

The Service Partners agree and acknowledge that they shall remain solely responsible for all acts and omissions of conductors, directors, officers, consultants, advisors and employees of the Service receiver engaged in the process of receiving such Carriage Services on the Portal (“Service receiver Employees”), and the Service receiver agrees to indemnify and hold harmless, Logistics Junction, its directors, officers, employees and agents against any loss or liability arising out of any actions attributable to the Service receiver Employees. It is clarified that Logistics Junction shall not, in any scenario, be deemed to be the “employer” or “principal employer” of the Service receiver Employees, and the Service receiver alone shall be responsible for payment of salaries, allowances and other contractual and statutory benefits to Service receiver Employees, including without limitation payment of mandated minimum wages, deposit of contributions pursuant to the Employees’ Provident Fund and Miscellaneous Provisions Act, 1952, the Employees’ State Insurance Act, 1948, etc.

13. Disclaimer of Logistics Junction’s liability

The Service receiver acknowledges that Logistics Junction is only an intermediary providing online marketplace services, and the Portal is only a platform for facilitating the interaction of the Service receiver and other Users, and other than the information voluntarily declared by Users on the Portal (which has not been independently verified), Logistics Junction is not aware of or responsible for the goods and items being transported in vehicles of the Service receivers engaged on the Portal by Users, and Logistics Junction disclaims any warranties, express or implied, including without limitation, any warranty in respect of the nature or contents of a consignment booked by a User. The Service receivers further acknowledge that Logistics Junction shall not be responsible or liable for any direct, indirect, incidental, punitive, or consequential loss or damage, howsoever caused or suffered by the Service receiver or Service receiver Employees or otherwise in relation to or arising out of the Portal, including but not limited to any loss suffered by the Service receiver on account of cancellation of a Work Order, cessation of the Portal, non-declaration or a false/ incomplete/ inaccurate declaration of goods and items by a User, etc.

Principal to Principal Relationship

The Service receiver agrees and understands that by registering on the Portal, the Service receiver shall not become an agent, employee, partner, joint-venture partner, or associate of Logistics Junction and all interactions between Logistics Junction and the Service receiver shall be on a principal to principal basis. The Service receiver shall not have the authority to bind the Logistics Junction to any agreement or commitment without the prior consent of Logistics Junction.

Miscellaneous

• The Service receiver agrees and acknowledges that it shall be solely responsible for compliance with all applicable laws in relation to providing Carriage Services.
• Logistics Junction reserves the right to modify, terminate or suspend Services to Service receiver(s) at any time without prior notice due to any changes in internal policy or applicable law or any breach of terms by Service receiver(s) or for any reason whatsoever.
• Any notice or notification in relation to these terms can be made in writing to [email protected].
• Governing Law and Jurisdiction
• Any dispute, controversy or claim arising out of or relating to these terms or the validity, interpretation, breach or termination thereof (“Dispute”), including claims seeking redress or asserting rights under applicable law shall be amicably settled through mutual consultation. If the Dispute is not settled amicably as aforesaid within a period of 30 (thirty) calendar days, the matter may be referred to arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996. Arbitration shall be presided over by a sole arbitrator mutually appointed by Logistics Junction and the Service receiver.
• The arbitration proceedings shall be conducted in the English language. The venue for the arbitration proceedings shall be Pune, India.
• These Terms shall be governed by and construed in accordance with the laws of India and, subject to this clause, the Service receiver agrees and undertakes that subject to clause (i) above, any controversy or claim arising out of or relating to these terms will be adjudicated exclusively before a competent court in Pune, India only.