THIS MASTER SERVICES AGREEMENT (THE “AGREEMENT”) TOGETHER WITH ANY ORDER FORMS, AND ANY OTHER EXHIBITS, APPENDIXES, ANNEXURES OR SCHEDULES ATTACHED THERETO OR WHICH REFERENCE THE AGREEMENT SET FORTH THE TERMS UNDER WHICH CUSTOMER MAY ACCESS AND USE SHIPSY’S SERVICES

BY ACCEPTING THIS AGREEMENT, EXECUTING ANY ORDER FORM REFERENCING THIS AGREEMENT, OR BY USING THE SERVICES, CUSTOMER ACKNOWLEDGES THAT IT HAS READ AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT AND IS CONCLUDING A LEGALLY BINDING CONTRACT WITH LLAMA LOGISOL PRIVATE LIMITED OR SHIPSY DMCC OR LLAMA INFORMATION TECHNOLOGY COMPANY OR ITS AFFILIATES AS MAY BE MENTIONED IN THE ORDER FROM. AND THAT IT HAS THE FULL AUTHORITY TO ENTER INTO AND BIND THE CUSTOMER TO THE AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DOING SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH COMPANY OR ENTITY TO THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THIS AGREEMENT, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

THIS AGREEMENT WAS LAST UPDATED ON 29TH OF JANUARY, 2024 AND IS EFFECTIVE BETWEEN SHIPSY AND CUSTOMER AS OF THE DATE CUSTOMER ACCEPTS EXECUTES THE ORDER FORM (THE “EFFECTIVE DATE”).

1. Definitions and Interpretation:

Capitalized terms not otherwise defined in the Order Form shall have the meaning specified in this Section 1;

  1. Affiliate” means an entity that, directly or indirectly, owns or controls or is owned or controlled by, or is under common ownership or control with, a Party. As used herein, “control” means the power to direct, directly or indirectly, the management or affairs of an entity and “ownership” means the beneficial ownership of more than fifty percent of the voting equity securities or other equivalent voting interests of an entity;
  1. Agreement” means this Agreement, including the Order Form and all annexures, schedules thereto, as may be amended from time to time;
  1. Annual Platform Fees” means fees payable for use of Platform and as set out in the applicable Order Form;
  1. Claim(s)” means any and all foreseeable or unforeseeable and apprehended, alleged or actual actions, causes of action (whether in tort, agreement or strict liability, and whether in law, equity, statutory or otherwise), bodily harm or personal injury (including sickness, disease, disablement or death of any person), claims, damages, demands, disbursements, judgments, lawsuits, legal proceedings, liability, litigation, losses, property damage (including any harm, impairment, theft, loss, etc.), sanctions, settlement payments, reasonable costs or expenses of any nature whatsoever, whether accrued, absolute, contingent or otherwise; including, without limitation, reasonable attorneys’ fees and costs (whether or not a suit is filed);
  1. Confidential Information” shall mean any and all information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), including, but not limited to, technical information, non-technical information, product information, plans and pricing, financial information, marketing plans, business strategies, research and development, software and hardware, APIs, specifications, designs, source codes, object codes, records, methods, techniques, processes, legal documents, that: (a) has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party; or (b) should reasonably be recognized as confidential information of the Disclosing Party due the nature of the information. Shipsy’s Confidential Information includes, without limitation, the pricing under this Agreement;
  1. Consideration” shall have the meaning ascribed to it under Section 3 (Consideration) and set out in the Order Form;
  1. Customer” shall mean: (i) the company or legal entity accepting this Agreement and/or executing an Order Form and in the event of an individual accepting this Agreement or executing an Order Form on behalf of a company or other legal entity, then such company or other legal entity; or (ii) in the event of an individual accepting this Agreement and/or executing an Order Form on his or her own behalf, then such individual;
  1. Data Privacy Laws” means any and all applicable laws, relating to the processing of personal data, but not limited to, the Information Technology Act, 2000, The Digital Personal Data Protection Act, 2023 together with all rules and regulations, or other equivalent laws and regulations in other jurisdictions, each as amended, consolidated or replaced from time to time;
  1. Force Majeure Event” shall have the meaning ascribed to it under the Order Form;
  1. Go-Live Milestone” means the earlier of: (a) event when the Customer passes the first order on the production instance of Shipsy; (b) the 20th day following the handover of the system to the Customer for User Acceptance Testing by way of email; (c) 8 weeks from execution of the Order Form, unless otherwise agreed between the Parties;
  1. Integration Marketplace”  shall mean the website available at https://shipsy.io/integrations-marketplace/# ;
  1. Knowledge Base” shall mean the website available at https://shipsy-helpdesk.refined.site/space/HELP ;
  1. Order Form”, means the Order Form executed between the Customer and Shipsy from time to time, in respect of the Services and the Modules, indicating the agreed terms and conditions and other technical details in relation to the development and implementation of a mobility solution Platform for last mile delivery and pick-up, as issued from time to time. The Customer will be subject to charges based on the smallest consignment/shipment recorded in the system, as determined by a unique reference number;
  1. Platform” means the web-based platform developed by Shipsy for the Customer, which shall be capable of being used for managing last mile delivery and pick-up processes in accordance with the specifications set out under the Order Form;
  1. Shipsy Bank Account” means the bank account of Llama Logisol Private Limited or Shipsy DMCC or Llama Information Technology Company as set out under Order Form;
  1. Services” means access to the Platform and all consulting, development, design, programming, conversion, management, operations, server hosting and other services to be performed by Shipsy pursuant to the applicable Modules as set out in the Order Form and mutually agreed upon and executed Order Form;
  1. Term”, means the period of time for which the Customer has purchased the Services pursuant to a Order Form;

2. Access to Modules and Services

  • Order Form: Subject to the terms and conditions hereof, Shipsy will make the Modules and Services available, which the Customer wishes to avail as set out in the executed Order Form.  The Services to be provided by Shipsy under this Agreement will be in relation to the Modules set out in the relevant Order Form executed between the Customer and Shipsy in this regard from time to time. 
  • Right to access the Platform and Modules

    • Subject to the terms and conditions of this Agreement and the applicable restrictions set forth in this Section 2.2, and subject further to the Customer’s full compliance of the terms and conditions set out herewith and according to the scope, time period and other terms indicated in the applicable Module and executed Order Form in connection with this Agreement, Shipsy hereby grants the Customer and the Customer accepts from Shipsy, a limited, non-exclusive and non-transferable right and license during the Term to access and use the Platform and Modules.
    • The Customer acknowledges and agrees that Shipsy and its Affiliates and licensors own and shall continue to own all right, title, and interest in and to the Services, Modules and the Platform and all derivatives thereof, including associated Intellectual Property rights under copyright, trade secret, patent, or trademark laws. This Agreement does not grant the Customer any ownership interest in or to the Modules and / or the Platform, but only a limited right and license to use the Service during the Term in accordance with the terms of this Agreement and each applicable executed Order Form.
  • Additional and Out of Scope Services

    • Shipsy shall only be responsible for providing Services in respect of the Modules set out in and only for and to the extent Order Form have been validly executed between the Customer and Shipsy. 
    • If the Customer wishes to avail any additional services, products, offerings or support provided by Shipsy to the Customer in relation to the Modules, which are not specifically covered under the relevant Order Form issued in relation to the Modules (“Out of Scope Services”), the Customer may communicate its requirements to Shipsy in writing, and the Parties will enter into a new Order Form. 
    • If the Customer wishes to purchase modules or avail services in connection with such modules, which are not covered in the then subsisting Order Form (“Additional Modules and Services”), the Customer may request for such Additional Modules and Services from Shipsy in writing pursuant to which the Customer and Shipsy will enter into a new Order Form  agreeing upon the terms of such Additional Modules and Services or may enter into an addendum to this Agreement, as desirable to both parties. 
    • The Customer acknowledges and agrees that Shipsy shall not be obligated to provide the Additional Modules and Services, or Out of Scope Services, as the case may be, unless a Order Form in relation to the Additional Modules and Services, or Out of Scope Services, as the case may be, has been issued and accepted by the Customer.
  • Affiliates

    A Customer Affiliate shall have the right to order Services under this Agreement by executing a separate Order Form. In such case, the Affiliate executing such Order Form shall be deemed the Customer pursuant to this Agreement and shall be solely responsible and liable for its actions and/or omissions under this Agreement.

3. Consideration and Payment Terms

  1. Fee: Customer shall pay all consideration due and payable under the Order Form.  The applicable types of fee for the Services are: a) One Time Set-Up Fee b) Annual Platform Fee; (c) Monthly Recurring Fees; (d) Other Variable Fee (“Consideration”). Unless different payment terms are specified in the Order Form, (a) the consideration shall be payable by the Customer within 7 (seven) days of Shipsy’s issuance of applicable invoice; and (b) all fees shall be payable in advance in accordance with the billing frequency set forth in the Order Form, except for overage fees, which are due and payable monthly based on the usage. 
  1. Late and overdue payments: Without limiting Shipsy’s rights or remedies, if Customer fails to pay any fees by their due date: (i) the Consideration may bear interest at the rate of 2% (two per cent) per month, post 7 (seven) days after the invoice becoming due or the maximum amount permitted by applicable law, whichever is higher; and (ii) if at any time during the Term, there are 2 (two) or more invoices that are pending and overdue for payment, Shipsy shall have the right to (a) terminate this Agreement with immediate effect by issue of notice in writing to the Customer; and / or (b) suspend or cease to provide (without any  prior notice to the Customer) the Services, including access to the Platform and Modules. Shipsy shall not apply such late interest, terminate the Agreement, or suspend provision of the Services if Customer has notified Shipsy prior to the due date that it believes the invoice is incorrect, has a reasonable good faith basis for such determination and cooperates with Shipsy in good faith to resolve the issue. If the parties do not resolve such issue amicably within 30 (thirty) days following the receipt of the notice from Customer, Shipsy shall have the right to exercise any of its above mentioned rights. The consequences set out in Section 5.4 (Effect of Termination) of the Agreement will follow in the event Shipsy terminates this Agreement for non-payment of Consideration.
  1. The Consideration payable to Shipsy by the Customer shall be exclusive of any applicable taxes including goods and service tax, any local, state, or federal sales, use, excise, withholding, VAT or other similar taxes or duties, and any such taxes, to the extent legally applicable, shall be borne and paid by Customer (except for any taxes based on Shipsy’s net income).
  1. In the event any Additional Modules and Services or Out of Scope Services are proposed to be availed by the Customer, the payment terms for such Additional Modules and Services or Out of Scope Services, as the case may be, will be agreed upon between the Parties upfront and set out in the Order Form issued in relation to such Additional Modules and Services or Out of Scope Services, as the case may be
  1. No amounts payable by the Customer shall be permitted to be set off from any amount payable towards Consideration under this Agreement against any amounts owed or allegedly owed by Shipsy to the Customer.

4. Order Form

  1. All terms of this Agreement shall be incorporated by reference in all Order Form (s) issued under this Agreement. Each such Order Form  shall form an integral part of this Agreement.
  1. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding executed Order Form) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement.
  1. In the event of any conflict between the provisions of two Order Forms, the conflicting provisions in the latest Order Form executed between the Parties shall prevail over any conflicting provision of the prior Order Form, to the extent necessary to resolve any such conflict.

5. Term, Termination and Effect of Termination


  1. Term of Agreement: The term of this Agreement shall commence on the effective date as set out in the Order Form and shall continue until the duration mentioned in the Order Form (s) have expired or terminated. The Services under an Order Form shall commence on the effective date as set out in the Order Form and end on the end date specified in the Order Form, unless earlier terminated or renewed pursuant to the terms of this Agreement or the Order Form. Unless otherwise specified in the Order Form, each Services shall automatically renew for additional one year terms, unless either party gives the other party a written notice of non-renewal at least 30 days before the end of the relevant Term.
  2. The Customer’s right to access and use the Services shall automatically terminate upon expiry of the Term or upon the termination of this Agreement prior to completion of the Term, as applicable. 
  3. Neither Party shall be entitled to terminate this Agreement and/or any Order Form, without a cause prior to the expiry of 36 months from the effective date set out in the Order Form (“Lock-in Period”). In the event the Customer terminates the Agreement during the Lock-in Period without a reasonable cause, it shall be required to pay forthwith, the Consideration that would have been payable for the remainder of the Lock-in Period as liquidated damages. If Shipsy terminates the Agreement during the Lock-in Period without a reasonable cause, it shall be required to pay the Consideration that would have been payable by the Customer for the remainder of the Lock-in Period to the Customer as liquidated damages. Provided that nothing set out in this section shall apply in respect of Shipsy’s right to terminate the Agreement for non-payment of overdue invoices as set out in Section 3.2. 
  4. Termination for Convenience: Upon the expiry of the Lock-in Period, either Party will be entitled to terminate this Agreement/Order Form by providing a 2 (two) months’ prior notice in writing to the other Party of its intention to terminate the Agreement.
  5. Termination for Cause: Each party may terminate the Agreement/Order Form upon written notice if the other party is in material breach of this Agreement/Order Form and such breach is not curable or is not cured within 30 (thirty) days from the receipt of written notice of such breach. Either Party may terminate this Agreement/Order Form upon written notice if the other Party (i) becomes insolvent or is unable to meet its debts or obligations; (ii) files a voluntary petition for insolvency, bankruptcy, winding up, receivership, administration or any such similar proceeding; (iii) has an involuntary petition for insolvency filed against it, that is not quashed or dismissed within 30 (thirty) days; (iv) is adjudicated as insolvent; (v) has a receiver or trustee appointed for its assets; (vi) makes a general assignment for the benefit of creditors; (vii) has any significant portion of its assets attached; (viii) ceases its business operations relevant for the purposes of this Agreement.
  6. Effect of Termination

    Upon any termination or expiration of this Agreement (i) Shipsy will be relieved of its obligation to provide any Services under the Agreement/Order Form; (ii) The Customer shall within [5 (five)] Business Days of termination date, pay Shipsy all sums due and payable to Shipsy for all the Services availed as of the termination date, without limitation in respect of which invoices have already been issued and are yet to be issued; (iii) The Customer shall (A) cease access to and use of the Services and delete all Shipsy proprietary software from all of the Customer’s computer systems, storage media and other files; (B) return or destroy all Confidential Information relating to Shipsy in the manner provided under the terms of this Agreement/Order Form; Shipsy shall have no further obligations to the Customer hereunder, regardless of the timing or amount of any payment and the Customer shall not be entitled to refund of any amounts paid to Shipsy under the Agreement/Order Form including the Annual Platform Fees.

6. Representations, Warranties, Undertakings

  1. Mutual Warranties: (a) Each party has the authority and power necessary to execute, deliver and perform its obligations under this Agreement and the Order Form and is not required to obtain a consent from any other person or entity in this regard; (b) neither the execution, nor delivery, nor performance of this Agreement and the Order Form will be or result in, a breach or contravention of any other previously assumed contract, obligation, charter, agreement or by-laws to which it is a party or to which it is subject; (c) this Agreement and the Order Form is a valid and binding obligation, and upon execution, shall be enforceable against it in accordance with its terms; and (d) it has obtained all applicable licenses and permits required for fulfilling its obligations under this Agreement and the Order Form, and that they are valid and shall be renewed from time to time (as required under the applicable laws).
  1. Shipsy Warranties: (a) The performance of the Services under this Agreement and the Order Form or the development of the Platform by Shipsy is not in breach, contravention or violation of any contract entered into by Shipsy with any third parties; (b) Shipsy has all right, title and interest in the Services, Platform and the Modules and all Intellectual Property associated therewith; and (c) The Services do not infringe on any third-party’s Intellectual Property rights; (d) The implementation of the Services and performance of its obligations under this Agreement shall comply with all specifications established in the relevant Order Form and any other written documentation agreed upon by the Parties (e) Shipsy and its personnel will perform, in a competent and professional manner, their obligations under this Agreement and the Order Form.
  1. Customer Warranties: (a) It shall comply with all applicable Data Privacy Laws in respect of use of the Platform and Services; and (b) it shall not: (i) use the Service to process, store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to process, store or transmit material in violation of third party privacy rights, (ii) use the Service to transmit advertisements, viruses, worms, time bombs, trojan horses or other harmful or malicious code, files, scripts, agents or programs, (iii) attempt to gain unauthorized access to the Service, the Platform or the related systems or networks used to maintain the Service; (c) it shall inform Shipsy of any obligations applicable to Shipsy’s processing of Customer’s Data, including personal data, according to the scope, purpose and instructions specified by the Customer and that the Customer will not direct the processing of Customer Data by Shipsy in violation of Data Privacy Laws or rights of third parties; (d) It shall not use the Platform and Services for any unauthorized or illegal purposes; (e) It shall not upload or import its data to the Platform requiring additional Order Form or documentation without first executing such Order Form or documentation; (e) Customer shall not use the Platform for any type of development or reverse engineering, decompile or derivative version purposes; (f) All Customer Data that the Customer integrates, uses, or otherwise makes available in or through use of the Platform or the Service and the conclusions drawn therefrom are done at the Customer’s own risk and the Customer will be solely liable and responsible for any damage or losses to any party resulting therefrom. 
  1. NO AMOUNTS PAID HEREUNDER ARE REFUNDABLE OR OFFSETTABLE EXCEPT AS OTHERWISE EXPLICITLY SET FORTH HEREIN OR IN THE ORDER FORM. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE AND EACH PARTY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, RELATING TO THE SERVICES PROVIDED HEREUNDER OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. THE SERVICES PROVIDED BY SHIPSY ARE “AS-IS” AND “AS AVAILABLE”. WITHOUT LIMITING THE FOREGOING LIMITATION, SHIPSY DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER REQUIREMENTS OR GUARANTEE ANY RESULTS, OUTCOMES, OR CONCLUSIONS OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED AND/OR ERROR FREE. ALL WARRANTIES PROVIDED HEREIN ARE PERSONAL TO AND ARE INTENDED SOLELY FOR THE BENEFIT OF THE CUSTOMER AND DO NOT EXTEND TO ANY THIRD PARTY. SHIPSY IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD-PARTY SERVICES (INCLUDING WITHOUT LIMITATION, UPTIME GUARANTEES, OUTAGES, OR FAILURES), CUSTOMER DATA, OR ANY THIRD PARTY CONTENT. SHIPSY DOES NOT CONTROL THE TRANSFER OF INFORMATION OR CUSTOMER DATA OVER COMMUNICATIONS FACILITIES, THE INTERNET, OR THIRD PARTY SERVICES, AND THE SERVICE MAY BE SUBJECT TO DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. SHIPSY IS NOT RESPONSIBLE FOR ANY DELAYS, FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

7. Governing Law and Dispute Resolution

If the contracting entity is Llama Logisol Private Limited, this Agreement and the Order Form shall be governed by and construed under the laws of India, without reference to its conflict of law principles. All disputes in connection with this Agreement and the Order Form shall be finally settled exclusively by arbitration in accordance with the Arbitration & Conciliation Act, 1996 as amended from time to time by a sole arbitrator, appointed mutually by the Parties. The place of arbitration shall be Delhi. The proceedings shall be conducted in the English language. Nothing shall preclude a Party from seeking interim equitable or injunctive relief (including, pursuant to Section 9 of the (Indian) Arbitration and Conciliation Act, 1996), or both, from a court having jurisdiction to grant the same. Notwithstanding the foregoing, in the event the Shipsy contracting entity is Shipsy DMCC, the Agreement shall be governed by and construed under the laws of the United Arab Emirates without reference to its conflict of law principles and each party agrees to submit to the exclusive and such dispute shall be subject to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre (“DIFC”). For disputes under 1,000,000 AED in value, the Parties agree to exclusively hear the matter in the Small Claims Tribunal at the DIFC Courts. Notwithstanding the foregoing, if the contracting entity is Llama Information Technology Company, this Agreement and the Order Form shall be interpreted in accordance with and is governed by the laws of the Kingdom of Saudi Arabia.  All disputes in connection with this Agreement and the Order Form shall be brought in the courts of Saudi Arabia. Both Parties consent to the exclusive jurisdiction of the courts of Saudi Arabia and agree that any legal action or proceeding may be litigated in those courts.

8. Limitation of Liability and Indemnification

  1. Shipsy Indemnification – Shipsy shall defend, indemnify and hold harmless Customer (and its Affiliates, officers, directors and employees) from and against any and all direct damages, costs, losses, liabilities or expenses (including reasonable court costs and reasonable attorneys’ legal fees) which Customer may suffer or incur in connection with any claim, demand, action or other proceeding by any third party arising from the Services infringing the intellectual property rights of a third party. If the Services are the subject of an infringement claim, or Shipsy reasonably believes that the Services shall be the subject of an infringement claim, Shipsy may terminate this Agreement upon written notice if modification of the Services to be non-infringing is not reasonably practical (in which case Customer shall be entitled to a pro-rated refund of any prepaid fees). This Section sets forth Shipsy’s sole obligations and Customer’s sole remedies for any claim that the Services infringe the intellectual property rights of a third party. Notwithstanding the foregoing, Shipsy shall have no responsibility or liability for any claim to the extent resulting from or arising out of Customer’s: (a) use or modification of the Services not in compliance with this Agreement or applicable law; (b) combination of the Services with any code, platform or services not provided or authorized by Shipsy 
  1. Customer Indemnification – Customer shall defend, indemnify and hold harmless Shipsy (and its Affiliates, officers, directors and employees) from and against any and all direct damages, costs, losses, liabilities or expenses (including court costs and reasonable attorneys’ legal fees) which Shipsy may suffer or incur in connection with any claim, demand, action or other proceeding by any third party arising from: (a)  Customer’s breach of its representation and warranties hereunder; (b) Customer’s use of the Services in an unlawful manner or in violation of the Agreement or the Order Form;
  1. Exclusions –  IN NO EVENT SHALL EITHER PARTY NOR ITS DIRECTORS, OFFICERS, AFFILIATES OR AGENTS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OR FOR ANY LOSS OF PROFITS, REVENUE OR GOODWILL ARISING OUT OF, OR RELATING TO, THE SERVICES, THIS AGREEMENT OR THE ORDER FORM OR THE ARRANGEMENTS CONTEMPLATED HEREIN REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF, OR COULD HAVE FORESEEN, SUCH DAMAGES.
  1. Limitations of Liability –  UNLESS OTHERWISE INDICATED IN THE ORDER FORM, IN ANY EVENT, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF, OR RELATED TO, THIS AGREEMENT OR THE ORDER FORM SHALL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO SHIPSY IN THE 3 (THREE) MONTHS PRECEDING THE CLAIM.  THE FOREGOING EXCLUSIONS AND LIMITATIONS SET FORTH THE ENTIRE LIABILITY OF ONE PARTY TO THE OTHER UNDER THIS AGREEMENT, INCLUDING LIABILITY RESULTING FROM A BREACH OF AGREEMENT, TORT, OR ANY OTHER THEORY OF LIABILITY, BUT IN NO WAY SHALL LIMIT CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS SET FORTH HEREIN SHALL NOT APPLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW. 

9. Confidentiality

  1. Definition – During the Term, each party may disclose to the other party Confidential Information. Confidential Information shall not include information that Receiving Party can show: (a) was already lawfully known to, or independently developed by, Receiving Party without access to, or use of, Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality and non-use restrictions; (d) is required to be disclosed in order to provide the Services, in accordance with the terms of this Agreement; or (e) is required to be disclosed by law, regulation or is requested in the context of a law enforcement investigation, provided that, to the extent permitted by applicable law, the Receiving Party provides the Disclosing Party with prompt notice of such requirement and reasonably cooperates with Disclosing Party to obtain an order protecting the information from disclosure and discloses only such Confidential Information required to be disclosed. In addition, the terms of this Agreement or the Order Form may not be disclosed by either party, without the other party’s prior written consent, except during due diligence in the course of a merger, acquisition, investment or sale of all or substantially all of a party’s shares or assets.
  1. Duty of Care –  Each Party agrees to keep strictly confidential, all Confidential Information of the other Party. The Parties agree to treat in confidence and comply with applicable laws while storing the other Party’s Confidential Information. The Parties shall use commercially reasonable efforts to protect the Confidential Information from unauthorized use or disclosure and to use at least the same degree of care with regard thereto as it uses to protect its Confidential Information of like nature. The Confidential Information shall be used and reproduced only as permitted under this Agreement and as needed to perform the duties under this Agreement. The Parties further agree not to disclose any Confidential Information to any third party other than disclosure on a need-to-know basis to its own directors, employees, agents, attorneys, accountants, subcontractors, or other representatives, to the extent required for proper implementation and performance of this Agreement, such persons being subject to obligations of confidentiality at least as restrictive as those hereinAs between the parties, each party retains all ownership rights in and to its Confidential Information.
  1. Remedies –  Each party acknowledges that breach of its obligation of confidentiality may give rise to irreparable injury to the other party, which damage may be inadequately compensable in the form of monetary damages.  Accordingly, a party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings.
  1. Return of Data – Upon termination or expiration of this Agreement, each party shall, within thirty (30) calendar days from the date of termination, return or destroy all Confidential Information received from the other party, or created or received by a party on behalf of the other party, which are in such party’s possession. The non-disclosure and non-use obligations set forth in this Section 9 shall survive the termination or expiration of this Agreement for a period of 5 (five) years except that any trade secrets (including, but not limited to source codes, technology, algorithms, and protocols) shall be deemed and treated as Confidential Information for as long as such information continues to be protectable as trade secret information under applicable laws.
  1. The Customer shall be provided complete access to their raw data stored in the backend database. Any further data access related requirements shall be communicated by the Customer to Shipsy in writing.

10. Intellectual Property and Proprietary Rights

  1. The Customer will remain the owner of the Customer Data (“Customer Data”). Company hereby agrees and acknowledges that any rights, titles and interest, including any Intellectual Property Rights in and to the Customer Data, shall solely vest with the Customer. The Customer is solely responsible for obtaining all consents necessary to process any Customer Data, including any personally identifiable information inputted or uploaded into the Service by the Customer or its employees, users, and / or customers and the Customer shall fully comply with all applicable laws governing the processing, disclosure, transmission or protection of personally identifiable information. Shipsy shall maintain appropriate administrative, physical, and technical safeguards for protection of the Customer Data. Unless otherwise requested by the Customer or required in accordance with the terms of this Agreement or the Order Form, Shipsy shall not (i) modify the Customer Data, (ii) disclose the Customer Data except as required by law or (iii) access or use the Customer Data other than for the purpose of this Agreement.
  1. The Customer acknowledges and agrees that Shipsy owns all Intellectual Property Rights in the Shipsy Platform and the Services. Except as expressly stated herein or the Order Form, Shipsy does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Shipsy’s Platform, Services or any ancillary software, services or documents provided by Shipsy as part of the Services. Shipsy shall freely use and incorporate into Services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or by any Authorized Users relating to Services.
  1. Shipsy shall own all Intellectual Property Rights in any customization(s) or any other changes, adapted and revised version of the Shipsy’s Platform and shall also have the absolute right, interest and title to all product design, code, changes that it may introduce to the Shipsy’s Platform.
  1. Shipsy’s Services and its product inventions shall always remain the property of Shipsy. The Customer shall not use Shipsy’s Services for any purpose other than as per the terms of set out under this Agreement and the relevant Order Form. The Customer shall not provide access to Shipsy’s Services to any third party without the prior written approval of Shipsy.

11. Notices

All notices under this Agreement shall be in writing and shall be deemed to have been received by the other Party within seven (7) days from the time it was sent in registered mail. If the message was sent by electronic mail, it shall be deemed to have been received within one (1) business day from the time it was sent. The addresses to which the parties should direct notices under the Agreement are set forth in the applicable Order Form.

12. Branding and publicity

The Customer agrees that Shipsy may use the logo of the Customer on its website for the limited purpose of denoting the Customer as a customer of Shipsy.

13. General

  1. This Agreement and the relevant Order Form constitute the entire agreement between the Parties with respect to the subject matter contained herein and therein. All other terms, and all conditions and warranties, whether express or implied, statutory or otherwise, and all representations, statements, negotiations, understandings and undertakings either written or oral made in any other agreement are excluded and superseded, except where they appear herein or therein and are specifically agreed after the effective date of the Order Form in a written amendment signed by an authorized representative from both Parties. The Parties acknowledge that no reliance is placed on any representations made, which are not embodied in this Agreement or the Order Form.
  1. Force Majeure: Neither Party shall be held liable for delays or failures in performance resulting from acts beyond their reasonable control, including but not limited to acts of God, strikes, lockouts, riots, governmental restrictions, wars, terrorism, and natural disasters. The Party affected by such ‘Force Majeure’ events shall promptly notify the other Party in writing. If such conditions persist for more than 30 days, the unaffected Party may terminate this Order Form immediately upon written notice.
  1. No failure, delay or indulgence on the part of either Party in exercising any power or right under this Agreement or the Order Form shall operate as a waiver of such power or right.
  1. No single or partial exercise of any power or right by either Party shall preclude any other or further exercise thereof or the exercise of any other such power or right under this Agreement or the Order Form.
  1. If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid or voidable, such provision shall be struck out and the remainder thereof shall stand in full force and effect.
  1. The Parties enter into this Agreement/Order Form on a principal-to-principal basis and nothing in this Agreement will be construed as making one Party an agent, partner, employee or representative of any other. Nothing in this Agreement/Order Form shall be interpreted or construed as creating or establishing the relationship of employer and employee between the Customer and either Shipsy or any personnel or agent of Shipsy and the Customer. 
  1. Shipsy is entitled to engage any subcontractor or third party to perform Services for the Customer and fulfill obligations under this Agreement and / or the relevant Order Form. Unless otherwise expressly specified in the Order Form, Shipsy shall have exclusive control over the manner in which Services under the Agreement are to be provided.
  1. In the event of there being any deficiency in the supply by Shipsy of any Services, Shipsy shall always be afforded a reasonable opportunity to correct such deficiency (which shall in any event be not less than 30 (thirty) days), in accordance with timelines agreed as per the provisions of this Agreement or the Order Form.
  1. No alteration or addition to this Agreement/Order Form shall be valid unless agreed in a written amendment signed by the authorized representatives of the Parties.
  1. Neither Party shall be entitled to assign the whole or any part of the Agreement/Order Form without the prior written approval of the other Party. Provided that, Shipsy shall have the right to assign its rights and obligations and performance of its duties under this Agreement and / or any Order Form to any of its Affiliates without the prior consent of the Customer.

It is hereby agreed and acknowledged by the Parties that the provisions of Section 5.4 (Effect of Termination), Section 7 (Governing Law and Dispute Resolution), Section  9 (Confidentiality), Section 11 (Notices) will survive the termination or expiry of this Agreement.

14. Steering Committee:

  1. Formation: Shipsy and the Customer shall jointly establish a steering committee (“Steering Committee”) composed of representatives from both Parties, as a part of the Implementation of this project. 
  2. Composition:  Each Party shall appoint a minimum of 3 (three) members to the Steering Committee, as set out below. The Steering Committee members shall have the authority to make decisions or provide recommendations as outlined in this Agreement.
  3. The Steering Committee shall be responsible for overseeing the strategic direction, management, and performance of the Services. This includes but is not limited to:
    • Reviewing project progress, deliverables, and milestones.
    • Evaluating risks, issues, and mitigation strategies.
    • Approving major project decisions, changes, and resource allocation.
    • Providing guidance on strategic direction and alignment with business objectives.
    • Resolving conflicts or disputes that arise during the course of the project.
    • Monitoring key performance indicators (KPIs) and project success metrics.
  1. Meetings and Frequency – The Steering Committee shall meet as per the schedule mentioned below unless otherwise agreed upon by both Parties. Additional meetings may be scheduled as needed based on project milestones, significant issues, or at the request of either Party. Meetings may be held in person or via teleconference, video conference, or other mutually agreed-upon means.
  2. Decision-Making Authority: The Steering Committee shall make decisions based on consensus. In the event consensus cannot be reached, the matter shall be escalated to the executive sponsors of both Parties for resolution.
  3. Issue Resolution: In the event of issues, disputes, or conflicts in respect of the Services, the following predefined escalation process shall be followed:
  4. The issue shall be initially raised by the project managers of the respective Parties. If the issue remains unresolved, it shall be escalated to the Steering Committee for assessment and resolution. If necessary, executive sponsors shall be involved for final resolution. If the issue, dispute or conflict is not resolved in this manner, the dispute resolution mechanism set out under Clause 7 (Governing Law and Dispute Resolution) shall be followed. 
  5. Shipsy shall provide regular reports to the Steering Committee, including project updates, status reports, and relevant performance metrics. Reports shall be provided at least 1 (one) business day prior to each scheduled committee meeting, or as agreed otherwise.