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These SPX Distribution Point Terms & Conditions (“T&Cs”) and the SPX Express Service Point Interest Sign Up Form (“Sign Up Form”) comprise the entire agreement (“Agreement”) between you (“Service Provider”) and SPX Express Private Limited (“SPX”) (each a “Party” and collectively the “Parties”) for the provision of distribution point services. 

1. Relationship between Parties

The Parties agree that this is a contract for the provision of the logistics distribution services as set out in Schedule 1 (the “Services”) where the Service Provider undertakes receipt and storage of parcels for and on behalf of SPX for the purpose of delivery and collection by Shopee sellers and buyers at the outlets specified in the Sign Up Form (“Distribution Points”).

2. Term

This Agreement shall commence on the date of submission of the Sign Up Form, and shall continue until terminated by either Party in accordance with these T&Cs.

3. Non-exclusivity

It is agreed and acknowledged that nothing in this Agreement shall confer on SPX or the Service Provider any exclusivity in regard to the Services.

4. Provision of Services

a.    The Service Provider shall provide the Services (i) in accordance with the performance standards, operating procedures and requirements as set out in this Agreement (including the Schedules) and as may be notified by SPX from time to time, (ii) to at least the same degree of accuracy, completeness and quality provided by, and with the same level of care, skill and diligence used by, skilled and experienced suppliers engaged in the same or similar type of undertaking as that of Service Provider, (iii) using skilled, experienced and qualified staff, and (iv) in accordance with the terms of this Agreement and applicable law.

b.    The Service Provider will be paid for each parcel collected, dropped off and/or handed over to the relevant buyer or SPX Driver (as the case may be) to complete a transaction at such rates as agreed between the Parties from time to time (“Rate”). The Rate is subject to prevailing GST. Notwithstanding the foregoing, the Service Provider acknowledges and agrees that:

i.    SPX shall not be required to make any payment to Service Provider in respect of any parcel if SPX is of the opinion (at its sole discretion) that such parcel had been dropped off at the Distribution Point by any person (including the Service Provider) which is in any way affiliated with the Service Provider and/or Distribution Point (including, but not limited to, any parcels dropped off by (i) any person whose ship-out address, bank details and/or contact details are similar to or identical to that of the Service Provider, and/or (ii) any entity that Controls, is Controlled by, or is under common Control with, the Service Provider, where "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management, operating policies, or assets of an entity, whether by way of ownership of more than 50% of its voting or equity securities or assets, or by way of contract, management agreement, voting trust, or otherwise) (“Excluded Parcels”);

ii.    Service Provider shall use best efforts to minimize the number of Excluded Parcels which are dropped off at the Distribution Point; and

iii.    any breach of sub-clause (ii) shall constitute a material breach which is incapable of remedy and which may be relied upon by SPX for the purposes of Clause 16(c).

5. Location of Services

The Service Provider shall make the Services available at each Distribution Point during the operating hours specified in the Sign Up Form (“Operating Hours”). Any change in the Operating Hours of any Distribution Point must be notified in writing to SPX at least seven (7) business days in advance. For the avoidance of doubt, “business day” refers to Mondays to Saturdays and excludes Sundays and public holidays.

6. Payment Date/ Service Credits

a. Each month, SPX shall issue a statement of the previous month’s Services including the Rates and fees for such Services (“Statement”). The Statement shall be computed based on the records extracted from SPX’s system which, in the absence of manifest error, shall be deemed to be conclusive and binding on both Parties. If Service Provider does not raise any dispute within seven (7) calendar days of the Statement date, the Statement shall be deemed final and conclusive (regardless of whether the Statement was acknowledged by Service Provider).

To the extent that the Service Provider is not required to register for GST and does not charge GST for the services supplied based on the prevailing tax laws, SPX shall pay such Statement amount within thirty (30) business days from the Statement date. If Service Provider disputes the Statement within seven (7) calendar days of the Statement date, SPX shall pay the undisputed portion of the Statement amount within thirty (30) business days from the Statement date, and the Parties shall negotiate in good faith to promptly settle the disputed amount.

To the extent that the Service Provider is required to register for GST and charges GST on the services supplied based on the prevailing tax laws, Service Provider shall issue a valid tax invoice detailing the services supplied, the fees (based on the Statement amount) and the GST component within seven (7) calendar days of the Statement date. SPX shall pay such invoiced amount within thirty (30) business days of receipt of a valid tax invoice from the Service Provider. In the event that Service Provider fails to issue such tax invoice within ninety (90) calendar days of the Starement date, Service Provider irrevocably waivers and forfeits all right to any fees for the Services set out in such Statement. Service Provider shall notify SPX of any changes in Service Provider’s GST registration status as soon as possible (and in any event, no later than seven (7) calendar days after the subsequent Statement date).

b. Payment of Invoices or of any Statement amount shall be made to the bank account nominated by the Service Provider in the Sign Up Form.  Any change in bank account details must be notified at least one (1) month in advance to SPX via written notice before any payment is made for the current month.

c. For the avoidance of doubt, Service Provider shall ensure that the bank account information in the Sign Up Form (“Bank Information”) is accurate and valid for the purposes of SPX making payment of Invoices under this Agreement to the Service Provider. In the event of any bank related penalties due to inaccurate and/or invalid Bank Information, such penalties shall be solely borne by the Service Provider. Service Provider shall also ensure that all supporting documents (as requested in the Sign Up Form) submitted to SPX are accurate and valid, and are submitted promptly to SPX. Service Provider acknowledges and agrees that SPX shall not be liable to Service Provider in respect of any delay in any payments under this Agreement which arise in connection with any non-compliance by Service Provider with this Clause 6(c).

d.    Where relevant, SPX shall be entitled to receive a Service Credit on the occurrence of the relevant events as set out in Schedule 2, provided that the receipt of a Service Credit shall be without prejudice to SPX exercising its other rights under this Agreement and applicable law.

e.    A Service Credit received by SPX shall be applied against the fees to be paid by SPX in the next Statement issued by SPX. For the avoidance of doubt, if the application of a Service Credit (or any part thereof) may result in the balance of the fees in a Statement becoming negative, the remainder of such Service Credit shall be applied against the fees in the subsequent Statement(s). The Parties acknowledge and agree that Service Credits are: (A) a price adjustment to reflect the reduced level of Services performed by Service Provider; (B) are not penalties and are proportional and reasonable in the circumstances and are not penal in nature; and (C) shall be without prejudice to, and will not limit, any right SPX may have to other remedies at law or to terminate this Agreement for cause.

7. Customer Service and Support

a. SPX shall remain contactable for all enquiries, whether from the Service Provider or SPX’s customers, through its email and its call centre from Monday to Sunday, 8:00 am to 6:00 pm.

b. Outside of these times, SPX shall remain contactable for all enquiries through its email.

c. The Service Provider shall remain contactable for all Services-related enquiries, whether from SPX, the Shopee seller or the Shopee buyer, during Operating Hours at the Service Locations.

8. Marketing Collaterals

If required by SPX, the Service Provider shall prominently display to customers signage that indicates it is a distribution point for SPX.

9.  Liability and Indemnity

a.    Service Provider’s liability for any and all Services shall be limited to loss and/or damage incurred by SPX (including in connection with any Lost Parcel and/or Damaged Parcel) where such loss and/or damage arises in connection with the Service Provider’s negligence, wilful misconduct or breach of any obligations under this Agreement. This clause shall be without prejudice to SPX exercising its other rights under this Agreement (including the right to receive any Service Credits).

b.    For the purposes of this Agreement, “Lost Parcel” means:

i.    a parcel that is unable to be located after it has been delivered to the Distribution Point;

ii.    a parcel which is not scanned and registered into the SPX System as “Ready for Collection” status by the Service Provider within 2 calendar days of arrival at the Distribution Point (excluding the day of receipt);

iii.    (Drop-off Services and Buyer Return Drop-off Services only) a Seller Parcel or a Buyer Return Parcel (as the case may be) which is not handed over by the Service Provider to the SPX driver within 48 hours from the time the Service Provider scanned and registered such Seller Parcel or Buyer Return Parcel into the SPX System as “DOP Received” in accordance with Paragraph (a)(ii) or (b)(ii) of Schedule 1 (as the case may be);

iv.    (Buyer Self-Collection Services only) a Buyer Parcel which is not handed over by the Service Provider to the SPX driver within 2 calendar days from the time the SPX System automatically initiates the return to sender process (excluding the day the return is initiated) mentioned in Paragraph (c)(iv) of Schedule 1.    

c.    For the purposes of this Agreement, “Damaged Parcel” means a parcel that is damaged (as determined by SPX at its sole discretion) when the SPX driver or the buyer (as the case may be) collects the same from the Distribution Point, save where the damage had been caused by SPX.

d.    SPX may submit a claim for a Service Credit in respect of any Lost Parcel or Damaged Parcel to the Service Provider, and the Service Provider shall respond to SPX and indicate whether it accepts or disputes such claim within seven (7) calendar days from the date the claim is submitted by SPX (“Response Period”), failing which such claim shall be deemed to have been accepted. In the event the claim is accepted or deemed to have been accepted, the applicable Service Credit shall be applied by SPX in accordance with Clause 6. Any disputes in respect of such claim shall be resolved in accordance with Clause 17.

e.    Without prejudice to the foregoing, the Service Provider shall, to the fullest extended permitted by applicable 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, defenses, 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. The indemnity provided under this Agreement is a continuing obligation separate and independent from the Service Provider’s other obligations under this Agreement and survives termination or expiration of this Agreement.

f.    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.

10. Maximum Size and Weight of Parcel

For the purpose of this Agreement, the Parties agree that a parcel shall not exceed 80 cm in cumulative height, width and depth. The mass of parcels shall not exceed 5kg.

11. Ownership of Parcels

Ownership, whether legal or beneficial, of parcels shall at no point in time be considered to have transferred to the Service Provider.

12. Confidentiality

Service Provider undertakes that, during the term of this Agreement and following its termination, it shall not disclose to others any confidential information of SPX. Confidential information shall be considered as information including but not limited to any information regarding the business concerns of SPX and its affiliates.

13. Non-transferability

This Agreement is between the Parties only and both Parties are not entitled to assign or in any way transfer the rights obtained under this Agreement to any other person or entity without the written consent of the other Party.

14. Severance

If any term or provision in this Agreement is in whole or in part held to any extent to be illegal or unenforceable under any enactment or rule of law, that term or provision or part shall to that extent be deemed not to form part of this agreement and the enforceability of the remainder of this Agreement shall not be affected.

15. Variations

SPX may amend, modify or update these T&Cs at any time by posting the amended version on the Shopee website. Service Provider’s continued provision of any Services after such changes have been posted shall constitute its acceptance of such amended T&Cs.

16. Termination

a.    Either Party wishing to terminate this Agreement may do so by giving at least one (1) month’s notice in writing to the other Party or, in lieu of this one (1) month’s notice, by compensating the other Party the higher of (i) $100, and (ii) an amount that is equivalent to the Statement amount for the preceding month (“Termination Compensation”). For the avoidance of doubt, SPX shall be entitled to set-off any Termination Compensation it may be entitled to under this clause against any outstanding payments owed to the Service Provider.

b.    SPX may at any time temporarily suspend the provision of Services at any Distribution Point for the purposes of network optimization. SPX shall use commercially reasonable efforts to provide prior notice to Service Provider of such suspensions.

c.    Notwithstanding Clause 16(a), either Party may elect to terminate this Agreement without prior notice should:

i.    The other Party materially breaches this Agreement, and does not remedy such breach within 30 days of notice;

ii.    The other Party causes damage to the terminating Party through its intentional acts, omissions or gross negligence; or

iii.    The other Party becomes insolvent or faces forced execution or auction or disposition for failure to pay taxes or public charges; or

iv.    (applicable only where SPX is seeking to terminate) it reasonably believes for any reason that the other Party is no longer able to perform its obligations under this Agreement.

d.    Termination of this Agreement for any reason will be without prejudice to any rights which will have accrued to the benefit of the Parties prior to such termination, and will not relieve either Party from its obligations which are intended to survive the termination of this Agreement.

17. Relevant Law and Jurisdiction

a. This Agreement shall be interpreted, governed and construed in accordance with the laws of Singapore.

b. In the event of any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, a Party shall promptly notify the other Party in writing (the “Dispute Notice”) and the Parties shall conduct discussions and negotiations in good faith. If such Dispute cannot be satisfactorily resolved by the Parties through good faith negotiations within thirty (30) calendar days after the Dispute Notice, it shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The seat of the arbitration shall be Singapore and the arbitration agreement shall be governed by Singapore law. The tribunal shall consist of three arbitrators. The language of the arbitration shall be English.

18. Force Majeure

If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either Party’s reasonable control, and if the Party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the Party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labour disputes, and supplier failures. The excused Party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such Party, or its employees, officers, agents, or affiliates.

19. Personal Data Protection Act

The Service Provider shall comply with all applicable laws and regulations relating to the protection of personal data.

20. Contract (Rights of Third Parties) Act

For the purposes of the Contract (Rights of Third Parties) Act, it is agreed that nothing in this Agreement shall confer on any third party any right to enforce any benefit or term of this Agreement.

Last Updated: 09 May 2024

SCHEDULE 1

SERVICES

The Service Provider shall provide to SPX the following Services in accordance with the applicable standard operating procedures and requirements as provided below:

a.    Drop-off Services:

i. The Service Provider shall collect parcels from the Shopee sellers (“Seller Parcels") at its Distribution Points.

ii.    The Service Provider shall ensure that the Seller Parcels contain SPX’s AWB code and shall scan the AWB code into the system designated by SPX for the registration of parcels (“SPX System”) as “DOP Received” at the point 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 that there is no visible damage to the Seller Parcels.

iv.    For drop-off Seller Parcels scanned and registered into the SPX System in accordance with paragraph (a)(ii) of Schedule 1 before 2pm, the Service Provider shall hand over the Seller Parcels to the relevant SPX driver(s) by the end of the same business day.

v.    For drop-off Seller Parcels scanned and registered into the SPX System in accordance with paragraph (a)(ii) of Schedule 1 at or after 2pm, the Service Provider shall hand over the Seller Parcels to the relevant SPX driver(s) by the end of the next business day.

vi. The Service Provider shall verify the identity of the SPX driver(s) by requesting to sight the SPX driver(s)’ nametag before the Seller Parcels are handed over to the SPX driver(s) and shall ensure that the SPX driver(s) scan each Seller Parcel using their own SPX devices in the presence of the Service Provider’s personnel.

b.    Buyer Return Drop-off Services:

i.    The Service Provider shall collect return-to-seller parcels (“Buyer Return Parcels“) from the Shopee buyers at its Distribution Points.

ii.    The Service Provider shall ensure that the Buyer Return Parcels contain SPX’s Tracking number and scan/key-in the SPX’s Tracking number into the SPX System as “DOP Received” at the point of receipt of the Buyer Return Parcel from the buyers.

iii.    The Service Provider shall ensure that the Buyer Return Parcels received by it are in good condition and that there is no visible damage to the Buyer Return Parcels.

iv.    For Buyer Return Parcels scanned and registered into the SPX System in accordance with paragraph (b)(ii) of Schedule 1 before 2pm, the Service Provider shall hand over the Buyer Return Parcels to the relevant SPX Driver(s) by the end of the same business day.

v.    For Buyer Return Parcels scanned and registered into the SPX System in accordance with paragraph (b)(ii) of Schedule 1 at or after 2pm, the Service Provider shall hand over the Buyer Return Parcels to the relevant SPX Driver(s) by the end of next business day.

vi. The Service Provider shall verify the identity of the SPX Driver(s) by requesting to sight the SPX Drivers’ nametag before the Buyer Return Parcels are handed over to the SPX Driver(s) and ensure that the SPX Driver(s) scan each Buyer Return Parcel using their own SPX devices in the presence of the Service Provider’s personnel.

c.    Buyer Self Collection Services:

i.    The Service Provider shall ensure that each parcel to be self-collected by Shopee buyer that is received from an SPX driver(s) (“Buyer Parcel”) is scanned into the SPX System as “Ready for Collection” 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 Buyer 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 that the correct one-time-password is provided before the Buyer Parcel is handed over to the buyer.

iv.    In the event the Buyer Parcel is not collected by the buyer after 3 full business days have passed from the date the Service Provider scanned and registered such Buyer Parcel into the SPX System in accordance with paragraph (c)(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 Driver(s) by the next business day from the date that the SPX System initiated the return to sender process.

d.    General:

i.    The Service Provider shall provide CCTV surveillance at the Distribution Points twenty-four (24) hours per day to ensure the safety and security of the parcels.

ii.    The Service Provider shall store the parcels at a clean and secure designated area in the Distribution Points, which is separate from other parcels or goods located in the Distribution Points.

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 Drivers to collect the parcels from the Service Provider at the Distribution Points.

iv.    The recorded timestamps in the SPX System shall be conclusive as to the date and/or time of any action taken in connection with this Schedule (including the scanning of any parcel).

SCHEDULE 2

SERVICE LEVEL MONITORING / SERVICE CREDITS