These SPX Distribution Point Terms & Conditions (“T&Cs”) and the SPX service point sign up form (“Sign Up Form”) comprise the entire agreement (“Agreement”) between you (“Service Provider”) and Shopee 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 logistics distribution services (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 customers at the outlets specified in the Sign Up Form (“Distribution Points”).
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.
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 safe and secure storage of parcels for the purpose of:
i. delivery through SPX’s logistics service;
ii. collection of parcels by Shopee buyers; and
iii. drop-off of parcels by Shopee sellers.
b. Parcels shall be stored at the Distribution Points for up to three (3) business days, after which SPX shall collect such parcels by the next business day during the preferred collection/drop off timing specified in the Sign Up Form.
c. For the avoidance of doubt, business days refer to Mondays to Saturdays and excludes Sundays and Public Holidays.
d. The Service Provider will be paid for each parcel collected and/or dropped off to complete a transaction at such rates as agreed between the Parties from time to time (“Rate”). The Rate is subject to prevailing GST.
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 seventy two (72) hours in advance. Failure to provide sufficient written notice to SPX shall result in the deduction of a $50 administration fee.
6. Payment Date
a. Each month, SPX shall issue a statement of the previous month’s Services including the Rates and fees for such Services (“Statement”). 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, and 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 and the GST component within seven (7) calendar days of the Statement date. SPX shall pay any GST chargeable on the Statement amount only upon receipt of a valid tax invoice from the Service Provider.
b. Payment of Invoices 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.
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, 11 am to 9 pm.
b. Outside of these times, SPX shall remain contactable for all enquiries through its email.
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. Loss or Damage to Parcel
a. Service Provider shall ensure the security and safe contents of each parcel being held by it.
b. In the event a parcel is lost or damaged, the Parties agree that the Service Provider shall be liable for no more than the value of the parcel or SGD50.00, whichever is lower.
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 7kg.
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.
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.
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.
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.
SPX may amend, modify or update these T&Cs.
a. Either Party wishing to terminate this Agreement may do so by giving at least one (1) months’ notice in writing to the other Party.
b. Notwithstanding Clause 17(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.
17. Relevant Law and Jurisdiction
a. This Agreement shall be interpreted, governed and construed in accordance with the laws of Singapore.
b. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, 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 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: 5 May 2021