This agreement is made and entered between YOU (“YOU”, “YOUR”), DELIVERY SERVICE PROVIDER engaged in the business of performing delivery services, and APOLLO ELOGISTICS Co., Ltd. (“APOLLO ELOGISTICS”, “WE”, “US”, “OUR”).
DELIVERY SERVICE PROVIDER means:
FREELANCE DRIVER: is an independent driver who provide delivery services based on their availability of time with no employment contract with any AGENT or APOLLO ELOGISTICS.
EMPLOYED DRIVER: is an individual driver who provide delivery services based on employment contract or business relationship with AGENT.
AGENT: is an individual business owner or legal company which provide delivery services by themself or their EMPLOYED DRIVERs.
Note: In all business matters and legal statuses, AGENT is the ultimate responsibility of their EMPLOYED DRIVERs for business relationship with APOLLO ELOGISTICS CO., LTD and public.
APOLLO ELOGISTICS reserves the right to modify or terminate the DRIVER APP and WEBSITE for any reason, without notice, at any time. APOLLO ELOGISTICS also reserves the right to revise this TOU.
THE COMPANY IS A TECHNOLOGY COMPANY THAT DOES NOT PROVIDE DELIVERY SERVICES AND EIRTHER THE COMPANY IS NOT A DELIVERY PROVIDER OR CUSTOMER WHO SEEKING CORUIER SERVICE. IT IS UP TO YOU TO ACCEPT SUCH DELIVERY SERVICES. THE SERVICE OF THE COMPANY IS TO LINK YOU WITH SUCH CUSTOMERS BUT DOES NOT NOR IS IT INTENDED TO SEEKING DELIVERY SERVICES OR ANY ACT THAT CAN BE CONSTRUED IN ANY WAY AS AN ACT OF A CUSTOMER WHO NEED DELIVERY SERVICE. THE COMPANY IS NOT RESPONSIBLE OR LIABLE FOR THE ACTS AND/OR OMISSIONS OF ANY CUSTOMER WHO BOOKING DELIVERY SERVICE WITH YOU.
IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICE.
If YOU have any questions, please contact us at admin@APOLLOELOGISTICS.com
1. PURPOSE OF THESE TOU/AGREEMENT
This Agreement governs the relationship between APOLLO ELOGISTICS and YOU and establishes the Parties’ respective rights and obligations applicable to the “Delivery Opportunities” made available to YOU through the DRIVER APP and WEBSITE. In exchange for the promises contained in this Agreement, YOU shall have the contractual right and obligation to perform those Delivery Opportunities that YOU accept (“Deliveries”). However, nothing in this Agreement requires YOU to perform any specific Deliveries or volume of Deliveries during the term of this Agreement, and nothing in this Agreement shall guarantee YOU any particular volume of Delivery Opportunities or Deliveries for any particular time period.
As described in “Deliveries,” YOU shall be contractually bound to complete the Deliveries in accordance with all customer, company, restaurant, shop or merchant specifications.
2. YOUR SERVICES
1. YOU agree to fully perform all Deliveries accepted in a timely, efficient, safe and lawful manner. APOLLO ELOGISTICS shall have no right to, and shall not, supervise, direct or control YOU, or control the manner or prescribe the method YOU uses to perform Deliveries, and the general public and all governmental agencies regulating the activities contemplated by this Agreement shall be so informed. YOU shall be solely responsible for determining the most effective, efficient, satisfactory and safe manner to perform Deliveries, including determining the manner of pickup, delivery, and route selection. The Parties acknowledge and agree that those provisions of the Agreement reserving ultimate authority in APOLLO ELOGISTICS have been inserted solely to achieve compliance with Cambodian local laws, regulations, and interpretations thereof and/or to ensure the safety of the DRIVER APP and WEBSITE for all users.
2. As a separately established provider of delivery services, YOU retain the right to perform services for others and to hold itself out to the general public as a separately established provider of delivery services. Nothing in this Agreement shall prevent YOU or APOLLO ELOGISTICS from engaging in similar arrangements or business with others. APOLLO ELOGISTICS neither has nor reserves the right to restrict YOU from performing delivery services for other entities or customers, at any time, even should such business directly compete with APOLLO ELOGISTICS. Unless prohibited by law, and provided YOU can meet the customers’ specifications, nothing in this Agreement shall prohibit YOU from carrying and/or delivering goods at the same time for other customers while delivering orders requested by customers through the APOLLO ELOGISTICS DRIVER APP and WEBSITE. Similarly, to the extent YOU use other online DRIVER APPs to generate revenue, YOU is not limited in any way from being actively logged on to those other online DRIVER APPs while actively logged on to the APOLLO ELOGISTICS DRIVER APP, subject only to the limitation that YOUR use of other online DRIVER APPs may not prevent YOUR ability to timely, efficiently and safely complete any Deliveries YOU has accepted through the APOLLO ELOGISTICS DRIVER APP and WEBSITE.
3. YOU are not required to purchase, lease or rent any products, equipment or services from APOLLO ELOGISTICS as a condition of doing business with APOLLO ELOGISTICS or entering into this Agreement.
1. While YOU are actively logged on to the DRIVER APP, the DRIVER APP will, from time to time, notify DRIVER of the opportunity to complete deliveries from customers and business clients (each, a “Delivery Opportunity”). With respect to each Delivery Opportunity accepted by YOU (a “Delivery”), YOU agree to pick up the orders from customers and business clients, (collectively “SENDER”) and deliver the order to customers and business clients, (collectively “RECEIVER”) in a timely fashion. YOU understand that the customers, not APOLLO ELOGISTICS, determine the Delivery. YOU understand that APOLLO ELOGISTICS shall have no right to, and shall not, supervise, direct or control the manner or prescribe the method YOU use to perform the Delivery. YOU agree and take full responsible to keep customer’s parcel in good condition and secure with and not limited to weather condition, theft and YOUR solely negligence to cause damage or lost to parcel under YOUR safeguarding before finishing the Deliveries. YOU understand and agree that the parameters of each Delivery are established by the customers, not APOLLO ELOGISTICS, and represent the end result desired, not the means by which YOU are to accomplish the end result.
2. YOU acknowledge that APOLLO ELOGISTICS has discretion regarding which, if any, Delivery Opportunity to offer, just as YOU have the discretion whether and to what extent to accept any Delivery Opportunity.
3. YOU authorize APOLLO ELOGISTICS, during the course of a Delivery, to communicate with YOU, SENDER and/or RECEIVER to assist YOU, to the extent permitted by YOU, in facilitating deliveries. However, under no circumstances shall APOLLO ELOGISTICS be authorized to control the manner or means by which YOU perform a Delivery.
4. In the event YOU fails to fully perform any Delivery order from customers or any damage to customer’s parcel, not limited to lost, damage, partial damage and defective, due to YOUR action or omission (a “Service Failure”), APOLLO ELOGISTICS reserves the right to recover, on behalf of customers, all or part of the agreed-upon delivery fee and parcel value according to customer’s receipt or market price for that Delivery (in direct proportion to the degree of YOUR responsibility for the Service Failure). If YOU dispute responsibility for a Service Failure, the dispute shall be resolved pursuant to the “Payment Disputes” provision in section 5.
4. DELIVERY FEES
1. YOU will receive a delivery fee in exchange for each Delivery completed directly from customers and business clients. APOLLO ELOGISTICS agrees to use its best efforts to establish delivery fees for each locality and time slot that will maximize the Delivery Opportunities available to YOU. YOU will receive notice of how delivery fees are calculated prior to accepting Delivery. YOU understand that delivery fees through the DRIVER APP may vary depending on customers demand. APOLLO ELOGISTICS may, but is not obligated to, offer YOU more lucrative delivery arrangements to complete particular Delivery Opportunities.
2. YOU agree to transfer delivery commission fees to APOLLO ELOGISTICS via payment option available to YOU for a period of time determined by APOLLO ELOGISTICS after YOU successfully completes delivery through the DRIVER APP.
3. Nothing in this Section 4 is intended to limit the Parties’ ability during this Agreement to mutually agree to a payment structure different than that described herein.
5. PAYMENT DISPUTES
1. YOUR Failure: In the event there is a Service Failure, YOU may forfeit all or a portion of the fee relating to that Delivery (depending on the extent of the performance failure). Any reduction in the delivery fee and/or parcel value claim back from customers shall be based upon proof provided by the customers, YOU, and any other party with information relevant to the dispute. APOLLO ELOGISTICS shall make the initial determination as to whether a Service Failure was the result of YOUR action/omission and, if so, what percentage of fault YOU shall bear (and, therefore, what percentage of the delivery fee YOU shall be paid). APOLLO ELOGISTICS as matching service WE will try our best to solve the issues between customers and YOU in the most fairness, reasonable, efficient and applicable to laws and regulations. YOU shall have the right to challenge APOLLO ELOGISTICS determination as described in the Dispute Resolution provision set forth in Section 9.
1. YOU certify that YOU have all equipment, including motor vehicles, bike, car, truck, rickshaw and applicable (“Equipment”) necessary to perform Deliveries. When YOU use a vehicle to perform a Delivery, YOU are solely responsible for ensuring that the vehicle used conforms to all vehicle laws pertaining to safety, equipment, inspection, and operational capability.
2. YOU are responsible for all costs and expenses arising from YOUR performance of Deliveries, including, but not limited to, traffic tickets, tolls, parking fees, inspections, and any other costs related to Equipment. Except as otherwise required by law, YOU assume all risk of damage or loss to its Equipment.
7. RELATIONSHIP OF PARTIES
The Parties acknowledge and agree that this Agreement is between independent businesses that are separately owned and operated. The Parties are not employees, agents, joint ventures or partners of each other for any purpose. Neither party shall have the right to bind the other by contract or otherwise except as specifically provided in this Agreement.
1. YOU agree to indemnify, protect and hold harmless APOLLO ELOGISTICS, including all parent, subsidiary and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, as well as the customers, and the SENDER, RECEIVER, from any and all claims, demands, damages, lawsuits, losses, liabilities and causes of action arising directly or indirectly from, as a result of or in connection with, the actions of YOU arising from the performance of Deliveries under this Agreement, including but not limited to, personal injury or death to any person (including to DRIVER), as well as any liability arising from YOUR failure to comply with the terms of this Agreement. YOUR obligations here under shall include the cost of defense, including legal fees, as well as the payment of any final judgment rendered against or settlement agreed upon by APOLLO ELOGISTICS or its parent, subsidiary and/or affiliated companies.
2. YOU agree to indemnify, protect and hold harmless APOLLO ELOGISTICS, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees from any and all tax liabilities and responsibilities for payment of all federal, state and local taxes, including, but not limited to all payroll taxes and any contributions imposed or required under federal, state, and local laws, that are owed by YOU with respect to YOUR providing delivery services in the Kingdom of Cambodia.
3. YOU shall be responsible for, indemnify, and hold harmless APOLLO ELOGISTICS, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees from all costs of YOUR business, including, but not limited to, the expense and responsibility for any and all applicable insurance, local, state or federal licenses, permits, taxes, and assessments of any and all regulatory agencies, boards or municipalities.
9. DISPUTE RESOLUTION
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 according to the laws and regulations of the Kingdom of Cambodia.
10. TERM AND TERMINATION OF AGREEMENT
1. This Agreement shall remain in full force and effect from the date it is accepted by YOU and may not be terminated early unless YOU stop using the DRIVER APP and WEBSITE for accepting Delivery Opportunities and in the following acts and/or occurrences shall constitute a material breach of this Agreement:
Failure by YOU to remit to APOLLO ELOGISTICS all delivery commission fees for completed Deliveries. All payments YOU have not paid still liable to APOLLO ELOGISTICS even termination of this agreement.
Failure by YOU to complete a Delivery without waiver of the obligation by the customers or APOLLO ELOGISTICS.
Failure by YOU to maintain all licenses, permits, authorities, registrations, and/or other prerequisites to operate that are required by law and/or this Agreement.
Any act by a party that causes the other party to violate its obligations under any applicable laws in the Kingdom of Cambodia.
Documented complaint by a customer, employee of APOLLO ELOGISTICS, or employee of a merchant that YOU have engaged in conduct that a reasonable person would find physically threatening, highly offensive or harassing.
2. Only APOLLO ELOGISTICS reserves the right to terminate this agreement without notice to YOU. YOU must inform to APOLLO ELOGISTICS to terminate this agreement.
3. If not terminated, the Agreement shall be automatically ongoing agreement, unless terminated by either party.
4. YOUR and APOLLO ELOGISTICS’ obligations and rights arising under Section 2, 3, 4, 5, 6, 7, 8, 9, 10 and 11 of this Agreement shall survive termination of this Agreement.
Captions: Captions appearing in this Agreement are for convenience only and do not in any way limit, amplify, modify, or otherwise affect the terms and provisions of this Agreement.
Savings Clause: Except as provided in Section 9, if any part of this Agreement is declared unlawful or unenforceable, the remainder of this Agreement shall remain in full force and effect.
Force Majeure: The performance of the obligations of this Agreement on the part of either APOLLO ELOGISTICS or YOU shall be excused by reasons of closing of public highways, changes in operations, strikes or work stoppages, weather conditions that make operations unsafe or impractical, Acts of God, or the temporary or permanent cessation of business by APOLLO ELOGISTICS or YOU. In the same way with T&A for Customer’s dispute resolution, I would suggest you to include a certain cooling off period before referring to the court.
Last updated: 03-September-20