NTRODUCTION Labbaik Courier & Express Ltd.  is a company incorporated under the laws of Bangladesh, (hereinafter referred to as “Labbaik Express.”) and offers diversified delivery and pick-up services with a focus on e-commerce transactions. This agreement (“Agreement”) is an electronic contract between You and Labbaik Express and this document outlines the terms on which Labbaik Express will provide services to You. You acknowledge that clicking the “I accept” button, and subsequently accessing and using Labbaik Express’s services, constitutes an express acceptance of this electronic contract between Labbaik Express and Yourself. You are alternatively referred to as “Client”. Both You and Labbaik Express are hereafter individually referred to as a “Party”, and colle

ctively as the “Parties”.   SCOPE OF DELIVERY SERVICES The Client may access and use any of the following services provided by Labbaik Express (cumulatively, the Fulfilment Services):   The delivery of goods from the Client to its customer (Forward Leg Deliveries), which may include the logistics for picking up invoiced goods from the Client’s designated premises bringing it to the Labbaik Express’s facility, and eventual dispatch to the Client’s customer The pick-up of goods from the Client’s customers and delivery to the Client’s designated address (Reverse Pickups) Cash handling for Forward Leg Deliveries which involve cash collection on delivery of the product to the Client’s customers (CoD Services)    A list of pin codes of the areas within the territory which is serviced by Labbaik Express is provided in Schedule 2, along with the timelines within which Fulfilment Services will be completed for these areas. Labbaik Express shall provide the Fulfilment Services only for these specified locations. Labbaik Express may, at any time and at its sole discretion, update the Serviceable Area List, without prior notice to the Client.   CLIENT OBLIGATIONS The Client clearly understands that only you (i.e the Merchant) is in a direct contractual relationship with Labbaik Express and therefore all rights of claims and liabilities reside solely with you. Labbaik Express owes no duty/obligation to the end recipient and therefore will not entertain any claims or complaints brought against it by the end recipients of the deliver

ies. In such cases, the Client will have the sole responsibility of resolving such issues with the end recipient personally.   The Client shall ensure that the packaging of the Products is safe, proper and adequate to withstand the normal transportation and environmental hazards, along with the necessary invoices and documentation, and in compliance with applicable laws.   The Client shall ensure that the goods for delivery are kept ready for pick-up by Labbaik Express personnel at the designated pick-up time, failing which the Labbaik Express personnel shall not wait at your location, and you may be charged the requisite fee for the delivery.   The Client shall ensure that the goods inside the package match the description of the goods on the outer packaging/documentation and that proper, true, fair, correct and factual declarations are made regarding the description and value of products/goods handed over for the Fulfilment Services. Please note that Labbaik Express will not provide any compensation for any losses sustained by the client, in case of lost or damaged goods, in situations where the actual content of the package does not match the description of the content provided by the Client. Such practices shall be deemed as a material breach of the company’s policies, as a result of which Labbaik Express shall have the right to refuse service and ban the client from the usage of any of the company’s products and services. The Client shall not book/handover or allow to be handed over any Product to Labbaik Express (or its fulfilment personnel) which is banned, restricted, illegal, prohibited, stolen, infringing of any third-party rights, hazardous or dangerous or in breach of any tax laws currency, bullion, letters and financial and security instruments (“Banned Goods”). Where requested by Labbaik Express, the Client shall, at its own cost, provide forecasting reports, in the format and at the frequencies suggested by Labbaik Express, which forecast the potential requirement of Fulfilment Services by the Client. In addition, from time to time, Labbaik Express may request additional information to be provided by the Client on an ad hoc or periodic basis, which may relate to the nature and volume of the consignments for which the client sha

ll require Fulfilment Services.     LABBAIK EXPRESS OBLIGATIONS Labbaik Express shall provide the Fulfilment Services with reasonable skill and care, and in accordance with applicable laws.   Labbaik Express shall be solely responsible for selecting, hiring, assigning, and supervising its fulfilment personnel, in order to ensure the provision of the Fulfilment Services in accordance with the terms of this Agreement.   Labbaik Express shall be solely responsible for the payment of salaries, wages, and other statutory payments including without limitation provident fund contributions and gratuity, of its fulfilment personnel and the Client shall have no liability towards this. If the Client raises an objection with regard to the behaviour or performance of any Labbaik Express fulfilment personnel, Labbaik Express, upon investigating the matter and where it deems fit, at its sole discretion, shall ensure that such fulfilment personnel shall not serve the Client thereafter in any manner; provided that there shall be no obligation to take any further action in this regard, except as mandated under applicable law.   Labbaik Express shall ensure that upon successful delivery of a package to the Client’s customer, an SMS notification is sent to the Client’s customer It is agreed that the time of the delivery of such SMS shall be the point of conclusion of the service (“Conclusion Point”), and that in the absence of any valid dispute raised by the Client within the timelines set out in Clause 3 under Client Obligation, such SMS shall be final and conclusive proof of the completion of the Fulfilment Services with respect to that particular Client consignment. The remittance of cash collected as part of the COD Services to the Client’s designated account shall be conducted by Labbaik Express from Sunday to Thursday of each week, through bank account transfer or through BKASH, as may be agreed with the Client.   RIGHTS OF LABBAIK EXPRESS Labbaik Express reserves the right, to be exercised by its personnel, to reject any product or the package provided by the Client, for any reason to be intimated to the Client, including the following: Inadequate packaging Lack of invoices or necessary documentation Delivery location not within the Serviceable Area List Provision of Banned Goods Value of the product exceeding specified thresholds, and the lack of insurance cover on the product   Labbaik Express may exercise a lien and withhold and set off any monies collected from customers of the Client, as part of the CoD Services, against any pending dues from the Client, which remain outstanding beyond the due date of payment as set out under the section FEES AND PAYMENT TERMS (Clause 7).   Labbaik Express will not be liable to provide any compensation for items that fall under the following categories if it is discovered that the products were not adequately packed for the purposes of delivery/transportation in a reasonably express fashion by the delivery personnel: Fragile Items Liquid Items Cooked food/ easily perishable items   REPRESENTATIONS AND WARRANTIES Labbaik Express hereby represents, warrants and assures that: It has full power, abs

olute authority and is competent to provide the Fulfilment Services and fulfil its obligations under this Agreement, including necessary licenses, permits and approvals under applicable law; and It employs and maintains a sufficient number of adequately trained personnel who will provide the Fulfilment Services.   The Client hereby represents, warrants and assures that:   The following items with regard to the Client are in good order and in compliance with all applicable law and regulations: the organization and standing; conduct of legitimate business activities, corporate power and authorization; governmental approvals; proprietary information agreements with employees; and that there has been no restriction by any regulatory authority in conducting the business. It has all the requisite rights and licenses over the goods or any other content provisioned to Labbaik Express for the undertaking of the Fulfilment Services, and in furtherance, to this, the Client hereby assures Labbaik Express that such activity undertaken on behalf of the Client by Labbaik Express shall not violate any right/licenses of any third party. It shall ensure that the goods or any other content provided to Labbaik Express shall not contain any Banned Goods, or material which is offensive/derogatory/explicit/perverse to any specific race, gender or class of persons or degrading to public conscience or morals, and do not breach any applicable law in any manner. It shall ensure that it complies with all the regulatory requirements pertaining to all types of taxes, levies etc. (including but not limited to VAT, service taxes, octroi, local body taxes, etc.) as applicable from time to time. The Client will be solely responsible for any penalties levied by any regulatory authority due to non-compliance with the regulatory requirements by the Client. It shall be solely responsible for any confiscation/seizure/disposal of goods by any regulatory authority on account of any violation of the law in respect of the goods or due to its failure to comply with the applicable regulatory requirements for the stocking, sale, or movement of such goods during the provision of the Fulfilment Services by Labbaik Express, even if Labbaik Express has been advised of the same.   FEES AND PAYMENT TERMS The fee payable to Labbaik Express for the Fulfilment Services (“Fees”) shall be as set out in the Schedule to this Agreement.   The Client shall pay all applicable taxes on the Fees, and it is clarified that the amounts set out in the Schedule to this Agreement, as the Fees for each component of the Fulfilment Services are exclusive of taxes.   Labbaik Express shall issue an invoice to the Client at end of each calendar month for the Fulfilment Services that have been rendered in the previous month, with the terms of this Agreement, shall be paid by the Client within fifteen (15) days from the date of submission of the invoice.   The Client must provide notice of any dispute with regard to an invoice (or part thereof) submitted by Labbaik Express, within 7 (seven) days of receipt of the invoice, failing which the invoice shall be deemed to be undisputed and payable in full within the timeline set out in above. LABBAIK EX

PRESS SYSTEMS INTEGRATIONS AND TECHNICAL SUPPORT Labbaik Express shall provide an online administrative panel, on its website, for the use of the Client, to organize and communicate its requirements for Fulfilment Services, and oversee the execution of the same.   The online tools and panels (“Labbaik Express Digital Resources”) that are provided by Labbaik Express to the Client are provided on an ‘as is’ basis, without any warranty of any kind including fitness for purpose, and any use or integration of the same made by the Client shall be at its own and sole risk.   All rights, title, interest and intellectual property in the Labbaik Express Digital Resources shall remain the sole and exclusive property of Labbaik Express, and the Client shall have only a limited, terminable, non-exclusive license to use the same for the term of this Agreement.   LIMITATION OF LIABILITY Where a consignment of goods / products of the Client, that is undelivered to Client or the Client’s customer, as the case may be, for 30 days from the date of hand-over to Labbaik Express, such consignment shall be treated as “Lost”.   In relation to Lost or damaged consignments in a Forward Leg Delivery, where such loss or damage is caused by the fault of Labbaik Express personnel after the handover of the consignment to Labbaik Express, the Client agrees that the liability of Labbaik Express shall be limited to the invoice value or BDT 5000 (Five Thousand), whichever is less.   In relation to Lost consignments in a Reverse Pick-up, the Client agrees that the liability of Labbaik Express shall be limited the invoice value or BDT 5000 (Five Thousand), whichever is less; it is agreed that such liability shall exist only in the event of ‘Lost’ cases, and there shall be no liability for damaged consignments in the case of Reverse Pick-ups.   For Lost or damaged consignments with a value greater than BDT 5000 (Five Thousand), Labbaik Express shall provide a scanned copy of the certificate of facts (“COF”) within 10 (ten) working days of a receipt of a request from the Client; Labbaik Express shall have no liability beyond BDT 5,000 (Five Thousand), provided that if the COF provided by Labbaik Express is not accepted by the insurance provider of the Client, then Labbaik Express shall provide a revised COF within 14 (fourteen) working days.   It is agreed that in no event shall the liability of Labbaik Express, for any loss or damage or other events that occurs either during a Forward Leg Delivery or a Reverse Pick-up, exceed BDT 5000 (Five Thousand).   In no event or under any circumstance shall Labbaik Express be liable to any other person (other than the Service Requestor) claiming under or through it in contract, tort or otherwise for indirect, special, incidental, exemplary, punitive, or consequential damages of any kind whatsoever even if advised of the possibility of such damages.   CONFIDENTIALITY Both Parties shall keep confidential (and to ensure that its officers, employees, agents, affiliates and professional and other advisers keep confidential) any Confidential Information. Both Parties shall not, and shall procure that none of their directors, officers, employees, agents, affiliates or professional advisers shall not, use Confidential Information for any purpose other than for the provision of Delivery Services and for performance under this Agre

ement.   Confidential Information shall mean any and all technical and non-technical information, which either Party may have acquired before or after the date of this Agreement in relation to the business and operations of the other Party, and any other information designated as confidential by a Party from time to time. It is expressly clarified that the Labbaik Express Digital Resources are a part of Labbaik Express’s Confidential Information, and may not be disclosed to third parties by the Client.   INDEMNITY The Client agrees to indemnify, defend and hold Labbaik Express harmless from and against claims, demands, actions, liabilities, costs, interest, damages and expenses of any nature whatsoever (including all legal and other costs, charges and expenses) incurred or suffered by Labbaik Express, arising out of any (a) any wrongful or negligent act or omission of the Client or any person engaged by the Client; (b) any breach of the Client’s obligations under this Agreement; (c) any third party action or claim made against the Client, and (d) a violation of applicable law by the Client. The rights, powers, privileges and remedies provided in this indemnity are cumulative and not exclusive of any rights, powers, privileges or remedies provided by law.   MISCELLANEOUS Assignment. Neither Party shall assign this Agreement or any of its rights and obligations hereunder, without the prior written consent of the other Party and any such attempted assignment shall be null and void, provided that Labbaik Express shall be permitted to assign any of the rights and obligations under this Agreement to any of its affiliates/group companies/subsidiaries, by providing prior written notice of 24 (twenty-four) hours to the Client.   Force Majeure. In the event, either Party (“Prevented Party”) is prevented from performing its obligations under this Agreement by force majeure, such as earthquake typhoon, flood, public commotion, torrential rains, heavy winds, storms or other acts of nature, fire, terrorist acts, threatened terrorist acts, explosion, acts of civil or military authority including the inability to obtain any required approvals or permits, strikes, riots, war, pandemic, plagues, other epidemics, or other unforeseen events beyond the Prevented Party’s reasonable control (“Event of Force Majeure”), the Prevented Party shall notify the other party without delay and within fifteen (15) days thereafter shall provide detailed information concerning such event and documents evidencing such event, explaining the reasons for its inability to execute, or for its delay in the execution of, all or part of its obligations under this Agreement. If an Event of Force Majeure occurs, neither party shall be responsible for any damage, increased costs or loss which the other party may sustain by reason of such a failure or delay of performance, and such failure or delay shall not be deemed a breach of this Agreement. The Prevented Party shall take reasonable means to minimise or remove the effects of an Event of Force Majeure and, within the shortest reasonable time, attempt to resume performance of the obligations delayed or prevented by the Event of Force Majeure.   Law and Jurisdiction. This Agreement, the construction and enforcement of its terms and the interpretation of the rights and duties of the Parties hereto shall be governed by the laws of Bangladesh, and the courts in Dhaka shall have exclusive jurisdiction over any disputes that arise out of or are related to the subject matter in this Agreement.   Compliance. Each Party hereto agrees that it shall comply with all applicable local laws, ordinances and codes in performing its obligations hereunder. If at any time during the Term of this Agreement, a Party is informed or information comes to its attention that it is or may be in violation of any law, ordinance, regulation, or code (or if it is so decreed or adjudged by any court, tribunal or other authority having competent jurisdiction), that Party shall immediately take all appropriate steps to remedy such violation and comply with such law, regulation, ordinance or code

in all respects.   Further, each Party shall establish and maintain all proper records (particularly, but without limitation, accounting records) required by any law, code of practice or corporate policy applicable to it from time to time. Severability. In the event any one or more of the provisions of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unaffected, and the invalid, illegal or unenforceable provision(s) shall be replaced by a mutually acceptable provision(s), which is valid, legal and enforceable, comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision(s).   SCHEDULE - 1 Fee Chart for Fulfillment Services       Details Upto 1kg Upto 2kg Upto 3kg Upto 4kg Dhaka City TK. 60 TK. 75 TK. 90 TK. 105 Dhaka Suburb TK. 100 TK. 115 TK. 130 TK. 145 Outside Dhaka TK. 130 TK. 160 TK. 190 TK. 220     SCHEDULE - 2 Serviceable Area List Please click here to get the list of serviceable areas of LABBAIK EXPRESS       Back Accepts Terms