SPEEDLINK GENERAL TERMS & CONDITIONS
(SPEEDLINK G T&Cs) FOR DELIVERY
The general terms and conditions of Service (“General Terms and Conditions”) are subject to change (and which may be updated from time to time) without prior notice. The most current and controlling version of the General Terms and Conditions are published periodically electronically on SpeedLink’ website (https://speedlink.vn/speedlink-terms-conditions/). In tendering a Shipment for service, the Consignor agrees that the version of the General Terms and Conditions in effect at the time of Shipping will apply to the Shipment and its transportation.
1 DEFINITIONS AND INTERPRETATIONS
Affiliate means an entity (i) which is directly or indirectly controlling a party; (ii) which is under the same direct or indirect ownership or control as the respective party; or (iii) which is directly or indirectly owned or controlled by the respective party. For these purposes, an entity shall be treated as being controlled by another if that other entity has 50% (fifty percent) or more of the voting rights in such an entity are able to direct its affairs and/or to control the composition of its board of directors or equivalent body.
Agreement means the agreement for services entered into between the Consignor and SpeedLink, which incorporates, inter alia, the Service Proposal/Contract Form, these General Terms and Conditions and the relevant Specific Service Terms and Conditions.
Applicable Law means the law (including rules, regulations, directions or orders of any government, regulatory or statutory authority) of the relevant country and of any other jurisdiction that is applicable to the Service.
Article or Item means any object or thing submitted to SpeedLink for Delivery under any service but excluding such articles prohibited under the General Terms and Conditions including articles excluded pursuant to Schedule F (List of Prohibited Items)
Charges means all applicable Service fees, transportation and other charges billed according to the rate agreed including, but not limited to, all applicable duties, levies, Taxes, surcharges, additional handling charges, and late payment fees as described in Schedule C (Rate Card) of the Specific Service Terms and Conditions.
Chargeable Weight means either, the Entered weight, Actual weight or the Volumetric weight whichever is higher.
The following definitions shall apply for the computation of Chargeable Weight:
The Entered weight is the weight entered by the Consignor at the time of booking the Shipment using Ezy2Ship (or any other management system as advised by SpeedLink).
Changes mean any additions, deletions, modifications or alterations to the Service, the manner in which the Service is provided, or the performance standards of the Service, as may be mutually agreed in writing by the Parties.
Consignee means the party to whom the Shipment is being sent.
Consignor or Customer means the party contracting with SpeedLink (as stated in the Service Proposal/Contract Form) for the relevant Service including but not limited to Delivery of the Article(s)/Item(s) and all other value added services.
Delivery shall be deemed to include, but not be limited to: Delivery to the Consignee or the Consignee’s actual or apparent agent or representative, or pursuant to Consignee’s instructions, Delivery to the address or location specified in Ezy2Ship, Delivery to any person present at the address or location (such as convenience stores or parcel lockers) specified in Ezy2Ship, or Delivery otherwise permitted under the relevant terms and conditions.
DDU (Delivered Duty Unpaid) means that the Consignee pays for duties and taxes applicable on the Shipment being delivered to the Consignee (on behalf of the Consignor).
DDP (Delivered Duty Paid) means that the Consignor pays for all duties and taxes applicable on the Shipment being delivered to the Consignee (on behalf of the Consignee).
Disclosing Party means the Party who discloses Confidential Information to the Receiving Party.
Ezy2Ship is the online shipping management system, where the Consignor can print its own Labels and book a pick up online.
Ezytrak is the online track and trace tool to track the Article or Shipment’s end to end journey.
Labels refer to SpeedLink electronic, printed or online shipping labels or SpeedLink manual shipping labels, which indicate the complete shipping information of Shipments to be delivered.
Party means SpeedLink or the Consignor, as the case may be.
Perishable Commodity refers to perishable goods or a commodity requiring protection from temperature variations, including, but not limited to, live animals, foods, dry ice, flowers, and biological materials.
Personal Data means in relation to a Consignee in [relevant jurisdiction], data about an individual who can be identified from that data or from that data and other information to which a Party has or is likely to have access.
Prohibited Items shall mean any of the items as set out in Schedule F to these General Terms and Conditions.
Rates refers collectively to rates for Shipments established by SpeedLink for the Services selected by the Consignor that apply to the Consignor and the Article, that are in effect at the time of shipping, plus any additional Charges or rates for non-standard or additional value added services and any other additional Charges referenced within the General Terms and Conditions of service or those applicable additional rates set out in any customized contracts as the case may be. The detailed fees or Charges applicable for the Services provided to the Consignor are stipulated in Schedule C of the Specific Service Terms and Conditions for customized contracts or attached to the Service Proposal for standard contracts.
Regulatory Authority means, in relation to SpeedLink, any governmental or regulatory body which has the responsibility of supervising and/or regulating the industry and geography in which SpeedLink has operations or business.
Receiving Party means the Party who receives Confidential Information from the Disclosing Party.
Service means the pick-up and/or delivery services offered within or outside the relevant jurisdiction of origin and destination countries and/or transit countries, if applicable. Other value added services may be provided as defined by SpeedLink from
Service Proposal/Contract Form means the application form completed by the Consignor and accepted by SpeedLink with regard to the Service.
Service Proposal/Contract Form (which includes the Account Opening /Update Form) means the service proposal provided to the Consignor for the proposed Services to be provided by SpeedLink (or its Affiliates, agents and/or sub-contractors).
Shipment means one or more Articles/Items of a Consignor, shipped under one or more Labels to a single Consignee.
Specific Service Terms and Conditions means the terms and conditions governing the specific Service provided to the Consignor.
Taxes mean state, local or federal taxes (including but not limited to goods and service tax, value added tax, or withholding tax (as
Territory means the country in which the relevant SpeedLink’s entity performing the Services is incorporated.
The Actual weight is the weight as measured by SpeedLink at SpeedLink’ or its partners’ facilities.
The Volumetric weight is computed using the following formula:
Length (in cm) x Width (in cm) x Height (in cm) / Volumetric Divisor.
Term as defined in Section 7.1
Volumetric Divisor (VF) is the value used in the computation of volumetric weight. Unless specified and agreed otherwise, the Volumetric Divisor used to compute the weight for international Shipments is 5000 cm³/kg and the Volumetric Divisor used to compute the weight for Shipments within the Territory (i.e. domestic Shipments) varies in accordance with Schedule E of the Specific Service Terms and Conditions for the relevant Territory.
Working Day means Mondays to Fridays (excluding Saturday, Sunday, public holidays and any other holidays, as advised by SpeedLink).
1.2 Unless the contrary intention appears:
- A reference to these General Terms and Conditions or another instrument includes any variation or replacement of any of them;
- A reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
- The singular includes the plural and vice versa;
- The word “person” includes a firm, a body corporate, a partnership, joint venture, an unincorporated body or association, or any government agency, and includes a reference to the person’s executors, administrators, successors, substitutes (including, without limitation, persons taking by novation) and assigns;
- If a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;
- A reference to a day is to be interpreted as the period of time commencing at midnight and ending twenty-four (24) hours later;
- A reference to a time is a reference to Viet Nam time;
- A reference to anything (including, without limitation, any amount) is a reference to the whole and each part of it and a reference to a group of persons is a reference to all of them collectively, to any two or more of them collectively and to each of them
- The words “including”, “for example” or “such as” are not used as, or to be interpreted as a word of limitation, and do not limit the meaning of the words to which the example relates to that example or example of a similar kind;
- No rule of construction applies to the disadvantage of a Party because that Party was responsible for the preparation of these General Terms and Conditions or any part of it; and
- Headings are inserted for convenience and do not affect the interpretation of these General Terms and Conditions and/or Specific Service Terms and Conditions.
2 APPLICATION OF GENERAL TERMS & CONDITIONS
2.1 These General Terms and Conditions shall apply to each and all the Services whenever applied for or provided to the Consignor, in addition to any Specific Service Terms and Conditions, except to the extent, if any, expressly excluded in the Specific Service Terms and Conditions, provided nevertheless that:
- in the event of any conflict or inconsistency between any provision of the Service Proposal/Contract Form, the Specific Service Terms and Conditions and any provision of these General Terms and Conditions (including any appendices, Schedules or exhibits attached thereto), the conflict will be resolved in the following order of priority (i) the provision of the Service Proposal/Contract Form and the Specific Terms and Conditions, (ii) the Specific Service Terms and Conditions, and (iii) these General Terms and
- That all rights conferred on SpeedLink under these General Terms and Conditions with respect to any matter or event shall be additional to the rights conferred on SpeedLink under the Specific Terms and Conditions with respect to that matter
3.1 Subject to the terms of these General Terms and Conditions, SpeedLink (either on its own of through its Affiliates, third party agents and/or sub-contractors) shall provide the Consignor the Services more particularly described in [Service Proposal/Contract Form and the Specific Service Terms and Conditions]. Descriptions of the Services and additional terms and conditions governing the provision of such Services are more particularly stated in the Specific Service Terms and Conditions.
3.2 SpeedLink shall perform the Service in accordance with the service levels set out in the Specific Service Terms and
3.3 The Consignor shall comply with the Specific Service Terms and Conditions.
3.4 Either Party may from time to time request Changes to the Service. No Changes shall be implemented unless and until the scope of the Changes and any additional Charges to be paid by the Customer arising from the Changes have been mutually agreed in writing
4 CHARGES AND PAYMENT
4.1 In consideration of SpeedLink’s provision of any Service, the Consignor shall pay SpeedLink the relevant Charges in accordance with the Specific Service Terms and Conditions. All Charges are subject to prevailing Taxes unless the contrary is expressly
The Consignor shall indemnify and keep SpeedLink indemnified against any demand, claim, action, suit or proceeding, Charges, postages, fines, Taxes, costs or expenses brought or threatened to be brought against SpeedLink by a third party in relation to SpeedLink’ performance of any Services, arising out of any act, omission or default (whether or not resulting from negligence) of any of the Consignor’s obligations under these General Terms and Conditions and/or Specific Service Terms and Conditions, and to pay SpeedLink damages, costs and interest in connection with such claim, action, suit, proceeding or
6 LIMITATION OF LIABILITY
6.1 To the extent permitted by law, neither Party shall be liable to the other Party in contract, tort (including negligence) or breach of statutory duty or otherwise howsoever and whatever the cause thereof, for any indirect, consequential, collateral, special or incidental loss or damage suffered or incurred by the other Party in connection with the Agreement. For the purposes of this clause, indirect or consequential loss or damage includes, without limitation, loss of revenue, profits, anticipated savings or business, loss of data or goodwill, loss of use or value of any equipment including software, claims of third parties, and all associated and incidental
6.2 Subject to the cap on the liability per Article or per incident that is expressly provided under the Specific Service Terms and Conditions and subject to satisfactory proof, SpeedLink’ liability to the Consignor for any event giving rise to a claim in contract (including indemnities), tort (including negligence), or breach of statutory duty or otherwise whosoever and whatever the cause thereof, arising by reason of or in connection with any Service or the Agreement or obligations related thereto, shall be limited to a maximum amount of the Charges payable by the Customer to SpeedLink for the Services under this Agreement for a period of one (1) month immediately preceding the event giving rise to the claim, provided always that the maximum aggregate cumulative liability of SpeedLink for all claims arising by reason of or in connection with the Agreement shall not exceed 10% of the aggregate Charges payable by the Customer to SpeedLink under the Agreement.
7 TERM AND TERMINATION
7.1 This Agreement shall take effect from the date of commencement set out in the Service Proposal/Contract Form and unless otherwise terminated prematurely in accordance with the provisions herein or the Specific Service Terms and Conditions, shall continue until the date of expiry set out in the Service Proposal/Contract Form (“Term”). Without prejudice to the generality of the foregoing, the Consignor acknowledges that the term of each Service may commence and end at different times during the Term save that all Services would end and no further Services would be provided at the expiry or termination of the Term.
7.2 Either Party (“Terminating Party”) may terminate the Services in full or to the extent necessary by providing notice to the other Party
- the Terminating Party provides not less than [three (3)] month’s prior written notice to the other Party; or
- the other Party breaches of any of the terms and conditions of these General Terms and Conditions and/or Specific Service Terms and Conditions, the Terminating Party has given fourteen (14) days’ notice of such breach and the other Party has failed to rectify such breach within the relevant notice period.
7.3 SpeedLink may terminate the Services and/or the Agreement, in full or to the extent necessary by providing notice to the
- the Consignor has outstanding Charges or any other monies due and payable to SpeedLink which remain unpaid, and where SpeedLink has given seven (7) Working Days’ notice of such breach and the Consignor has failed to rectify such breach within the stipulated time;
- the Consignor has been adjudged bankrupt or if a receiving order has been made against it, or if the Consignor is insolvent or is in liquidation (whether voluntary or compulsory) or if the Consignor has made compositions or arrangements with, or assignment for the benefit of, its creditors;
- the Consignor has a winding-up petition presented against it, or has a receiver or a receiver and manager or a judicial manager
- the Consignor has in SpeedLink’ reasonable opinion, ceased to carry on business;
- the continued operation of these General Terms and Conditions and/or Specific Service Terms and Conditions would be unlawful or would pose an imminent threat to life or property;
- in SpeedLink’ reasonable opinion, the Consignor attempted to use, is likely to use or has used any Service (whether with or without the authorisation and/or permission of SpeedLink) in contravention of any law;
- any material information provided or representation made by the Consignor to SpeedLink is untrue, misleading or inaccurate and has an adverse material impact on SpeedLink in relation to its provision of any Service; or
- any gift or consideration of any kind was given or offered to any of SpeedLink’ staff as an inducement or reward in connection with the provision of any Service.
7.4 The Consignor may terminate the Services and/or the Agreement, in full or to the extent necessary by providing notice to SpeedLink
- SpeedLink has been adjudged bankrupt or if a receiving order has been made against it, or if SpeedLink is insolvent or is in liquidation (whether voluntary or compulsory) or if SpeedLink has made compositions or arrangements with, or assignment for the benefit of, its creditors;
- SpeedLink has a winding-up petition presented against it, or has a receiver or a receiver and manager or a judicial manager appointed;
- SpeedLink has ceased to carry on business; or
- the continued operation of these General Terms and Conditions and/or Specific Service Terms and Conditions would be unlawful or would pose an imminent threat to life or property.
7.5 In the event the Regulatory Authority directs or instructs or gives guidance that SpeedLink should (i) terminate all or part of these General Terms and Conditions and/or Specific Service Terms and Conditions and/or (ii) continuation of these General Terms and Conditions and/or Specific Service Terms and Conditions would cause SpeedLink to be in breach of any laws or regulatory requirements or guidance to which it is subject, SpeedLink shall be entitled to terminate these General Terms and Conditions and/or Specific Service Terms and Conditions forthwith without entitling the Consignor to receive any compensation.
7.6 Upon termination of the Agreement or any part thereof, each Party must, at its own expense, deliver to the other Party, or after notices from that other Party, destroy or erase all documents or other forms of storage which comprise or contain the other Party’s Confidential Information or from which the other Party’s Confidential Information can be reproduced.
7.7 Notwithstanding the termination or expiry of the Agreement, Section 9 of these General Terms and Conditions shall continue in full force and effect.
7.8 Upon the termination or expiration of this Agreement, all sums owed by one Party to the other under this Agreement will continue to remain payable in accordance with these General Terms and Conditions and/or Specific Service Terms and Conditions.
7.9 A Party’s right to suspend or terminate the Agreement or any part thereof shall be without prejudice to any other rights or remedies, which the Party may have in law or in equity.
7.10 Any termination or suspension of any Service by SpeedLink for whatever reasons shall not entitle the Consignor to receive any compensation in respect of the termination or suspension.
8.1 All notices, requests, consents, demands and other communications required or permitted to be given or made under or in connection with these General Terms and Conditions and/or Specific Service Terms and Conditions shall be given or made in writing
- pre-paid registered mail or courier with recorded delivery;
- facsimile transmission; or
- email, addressed to the intended recipient Party at its address, facsimile number or email address as may be notified to the other Party in writing from time to time.
8.2 Any such notice, request, consent, demand or communication shall be deemed to have been duly served:
- if sent by hand, at the time of delivery;
- if sent by prepaid registered mail or courier, at the time of delivery;
- if sent by successfully transmitted facsimile transmission, at the time of dispatch (provided that the receipt of such facsimile transmission is confirmed and that immediately after such dispatch, a copy thereof is sent by pre-paid registered post); or
- if sent by email, upon receipt, provided always that (i) the sender shall have received a return receipt of the email from the recipient, and (ii) the time of transmission of the email is between the hours of 9am and 5pm on a Working Day, and if the time of transmission takes place outside such hours, the time of receipt shall be deemed to be 9am on the next Working Day.
9.1 Each Party acknowledges that during the course of the performance of these General Terms and Conditions and/or Specific Service Terms and Conditions, it may have access to Confidential Information of the other Party or one of its Affiliates, and the Parties acknowledge that they are in a confidential relationship with the other. Confidential Information shall be used by Receiving Party only in performing or receiving the benefit of these General Terms and Conditions and/or Specific Service Terms and Conditions and may not be used for other purposes, except upon such terms as may be agreed upon in writing by the Disclosing Party. The Receiving Party agrees to maintain the confidentiality of the Confidential Information disclosed to it under these General Terms and Conditions and/or Specific Service Terms and Conditions and to use the same degree of care as it uses with regard to its own Confidential Information of similar importance to prevent the disclosure, publication or unauthorised use of the Confidential Information and in any case, no less than reasonable care. Neither Party may duplicate or copy Confidential Information of the other Party other than to the extent necessary for legitimate business use in connection with these General Terms and Conditions and/or Specific Service
9.2 The Receiving Party shall not be liable for the disclosure or use of Confidential Information if the same:
- is in or enters the public domain, other than by breach of these General Terms and Conditions and/ or Specific Service Terms and Conditions; or
- is known to the Receiving Party on a non-confidential basis prior to disclosure pursuant to these General Terms and Conditions and/or Specific Service Terms and Conditions; or
- is or has been lawfully disclosed to the Receiving Party by a third party without an obligation of confidentiality; or
- is required to be disclosed pursuant to any applicable laws, rules or regulations or direction of statutory or regulatory authority or stock exchange or order of a relevant court of law.
9.3 The Consignor may, by any form of writing give its consent or authority to SpeedLink’ collection, use, disclosure and/or retention of Consignor Information for any purpose(s) requested by SpeedLink.
10 FORCE MAJEURE
SpeedLink shall not be liable for any loss or damage arising from its failure to perform any of its obligations under these General Terms and Conditions and/or Specific Service Terms and Conditions if such failure is the result of circumstances outside its control including but not limited to the outbreak of war, any governmental act, act of war, explosion, accident, civil commotion, riot, industrial dispute, strike, lockout, stoppages or restraint of labour from whatever cause, whether partial or general, weather conditions, traffic congestion, mechanical breakdown, accidents, obstruction of any public or private road or highway or outbreak of any communicable disease or any other force majeure, fire, flood or any other act of God.
SpeedLink has the right to assign all or part of its rights and benefits under these General Terms and Conditions and/or Specific Service Terms and Conditions. The Customer may assign all or part of its rights and benefits under these General Terms and Conditions and/or Specific Service Terms and Conditions with the prior consent in writing of SpeedLink, which consent shall not be unreasonably withheld or delayed.
SpeedLink may discharge its obligations under this Agreement using agents or sub-contractors, but shall nonetheless remain liable for the performance of its obligations under this Agreement.
13 INDEPENDENT CONTRACTORS
The relationship of the Parties shall be solely that of independent contractors. Nothing in this contract shall be deemed to constitute, create or give effect to or otherwise recognise a joint venture, partnership or formal business entity of any kind, and the rights and obligations of the Parties shall be limited to those expressly set forth herein. Nothing herein contained shall be construed as authorising either Party to act as an agent or representative of the other Party.
14 ENTIRE AGREEMENT
14.1 These General Terms and Conditions (as may be amended from time to time), the Specific Service Terms and Conditions and the Service Proposal/Contract Form and its Appendices and Schedules thereto (if any) shall constitute the entire understanding between the Parties hereto concerning the provision of the Service and supersedes and replaces any prior agreements and negotiations related to the subject matter herein.
SpeedLink reserves the right in its sole discretion, to change, update, modify or to amend any of the General Terms and Conditions and conditions herein stated without any prior notice and the Consignor shall be bound to observe and comply with the General Terms and Conditions and any amendments thereof, such amended General Terms and Conditions and conditions to be made available at www.SpeedLinksolutions.com. Further, it shall be the responsibility of the Consignor to review the General Terms and Conditions for any such changes, revisions, modifications or amendments and that your continued use of our Services constitutes your agreement to such updated General Terms and Conditions.
If any of the provisions herein becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
17 CONTRACTS (RIGHT OF THIRD PARTIES) ACT
A person who is not a Party to these General Terms and Conditions has no rights under the Contracts (Rights of Third Parties) Act (Cap 53B) to enforce any term of these General Terms and Conditions.
18 APPLICABLE LAW AND JURISDICTION
These General Terms and Conditions shall be governed by, and construed in accordance with, the laws of the Socialist Republic of Vietnam and, unless contrary to such applicable law, the Parties hereby submit to the non-exclusive jurisdiction to the courts of the Socialist Republic.