Terms & Conditions

For the purposes of this Agreement, the following terms shall have the meanings specified below:

"Agreement" refers to this Service Agreement including all its terms, conditions, policies, procedures, and any amendments thereof.

"ODELIVER" (also referred to as "the Company," "Us," "We," or "Our") represents Agora Technologies Ltd, a company providing logistics, transportation, and storage services.

"Client" or "You" refers to the Vendor/Merchant utilizing ODELIVER's services under this Agreement.

"Shipper" means any individual or entity that sends goods using ODELIVER's services, which may also include the Client.

"Consignee" denotes the recipient of the shipment.

"Shipment" or "Package"refers to goods or items transported, stored, or handled under the terms of this Agreement.

"Prohibited Goods"are items that cannot be transported, stored, or handled by ODELIVER due to legal, regulatory, or safety reasons as defined under the Customs Act Chapter 78:01 and specified in Section 45, and any additional items deemed unsuitable by ODELIVER.

"COD"(Cash on Delivery) refers to a service option where payment for goods is made at the time of delivery rather than in advance.

"Proper Packaging Guidelines"means the packaging requirements set by ODELIVER to ensure the safety and integrity of shipments.

"Force Majeure"events are extraordinary events or circumstances beyond the control of the parties, such as natural disasters, acts of terrorism, civil unrest, or governmental actions, which prevent one or both parties from fulfilling their contractual obligations.

"Digital Wallet"refers to an electronic service provided by ODELIVER that allows clients to make and receive payments related to the services offered by ODELIVER.

1. Agreement Overview and Jurisdiction

1.1 Service Agreement

This Agreement outlines the terms and conditions under which ODELIVER ("the Company"), herein also referred to as "Us," "We," or "Our," agrees to transport, store, and handle shipments for the Vendor/Merchant ("the Client" or "You"). These terms constitute a legally binding agreement governing the provision of services by ODELIVER to the Client.

1.2 Governing Law and Jurisdiction

The terms and conditions set forth in this Agreement shall be exclusively governed by and interpreted in accordance with the laws of Trinidad and Tobago. The parties hereby submit to the exclusive jurisdiction of the courts of Trinidad and Tobago for the resolution of any disputes arising under or in connection with this Agreement.

1.3 Dispute Resolution Process

1.3.1 Initial Resolution Efforts: ODELIVER and the Client agree to make every reasonable effort to amicably resolve any dispute, claim, question, or disagreement directly through good-faith negotiations, which shall be a precondition to either party initiating a lawsuit or arbitration.

1.3.2 Mediation: If the parties are unable to resolve a dispute through direct negotiations within thirty (30) days of notification of the dispute, they agree to endeavour to settle the dispute in an amicable manner by mediation administered by a mutually agreed upon mediator, before resorting to arbitration or litigation. The costs of the mediation will be shared equally by both parties.

1.3.3 Arbitration: In the event that mediation does not result in a resolution, the dispute shall be resolved by binding arbitration administered by a recognized Arbitration Association or body, agreed upon by both parties. The arbitration shall be conducted in Trinidad and Tobago, in accordance with the laws of Trinidad and Tobago governing the arbitration process. The decision of the arbitrator shall be final and binding on both parties, and the arbitrator's award may be entered as a judgment in any court of competent jurisdiction.

1.3.4 Litigation: If arbitration is not chosen as a means of dispute resolution or if the arbitration process does not resolve the dispute, either party may seek remedies in law or in equity before the courts of Trinidad and Tobago. The parties agree to submit to the exclusive jurisdiction of the courts located in Trinidad and Tobago for the resolution of any disputes arising out of or in connection with this Agreement.

1.3.5 Limitation on Time to Initiate Disputes: Any claim or cause of action arising out of or related to this Agreement must be filed within one (1) year after such claim or cause of action arose, notwithstanding any statutes or law to the contrary. Failure to file such a claim within the specified period will result in the permanent barring of the claim.

1.3.6 Confidentiality of Proceedings: The parties agree that the proceedings and transactions of any mediation, arbitration, or litigation under this Agreement shall be treated as confidential and not disclosed to any third party without the express written consent of the other party, unless required by law.

1.4 Liability and Claims

1.4.1 General Limitation: ODELIVER’s liability for any loss, damage, misdelivery, non-delivery, or other failure to perform any of its obligations under this Agreement shall be limited to the lesser of the actual loss or damage suffered by the Client, or the cost of the shipment or service provided, unless otherwise specified in a separate service level agreement. This limitation of liability applies regardless of the cause or form of action, whether in contract, tort (including negligence), strict liability, or otherwise.

1.4.2 Exclusions: ODELIVER shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, income, interest, utility, or loss of market, even if advised of the possibility of such damages.

1.4.3 Force Majeure: ODELIVER shall not be liable for any failure to perform its obligations under this Agreement if such failure results from circumstances beyond its reasonable control (a "Force Majeure" event), including but not limited to acts of God, natural disasters, acts of war or terrorism, strikes or labor disputes, governmental actions, pandemics, or disruptions in transportation networks.

1.4.4 Claims Procedure: Any claims for loss, damage, or failure to perform must be made in writing and submitted to ODELIVER within fourteen (14) days from the date of the alleged occurrence. Failure to submit a claim within this timeframe will result in the waiver of any rights to compensation or other remedies.

1.4.5 No Modification of Liability: The limitations of liability set forth in this section cannot be waived or modified except by a written amendment signed by an authorized representative of ODELIVER. No agent, employee, or representative of ODELIVER has the authority to alter or waive these limitations.

1.5 Intellectual Property Rights

1.5.1 Ownership and Use: All intellectual property rights in or arising out of or in connection with the services provided by ODELIVER, including but not limited to trademarks, trade names, service marks, logos, domain names, and any materials, software, or documentation used or provided as part of the services, are owned by ODELIVER or its licensors. The Client and its users are granted a non-exclusive, limited, and revocable license to use the services and related intellectual property solely for purposes authorized under this Agreement.

1.5.2 Prohibitions: The Client shall not copy, reproduce, modify, distribute, display, perform, publish, license, create derivative works from, transfer, or sell any information, software, products, or services obtained from ODELIVER's services, except as expressly authorized by this Agreement or by written permission from ODELIVER.

1.5.3 Protection of Rights: The Client agrees to respect the intellectual property rights of ODELIVER and third parties. Any unauthorized use of the intellectual property of ODELIVER or third parties may result in the termination of the services and legal action.

1.5.4 Notification of Infringement: If the Client becomes aware of any infringement or unauthorized use of ODELIVER’s intellectual property rights, the Client agrees to promptly notify ODELIVER. ODELIVER reserves the right to take any action deemed appropriate to protect its intellectual property rights, including legal proceedings.

1.6 Use of Technology in Proof of Delivery

ODELIVER reserves the right to employ technology, including but not limited to electronic completion, digital signature and photographic evidence, as conclusive proof of delivery and service fulfillment.

1.7 Right to Refuse Service

ODELIVER retains the absolute discretion to refuse the carriage or storage of any shipment tendered to it under this Agreement. Such refusal may be based on, but not limited to, the nature of the goods, regulatory restrictions, or concerns regarding the safety or security of the goods, ODELIVER personnel, or the public.

2. Conditions of Carriage and Shipper’s Obligations

2.1 Prohibited Goods

The Shipper shall not tender for carriage any goods that are prohibited by the laws and regulations of Trinidad and Tobago, or any goods that pose a risk to public safety, other goods being transported, or the environment. This includes, but is not limited to:

• Ammunition
• Alcohol and tobacco in quantities exceeding regulatory limits
• Bodily fluids and tissues
• Corpses or human remains
• Acids, corrosives, and hazardous chemicals
• Narcotics
• Firearms

The inclusion of prohibited items may result in the immediate termination of carriage services and potential legal action.

The Shipper acknowledges and agrees that it is their sole responsibility to ensure that the items contained in their shipments are legal and compliant with all applicable laws and regulations. ODELIVER will not be responsible for inspecting every package for the presence of illegal or prohibited items, such as drugs or other contraband. Therefore, the Shipper shall bear full responsibility for any legal consequences or penalties that may arise from sending prohibited or illegal items through ODELIVER's services. By utilizing ODELIVER's services, the Shipper expressly absolves ODELIVER of any wrongdoing or liability associated with the transportation of such items. ODELIVER reserves the right to cooperate with law enforcement authorities in any investigation related to illegal or prohibited contents within shipments.

2.2 Minimum and Maximum Shipment Sizes

ODELIVER will accept for carriage or storage only those shipments where each package weighs no more than 25 pounds. While the maximum shipment weight can be up to 100 pounds, it must be divided into separate packages, each not exceeding 25 pounds, to ensure safe handling by our drivers. When creating a shipment, the sender must specify the total weight and divide the shipment into manageable packages, clearly indicating the number of packages within the shipment.

For instance, a shipment weighing 75 pounds must be divided into three 25-pound packages. The shipment creation process must reflect this by stating that there are three packages. Each package will then be labeled accordingly (e.g., 1 of 3, 2 of 3, 3 of 3) to facilitate accurate identification and handling.

Regarding fees, shipments totaling up to 50 pounds will incur our standard delivery cost. For shipments over 50 pounds and up to the maximum of 100 pounds, an additional fee of $1 will be charged for every increment of 1 pounds above 50 pounds.

2.3 Right to Delay Carriage

ODELIVER reserves the right to delay the carriage of shipments under certain conditions, including but not limited to adverse weather, traffic congestion, high shipment volumes, failed delivery attempts, lack of clarity in shipping instructions, or inaccuracies in provided information. In the event of such delay, both the Shipper and the Consignee will be duly notified. Except where expressly agreed in writing, ODELIVER shall bear no liability for losses incurred due to delays.

2.4 Shipper’s Responsibility

The Shipper is obliged to accurately and promptly input all necessary details regarding packages intended for shipment into the ODELIVER platform. For a package to qualify for collection between 8:00 a.m. and 5:00 p.m. on a given day, the shipment information must be submitted on the platform from 12:00 a.m. to 8:00 a.m. the same day. Shipments entered after the 8:00 a.m. cutoff will not be eligible for collection until the following day, within the specified collection window. ODELIVER assures collection of packages that adhere to these timing requirements. Conversely, ODELIVER will not undertake the collection of any items from merchants beyond 5:00 p.m. on any day. Therefore, to guarantee the collection of shipments within the desired timeframe, Shippers must ensure that all pertinent details are recorded on the platform no later than 8:00 a.m. for eligibility in that day’s collection cycle. ODELIVER disclaims all liability for failure to collect shipments not complying with this timing protocol, along with any subsequent delays or losses in processing or delivery.

2.5 Compliance with Packaging and Labelling Requirements

All shipments must be appropriately packaged, marked, and labelled in strict adherence to ODELIVER's specified guidelines, as well as all relevant laws and regulations. For the convenience of our clients, ODELIVER offers a supplementary service for labelling shipments at a cost of $5.00 per label per shipment. Clients opting for this service are required to provide the customer's name and the shipment ID affixed to the package to ensure accurate labelling. In the absence of this information, ODELIVER disclaims any liability for the misplacement of items attributable to the lack of identification prior to labelling.

2.6 Liability for Non-Compliance

ODELIVER reserves the right to refuse carriage or to hold or cancel the carriage of any shipment that fails to comply with the conditions herein, including but not limited to the restrictions on prohibited goods. No refunds shall be issued for carriage charges paid on shipments that are refused, held, or cancelled due to non- compliance.

2.7 Packaging and Handling by Shipper

Packaging Requirements:

• Parcels must be securely sealed within a polymailer bag if utilizing a bag for packaging. For parcels not in a polymailer bag, a sealed, rigid box according to ODELIVER’S packaging guidelines must be used. Compliance with these packaging requirements is mandatory to maintain liability coverage for loss or theft.

Acceptance and Liability:

• Upon delivery, the recipient's acceptance of the parcel signifies acknowledgment that it was received in good condition and in accordance with the prescribed packaging standards. ODELIVER will not be liable for any items missing post- acceptance.
• The recipient is urged to inspect the package at the time of delivery. Should the package appear tampered with, the recipient must inform the delivery driver immediately and may refuse acceptance.

Failure to adhere to these guidelines absolves ODELIVER of any liability for lost, stolen, or missing items post- acceptance. This ensures a mutual commitment to the safety and integrity of your shipments, safeguarding against loss or theft.

2.8 Non-Liability for Theft During Delivery Attempts

ODELIVER expressly disclaims any responsibility for items that are stolen by recipients during delivery attempts. In the unfortunate event of theft, ODELIVER commits to providing assistance in reporting the theft to the appropriate law enforcement authorities and supplying the Shipper with all necessary information to facilitate their follow-up and investigation of the incident. However, it is crucial for Shippers to understand that ODELIVER will not assume responsibility for the repayment or compensation of any package stolen under these circumstances, irrespective of whether the Shipper has opted for protection or coverage services for their shipment.

Shippers are strongly advised to conduct due diligence in verifying the accuracy and reliability of customer information prior to shipment to mitigate the risk of fraudulent activities. This includes, but is not limited to, confirming the identity, address, and contact details of the recipients to ensure that shipments are dispatched to legitimate and secure destinations.

By utilizing ODELIVER's services, Shippers acknowledge and accept this condition, recognizing that the responsibility for safeguarding against theft by recipients lies primarily with the Shipper. ODELIVER's role is to facilitate the delivery process and provide support in the event of theft, but it does not extend to compensating Shippers for stolen items, regardless of any additional protection or coverage that may have been arranged.

2.9 Commitment to Data Protection

ODELIVER is committed to protecting the privacy and security of all personal and business information provided by our Clients and Shippers. All data collected, processed, and stored by ODELIVER in the course of providing services under this Agreement will be treated in accordance with this section, our Privacy Policy, and in compliance with applicable data protection laws and regulations, including but not limited to the Data Protection Act of Trinidad and Tobago.

2.9.1 Data Collection and Use

The Client and Shipper acknowledge and agree that it is necessary for ODELIVER to collect, process, and use personal and business data to facilitate the provision of services detailed in this Agreement. Such data may include, but is not limited to, names, addresses, contact information, transaction histories, and payment details.

2.9.2 Purpose of Data Processing

ODELIVER shall use the collected data exclusively for the purposes of fulfilling its obligations under this Agreement, including shipment processing, billing, and service improvement. Data shall not be used for any unrelated purposes without the express consent of the Client or Shipper.

2.9.3 Data Sharing and Disclosure

ODELIVER may share data with third-party service providers, partners, or authorities as necessary to perform the services agreed upon, comply with legal obligations, or enforce the terms of this Agreement. Any third-party engaged by ODELIVER will be bound by similar obligations of data protection and confidentiality.

2.9.4 Data Security Measures

ODELIVER shall implement and maintain appropriate technical and organizational security measures to protect data against unauthorized or unlawful processing, accidental loss, destruction, or damage. This includes, but is not limited to, encryption, access controls, and secure data storage solutions.

2.9.5 Data Subject Rights

Clients and Shippers have rights concerning their personal data, including the right to access, correct, delete, or restrict processing of their data. Requests to exercise these rights can be made directly to ODELIVER, and we will take steps to comply with such requests in accordance with applicable laws.

2.9.6 Data Retention

ODELIVER will retain personal and business data only for as long as necessary to fulfill the purposes for which it was collected or to comply with legal, regulatory, or contractual requirements.

2.9.7 Amendments to Data Protection and Privacy Provisions

ODELIVER reserves the right to amend these data protection and privacy provisions in line with changes to laws, regulations, or operational requirements. Clients and Shippers will be notified of any such amendments in accordance with the procedure outlined in the Amendments to the Agreement and Policies section.

3. Collection, Handling, and Delivery of Shipments

3.1 Collection Requests

The Shipper must confirm collection requests with ODELIVER no later than 8:00 AM on the day of collection. Upon receipt of a collection request, ODELIVER will communicate an estimated time for collection. The Shipper is obligated to inform ODELIVER of any changes or anticipated delays to the collection schedule as soon as possible. ODELIVER does not guarantee specific collection times and such times may vary based on operational capacities and external factors.

3.2 Notification of Collection Time

ODELIVER will provide notification to the relevant party regarding the estimated time of collection. It is the Shipper's responsibility to ensure availability within the notified timeframe to facilitate the collection process. ODELIVER reserves the right to adjust collection times based on logistical considerations and will communicate any changes promptly to the Shipper.

3.3 Variation in Collection Times

Collection times are subject to variation based on seasonal demands, availability of resources, and other operational factors. While ODELIVER endeavours to adhere to scheduled collection times, it does not guarantee specific collection slots. The Shipper acknowledges and agrees that collection times are estimates and may be subject to change.

3.4 Collection Fee

3.4.1 ODELIVER shall impose a Collection Fee for the service of collecting packages from the premises of the Merchant once it is three packages or fewer to be collected. This Fee is instituted to cover the administrative and logistical costs incurred by ODELIVER in facilitating the Service.

3.4.2 Fee Structure

• For Collections of Three Packages or Fewer: A Fee of twenty dollars (TT $20.00) will be levied for each collection service rendered that encompasses three (3) or fewer packages.
• For Collections Exceeding Three Packages: Collections comprising four (4) or more packages shall not be subject to the Fee, in recognition of the logistical efficiencies realized by ODELIVER in executing larger batch collections.

3.4.3 Deduction and Payment of Fee

• Automatic Deduction from Digital Wallet: The Fee will be automatically deducted from the Merchant's digital wallet subsequent to the execution of the Collection Service.
• Insufficiency of Funds: In the event the Merchant’s digital wallet has insufficient funds to cover the Fee, the outstanding amount shall be deducted from the Merchant’s forthcoming weekly remittance. Should the Merchant avail of the 24-hour payout option, the Fee shall be adjusted within the said payout.
• Account Suspension: Should there be no pending remittance and the digital wallet balance remain insufficient, the Merchant’s account with ODELIVER shall be suspended forthwith. The suspension will remain in effect until the Merchant settles the outstanding Fee in full.

3.4.4 Obligation to Maintain Sufficient Funds

The Merchant is obligated to ensure a sufficient balance is maintained in the digital wallet to cover the Collection Fee and any other applicable charges by ODELIVER. Failure to maintain an adequate balance may result in suspension of services, including but not limited to the Collection Service, until such time as the outstanding balances are settled in full.

3.5 Transportation Storage Conditions

ODELIVER ensures that all items transported are subject to conditions that mirror standard room temperature environments, as our vehicles are not guaranteed to be equipped with temperature control mechanisms such as air conditioning (AC). As such, ODELIVER explicitly disclaims any liability for potential damage to goods that are sensitive to room temperatures or that may be adversely affected by temperatures typically experienced during transit.

It is the sole responsibility of the Shipper to evaluate the temperature sensitivity of their goods prior to arranging for transportation with ODELIVER. Goods requiring specific temperature-controlled conditions beyond what is naturally maintained in a standard transportation environment should not be entrusted to ODELIVER under regular service provisions.

This policy is instituted to inform Shippers of the inherent limitations within our transportation capabilities, particularly concerning temperature management. By agreeing to these terms, Shippers acknowledge and accept that ODELIVER cannot be held liable for any damages that may result from the ambient room temperature conditions during the transportation of their goods.

3.6 Delivery of Shipments

ODELIVER commits to delivering shipments within the service levels agreed upon, without guaranteeing delivery by a specific time or date set by the Shipper, Consignee, or any third party unless explicitly agreed in writing. ODELIVER disclaims liability for losses resulting from failure to deliver shipments as per any unagreed timeline. Any changes to delivery addresses or instructions that may delay delivery times will be communicated to the relevant parties.

4. Conditions for Handling and Storage of Shipments

4.1 Prohibition of Certain Goods

ODELIVER unequivocally prohibits the storage, handling, or transportation of goods explicitly banned by the laws of Trinidad and Tobago. This prohibition extends to any goods that may pose a danger to life, property, or the environment. The list of prohibited goods includes, but is not limited to, the categories enumerated in previous sections of this Agreement.

4.2 Warehouse Storage Conditions

ODELIVER operates warehouse storage facilities that maintain room temperature environments. These facilities are designed to accommodate a wide range of goods under conditions that do not include specialized temperature control systems. Consequently, ODELIVER must expressly disclaim liability for any damage or destruction of items attributable to their storage under these room temperature conditions.

Shippers are advised to assess the suitability of room temperature storage for their goods before utilizing ODELIVER’s warehouse facilities. Goods that require controlled temperature environments to preserve their integrity, prevent damage, or avoid destruction should not be stored in ODELIVER’s warehouse facilities under standard service agreements.

By electing to store goods in ODELIVER’s warehouse facilities, Shippers acknowledge and accept that ODELIVER shall not be held responsible or liable for any adverse effects that room temperature storage conditions may have on their goods. It is the responsibility of the Shipper to ensure that their goods are compatible with room temperature storage to prevent any potential damage or loss.

4.3 Right to Refuse Storage

ODELIVER retains the absolute and unconditional authority to decline the storage of goods within its warehouse facilities at any time, according to its sole discretion. This discretionary right will be invoked particularly in circumstances where:

• The goods in question do not comply with the established legal and regulatory requirements that govern storage.
• The storage of the goods would potentially violate the terms of this Agreement or any applicable laws and regulations, including but not limited to those concerning room temperature storage compatibility.
• The goods require environmental conditions for storage beyond the room temperature conditions provided by ODELIVER’s warehouse facilities.

ODELIVER is committed to ensuring compliance with all relevant laws and regulations and maintaining the integrity of its storage solutions. Consequently, ODELIVER disclaims any and all liability for losses, damages, or adverse effects that may result from its decision to refuse storage of any goods under these guidelines.

Shippers are encouraged to consult with ODELIVER in advance regarding the specific storage requirements of their goods to ascertain compatibility with our warehouse environment. This proactive engagement is aimed at minimizing the risk of refusal and ensuring that all goods stored with ODELIVER are kept under conditions that meet our operational standards and compliance obligations.

4.4 Holding for Discrepancies and Non-Compliance

ODELIVER reserves the right to hold any shipment in the following circumstances, including but not limited to:

• Discrepancies between shipment details placed through the platform and the physical shipment,
• Discrepancies in Cash on Delivery (COD) details,
• Incorrectly stated addresses, provided all reasonable steps to locate the intended address have been exhausted,
• The collection or delivery address falls outside ODELIVER’s service area,
• Improper packaging and/or labelling of shipments,
• Any reason beyond ODELIVER's control that may impede the effective collection or delivery of the shipment, such as force majeure events.

4.5 Cancellation and Charges for Held Shipments

In instances where a Shipper fails to respond or rectify the issue leading to a shipment being held for one (1) business day, ODELIVER reserves the right to return the shipment to the merchant and apply a return fee. This fee compensates for administrative costs incurred in handling the non-compliant shipment. ODELIVER disclaims any liability for failing to perform carriage services due to such cancellation under these circumstances.

5. Inspection, Holding, and Disposal of Shipments

5.1 Right to Inspect

ODELIVER reserves the unequivocal right to open, inspect, and evaluate any shipment tendered for carriage to ensure compliance with legal and regulatory standards, safety requirements, and the terms of this agreement. This right is exercisable if there is probable cause to believe that a shipment may contain prohibited items, is improperly packaged, or presents a risk to safety, security, or regulatory compliance.

5.2 Criteria for Holding Shipments

ODELIVER may hold any shipment under the following conditions:

• Any discrepancy about the shipment information placed on the portal and the physical shipment presented including but limited to discrepancy in the details of Cash on Delivery (COD) amounts and incorrect or insufficient address information.
• The collection or delivery address falls outside of ODELIVER’s operational service area

5.3 Procedures for Handling Non-compliant Shipments

Upon determination that a shipment does not comply with the prescribed conditions, including but not limited to the presence of prohibited items or discrepancies in declared contents, ODELIVER reserves the right to:

• Refuse carriage of the entire shipment or any part thereof
• Hold the shipment pending resolution of the non-compliance issue.

In such instances, ODELIVER will make reasonable efforts to notify the shipper and provide an opportunity for resolution within a specified timeframe.

5.4 Notification and Resolution of Held Shipments

Should a shipment be held due to non-compliance or discrepancies, ODELIVER will notify the shipper within a reasonable period, detailing the reasons for holding the shipment and the steps required for resolution. If the shipper fails to respond or rectify the issue causing the shipment to be held for more than 24 hours, ODELIVER reserves the right to return the shipment and apply any fees associated.

5.5 Cancellation of Non-compliant Shipments

Shipments held due to non-compliance that are not resolved within the stipulated period may be subject to cancellation at ODELIVER’s discretion. Cancellation under these circumstances may incur charges to cover administrative and operational costs incurred by ODELIVER.

ODELIVER disclaims any liability for losses or damages arising from the cancellation of shipments due to non- compliance with the terms of this agreement or applicable legal and regulatory requirements.

5.6 Disposal of Unclaimed or Abandoned Shipments

Shipments that remain unclaimed or are deemed abandoned following the storage period may be disposed of in accordance with applicable laws and regulations. ODELIVER reserves the right to take any necessary action regarding such shipments, including destruction, sale, or donation, without liability to the shipper or consignee.

6. Delivery of Shipments

6.1 Service Level Agreements and Delivery Timelines

ODELIVER commits to delivering shipments within the timeframes stipulated under specific service level agreements established with the Shipper. It is understood and agreed by the parties that ODELIVER shall not be obligated to fulfill delivery by any specific time or date set by the Shipper, Consignee, or any third party, unless such timelines have been expressly agreed upon in writing within the service level agreement. ODELIVER shall be absolved of any liability for loss or damage resulting from non-compliance with any unagreed delivery timelines.

6.2 Notification and Communication

ODELIVER shall provide timely notifications to both the Shipper and the Consignee regarding any changes or delays in the delivery schedule. This includes adjustments due to unforeseen circumstances such as adverse weather conditions, logistical constraints, or other factors beyond ODELIVER's control.

6.3 Delivery Attempts and Unforeseen Circumstances

In cases where delivery cannot commence or be completed due to unforeseen circumstances beyond ODELIVER's control, ODELIVER will not be held liable for breach of contract or failure to perform carriage services.

6.4 Liability for Undelivered Shipments

ODELIVER disclaims all liability for financial losses, claims, or damages in instances where the receiver/shipper fails to make due payments to ODELIVER, or if the receiver refuses to accept the shipment, leading to the failure of the delivery.

6.5 Undelivered, rejected and Cancelled Shipments

6.5.1 Undelivered Shipments: ODELIVER is committed to making three attempts to deliver each shipment to the recipient. If a shipment cannot be delivered after three attempts, it will be classified as undelivered. After each delivery attempt, the reason for the inability to deliver will be recorded by the driver in the ODELIVER Platform, making this information readily available to the merchant. This protocol ensures transparency and timely communication regarding the status of each delivery attempt.

Cancelled Shipments: Shipments that are cancelled, for any reason, will also be recorded in the ODELIVER Platform. This allows merchants to track and understand the reasons behind the cancellation of any shipment, facilitating better communication and resolution of any issues leading to cancellation.

6.5.2 In instances where a delivery attempt is made under a payment on delivery arrangement, the recipient (hereinafter referred to as "the customer") is permitted to inspect the package at the point of delivery. If the customer rejects the package due to discrepancies such as, but not limited to, incorrect items, incorrect quantities, or incorrect size, the following protocol will be observed:

• Rejection at Point of Delivery: The customer has the right to reject the package upon inspection during the delivery attempt, provided that the rejection is based on legitimate grounds such as discrepancies in the ordered versus delivered items, including wrong item, quantity, or size.
• Rejected Package Fee: Should a package be rejected at the point of delivery for any of the reasons stipulated above, ODELIVER will charge a Rejected Package Fee equivalent to the cost of the delivery. This fee is levied to cover the logistical and administrative costs incurred in the attempted delivery and return process.
• Notification of Rejection: Upon a package being rejected, ODELIVER shall notify the merchant (hereinafter referred to as "the Client") of the rejection and the reason provided by the customer for such rejection.
• Return of Rejected Package: Rejected packages will be returned to the Client. The Rejected Package Fee must be paid by the Client to cover the cost of this return process.
• Dispute Resolution: In the event of a dispute regarding the rejection of a package, the Client and ODELIVER agree to engage in good faith negotiations to resolve the matter. If necessary, the dispute resolution process outlined in Section 1.3 of this Agreement will be followed.

6.5.3 Limitation of Liability for Rejected Packages

Once a package has been delivered to the customer for inspection and subsequently rejected, ODELIVER will not be liable for any items that are missing, damaged, or otherwise compromised after the package has been in the possession of the customer. This policy applies from the moment the package is handed over to the customer for inspection, through to the point of rejection and return of the package to the driver:

• Customer Inspection: The customer's decision to inspect the package constitutes their acceptance of responsibility for the condition of the package and its contents during the inspection period.
• Point of Rejection: If the customer rejects the package, responsibility for any subsequent damage or missing items during the time the package was in the customer's possession lies solely with the customer.
• Return of Rejected Packages: Upon rejection, the package will be returned to the Client in the condition it was at the time of rejection. ODELIVER disclaims liability for any claims related to the condition of the package or its contents once it has been handled by the customer.
• Notification: ODELIVER will notify the Client of the rejection and will arrange for the return of the package, with the Rejected Package Fee applied as outlined in Section 6.6.
• Dispute Resolution: Any disputes regarding the condition of rejected packages must be resolved directly between the Client and the customer. ODELIVER's role is limited to facilitating the return of the package and does not extend to mediating disputes regarding package content integrity post- inspection.

6.5.4 Return of Undelivered, Rejected and Cancelled Shipments: Once a shipment is classified as undelivered, rejected or cancelled after the stipulated attempts or due to cancellation or rejection, it will be set for return to the merchant. The merchant has the option to pay for the delivery of the returned shipment back to their designated location or opt to collect the shipment from the ODELIVER warehouse at no additional charge within one to five business days following the classification as undelivered, rejected or cancelled. Please note this is a setting preference that must be selected from the portal prior to the status change of the package. Any setting changes after the shipment is undelivered, rejected or cancelled will be set for return under the original settings preference selected.

6.6 Amendments to Delivery Addresses or Instructions

Any discrepancies with deliveries tendered for processing, changes to delivery addresses, or requests for alterations to the contents of any shipment may result in delays in the delivery times. ODELIVER will communicate any such delays and the reasons for them to the relevant parties as soon as possible.

6.7 Force Majeure

ODELIVER shall not be liable for any delay in performance or failure to perform its obligations under this agreement due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, acts of war, terrorism, strikes, governmental action, or pandemics. In such cases, ODELIVER will make all reasonable efforts to resume performance as soon as possible.

6.8 Returns and Exchanges Policy

6.8.1 Overview The essence of our Returns and Exchanges Policy is to facilitate a process that is seamless, transparent, and efficient in managing the return and exchange of items, thereby upholding our commitment to excellence in operation and satisfaction of our customers.

6.8.2 Eligibility Criteria for Returns and Exchanges

Shipments are classified as returns and exchanges under the conditions outlined below:

• In instances where, on receiving a delivery, the customer gives the driver a package to be returned to the merchant.
• Should there be a cancellation initiated by either the customer or the merchant prior to the delivery of the item.
• In instances where the customer upon delivery rejects the full shipment. Note, a “Rejection Fee” equivalent to the delivery fee for that specific shipment will be imposed.
• Where partial acceptance of the shipment occurs by the customer. It is crucial to acknowledge that ODELIVER disclaims liability for any packages that have been opened.
• Following three (3) unsuccessful delivery attempts by ODELIVER.
• If the delivery location falls within a zone not serviced by ODELIVER.
• In circumstances where the customer is deemed hostile or poses a threat.

6.8.3 Process for Returns

• All returns, partial returns and exchanges will be consolidated and considered as returns and will all follow the same returns process.
• Merchants can view the status of all return and exchange items from their portal. A return shipment can be classified as “Processing Return”, “Awaiting Return”, “Storage” or “Abandoned”.
• Upon initiation of a return of a package at our warehouse, the status is updated to "Processing Return."
• The package undergoes inspection the following day. If deemed necessary, it is repackaged to align with our return standards. Post-inspection, its status is revised to "Awaiting Return." An “Awaiting Return” shipment is available to be collected at the warehouse for a period of five (5) days, free of charge, or returned to the merchant via delivery at the merchant’s request.
• Once the five (5) days have passed, the shipment’s status will be changed to the “Storage” status, which is explained in section 6.8.5.

6.8.4 Requesting Returns – Delivery

• Merchants can request delivery of their return shipments to them via the portal.
• Please note the shipping fee of $30 applies for one (1) shipment which can comprise of up to ten (10) shipment IDs. Payment must be made in order to generate the request return shipment.
• Any fees accrued for storage items in the request return shipment will be included in the total cost to be paid upfront.

6.8.5 Uncollected Returns: Storage and Abandonment

Should our delivery attempts to return packages to the merchant fail or they do not collect at our warehouse within five (5) days, the following protocol is enacted:

• Storage – Shipment has not been collected/delivered within the five (5) day window and has been moved into storage. A fee of $5 per day per shipment is applied to all storage items. All storage fees must be paid prior to collection/delivery of storage items. Items will be held in storage for up to fifteen (15) days.
• Abandoned – Shipment has not been collected/delivered in either the five (5) day “Awaiting Return” window or the fifteen (15) day “Storage” window and is considered abandoned. A package will also be considered abandoned after three (3) failed delivery attempts, at no fault of ODELIVER, to the merchant for a request return shipment. There will be no reimbursement for payment of storage and/or delivery fees in such instances and such packages may be discarded or sold at ODELIVER's discretion.

6.8.6 Handling of Unclaimed Items

• Items unclaimed from storage after fifteen (15) days are designated as abandoned and may consequently be discarded or sold by ODELIVER.
• ODELIVER absolves itself from any liability for loss or damage to items post their classification as abandoned.

6.8.7 Liability and Limitations

ODELIVER disclaims any liability for discrepancies or damages to items being returned or exchanged, including but not limited to missing items from the original package. The onus of the condition and contents of items squarely lies between the merchant and their customer.

6.8.8 Responsibility Upon Receipt of Returns and Exchanges

ODELIVER explicitly states that responsibility for any claims related to the accuracy of returned or exchanged items transfers to the merchant at the moment of receipt. It is imperative that the merchant, or an authorized representative, conducts a thorough inspection of the package's contents in the presence of the ODELIVER driver or A member of staff when collecting in warehouse. This inspection must occur before the merchants sign, leave our warehouse facility or when the driver departs. By signing the receipt, leaving our warehouse facility or on the driver departing the location, the merchant acknowledges that they have inspected the items and accept responsibility for them, thereby confirming that the package meets their expectations in terms of contents and accuracy. This procedure is crucial for ensuring a transparent and unequivocal transfer of accountability.

7. Service Timelines and Fees

7.1 Maximum Waiting Time

ODELIVER allocates a grace period of seven (7) minutes of free waiting time for each driver per collection and delivery operation within Trinidad and Tobago. Should the necessity arise for an extension of this period, ODELIVER shall impose a waiting fee structured as follows: TT $1.50 for each minute up to the first thirty (30) minutes, escalating to TT $10.00 per minute thereafter, commencing from the thirty-first (31st) minute. This fee structure is activated from the moment of the driver's arrival at the specified collection or delivery site and concludes at the initiation of the transaction, excluding delays attributable to ODELIVER's personnel or equipment malfunction.

8. Postponements and Rescheduling

8.1 General Postponement Fees

Shipments postponed beyond three (3) instances by any party may incur a rescheduling fee for each subsequent postponement, reinforcing the need for adherence to agreed collection and delivery schedules.

9. Communication Failures and Consequences

9.1 Automatic Rescheduling for Uncontactable Parties

Should ODELIVER fail to establish contact with a Shipper or Consignee despite diligent efforts, the shipment will be automatically rescheduled to the subsequent eligible collection or delivery date for the specified location. Failure to execute collection or delivery after three (3) attempts results in automatic cancellation of the shipment, with specific protocols for returns to sender or removal from the order system, as applicable.

9.2 Charges for Excessive Delivery Attempts

Requests exceeding three (3) delivery attempts may attract additional rescheduling fees from the fourth attempt onwards, conditional upon agreement from the shipment's owner to cover these charges.

10. Cancellation Fees

10.1 Return to Sender Fees

Shipment cancellations or excessive postponements post-collection, initiated by either the Shipper or Consignee, may result in a "Return" fee, compensating for logistical and administrative costs incurred.

10.2 Full Delivery Fee for Cancellations

Cancellations effected at the delivery point for reasons beyond ODELIVER's control will necessitate the charging of the full delivery fee labelled “rejection fee”, ensuring the recoupment of service expenditure.

11. Notifications and Operational Updates

11.1 Communication Channels

ODELIVER commits to providing updates on shipment status and relevant notifications through online platforms, email and WhatsApp communications. However, ODELIVER cannot guarantee the delivery of messages or timeliness of updates affected by technical, data or software issues beyond its control.

11.2 Notification of Undelivered Shipments

In instances where shipments remain undelivered, ODELIVER shall issue a formal notification through the platform via email or WhatsApp stating that the shipment cannot be delivered and is now set for return.

12. Cash-On-Delivery (COD), Payment on Delivery, and Remittance Policy

12.1. Scope and Applicability: ODeliver provides Cash-On-Delivery (COD) services, encompassing cash payments, LINX, credit card transactions, and digital payment links facilitated upon delivery ("Payment on Delivery Services"). These services are contingent upon the strict adherence of the Client (hereinafter "Merchant") to the provision of accurate financial and business identification information as stipulated herein.

12.2. Payment Limitations:

• Cash Transactions: Limited to a maximum of $1,000 TT per transaction.
• LINX and Credit Card Transactions: Capped at $2,500 TT per transaction.
• Digital Payment Links: $5,000 TT limit, subject to real-time processing by ODeliver's delivery personnel.

12.3. Remittance Schedule and Fees:

• Standard Remittance: ODeliver shall process and remit due payments to Merchants on a weekly basis, devoid of any processing fee.
• Expedited Remittance: Merchants may request accelerated remittance cycles, which shall incur a service fee.
• Banking Charges: All remittances are executed exclusively via bank transfers. Merchants are hereby notified that banking institutions may impose additional transaction fees, for which ODeliver disclaims any financial responsibility.

12.4. Liability for Delays: ODeliver expressly disclaims any liability for delays in the remittance process attributable to banking delays, procedural lapses, or other external factors beyond the reasonable control of ODeliver.

12.5. Dispute Resolution and Transaction Queries:

• Reporting Timeline: Any discrepancies or queries relating to POS transactions must be reported to ODeliver within seven (7) calendar days from the issuance of the relevant invoice.
• Query Resolution Process: Upon receipt of a query, ODeliver will initiate a formal inquiry with the associated banking institution. The resolution process, including transaction verification and potential reversal, may extend from one (1) to three (3) weeks.
• Limitation of Liability for Fraud: ODeliver shall not bear liability for any fraudulent acts perpetrated by end customers or Merchants, including but not limited to the use of counterfeit currency, unauthorized LINX or credit card transactions, or any other deceitful conduct.

12.6. Prohibition of Off-Platform Transactions: Merchants are admonished that any transactions executed independently with ODeliver personnel outside the confines of the ODeliver platform are strictly prohibited and undertaken at the Merchant's sole risk. ODeliver shall bear no liability for the outcomes of such transactions.

12.7. Merchant Obligations:

• Accuracy of Information: The Merchant bears the sole responsibility for ensuring the precision of bank account and business details entered into the ODeliver platform. ODeliver shall not be liable for any misallocation of funds consequent to erroneous information provision by the Merchant.
• Notification of Discrepancies: The Merchant is obligated to notify ODeliver in writing of any discrepancies within the stipulated seven (7) day period, failure of which shall absolve ODeliver of any responsibility to address such discrepancies.

13. Invoicing and Payment to ODELIVER

13.1 Invoice Issuance and Data Retention: ODELIVER shall provide invoices to Merchants via the online dashboard. Delivery rates are determined by geographical areas and may be adjusted based on the package's size and weight. Merchants are allocated a credit limit, with payments due on specified dates to avoid account suspension. To ensure access to historical transaction data, invoices and transaction records will be maintained on the online dashboard for fourteen (14) days after issuance, after which they will be archived. Merchants are encouraged to review or query any necessary transaction information within this period.

13.2 Late Payment Penalties: Late payments will incur a ten percent (10%) late fee of the outstanding balance, emphasizing the importance of adhering to the payment schedule.

13.3 Payment through Digital Wallet:

• Merchants must use the digital wallet feature for all payments related to shipments and supplemental services on the platform. The wallet can be funded via bank transfer or credit card directly through the portal.
• Automatic Deductions: All charges for shipments or any other outstanding fees will be automatically deducted from the digital wallet, provided sufficient funds are available.
• COD Transactions: For shipments designated as COD (Cash on Delivery), the collection amount will be updated in the digital wallet. The owed amount will be deducted accordingly, and the remaining balance will be remitted to the merchant via bank transfer.

13.4 Debt Recovery: Should there be any non-payment issues, ODELIVER reserves the right to debit the Merchant's digital wallet in order to settle the debt. If outstanding debts are not cleared within fourteen (14) days and there are insufficient funds in the wallet, debt recovery actions will commence, with all associated costs charged to the Merchant.

13.5 Credit Policy and Digital Wallet Management: ODELIVER retains the right to manage credit and digital wallet access based on the Merchant's compliance with financial obligations. Non-compliance may result in credit or digital wallet access being revoked.

13.6 Transaction Queries and Dispute Resolution Process:

• Queries: Merchants have a fourteen (14) day window from the date of transaction to query any discrepancies. After this period, ODELIVER may decline requests for adjustments due to data archiving policies.
• Dispute Resolution: Disputes must be reported to Agora Technologies Ltd within fourteen (14) days of occurrence. A formal investigation will be conducted, with the goal of resolving disputes within a predetermined timeframe. The detailed process will be available on the Merchant dashboard.

13.7 Reporting Period for Disputes: To ensure timely dispute resolution, reports must be submitted within fourteen (14) days from the transaction date. Delayed reports may impact the ability to resolve disputes effectively.

14. Package and Bundles

14.1 ODELIVER will offer two accounts for you to choose from on signing up. The corporate account or the standard account. Each account features and benefits will be clearly displayed on the website. By accepting an account, you have agreed that you read the features and benefits before confirming. If you would like to change your account, please send an email requesting the switch over to [email protected].

14.2 Bundles are prepaid deliveries you can purchase that allows you to get one flat rate delivery throughout Trinidad and throughout Tobago. The more deliveries you purchase the lower the flat rate.

14.3 Bundles can be purchased via;

• Our payment gateway on our website
• Delivery by our drivers either by cash or linx
• Bank transfer directly to our bank account

14.4 Bundles and rollover bundles carry a 30-day expiry date from the day it was purchased. Once the bundle has been purchased, you have up until your first completed shipment to claim for a refund. After your first shipment within the bundle is completed, you will not be eligible to claim for a refund.

14.5 Bundles can be cancelled but it will incur a 50% penalty fee of the remaining shipments. Cancellations cannot be claimed after 21 days of using the bundle. Any claims for cancellation after 21 days will be not be allowed.

14.6 Bundles cannot be paused or put on hold during the 30-day active cycle. If you would like to stop using the bundles, you may only request a cancelation within 21 days that will incur a fee referenced in 14F.

14.7 Bundles are flat rate for deliveries, however all other additional charges from the use of our platform still exist. These charges are, but not limited to;

• Print label fee
• Inter-island deliveries
• Credit card processing fees
• Return to sender fee
• Waiting fees
• Additional weight fees
• Additional size fees
• Rejected package fees

14.8 Bundles will not be allowed to roll over the 30 days. If you have unused deliveries at the end of the 30 days, it will be considered lost and terminated deliveries. There will be no refund or extensions granted as a result of unused deliveries.

14.9 Bundles will incur the same charges for rejected, postponed and cancelled packages referenced in section 8,9,10 above.

14.10 All payments for bundles will generate a separate invoice/ receipt that can be found under “activated bundles”. These receipts can be printed or downloaded for your records.

16. Delivery Timeframes

16.1 Delivery Commitment

ODELIVER agrees to endeavor to deliver all packages within the following specified timeframes, subject to the terms and conditions of this Agreement:

• Urban areas: 1 to 2 Business Days
• Rural areas: 1 to 3 Business Days
• Tobago: 3 to 5 Business Days

16.2 Same-Day Delivery

Same-day delivery services are available upon request, subject to additional terms and fees. Such services must be agreed upon before the collection of the package, with the applicable same-day shipping fee applicable irrespective of the customer’s acceptance of the package.

17.1 Identification of Restricted Zones

Certain areas identified as “Hot Spot” zones due to safety concerns or logistical constraints will not be serviced directly by ODELIVER.

17.2 Alternative Delivery Arrangements

For shipments destined for restricted zones, ODELIVER will coordinate with the customer to identify and agree upon the nearest safe zone for package collection. The list of restricted areas includes, but is not limited to:

• Laventille
• Morvant
• Bagatelle
• South Belmont
• Beetham
• Sea Lots
• Cocorite
• Enterprise

18. Coverage for Shipments - OPROTECT

Pricing:

18.1 Acceptance of Liability: Agora Technologies Ltd, trading as oDeliver ("Company"), assumes responsibility for the loss, theft, or damage of packages ("Parcels") only if such loss, theft, or damage results from direct negligence or willful misconduct by the Company. Responsibility starts when the Company takes possession of the Parcel and ends upon delivery to the recipient or designated location.

18.2 Standard Liability Limit: Without opting for additional protection, the Company’s liability for any loss, theft, or damage is limited to the lesser of the actual value of the Parcel's contents or $100.00 TTD per Parcel.

18.3 Optional Protection Coverage: The sender can opt for additional protection by declaring the Parcel's actual value and paying the applicable Protection Fee before shipment. The Company’s liability will then extend to the declared value, up to a maximum of $1,500.00 TTD per Parcel.

18.4 Mandatory Independent Insurance for High-Value Parcels: For Parcels valued over $1,500.00 TTD, the sender must procure independent insurance for the full value. The Company disclaims liability for any value exceeding $1,500.00 TTD..

18.5 Opt-In Conditions: If additional protection is not opted for, the sender agrees to limit the Company’s liability for loss, theft, or damage to $100.00 TTD per Parcel. The sender assumes the risk for any amount above this limit.

18.6 Proper Packaging Requirement and Liability Limitation: The sender must ensure all Parcels are packaged according to oDeliver's Proper Packaging Guidelines. The Company is not liable for any damage due to the sender's failure to adhere to these standards.

18.7 Disclaimer for Improper Packaging: The Company disclaims all liability for loss, theft, or damage to Parcels not packaged according to the Proper Packaging Guidelines. Claims for damages due to improper packaging will not be honored.

18.8 Proper Packaging Guidelines:

To ensure the security and integrity of all shipments, oProtect stipulates strict packaging and acceptance guidelines:

• Polymailer Bags: Parcels must be securely sealed within a polymailer bag. The use of an unsealed bag waives oProtect's liability for loss or theft.
• Choice of Box: Utilize a new, rigid, corrugated double-wall cardboard box of adequate size. Reused boxes must be free from damage and previous shipping labels.
• Wrapping: Individually wrap items with bubble wrap or foam. Use ample cushioning material to secure items in place, ensuring they do not move when subjected to the shake test.
• Cushioning: Maintain a minimum distance of 5-6cm between the content and box walls, using appropriate cushioning materials based on the weight and fragility of the contents.
• Sealing: Seal the box with high-quality packaging tape, applying it in a 'double T' pattern, and ensure that it is at least 48 mm wide. For heavy items over 20kg, heavy-duty or reinforced tape is required.
• Consequential Damages: The Company will not be liable for indirect or consequential damages that result from the sender’s failure to comply with the Proper Packaging Guidelines, including but not limited to the content of the Parcel shifting, breaking, leaking, or causing damage to other Parcels.
• Acceptance of Parcels: The acceptance of a Parcel by the Company does not constitute an acknowledgment that the packaging is appropriate or sufficient, nor does it waive the Company's right to claim a breach of the Proper Packaging Requirement by the sender.

Once a parcel is accepted by the recipient, oDeliver will not be held liable for any items reported missing thereafter.

It is the responsibility of the recipient to inspect the package upon delivery. If the package appears tampered with, the recipient must alert the delivery driver immediately and refuse acceptance.

Acceptance of the package is deemed an acknowledgment that it was received in good condition and in compliance with our packaging requirements.

18.9 Inspection and Rejection: The Company reserves the right to inspect and, if necessary, reject any Parcel that does not meet the Proper Packaging Guidelines before acceptance for delivery. Should a Parcel be accepted and later found to be improperly packaged, the Company's liability shall remain as limited by this clause. In the event that a sender's package is rejected for non-adherence to the Proper Packaging Guidelines, the sender must either collect the package from the designated Company warehouse within 48 hours of notification or agree to have it shipped back at their own expense. The Company will not be liable for any damages incurred to the package while in its care. Should the sender refuse to accept the returned package upon delivery, the Company reserves the right to discard the package after a period of 7 days from the attempted return delivery.

18.10 Notification: Senders are encouraged to review the Proper Packaging Guidelines in clause iii prior to shipment.

Failure to comply with these guidelines absolves oDeliver of any liability for lost, stolen, or missing items. This clause is pivotal to our shared commitment to safeguarding your shipments.

Limitation of Liability for Theft upon Delivery for Payment on Delivery Shipments:

18.11 Definition of Theft upon Delivery: For the purpose of this clause, "Theft upon Delivery" refers to incidents where the sender's customer (recipient of the Parcel) illicitly appropriates the Parcel without providing payment when the Parcel is delivered under a payment on delivery (COD) arrangement.

18.12 Disclaimer of Liability: oDeliver expressly disclaims any liability for loss or theft of Parcels under the Theft upon Delivery scenario. This disclaimer applies specifically to Parcels delivered under a COD arrangement where the recipient of the Parcel commits theft by absconding with the Parcel without making the requisite payment.

18.13 Sender's Responsibility: It is the sender’s responsibility to assess the risk of Theft upon Delivery when opting for COD arrangements. The sender agrees that the risk of non-payment and theft under such circumstances lies solely with the sender and not with the Company.

18.14 Acknowledgment of Risk: By choosing the COD option, the sender acknowledges and accepts the risks associated with this delivery method, including but not limited to the risk of Theft upon Delivery.

18.15 Reporting Procedure: In the event of suspected Theft upon Delivery, the company will make an initial report to the law enforcement authorities and then advise the sender to report the incident to the relevant authorities as well. The Company will cooperate with any official investigation but shall bear no responsibility for resolution or reimbursement associated with the incident.

18.16 Recommendations for Mitigation: The Company may, at its discretion, provide advice or recommendations to mitigate the risk of Theft upon Delivery. However, the adoption of such measures does not transfer liability for Theft upon Delivery to the Company.

18.17 Non-Waiver: The provisions of this clause represent a fundamental element of the agreement between the sender and the Company for COD shipments. These provisions cannot be waived or modified except by a written agreement signed by an authorized officer of the Company.

18.18 Severability: If any part of this clause is found to be unenforceable or invalid, the remaining parts of this clause will remain in effect.

18.19 Exclusion of Ineligible Items from Shipment: The following items are deemed ineligible for shipment by oDeliver due to their fragile nature, high value, or specific shipping requirements that the Company cannot accommodate:

• Mirror, Ceramic, Marble, Pottery, Resin, or similar fragile items.
• Any perishable goods or food items.
• Jewelry and objects constructed of precious metal and/or stones.
• Illegal drugs, cash or firearms.

18.20 Liability Disclaimer for Ineligible Items: The Company shall not accept any parcels containing the aforementioned ineligible items. If such items are shipped without the Company’s knowledge and consent, the Company disclaims all liability for any loss, damage, or delay occurring during transit. This includes, but is not limited to, breakage, leakage, spoilage, or functional damage of the items.

18.22 Sender’s Responsibility: It is the responsibility of the sender to ensure that Parcels do not contain any of the aforementioned ineligible items. The sender agrees to indemnify and hold harmless the Company from any claims, damages, or expenses arising from the inclusion of ineligible items in their shipment.

18.23 Notification and Compliance: Senders are required to declare the contents of their shipment accurately. Failure to comply with these requirements may result in refusal of shipment, return of the Parcel, or additional charges.

18.24 Amendment and Modification: This list of ineligible items is subject to change at the discretion of the Company. The Company will endeavor to notify senders of any such changes, but it is the sender’s responsibility to review and understand the current list of ineligible items prior to shipping.

18.25 Exclusions: The Company shall not be liable for any loss, theft, or damage due to:

• Acts of God, natural disasters, terrorism, civil unrest, or interventions by government authorities.
• The inherent nature, latent defect, or quality of the Parcel’s contents.
• Improper packaging or labeling by the sender. (See proper packaging guidelines in section iii under the Proper Packaging Requirement and Liability Limitation clause above)
• Acts or omissions attributable to the sender, recipient, or third parties.

18.26 Claims Procedure: In the event of a claim arising due to loss, damage, or theft of an item, the sender is required to furnish the following documentation:

• A copy of the original manufacturing or purchase invoice, indicating the item's value as previously declared on our platform.
• A photograph of the damaged item.
• A photograph of the packaging material, clearly displaying an oDeliver label.

These documents must be submitted within a period of (7) seven days following the sender's receipt of notification regarding the loss, damage, or theft. Failure to comply with this documentation requirement within the specified timeframe will render the sender ineligible for reimbursement under the terms of our claims procedure. Furthermore, it is incumbent upon the sender to ensure that the provided invoice for the lost, damaged, or stolen item is both authentic and accurate. oDeliver retains the right to conduct investigations into the veracity and precision of the submitted invoice. This investigative process may encompass various measures, including but not limited to, verification of the item's value and description with the corresponding merchant or manufacturer. In circumstances where the Company ascertains that the invoice is either exaggerated or does not accurately reflect the true value of the goods, the claim may be subject to modification or denial as deemed appropriate.

18.27 Subrogation: Should the Company compensate the sender for any loss, theft, or damage, the sender shall transfer to the Company any rights to seek reimbursement from any responsible third party.

18.28 Exclusion of Consequential Damages: The Company shall not be responsible for any form of consequential losses, including but not limited to lost profits or earnings, whether or not the Company was aware of the potential for such losses.

18.29 Non-Waiver: This limitation of liability may not be waived or altered except through a written amendment signed by an authorized officer of the Company. No other representative or employee of the Company is empowered to modify this clause.

18.30 Cash Loss Due to Theft: In cases where a driver is robbed of cash used to purchase an item after delivery, this scenario will be treated in the same way as a Parcel. The Company's liability for loss of cash will follow the same terms and conditions as for the loss, theft, or damage of Parcels, including the standard liability limit and optional protection coverage.

19. Payment and Payment Links

19.1 Payment Link Method: This refers to the ability for customers to now opt-in to pay through a payment link, which will be sent directly to either their registered WhatsApp number or email address.

19.2 Payment Link Procedure: Upon opting in for this payment method, customers will receive a unique, secure link to complete their transaction. This link can be used to process payments using debit or credit cards. The payment link will remain valid for 24 hours from the time of issuance. If a payment is not completed within this timeframe, a new link will need to be requested.

19.3 Payment Instruments: Payments made via the payment link can be processed using debit or credit cards. Customers must ensure that their card details are entered accurately to avoid any transaction errors.

19.4 Service Fee: For every transaction made using the payment link method, a service fee will be applied. This fee consists of 3.5% of the total transaction amount plus an additional charge of $1.00. This service fee is non- refundable.

19.5 Transaction Confirmation: Once a transaction has been successfully completed using the payment link method, customers will receive a confirmation message via the same channel through which the payment link was sent (WhatsApp or email).

19.6 Security: All payment details and personal data provided during the transaction will be encrypted and protected according to our data protection and privacy policies. We do not store your debit or credit card details on our servers.

19.7 Protection and Liability:

• User Responsibility: Customers are responsible for ensuring that their registered WhatsApp number and email address are correct and secure. We will not be held liable for payment links sent to incorrect or compromised communication channels due to incorrect information provided by the user.
• Unauthorized Transactions: In case of any unauthorized transactions, customers must notify us within 24 hours of the transaction being made. We will investigate the matter and take appropriate actions. However, our liability will be limited to the amount of the unauthorized transaction.
• Limitation of Liability: By choosing the payment link method, the customer agrees to hold Agora Technologies Ltd harmless from any and all claims, losses, damages, and liabilities arising out of or related to the use of this payment method. This includes, but is not limited to, unauthorized access or use of your payment link, technical errors, or discrepancies in transaction amounts.
• Disputes: Any disputes arising from transactions made via the payment link method should be reported to Agora Technologies Ltd within 14 days of the transaction date. After this period, Agora Technologies ltd reserves the right to decline any reversals or refunds related to the disputed transaction.

19.8 Changes & Updates: We reserve the right to modify, add, or remove this payment method and its associated terms at any time. Any changes to these terms will be communicated to our customers in advance and will also be updated in this section of our Terms and Conditions.

20. Final Acknowledgment and Agreement

This Agreement, consisting of the terms, conditions, policies, and procedures as detailed herein, represents the complete and exclusive understanding between ODELIVER ("the Service Provider") and the Shipper/Consignee ("the Client"). It supersedes all prior discussions, agreements, or understandings, whether written or oral.

By utilizing ODELIVER's services, the Client acknowledges having read, understood, and agreed to be bound by the terms of this Agreement, including any and all amendments, modifications, and updates that may be made by ODELIVER from time to time. The Client affirms that all information provided to ODELIVER in the course of this Agreement is accurate, complete, and current to the best of their knowledge.

The parties affirm their commitment to conduct business in accordance with the terms of this Agreement and agree that any disputes arising under this Agreement will be resolved through amicable negotiation, or failing that, in accordance with the laws of Trinidad and Tobago, which shall have exclusive jurisdiction over any legal action or proceeding arising out of or in connection with this Agreement.

This Agreement may only be amended or modified by a written document duly executed by authorized representatives of both parties. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

This Agreement is binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.