CARRYBEE EXPRESS LTD, COURIER

 MERCHANT Terms & Conditions

These Terms and Conditions apply to Merchants/Sellers/Service Requesters (as defined below) who have registered with CarryBee Express Ltd, Courier as such and upon acceptance of these Terms have started to use CarryBee Express Ltd Courier and Logistics Service (‘CarryBee Express Ltd’ or the ‘Service’ as defined below).

By using the Service, you (“Service Requester”) agree that you have read, understood, accepted, and agreed unconditionally with the terms of use as stated herein (the “CarryBee Express Ltd Terms and Conditions”, or the “Terms and Conditions”, or the “Agreement”).

The Terms and Conditions stated herein constitute a legal agreement between you and CarryBee Express Ltd (“CarryBee Express Ltd” or the “Company”).

CarryBee Express Ltd Courier is an information technology-enabled service company that provides courier and logistics support to the Merchant/Seller/Service Requester within the territory of Bangladesh with a robust infrastructure and superfast transportation system spread all over the country. It strives to ensure a flexible, cost-effective, and time-saving Delivery service to the last-mile consumers and thereby contribute to building a sustainable business ecosystem in Bangladesh.

By using the CarryBee Express Ltd, Courier website (the “Application” collectively, the “CarryBee Express Ltd Platform” or the `Platform’) for the purpose of offering or using CarryBee Express Ltd Courier (the “Service”), you hereby expressly acknowledge and agree to be bound by the Terms and Conditions (the “Terms and Conditions”), and any future amendments and additions to the Terms and Conditions as published from time to time at (website link)

Once agreed, your continued use of the Service, shall constitute your consent to and acceptance of the Terms and Conditions prospectively. You further agree to the representations made by yourself below.

CarryBee Express Ltd, Courier reserves the right to amend or update these Terms and Conditions at any time as it thinks fit.

Once agreed, you are bound by these Terms and Conditions while availing of the Service. If You decide not to agree to these Terms and Conditions and wish to discontinue using the service, you must notify the Company at once. Terms of separation are detailed hereinunder in Clause 5 of this Agreement.

CarryBee Express Ltd and the Service Requester/Merchant/Seller are hereinafter referred to individually as a “Party” and jointly as the “Parties”.

1. DEFINITION

For the purpose of these Terms and Conditions, wherever the context so admits and requires, the following words shall have the following meanings:

1.1. “Courier and Logistics Services” or the “Service(s)” shall mean collecting the Deliverables from a specified location and securely carrying, transporting, and delivering the same to another specified location within the territory of Bangladesh as per the Service Request placed by the Service Requester, in exchange of Service Fee. It also includes the collection of payment from the Recipient/Customer on behalf of the Seller/ Service Requester against an underlying invoice issued by the Seller and transferring the collected amount to the bank/MFS account of the Seller after deduction of the Service Fee payable to CarryBee Express Ltd, Courier. The Service also includes the Return of the Deliverables to the Service Requester where the Delivery has failed due to the Customer not accepting delivery or could not be reached after the required attempts have been made.

1.2. “Customer/End Customer/Recipient” shall mean the ultimate recipient of any Deliverables to be delivered by CarryBee Express Ltd, Courier under a Service Request from the registered Service Requester and from whom the price of Deliverables shall be collected by the Delivery Agent where applicable.

1.3. “Delivery” shall mean the act of carrying or transporting Deliverables to the Drop-off Location specified by the Service Requester in a Service Request.

1.4. “Deliverables” shall mean any document/product/parcel/goods specified in any Service Request to be delivered from one location to another by means of carrying and transportation and are permitted to be carried and transported under the law of Bangladesh

1.5. “Delivery Agent/Agent” shall mean the personnel designated by CarryBee Express Ltd, Courier for conducting the Service under this Agreement including Pick-up, Delivery, etc.

1.6. “Drop-off Time” shall mean the timeline of delivering the Deliverables by CarryBee Express Ltd, Courier to the Drop-off Location.

1.7. “Drop-off Location” shall mean the drop-off location specified in Service Request by the Service Requester whereto the Deliverables are to be delivered by CarryBee Express Ltd, Courier.

1.8. “Failed/Canceled Delivery” shall mean a Delivery attempt is made by the Delivery Agent and the Customer is unwilling or declines to receive the Deliverables as it is or it is found that the contact information of the Customer given in the Service Request is wrong or the Customer remains unavailable after various attempts by the Delivery Agent or the Order is canceled by the Service Requester or Customer at a stage when the Delivery Agent is already on the way to the Drop-off Location.

1.9. “Verification Code” shall mean a one-time code sent by CarryBee Express Ltd, Courier to the Customer’s mobile phone to confirm the receipt of the product by the Customer at the time of Delivery of the product by the Delivery Agent as specified in Clause 3.19.

1.10. “Package/Packaging” shall mean any container or wrapper used for enclosing or containing any Deliverables for Delivery that is safe, proper, and adequate to withstand normal transportation and environmental hazards.

1.11. “Pick-up” shall mean the collection of Deliverables from the Pick-up Location specified in the Service Request by the Service Requester.

1.12. “Pick-up Location” shall mean the pick-up location specified in the Service Request by the Service Requester wherefrom the Deliverables are to be collected by CarryBee Express Ltd, Courier.

1.13. “Pick-up Time” shall mean the timeframe for collecting the Deliverables by CarryBee Express Ltd, Courier from the Pick-up Location.

1.14. “Return” shall mean the return of the Deliverables to the Service Requester due to Failed/Canceled Delivery as detailed in Clauses 3.29, 3.30 and 3.31 of this Agreement.

1.15. “Service Fee Realization Model 1/SFRM 1” shall mean the collection of Service Fee by CarryBee Express Ltd, Courier where the Delivery Agent collects cash from the Customer upon Delivery of the Deliverables as per the invoice issued by the Service Requester and the cash collected on a specific day is transferred/deposited to the Bank or MFS account of the Service Requester by CarryBee Express Ltd, Courier after deducting the Service Fee of CarryBee Express Ltd, Courier as specified in Clauses 3.23, 3.24, 3.25 and 3.26.

1.16. “Service Fee Realization Model 2/SFRM 2” shall mean the collection of Service Fee where the Service Fee in consideration of the Service rendered by CarryBee Express Ltd, Courier will be paid by the Service Requester at the end of every month as per the monthly invoice issued by CarryBee Express Ltd, Courier as specified in Clauses 3.27 and 3.28. Additional service level agreement will be required for the eligible Service Requester to opt for this model.

1.17. “Service Request/Order” shall mean an order duly placed by the Service Requester requiring Service from CarryBee Express Ltd, Courier under this Agreement which includes the specifications of the Deliverables, contact details of the End Customer, Pick-up Location, and Drop-off Location.

1.18. “Service Requester” shall mean an individual or entity, interchangeably referred to as “Merchant” or “Seller”, who has registered as such on CarryBee Express Ltd, Courier Platform, sells their products online or offline and requires delivery service from CarryBee Express Ltd, Courier to transport their sold products to the buyer/customer.

1.19. “Service Request Panel/Merchant Panel/Panel” shall mean an online platform/interface provided by CarryBee Express Ltd, Courier through which registered Merchants can make Pick-up and Delivery Service Requests for their product/parcel/document/goods efficiently.

1.20. “Successful Delivery” shall mean successful completion of Service under any Service Request where Delivery Attempt is made by the Delivery Agent and the End Customer/Recipient receives the Deliverables and confirms successful Delivery by CarryBee Express Ltd, Courier through Verification Code.

1.21. “Terms and Conditions/Agreement” shall mean this Agreement or Terms and Conditions and include all further amendments and annexures thereto.

2. SCOPE THE SERVICE

The Courier and Logistics Services offered by CarryBee Express Ltd, Courier will include regular Pick-up of the Deliverables from the Service Requester/Merchant, on-time Delivery to the End Customer, Return of the Deliverables to the Merchant in case of Failed or Canceled Delivery, Cash Collection upon Delivery from the End Customer on behalf of the Merchant (COD) and five days a week payment to the Merchant after deducting the Service Fee from the COD collected. The Service will cover both Business-to-Business (B2B) and Business-to-Customer (B2C) services.

3. SERVICE STEPS

Service Steps are hereby stipulated as follows:

1. Service Requester Registration Process
2. Service Request by the Service Requester
3. Pick up of Deliverables from the Service Requester
4. Delivery to Recipient/Customer
5. Cash on Delivery (COD) Collection from the Recipient/ Customer
6. Payment to the Service Requester
7. Return of Deliverables to the Service Requester due to Failed/Cancelled Delivery
8. Compensation for Lost or Damaged Deliverables.
9. Service Requester Registration Process

3.1. To avail of the Delivery and Logistics services of CarryBee Express Ltd, Courier, interested Merchants must register themselves at the following link (https://merchant.carrybee.net/register)

3.2. All information submitted by the Merchant during registration is a self-declaration and is binding. CarryBee Express Ltd, Courier will operate based on the information provided by the Merchant and is not liable for any inaccuracies or misinformation given during registration or any updates. Any changes to account information can be made through CarryBee Express Ltd, Courier’s call center support.

3.3. Merchants must provide accurate bank or MFS account details to receive fund transfers from CarryBee Express Ltd, Courier for cash collected from product deliveries. CarryBee Express Ltd, Courier will not verify the account information provided by the Merchant before issuing payments. As long as fund disbursements are made according to the information given by the Merchant, CarryBee Express Ltd, Courier is not liable for any financial loss due to incorrect account information, non-payment, or delays caused by bounced transactions.

3.4. In the event the Service Requester seeks to modify the designated payment method for any charges incurred, such modification must be executed in strict adherence to the established policies and procedures of CarryBee Express Ltd, Courier. Any request to alter the payment method shall be subject to the company’s prior approval and must be submitted no later than fifteen (15) working days in advance, in compliance with the prescribed guidelines. Such guidelines may include, but are not limited to, the submission of valid documentation and adherence to specified timelines. Failure to comply with these requirements may result in the rejection of the requested payment method change, and the original payment method shall remain binding and enforceable for all applicable fees and charges.

3.4. The Service Requesters explicitly agree to the collection, storage, use, and transfer of their personal information, in electronic or other forms, gathered during the Registration Process or at any later stages of the Service, solely to ensure the smooth completion of the Service they require. CarryBee Express Ltd, Courier adheres to all relevant data privacy laws in Bangladesh and its Privacy Policy, available at (website privacy page link), regarding the handling of personally identifiable information. The company has implemented commercially reasonable physical, technical, organizational, and administrative security measures and policies to protect all personal information it collects or collects on its behalf from unauthorized access, use, or disclosure.

3.5. Service Requesters/Merchants can reach out to the assigned Key Account Manager for any inquiry or call the Business Support at 09613 555 111 or send their queries to (https://carrybee.com/contact-us/).

Service Request by the Service Requester

3.6. A registered Service Requester shall have access to a Service Request Panel provided by CarryBee Express Ltd, Courier through which they can place a Service Request under this Agreement.

3.7. The Service Request/Order for any Deliverables must include the specifications (the type, size, number, weight, price, etc.), Recipient contact details, Pick-up Location, and Drop-off Location.

3.8. Pick-up Location of any Deliverables under this Agreement shall be as specified by the Service Requester in the Service Request.

3.9. The Drop-off Location of any Deliverables under this Agreement will be as specified by the Service Requester in the Service Request.

3.10. The Service Requester must ensure that the packaging of the Deliverable(s) is safe, appropriate, and sufficient to withstand normal transportation and environmental conditions. Additionally, the attached invoice and documentation must comply with the applicable VAT (Value Added Tax) rates of the country. For fragile or liquid items, the Service Requester must use adequate bubble wrap both inside and outside the parcel and attach a visible “fragile/liquid” sticker on the package. CarryBee Express Ltd, Courier will not be liable for any damage to parcels containing such items if they are improperly packaged.

3.11. The Service Requester must ensure that the Deliverables inside the Package accurately match the description provided on the outer packaging and associated documentation. This includes ensuring that all information, such as the value or price of the Deliverables and any factual declarations, is true, fair, and correct. If the information is found to be inaccurate or misleading, the Service Request will be considered invalid. CarryBee Express Ltd, Courier will not take responsibility for any Service Request deemed invalid due to misinformation, disinformation, or false declarations made by the Service Requester. Any risks, expenses, damages, losses, or transportation costs arising from such inaccuracies will not fall under CarryBee Express Ltd, Courier’s liability. Additionally, any actions by the Service Requester that result in misrepresentation or false statements will be considered a significant breach of this Agreement, rendering the Service Request invalid. It is essential for the Service Requester to provide accurate and truthful information to ensure the validity of the Service Request and to avoid any potential repercussions that may arise from non-compliance with these requirements.

3.12. In the event that a Service Requester is aware of any Pick-up or Drop-off Location that may present a safety risk to the Delivery Agent, it shall be the obligation of the Service Requester to duly inform CarryBee Express Ltd, Courier in advance of the scheduled delivery. Any failure to provide such notice, whether resulting from negligence or omission, shall be construed as willful negligence on the part of the Service Requester. As a consequence of such willful negligence, the Service Requester shall bear full responsibility and liability for any physical injury, damage, or financial loss sustained by CarryBee Express Ltd, Courier or the Delivery Agent arising from the identified unsafe location.

3.13. Notwithstanding any provision herein to the contrary, in the event a parcel is removed from the possession of the Delivery Agent through forcible means, fraudulent misrepresentation, or any unlawful act by a Customer associated with a Merchant, without due payment being tendered, CarryBee Express Ltd. (“the Courier”) shall bear no obligation or liability for the recovery of such parcel or for providing compensation, restitution, or indemnification to the Merchant. This exclusion of liability shall apply with heightened force where no Cash on Delivery (COD) amount has been secured or collected from the Customer prior to delivery. In cases where the Merchant and Customer are found to have jointly engaged in fraudulent activities, including but not limited to parcel snatching, abduction, or other unlawful acts, the Courier reserves the unequivocal right to initiate and enforce appropriate legal actions, including filing criminal complaints, pursuing civil remedies, or seeking restitution for damages incurred. The Merchant acknowledges and agrees that the Courier may take all necessary measures to protect its interests, reputation, and operational integrity, and neither party shall hold the Courier liable for consequences arising from such enforcement actions. The Merchant is expressly obligated to: (i) ensure the lawful integrity of all transactions facilitated through the Courier’s services; (ii) maintain a secure environment for delivery operations; and (iii) exercise due diligence in verifying the legitimacy of Customers and transactions. Failure to fulfill these obligations may result in financial losses, operational disruptions, or termination of services. The Merchant shall promptly notify the Courier of any safety concerns, suspected fraud, or irregularities in transactions. In cases of pre-existing disputes between the Merchant and Customer attributable to the Merchant’s negligence, breach of duty, or failure to comply with agreed terms, the Courier shall be entirely exempt from liability. The Merchant agrees to indemnify and hold harmless the Courier from all claims, damages, losses, or expenses arising from such disputes. This clause shall remain binding and enforceable under the governing terms and conditions of service.

3.13. The Service Requester shall guarantee that no deliverables that are illegal, prohibited, restricted, infringe upon third-party rights, or violate any applicable laws of the country shall be included in the Service Request or handed over to the Delivery Agent of CarryBee Express Ltd, Courier. Furthermore, the Service Requester shall ensure that no deliverables are submitted that may, in any manner, be detrimental to public health, safety, or morality, or contravene public policy. Any violation of this obligation shall result in full liability for the Service Requester, including any consequences arising from the delivery of such items.

Pick up of Deliverables from the Service Requester

3.14. Upon receipt of a Service Request from the Service Requester, CarryBee Express Ltd, Courier, through its designated Delivery Agent, shall proceed to collect the Deliverables from the Pick-up Location specified in the Service Request. This collection shall be performed in accordance with the terms and conditions outlined herein, and the Delivery Agent shall assume responsibility for the Deliverables only upon successful retrieval from the designated location. The Service Requester acknowledges and agrees that the collection process is contingent upon the accuracy of the information provided in the Service Request.

3.15. The Service Requester shall ensure that the Deliverables are properly prepared and packaged for Pick-up in a timely manner. In the event of a failure to comply with this obligation, CarryBee Express Ltd, Courier reserves the right to either reject the Service Request/Order or impose a Requisite or Delay Fee, which shall be in addition to the regular Service Fee. The Service Requester acknowledges this potential liability and agrees to adhere to the specified preparation and packaging requirements.

Delivery to Recipient/Customer

3.16. CarryBee Express Ltd, Courier shall deliver the Deliverables collected on a specified day within the timeframe outlined at https://carrybee.com/. The Service Requester acknowledges that timely delivery is contingent upon adherence to the conditions set forth therein and shall not hold CarryBee Express Ltd, Courier liable for delays beyond its control.

3.17. In the event of an unforeseen delay in the delivery of any Deliverables resulting from circumstances beyond the control of CarryBee Express Ltd, Courier, the Company shall promptly notify the Service Requester of such delay. Subsequently, CarryBee Express Ltd, Courier shall act in accordance with the instructions provided by the Service Requester regarding the appropriate next steps to be taken in light of the delay. The Service Requester acknowledges that such delays shall not constitute a breach of this Agreement.

3.18. CarryBee Express Ltd, Courier shall undertake a maximum of three (3) attempts to deliver the Deliverables to the Customer. In the event that the first delivery attempt, executed by the Delivery Agent within the prescribed Delivery Time Service Level Agreement (SLA), is unsuccessful for any reason, CarryBee Express Ltd, Courier shall ensure two additional delivery attempts are made beyond the stipulated Delivery Time SLA. Should the Customer fail to receive the Package after these three attempts, the delivery shall be classified as a Failed Delivery. Consequently, the Package shall be promptly returned to the Service Requester without undue delay. The Service Requester acknowledges and agrees that any responsibility for the delivery ceases upon the designation of a Failed Delivery, thereby releasing CarryBee Express Ltd, Courier from any further obligations with respect to the undelivered Package. The Service Requester shall be responsible for any associated fees or costs incurred due to the return of the Package.

3.19. CarryBee Express Ltd. (“the Courier”) hereby establishes that Verification Codes (hereinafter “Codes”) shall be exclusively issued for Non- COD (“Zero Amount”) Parcels, defined as shipments wherein payment is collected by the merchants before pick-up. These Codes are mandatory and shall be utilized solely for the following processes: (i) the return of Parcels to the Merchant or designated recipient; (ii) the exchange of Parcels due to defect, discrepancy, or Consignee request; (iii) partial delivery of multi-item shipments requiring segmented fulfillment; (iv) price adjustments post-dispatch, including modifications to the COD value; and (v) return-to-merchant processes initiated due to Consignee refusal, failed delivery attempts, or unresolved disputes. The Merchant (hereinafter “Service Requester”) acknowledges that the Code system is a security measure designed to authenticate and authorize the aforementioned actions, and any request to execute such processes must be accompanied by a valid, system-generated Code provided by the Courier. Failure to furnish the requisite Code shall render such requests invalid, and the Courier reserves the right to deny processing. The Service Requester is further obligated to ensure the confidentiality and proper use of Codes, and the Courier shall bear no liability for losses, damages, or fraudulent activities arising from the Service Requester’s failure to adhere to these protocols.

3.20. CarryBee Express Ltd, Courier shall maintain a digital transaction log, which shall serve as definitive Proof of Delivery. This log will be preserved for the duration required by applicable laws and regulations, ensuring verifiable records of delivery transactions.

Cash Collection (COD) from the Recipient/Customer

3.21. During the delivery of the Product, the Delivery Agent shall collect the product price in cash from the End Customer, in accordance with the invoice issued by the Merchant or Seller. Such transactions shall constitute Cash on Delivery (COD) deliveries, and completion of the delivery shall be contingent upon the receipt of payment.

3.22. In instances where the Customer renders payment to the Merchant in advance at the time of placing the order for the Product, thereby completing the financial transaction independently, the Delivery Agent shall solely be responsible for delivering the Product and accompanying invoice to the Customer. Such deliveries shall be classified as Non-Cash on Delivery (Non-COD) deliveries. The Delivery Agent’s obligations in relation to the transaction shall be limited to the physical delivery of the Product and invoice, without the collection of payment at the time of delivery.

Service Fee Realization

3.23. In accordance with SFRM 1, all amounts collected from Customers for Cash on Delivery (COD) transactions shall be subject to the deduction of the Delivery Service Fee charged by CarryBee Express Ltd, Courier. The remaining balance, after such deduction, shall then be transferred to the designated bank or Mobile Financial Services (MFS) account of the Merchant. This deduction process shall occur prior to the remittance of funds to the Merchant’s account.

3.24. The Service Fee payable by the Merchant for Non-Cash on Delivery (Non-COD) deliveries shall be offset against the net cash amount owed to the Merchant for Cash on Delivery (COD) transactions involving the same Merchant. This adjustment shall be made prior to the remittance of funds to the Merchant, ensuring that any outstanding Service Fees for Non-COD deliveries are duly settled against payments received for COD deliveries, thereby streamlining the financial process between CarryBee Express Ltd, Courier and the Merchant.

3.25. CarryBee Express Ltd, Courier shall process fund disbursement instructions to the Merchant Account on a daily basis, specifically on each working day of the week, utilizing appropriate banking or Mobile Financial Services (MFS) channels. Transfers to bank accounts shall be conducted via the Bangladesh Electronic Funds Transfer Network (BEFTN) and shall adhere to the standard processing times established by the Bangladesh Bank. The Merchant acknowledges that such processing times may vary and that CarryBee Express Ltd, Courier shall not be liable for any delays resulting from the banking or MFS system operations or any external factors affecting such transactions.

3.26. Merchants shall receive a Statement of Payment via their registered email account for each payment disbursed to them by CarryBee Express Ltd, Courier. Such statements shall be issued on the same day that disbursement occurs and upon transmission of instructions to the designated bank or Mobile Financial Services (MFS) Providers to effectuate fund transfers. The Statement of Payment shall serve as formal documentation of the transaction.

3.27. As per SFRM 2, cash collected from Customers after product delivery shall be transferred to the bank/ MFS account of the Merchant in full without deduction of the Service Fee of CarryBee Express Ltd, Courier. Instead, CarryBee Express Ltd, Courier shall issue a periodic invoice to the Merchant to claim settlement of dues against Delivery Service Fees incurred by the Merchant. The Merchant must make payment to CarryBee Express Ltd, Courier within the credit period stipulated in the invoice excluding Vat. In case of delay or non-payment, additional fines and penalties shall be imposed and added to the outstanding amount and become payable by the Merchant. CarryBee Express Ltd, Courier reserves the right to withhold and adjust outstanding payables by the Merchant against future COD Deliveries once the credit period of an invoice expires and the Merchant fails to make payment to CarryBee Express Ltd, Courier.

3.28. An Additional Service Level Agreement between CarryBee Express Ltd, Courier and the Merchant shall be a prerequisite for opting into SFRM 2. This service model will be exclusively available to Merchants demonstrating a consistent and substantial volume of Deliveries, contingent upon the completion of a comprehensive business case analysis to ascertain eligibility and suitability for participation in the program.

Return of Deliverables due to Failed/Cancelled Delivery/Reverse Pickup/Exchange/Partial Delivery

3.29. In the event of a Delivery attempt where the Customer refuses acceptance, provides incorrect contact details, or is unreachable despite multiple attempts by the Delivery Agent, the delivery shall be deemed a Failed Delivery. Cancellation by the Service Requester or Customer while the Delivery Agent is en route constituting a Canceled Delivery. CarryBee Express Ltd, Courier shall thereafter be relieved of all delivery obligations, and the Package may be returned to the Service Requester.

3.30. In the event of a Failed/Canceled Delivery/Reverse Pickup/Exchange/ Partial, the Package shall be returned to the Service Requester within a period substantially equivalent to the duration of the initial transit from pick-up to the delivery attempt. The Service Requester shall be responsible for payment of the Delivery Fee, as well as a Return Service Fee, calculated at 50% of the original delivery charge, to cover base costs, in addition to the initial forward delivery charge, payable to CarryBee Express Ltd, Courier.

Furthermore, in instances of parcel return, the Merchant shall be required to provide a Return One-Time Code (Verification Code) to the Delivery Agent and to duly sign the “Return Slip” upon receipt of the “Return Parcel.” Should any Merchant decline to share the Return verification code or to sign the Return Slip, CarryBee Express Ltd, Courier reserves the right to conduct verification procedures and subsequently designate the parcel as “return to merchant” within the system, thereby ensuring proper record-keeping and accountability regarding the handling of returned deliveries.

3.31. CarryBee Express Ltd. (“the Courier”) hereby disclaims any and all liability for damages, losses, or missing items arising from reverse pickup and exchange delivery services. The responsibility for ensuring the integrity, completeness, and condition of products during such transactions shall rest solely with the sender and/or recipient. By utilizing these services, the sender/recipient acknowledges and agrees that the Courier shall not be held accountable for any claims, disputes, or liabilities resulting from damaged, lost, or missing items. This includes, but is not limited to, any direct, indirect, incidental, or consequential damages arising from the use of reverse pickup or exchange services. The sender/recipient is advised to verify the condition and quantity of products prior to initiating or accepting such deliveries. Any issues pertaining to damage or missing items must be resolved directly between the involved parties, and the Courier shall bear no obligation to mediate or compensate for such matters. This disclaimer constitutes a binding agreement, and the use of reverse pickup and exchange services signifies acceptance of these terms.

3.32. The packaging provided by the Merchant at the time of product handover to the Delivery Agent of CarryBee Express Ltd, Courier typically accommodates only a single delivery attempt. Consequently, multiple delivery attempts resulting from Customer unavailability or returns due to Failed Deliveries/ Reverse pickup/Exchange/Partial deliveries may adversely affect the integrity of the packaging, potentially leading to packaging damage, degradation in packaging quality, or the absence of required invoices during normal business operations.

3.33. CarryBee Express Ltd, Courier shall take all reasonable measures to ensure that packages are handled with care at all times; however, it does not guarantee against, nor shall it be liable for, any wear and tear resulting from inadequate packaging provided by the Merchant or from multiple delivery attempts made to accommodate the Customer’s needs, including the return of the product to the Merchant due to Failed Delivery. In such instances, if the Merchant or its Customer refuses to accept any parcel or seeks compensation for any damage to the packaging, CarryBee Express Ltd, Courier retains the right to deny such claims.

Raising Complaints & Compensation for Lost or Damaged Deliverables

3.34. Any complaint concerning services provided under these Terms must be communicated through the Key Account Manager assigned to the specific Service Requester or Merchant, or via the Business Support helpline at (09613 555 111), or by submitting queries to ( https://carrybee.com/contact-us/). Such complaints must be lodged within fifteen (15) days following CarryBee Express Ltd, Courier’s receipt of the Parcel from the Merchant for delivery. CarryBee Express Ltd, Courier shall not be held liable for or address any complaints submitted beyond this stipulated timeframe, thereby limiting any obligations related to unresolved issues outside of the designated period.

3.35. CarryBee Express Ltd. (“Courier”) shall indemnify and hold harmless the Service Requester for any damage to or loss of Deliverables/Packages resulting from Courier’s negligence, provided Courier’s liability is demonstrably established. Such indemnification shall encompass compensation for the Service Requester’s resulting losses.

3.36. CarryBee Express Ltd, courier’s compensation obligation is contingent upon the Service Requester’s full compliance with this Agreement. Breach of the Agreement by the Service Requester absolves Courier of any liability for compensation.

3.37. All claims by the Service Requester or Customer for compensation must be supported by video evidence documenting the unboxing of the disputed package. Failure to provide such video will void the claim.

3.38. Compensation for valid service requests will be mutually agreed upon, not exceeding the invoice value, the standard market price of damaged or lost deliverables, or BDT 10,000, whichever is lowest. CarryBee Express Ltd.’s total liability for all losses arising under this Agreement, whether contractual, tortious (including negligence), or otherwise, is capped at the package value or BDT 10,000, whichever is less.

4. SERVICE FEE

4.1. The service fee, encompassing delivery and COD charges, for services provided by CarryBee Express Ltd. Courier, is detailed at [Website Link]. This fee constitutes full consideration for said services.

4.2. CarryBee Express Ltd. Courier reserves the right to unilaterally amend service fees at any time. Service Requesters are responsible for reviewing the updated fee schedule, available on the Service Request Panel, prior to submitting any service requests. Failure to do so does not excuse liability for applicable fees.

4.3. Discounted pricing may be offered on specific accounts contingent upon mutual agreement and the feasibility of the associated business case. Such arrangements shall be considered valid only upon prior negotiations between the parties involved, ensuring all terms are clearly delineated and accepted by both parties in writing.

5. TERM AND TERMINATION

5.1. This Agreement (the “Agreement”) shall become effective upon the electronic registration of the Service Requester on the CarryBee Express Ltd. Courier and Logistics Platform (the “Effective Date”), as specified in Clause 3(A). The initial term of this Agreement shall be for a duration of one (1) year. Thereafter, this Agreement shall automatically renew for successive one (1) year periods, unless terminated by either party in accordance with the provisions herein. Either party may terminate this Agreement by providing [Number] days’ written notice to the other party. Upon termination of this Agreement, all outstanding obligations of the parties shall be duly fulfilled. This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction]. Any disputes arising under or in connection with this Agreement shall be resolved through [Dispute Resolution Mechanism, e.g., binding arbitration].

5.2. Both the parties reserve the right to terminate this Agreement without assigning any reason whatsoever by serving 30 (thirty) days prior notice of termination to the other.

5.3. Without prejudice to any other rights or remedies available, either Party may terminate this Agreement immediately by providing written notice of termination to the other Party under the following circumstances:

(a) In the event of failure to remit any overdue payment in full within five (5) working days of the due date, CarryBee Express Ltd, Courier reserves the right to initiate debt recovery procedures by transferring the outstanding account to a third-party debt recovery service company for collection.

(b) In the event that a Party fails to rectify any breach of this Agreement within thirty (30) days following receipt of written notice from the non-breaching Party, such inaction shall constitute grounds for the non-breaching Party to pursue appropriate remedies as provided herein.

(c) In the event that the other Party undergoes bankruptcy or insolvency, enters into compulsory or voluntary liquidation (except for the purposes of reconstruction or amalgamation), has an order issued or a resolution passed for its winding up, or if an administrator, administrative receiver, or receiver is appointed concerning all or any portion of the other Party’s assets or business, or if the other Party makes any composition, the following provisions shall apply.

5.4. Upon termination of this Agreement by either Party, the Service Requester shall be obligated to return or destroy all documents that are owned by CarryBee Express Ltd, Courier and are in the Service Requester’s possession within fifteen (15) days of the termination date. Furthermore, the Service Requester shall provide written certification to CarryBee Express Ltd, Courier confirming that such return or destruction has been duly completed in accordance with the terms herein.

5.5. In the event of termination of this Agreement by either Party, all financial obligations incurred by either Party shall become immediately due and payable. Both Parties shall promptly dedicate necessary time and resources to reconcile any outstanding balances and facilitate settlements without undue delay. It is the responsibility of both Parties to ensure that all financial matters are addressed in a timely manner to avoid any further disputes or complications arising from the termination of this Agreement. Compliance with these provisions shall ensure an orderly resolution of all financial liabilities between the Parties.

5.6. Both Parties agree to collaboratively review the progress and status of the services provided under this Agreement, with consideration for business viability. Based on such review, the Parties shall extend, update, or modify this Agreement as deemed necessary to reflect the evolving needs and circumstances of the arrangement.

MISCELLANEOUS

6. SEVERABILITY

In the event that any provision of this Agreement is declared invalid or unenforceable, whether due to its scope, duration, or any other factor, such invalidity or unenforceability shall apply exclusively to the specific aspect of that provision which has been found invalid or unenforceable, and shall not impact or compromise the enforceability of any other provisions of this Agreement. To the maximum extent allowable by applicable law, this Agreement shall be interpreted as though the scope or duration of the invalid or unenforceable provision had been reformed and drafted more narrowly to ensure its validity and enforceability. The Parties hereby agree that the remaining provisions of this Agreement shall continue in full force and effect, thereby preserving the integrity and intent of the original Agreement notwithstanding the invalidity or unenforceability of any singular provision therein.

7. CONFIDENTIALITY

7.1. This Agreement and all associated materials are deemed confidential. Neither Party shall disclose the contents, in whole or in part, to any third party, whether in physical or electronic format, without obtaining prior written consent from the other Party. Any unauthorized disclosure shall constitute a material breach of this Agreement, subjecting the breaching Party to potential remedies.

7.2. The Parties hereby covenant and agree to maintain the confidentiality and secrecy of all verbal and written communications, as well as any other information acquired in connection with the relationship established by this Agreement, regardless of whether such information is expressly designated as confidential. This obligation of confidentiality shall survive the termination of this Agreement and shall remain in effect indefinitely.

7.3. The Parties shall neither utilize nor disclose any confidential information to any individual, firm, corporation, or business entity. Furthermore, the Parties shall refrain from publicly or privately disseminating any confidential information, and shall not assist any third party in engaging in any of the aforementioned activities.

7.4. With regard to any data disclosed to third parties, the receiving Party of the confidential information shall promptly return or destroy such data upon the request of the disclosing Party. Furthermore, upon the expiration or termination of this Agreement, the receiving Party shall return or destroy the confidential data immediately, without necessitating any additional request from the disclosing Party.

7.5. The obligations and liabilities of the Parties under this confidentiality clause shall remain in full force and effect following the termination of this Agreement. Such obligations shall continue indefinitely, ensuring the protection of confidential information disclosed during the term of this Agreement.

8. REPRESENTATION AND WARRANTIES

8.1. Each Party warrants it possesses all necessary statutory and regulatory authorizations, approvals, permits, and licenses to operate its business and fulfill its obligations under this Agreement. This includes, but is not limited to, those authorizations required for the operation of its establishment and the performance of its contractual duties.

8.2. Each Party represents and warrants in relation to the other Parties that:

(a) This Agreement’s execution, performance, and implementation do not violate any existing agreement, arrangement, or understanding, written or oral, with any third party. Each Party represents and warrants the absence of such a conflict.;

(b) This Agreement’s execution and performance do not violate any statute, regulation, order, decree, injunction, or other restriction imposed by any governmental entity or court. Each Party represents it is in compliance with all applicable laws and its governing documents.

9. INTELLECTUAL PROPERTY RIGHTS

9.1. This Agreement does not grant either Party any license or assignment of the other Party’s intellectual property rights. All intellectual property rights of the Parties, including but not limited to copyrights, patents, trademarks, trade secrets, and know-how, remain solely and exclusively the property of their respective owners. Each Party retains all rights, title, and interest in and to its intellectual property, and neither this Agreement nor its performance shall be construed to create any implication to the contrary. The Parties acknowledge and agree that no implied license or assignment of intellectual property rights is granted hereunder.

9.2. All intellectual property rights shall remain the exclusive property of their respective owners. The other party shall be permitted to utilize said intellectual property rights solely in accordance with the provisions outlined within this agreement, as well as in any written instructions provided by the relevant party, or as mutually agreed upon in writing by the involved parties. Any use outside these specified parameters shall be deemed unauthorized and may result in legal action. This provision shall be binding and enforceable upon the parties hereto, subject to the terms and conditions enumerated herein.

9.3. The parties hereto shall adhere to all specific directives and procedures regarding intellectual property rights as may be prescribed by either party from time to time. Furthermore, the parties shall obtain prior written consent from the other party in accordance with the stipulations set forth herein for all advertisements, publications, and communications that include or make reference to the intellectual property rights in question. Noncompliance with these provisions may result in a breach of this agreement, subjecting the non-compliant party to potential legal remedies as provided under applicable law.

10. INDEMNITY

10.1. Each party, hereinafter referred to as the “Breaching Party,” shall, at all times henceforth, indemnify and hold harmless the other party, referred to as the “Non-Breaching Party,” from and against any and all losses, damages, costs, charges, expenses, interests, and disbursements of any kind arising from third-party claims, demands, actions, or proceedings. This indemnification shall apply to any payments or liabilities that the Non-Breaching Party may incur, suffer, or be compelled to pay as a direct or indirect result of any breach or failure to fulfill the provisions of this Agreement by the Breaching Party or its employees and/or representatives.

10.2. In conjunction with all remedies available at law and in equity, any party that breaches or attempts to breach this Agreement shall be liable to the other party for all legal fees, costs, and any financial liabilities incurred in the successful enforcement of this Agreement. Such liabilities shall include, but are not limited to, attorney’s fees, court costs, and any other related expenses that arise as a result of the necessity to enforce the terms herein. This indemnification shall be applicable irrespective of whether legal action is required.

11. FORCE MAJEURE

11.1. The term “Force Majeure,” as utilized in this Agreement, shall encompass, but shall not be limited to, acts of God, acts of public enemies, wars, riots, epidemics, pandemics, civil disturbances, changes in law, and other similar events that are beyond the control of either party. Additionally, such events shall include circumstances that, despite the exercise of due diligence, neither party is capable of preventing or overcoming. Force Majeure shall excuse performance under this Agreement for the duration of such events and any reasonable time required to resume proper performance thereafter.

11.2. In the event that either party is temporarily unable to fulfill any of its obligations under this Agreement due to Force Majeure, that party shall provide the other party with written notice of such event within fifteen (15) days of its occurrence. During the period of such inability to perform, the obligations of the affected party shall be suspended for a maximum duration of thirty (30) days. Should the inability persist beyond this thirty (30) day period, the non-affected party may terminate this Agreement by providing the affected party with fifteen (15) days’ written notice of termination.

11.3. Neither party shall be held liable to the other party for any loss or damage sustained as a result of any event or delays arising from such event. This provision shall encompass all forms of loss or damage, whether direct or consequential, and shall protect each party from liability to the other caused by circumstances beyond their reasonable control.

12. NON-EXCLUSIVITY

The terms of engagement under this Agreement shall be construed as non-exclusive for both parties. Consequently, CarryBee Express Ltd, herein referred to as “Courier,” shall have the right to provide similar services to other merchants and service requesters. Similarly, any merchant registered with CarryBee Express Ltd, Courier, shall have the liberty to utilize services offered by other courier and logistics companies in the marketplace. This non-exclusive arrangement shall not impose any restrictions on either party’s ability to engage with third parties for comparable services.

13. NON-ASSIGNMENT OF RIGHTS AND OBLIGATIONS

Neither party shall assign, delegate, or transfer any of its rights or obligations under this Agreement to any person or entity without obtaining the prior written consent of the other party. Any purported assignment, delegation, or transfer without such consent shall be deemed null and void and shall not be enforceable. This provision shall apply to any subsequent transfers of rights or obligations, ensuring that both parties retain control over their interests under this Agreement.

14. EFFECT OF HEADINGS

The subject headings contained in this Agreement are for convenience of reference only and shall not influence or affect the construction or interpretation of any of its provisions. Such headings shall be disregarded in determining the meaning or intent of the terms herein, and no reliance shall be placed on them in the interpretation of this Agreement. The validity and applicability of the Agreement shall remain unaffected by the presence or absence of said headings.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the People’s Republic of Bangladesh. Any disputes arising out of or in connection with this Agreement shall be subject to the jurisdiction of the competent courts of Bangladesh, and the parties hereby consent to such jurisdiction.

16. DISPUTE RESOLUTION

16.1. Any and all questions, disputes, or differences that may arise at any time between the parties hereto or their respective representatives concerning this Agreement, its subject matter, or any issues arising therefrom, including but not limited to matters of construction, which are not resolved through negotiation or any other mutually agreed-upon method of settlement shall be referred to arbitration. Such arbitration shall be conducted in accordance with the provisions of the Arbitration Act, 2001, and the parties hereby agree to abide by the decision rendered by the arbitrator(s) in accordance with said Act.

16.2. All disputes arising from or relating to the terms and conditions of this Agreement shall be resolved amicably between the parties within fifteen (15) business days. In the event that an amicable settlement is not reached, or if the fifteen (15) business day period expires without resolution, the dispute shall be referred to arbitration in accordance with the provisions of the Arbitration Act, 2001. The language of the arbitration proceedings shall be English, and the place of arbitration shall be Dhaka, Bangladesh. The parties hereby agree to comply with the results of the arbitration process as binding and enforceable.

16.3. The parties hereto agree to be bound by any arbitration award rendered pursuant to this clause as the final adjudication of the matters in dispute. The decision of the Arbitral Tribunal shall be final and binding upon the parties. Any arbitration award may, if necessary, be enforced by any court or authority possessing jurisdiction. The parties hereby undertake and agree that all arbitral proceedings conducted under this Article shall be maintained with the utmost confidentiality; all information, documentation, and materials disclosed in any form during the course of such arbitral proceedings shall be utilized solely for the purpose of those proceedings and shall not be disclosed to any third parties without the express consent of the other party.

17. NOTICE AND COMMUNICATION

All notices, requests, or communications between the parties under this Agreement shall be made in writing and shall be delivered through email, fax, or postal service. Service Requesters may direct their inquiries to their assigned Key Account Manager, or alternatively, may contact Business Support at the designated helpline number (09613 555 111). Merchants are further permitted to submit their queries via the Help Center link (https://carrybee.com/contact-us/). All communications must clearly reference this Agreement to ensure proper context and response. Each party acknowledges that any notice, request, or communication sent in accordance with the provisions of this section shall be deemed duly received on the date of transmission via email or fax, or on the date of delivery as confirmed by postal service. Any changes to the contact details for notifications shall be provided in writing in accordance with the provisions of this Agreement.