[WUKONG]LAST MILE DELIVERY SERVICE
AGREEMENT
LAST M ILE DELIVERY SERVICE AG REEM ENT
This Last M ile Delivery Service Agreem ent (the "Agreem ent") m ade and effective this (the
"Effective Date ),between 【W U K ONG DELIVERY INC.】. ("Com pany ),and 【】
(“Contractor”)
Com pany and Contractor are each individually referred to herein as a Party and collectively as
the Parties .
W HEREAS, Contractor provides last m ile delivery services, and Com pany desires to utilize
Contractor in such capacity;
NOW , THEREFORE, in consideration of the m utual covenants and prom ises herein, and
intending to be legally bound, the Parties agree as follows:
1. Defined Term s. As used in this Agreem ent, the following capitalized term s and non-
capitalized words and phrases shall have the m eanings respectively assigned to them below,
which shall be applicable equally to the singular and plural form s of the term s so defined:
“Agreem ent” m eans this Last M ile Delivery Service Agreem ent, including any schedule or
annexure to it.
“Effective Date” m eans the date specified in the recital of this Agreem ent.
“Event of Default” m eans any of the events specified in clause 9 (b) of this Agreem ent.
“ G oods” m eans any goods to be delivered by Contractor, as specified by Com pany and
agreed by Contractor, from tim e to tim e during the Term of the Agreem ent.
“Services” m eans all of the services to be perform ed by Contractor as set out in clause 3 and
Appendix A of this Agreem ent.
“Service Fee” m eans the fee for the Services calculated pursuant to Appendix B of this
Agreem ent.
“ Term ” m eans the period of tim e as determ ined under clause 2 of this Agreem ent.
2. Term . This Agreem ent shall com m ence on the Effective Date and rem ain in effect
indefinitely until such tim e as either Contractor or the Com pany elects to term inate the
Agreem ent, in accordance with the term ination provisions outlined herein.
3. Services
(a) Scope of Services.
(i) During the Term of the Agreem ent, Com pany appoints Contractor to provide the Services
as detailed in Appendix A of the Agreem ent in accordance with and subject to the term s and
conditions of this Agreem ent.
(ii) Contractor m ay perform som e or all of the Services by using contractors,subcontractors
or agents, and is liable for the perform ance of such contractors, subcontractors and agents.
4.Service Fee
(a) Service Fee. Com pany agrees to pay for each delivery the Service Fee at the rates set
forth in Appendix B of the Agreem ent.
(b) Adjustm ent of Service Fee.
(i) Notwithstanding anything contrary to other provisions of this Agreem ent,Com pany
m ay, at anytim e in writing, notify Contractor, in its sole discretion, to adjust the Services Fee as
set out in Appendix B with im m ediate effect.
(ii) If Contractor provides any Service after receipt of the notice under clause 4(b)(i),
Contractor is deem ed to have accepted and confirm ed the adjusted Services Fee and agreed to
m ake paym ents in accordance with the adjusted Services Fee from the date Contractor provides
any Service.
(iii) U pon any adjustm ent of the Service Fee, the adjusted Service Fee will replace the fees
in Appendix B and becom e an integral part of this Agreem ent.
(c) Paym ent of Service Fee. The com pany agrees to pay the Service Fee for the first week
of each service cycle in the third week of that cycle,to the Contractor’s nom inated bank
account (which could be Contractor’s own bank account or any Contractor’s nom inated third
parties’ bank account) as follows:
(i) Contractorshall send a detailed sum m ary of Services provided in each Paym ent Period
(“Sum m ary”), along with an invoice for the calculated Service Fee
(“Invoice”), via em ail to Com pany within three (3) days of the end of the Paym ent Period.
(ii) Com pany shall respond to the received Sum m ary and Invoice within seven (7) days,
providing one of the following written responses to Contractor:
i. Should Com pany agree with the Sum m ary and Invoice, they shall confirm its correctness
in writing; or,
ii. If, according to Com pany, the Sum m ary or Invoice contains inaccuracies, Com pany shall
point out these errors in writing, assisting Contractor in m aking the necessary corrections as
soon as practicable.
U nless otherwise agreed by the Parties in writing or proven wrong, the records kept by
Com pany shall be treated as final and correct records of the Services provided by Contractor.
5. Defaults on Paym ents
(a) Suspension of Services. If any Overdue Am ount subsists for 60 days without reason,
Contractor m ay suspend the provision of the Services at its own discretion.
(b) Term ination of Services. If any Overdue Am ount subsists for 60 days, Contractor m ay
term inate the Agreem ent upon giving the term ination notice to the Com pany.
6. Contractor’s Representations and Warranties
Contractor represents and warrants to Com pany that:
(a) it has full right, power and authority to contract with Com pany in term s of dealing with
the G oods in accordance with the Agreem ent;
(b) the provision of the Services by Contractor (including Contractor’s and Com pany’s
right to possession and dealing of the G oods) does not infringe upon, violate, or otherwise
interfere with the rights of any third parties.
(c) it holds all necessary licences, perm its and consents to enable Contractor to provide
the Services;
(d) it com plies with all relevant laws, rules, international conventions, relevant code of
conducts and policies, including tax com pliance and custom s and duties com pliance;
(e) it com plies with all relevant legislative requirem ents of the place of shipm ent,
destination and transit in connection with the G oods and the packaging of the G oods;
(f) it is solely responsible, and at its own costs, to fulfil all legislative requirem ents and
authority directions, including but not lim ited to requirem ents, directions and orders m ade by
custom s and Internal Revenue Service (IRS) in the U nited States, including but not lim ited to
provision of inform ation and docum ents as required, and it is solely responsible to the legality,
authenticity, accuracy and com pleteness of the inform ation and docum ents provided;
(g) Contractor fully understands the Com pany’s requirem ents for the Services (including
without lim itation, any regulatory requirem ents relevant to the storage, carriage or handling of
the G oods), and Contractor can perform the Services effectively and cost the
Services (h)
(i)
properly;
the person working under this Agreem ent is properly authorized to do so;Contractor also
warrants and represents to Com pany that:
Contractor agrees that it will not at any tim e during the term of this Agreem ent, or for a period of
three(3） year following the term ination of this Agreem ent, regardless of the reason for such
term ination, directly or indirectly, on Contractor’s own behalf or on behalf of, or in connection
with, any third party, without the prior written and inform ed consent of Com pany, (i) solicit any
Com pany Client with whom Contractor first
perform ed Services under this Agreem ent or (ii) solicit any Com pany Client with whom
Contractor first becam e acquainted as a result of Com pany’s actions under this Agreem ent, or
(iii) solicit any Com pany Client about whom Contractor acquired
Confidential Inform ation during the term of this Agreem ent unless the Contractor had a prior
existing relationship and had perform ed direct services for such Client prior to learning of such
Confidential Inform ation, or (iv) entice, encourage, or prom ote any Client to cease to be a Client
of Com pany or to reduce the am ount of Services hereunder that any such Client purchased or
purchases from Com pany.
i) it routinely engages or plans to engage in business advertising, solicitation or other
m arketing efforts reasonably calculated to obtain new contracts to provide sim ilar services;
ii) it is responsible for and has obtained all necessary licenses and satisfied all regulatory
requirem ents for the perform ance of the Services;
iii) it m aintains a business prem ises separate from the Com pany’s location;
iv) it has purchased the tools and/or equipm ent necessary to provide the services.
(j) Contractor agrees the Services will be perform ed in a diligent and workm anlike m anner
consistent with standards generally observed in the industry for the sam e or sim ilar services;
and Contractor will act in a professional and courteous m anner with all recipients of deliveries
on behalf of clients of Com pany and refrain, at all tim es, from disparaging or m aking any
com m ent or acting in any m anner that casts an unfavorable light upon Com pany, its products,
services, clients, or any officer, director or em ployee thereof.
(k) Except as otherwise specifically set forth herein, Contractor is free to choose the m eans
by which it shall perform Contractor’s obligations under this Agreem ent, including through
em ployees and sub-contractors; it being understood and agreed that the foregoing shall in
noway lim it or dim inish Contractor’s obligations towards Com pany hereunder.
Contractor acknowledges and agrees that it shall be responsible for the perform ance of its sub-
contractors and agrees to contractually require all of its sub-contractors to perform Services in
com pliance with the term s of this Agreem ent (including, without lim itation, confidentiality
obligations) and that any breach of the term s of this Agreem ent caused by any action or
om ission of its sub-contractors shall be a breach of this Agreem ent by Contractor.
(l) Contractor shall operate in com pliance with Com pany’s (and its custom er’s) policies
and procedures applicable to Contractor and all applicable laws and requirem ents where the
Services are being carried out, including without lim itation privacy laws, data security laws, anti-
bribery laws, environm ental laws, health and safety laws and laws regarding handling, storage,
transportation and/or delivery of cargo and shall m aintain (and shall ensure its personnel
m aintain) any applicable licenses, perm its, certificates, registrations or other docum entation
required by applicable laws. W ithout lim iting the generality of the foregoing, if Contractor (or its
personnel) handles or delivers dangerous goods or hazardous substances in connection with the
Services, Contractor shall com ply with all applicable laws in connection therewith and m aintain
(and ensure its personnelm aintain) all required training and certifications. If the Contractor
provides Com pany with copies of, or access to copies of, any records containing personal
inform ation of Contractor’s em ployees, subcontractors, or any other individual, Contractor will
first obtain, and upon request provide to Com pany, the written consents of those individuals to
the indirect collection or use of such personal inform ation by Com pany. Contractor
acknowledges that it has reviewed Com pany’s privacy policy applicable to Contractor and
agrees to Com pany’s collection, use and disclosure of personal inform ation in accordance
such privacy policies, as the sam e m aybe am ended from tim e to tim e.
(m ) Contractor shall supply its own vehicle(s), office equipm ent, com puting resources and
telecom m unications equipm ent. Contractor is responsible for all costs and expenses incurred in
connection with the perform ance of its obligations hereunder including, without lim itation,
gasoline, m aintenance and passage charges, all of which are at the sole expense and risk of
Contractor in perform ing its obligations hereunder and shall not be reim bursed by Com pany.
Contractor shall indem nify, defend, and hold Com pany and its affiliates,m em bers, directors,
officers, shareholders, em ployees, representatives, agents, attorneys,successors and assigns
harm less from and against any and all claim s, liabilities, obligations, judgm ents, causes of
action, costs and expenses (including reasonable attorneys’ fees)
arising out of:
i) any actor om ission by Contractor or its affiliates or subcontractors, or any of
theirrespective Personnel, including any act or om ission resulting in the death of or injury to any
person, loss or dam age to any property, or any other loss;
ii) any infringem ent or m isappropriation of any of Com pany’s intellectual property by
Contractor or its affiliates, subcontractors or its or theirrespective Personnel;
iii) any negligence, actor om ission, fraud, or willful m isconduct of Contractor or its affiliates
or any of its or theirrespective Personnel;
iv) any failure by Contractor or its affiliates or its or theirrespective Personnel to satisfy any
obligation (contractual or otherwise) to any third party, including any failure to pay am ounts
owed to a third party;
v) any claim by Contractor’s Personnel or other persons against Com pany arising from
any actual or alleged failure of Contractor to m eet its obligations under applicable laws,
including without lim itation em ploym ent laws; or vi) any breach of applicable laws or the
term s of this Agreem ent.
(n) the execution of this Agreem ent does not indicate in any perspective that Contractor is
a party of any transactions or agreem ents between Com pany and any third parties.
(o) Contractor acknowledges and agrees that it has no authority to enter into or conclude
any contract or to undertake any com m itm ent or obligation for, in the nam e of or on behalf of
Com pany or its clients. Contractor m ay not hold itself out at anytim e to be an em ployee or
representative of Com pany or its clients and shall identify itself as an independent contractor
engaged by Com pany for the purposes of this Agreem ent.
(p) Contractor shall m aintain workers’ com pensation coverage for its principals,
em ployees and subcontractors. Contractor shall, prom ptly upon any request by the piCom pany,
provide the Com pany with satisfactory evidence of such coverage.
(q) Contractor represents and warrants that all inform ation and docum entation provided
to Com pany in connection with this Agreem ent and the Services is true and correct. Contractor
agrees to provide prom pt notice to Com pany of any changes to such inform ation and
docum ents. Contractor will perm it Com pany to audit records of Contractor (and any
subcontractors) relating to provision of the Services and other m atters relevant to the
Agreem ent as reasonably necessary to confirm com pliance by Contractor, its subcontactors,
affiliates and Personnel, with the term s of this Agreem ent. Contractor shall provide docum ents
requested for auditing under this paragraph within 10 calendar days of any such request by
Com pany.
(r) Reliance. Com pany acknowledges that Contractor has executed this Agreem ent, and
Contractor has agreed to provide the Services in reliance on the representations and warranties
that are m ade or repeated in this clause 6.
7. Indem nity and Hold Harm less
(a) Contractor shall indem nify and hold harm less Com pany, its officers, directors,em ployees,
agents, and affiliates from and against all claim s, liabilities, losses,dam ages, costs, expenses
(including, without lim itation, reasonable attorneys fees,expert witness fees, and all other costs
and expenses of litigation) ("Covered Losses"), incurred as a result of or in connection with:
(i) any breach of this Agreem ent by Contractor, including but not lim ited to the breach of
representations and warranties m ade under Clause 6;
(ii) any negligent or intentional acts or om issions of Contractor or its officers, directors,
em ployees, or agents;
(iii) any claim s brought by third parties arising out of Contractor s use of the Services;
(iv) any violation or alleged violation of any rights of third parties, including but not
lim ited to, rights of privacy, publicity and any intellectual property rights.
(b) Contractor s indem nity obligations under this Clause 7 shall include the obligation to
fully indem nify Com pany for all Covered Losses and the obligation to defend Com pany at
Contractor s expense against all third-party claim s. Contractor will advance to Com pany all
costs and expenses (including, without lim itation, reasonable attorneys fees and costs) as they
are incurred by Com pany in connection with any third-party claim .
(c) In the event of any third-party claim that is subject to indem nification under this clause,
Com pany shall have the right, but not the obligation, to control the defense of such claim ,
including the selection of legal counsel. Contractor shall not enter into any settlem ent without
the prior written consenty of Com pany.
(d) Contractor s indem nification obligations under this Clause 7 shall survive the
expiration or earlier term ination of this Agreem ent.
8. Force M ajeure
(a) Any Party shall not be liable hereunder for any failure or delay in the perform ance of its
obligations under this Agreem ent, if such failure or delay is on account of causes
beyond its reasonable control, including labor disputes, civil com m otion, terrorists acts,
war, fires, floods, inclem ent weather, governm ental regulations or controls,
casualty,governm ent authority, strikes, pandem ics, epidem ics, local disease outbreaks, public
health em ergencies, com m unicable diseases, quarantines, or acts of G od, in addition to any and
all events, regardless of their dissim ilarity to the foregoing, deem ed to render perform ance of
the Agreem ent im practicable or im possible under the law, in which
event the non-perform ing party shall be excused from its obligations for the period of the
delay and for a reasonable tim e thereafter (collectively, "Force M ajeure Event").
(b) U pon the occurrence of a Force M ajeure Event, ,the Party shall prom ptly notify the
other Party of the Force M ajeure Event and its im pact on perform ance under this Agreem ent.
(c) Any Party shall be excused from the perform ance of its obligations under this
Agreem ent if its perform ance is prevented by the Force M ajeure Event. The tim e for it s
perform ance shall be extended reasonably and the Party m ay resum e perform ance only after
the Force M ajeure Event is over or its im pact on it s perform ance has been m itigated.
(d) If a Force M ajeure Event continues for m ore than fifteen (15) days, any Party m ay
term inate this Agreem ent upon written notice to the other Party.
(e) The Party affected by the Force M ajeure Event m ust take all steps reasonably necessary to
m itigate the effect of the Force M ajeure Event and m inim ize any potential disruption caused by
such event.
9. Default and Term ination
(a) Term ination without Cause. Each Party is entitled to term inate this Agreem ent at any
tim e by giving the other Party thirty (30) days written notice.
(b) Event of Default. An Event of Default, at the opinion of Com pany, has occurred if:
(i) there is am aterial default in the perform ance of clauses 3 to 6 of this Agreem ent by
either Party;
(ii) any Party files for bankruptcy, becom es insolvent, or takes any action indicating an
intent to dissolve or windup its business affairs
(iii) a receiver, receiver and m anager, liquidator, trustee, adm inistrator or sim ilar
official is appointed, or steps are taken for such appointm ent, over any of the assets or
undertakings of the Party;
(iv) any representations or warranties described in this Agreem ent m ade by
Contractor are or becom e untrue, false or m isleading; or
(v) Contractor’s assets are seized by any authority, or the Contractor is subject to any
orders or actions, or is under investigation with respect to any offence
In the event of an Event of Default occurring in respect of a Party (the “Defaulting
Party”), the other Party m ay term inate this Agreem ent upon giving the term ination notice to
the Defaulting Party.
(c) Term ination by Com pany. Com pany m ay, at its sole and absolute discretion, term inate this
Agreem ent upon giving the term ination notice to Contractor if:
(i) Contractor has not placed any order through Com pany’s platform for a period of not
less than 30 days;
(ii) there is a default in Contractor’s perform ance of any term s contained in this
Agreem ent and Contractor fails to rectify the default after receipt of notice to rectify and upon
the expiration of the relevant period of notice;
(iii) Com pany, at its opinion, m ay term inate this Agreem ent due to adjustm ent of its
business operation.
(d) Effect of Term ination
(i) Any term ination of this Agreem ent shall be without prejudice to the rights of either
Party against the other Party which m ay have accrued up to the date of such term ination. The
Defaulting Party shall be liable for all dam ages and losses sustained by the non-defaulting
Party resulting from the term ination of this Agreem ent.
(ii) U pon term ination of this Agreem ent, Com pany will no longer be obliged to keep any
record or inform ation in relation to Contractor, the Services and the G oods.
(iii) The term ination of this Agreem ent for whatever reasons shall not term inate any
provisions herein contained which expressly or im pliedly operate or have effect
notwithstanding term ination of this Agreem ent.
(e) Survival. This clause 9 shall survive the expiration or earlier term ination of this
Agreem ent
10. Ownership of Intellectual Property. The Parties agree that any system , process, or any
intellectual property and related m aterial, including any trade secrets, m oral rights, goodwill,
relevant registrations or applications for registration, and rights in any patent, copyright,
tradem ark, trade dress, industrial design and trade nam e (the “Intellectual Property”) that is
developed or produced under this Agreem ent by or on behalf of Com pany shall be the sole
and unencum bered property of Com pany.
11. Confidentiality. Both Contractor and Com pany acknowledge that confidential inform ation
relating to each other s business m aybe disclosed or otherwise com e to their attention during
the course of this Agreem ent. Both parties shall hold such inform ation, including the term s of
this Agreem ent, in strict confidence and shall take all reasonable care and precautions to
prevent the unauthorized use, disclosure, dissem ination, or publication of the inform ation.
Neither party will, without the written consent of the other party, disclose any inform ation to
any third party nor use such inform ation for the benefit of any other party, except as required by
that party to perform its obligations under this Agreem ent. Each party shall disclose the
Confidential Inform ation only to its em ployees, subcontractors and representatives who have a
need to know such Confidential Inform ation to fulfill the business affairs and transactions
contem plated by this Agreem ent and who are under confidentiality obligations no less
restrictive as this Agreem ent. Each party shall rem ain responsible for breaches of this
Agreem ent arising from the acts of its em ployees, subcontractors and agents. If either
Contractor or the Com pany becom es legally com pelled to disclose any inform ation to which the
above applies, it shall provide prom pt written notice to the other party so that the other
party m ay seek a protective order or other appropriate rem edy, and the disclosing party shall
reasonably cooperate with the other party with respect to such efforts. If such order or
rem edy is not available in tim e, the obligation of confidentiality shall be waived, but such
required disclosure shall be lim ited to only those disclosures as is necessary to com ply with the
law. This clause 11 shall survive the expiration or earlier term ination of this Agreem ent
12. Lim itation of Liability.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY
INCIDENTAL, CONSEQU ENTIAL, INDIRECT, STATU TORY, SPECIAL, OR PU NITIVE DAM AG ES,
INCLU DING , BU T NOT LIM ITED TO, LOST
PROFITS, LOSS OF U SE, LOSS OF TIM E, INCONVENIENCE, LOST BU SINESS OPPORTU NITIES,
DAM AG E TO G OOD W ILL OR
REPU TATION, OR LOSS OF DATA, W HETHER BASED ON A BREACH OF
CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER LEG AL
THEORY, AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SU CH DAM AG ES OR COU LD HAVE REASONABLY FORESEEN SU CH DAM AG ES.
13. G overning Law; Disputes. This Agreem ent will be governed by and interpreted in
accordance with the laws of the State , without giving effect to the principles of conflicts of law
of such state, and shall be binding upon the parties hereto in the U nited
States and worldwide. Any dispute between the Parties under this Agreem ent or any claim s or
legal action by one Party against the other arising under this Agreem ent or concerning any rights
under this Agreem ent shall be com m enced and m aintained solely in any state or
federal court located in. Both Parties hereby submit to the exclusive jurisdiction and venue of
any such court.
14. Relationship of the Parties. The relationship of the Parties hereto is that of independent
contractors. Nothing in this Agreem ent, and no course of dealing between the Parties, shall be
construed to create or im ply an em ploym ent or agency relationship or a partnership or
joint venture relationship between the Parties or between one Party and the other Party s
em ployees or agents. Neither Party has the authority to bind or contract any obligation in the
nam e of or on account of the other Party or to incur any liability or m ake any statem ents,
representations, warranties or com m itm ents on behalf of the other Party, or otherwise act on
behalf of the other. Each Party shall be solely responsible for any applicable paym ent of the
salaries and incentives of its em ployees and personnel (including withholding of incom e
taxes and social security), workers com pensation, and all other em ploym ent benefits.
15. Assignm ent; Binding Agreem ent. Neither this Agreem ent, nor any right or interest herein,
m aybe assigned, in whole or in part, without the express written consent of the other Party,
which consent shall not be unreasonably withheld or delayed, unless otherwise agreed in this
Agreem ent. Notwithstanding the foregoing, Contractor m ay assign this Agreem ent to any
affiliated com pany or if the assignm ent is carried out as part of a m erger, restructuring, or
reorganization, or sale or transfer of all or substantially all of Contractor s assets, without the
other s consent, upon written notice to the other Party. This Agreem ent shall be binding upon
and inure to the benefit of the Parties hereto, their successors and legal representatives.
16. G eneral Provisions.
(a) Notice. Contractor and Com pany agree that all notices or other com m unications
required under this Agreem ent shall be in writing and shall be deem ed effective when
received by either (1) hand delivery, (2) registered m ail, (3) certified m ail, return
receipt requested, or (4) overnight m ail, addressed to the Party to be notified at the
following address or to such other address as such Party shall specify by like notice Hereunder.
(b) Attorney’s Fees. If either Party incurs any legal fees associated with the enforcem ent
of this Agreem ent or any rights under this Agreem ent, the prevailing party shall be entitled to
recover its reasonable attorney’s fees and any court, arbitration, m ediation, or other litigation
expenses from the other party.
(c) Waiver. No waiver of any term or right in this Agreem ent shall be effective unless in
writing, signed by an authorized representative of the waiving Party. The failure of either Party
to enforce any provision of this Agreem ent shall not be construed as a waiver or m odification of
such provision, or im pairm ent of its right to enforce such provision or any other provision of this
Agreem ent thereafter.
(d) Severability. In the event any provision of this Agreem ent shall beheld invalid, illegal, or
unenforceable, such invalidity, illegality, or unenforceability shall not affect any other provisions
of this Agreem ent.
(e) Counterparts. This Agreem ent m aybe executed in one or m ore counterparts, each of
which will be deem ed to be an original, but all of which together will constitute one and the
sam e instrum ent, without necessity of production of the others. An executed signature page
delivered via facsim ile transm ission or electronic signature shall be deem ed as effective as an
original executed signature page.
(f) Entire Agreem ent, M odification. The Parties agree that this Agreem ent constitutes
the entire agreem ent between them regarding the subject m atter hereof and supersedes
all prior oral and written agreem ents or com m unications between the Parties, whether
written, oral, electronic or otherwise. No change, m odification, am endm ent, or addition of or to
this Agreem ent or any part thereof shall be valid unless in writing and signed
by authorized representatives of the Parties.
[Signatures Follow on Next Page]
In W itness W hereof,the parties hereto have executed and delivered this Agreem ent as of the date
first written above.
Com pany
By: W U K ONG DELIVERY INC.
Nam e:
Title:
Date:
Contractor
By:
Nam e:
Title:
Date:
Appendix A
Services
1. Service Scope and Quality
(a) Diligent Perform ance: Contractor agrees that the Delivery Services will be perform ed
in a diligent and workm anlike m anner consistent with standards generally observed in the
1/1/2024

industry for the sam e or sim ilar services.
(b) High Service Standards: Contractor shall adhere to the highest industry standards of
service quality and custom er satisfaction throughout the entire delivery process.
(c) Professional Conduct: Contractor will act in a professional and courteous m anner with
all recipients of deliveries on behalf of clients of Com pany.
(d) Reputation Protection: Contractor shall refrain, at all tim es, from m aking any
disparaging com m ents or taking any actions that cast an unfavorable light upon
Com pany, its products, services, clients, or any officer, director, or em ployee thereof.
2. Pickup and Delivery Schedule
(a) Tim ely Com pletion: Pickups scheduled before [12:00 pm ] shall be com pleted on the
sam e day.
3. Delivery Quality
(a) Tim ely Deliveries. Com pany expects that Contractor deliver Deliverables to the
custom ers on tim e.
(b) Delivery attem pted or undeliverable Deliverables returned to Com pany tim ely. In
an instance where delivery is not possible, Contractor are expected to return all
Deliverables to the Com pany, unless otherwise directed by Com pany.
4. Return Rate
(a) Return Rate Lim it and Exceptions: Contractor shall m ake reasonable efforts to
m aintain a sam e-day return rate within the lim it of [2%]. This return rate shall exclude
instances of incorrect address, custom er refusal, and system -initiated returns.
(b) Return Rate Exceptions: Contractor acknowledges that certain exceptional
circum stances, such as natural disasters (e.g., earthquakes, W ildfires, hurricanes), civil
unrest, or other force m ajeure events, m ay im pact the return rate beyond the established lim it.
In such cases, the parties shall work collaboratively to address the situation while considering
the broader context of the event.
5. Service Fees
Com pany at its discretion is perm itted to cancel or determ ine adjustm ents, discounts, or
deductions from the Service Fees (or if the Services Fees has already been paid, require
reim bursem ent of the Service Fees from Contractor) for aparticular Contracted Service if:
(a) the Contracted Services were not com pleted, unless Com pany has agreed with
Contractor otherwise.
(b) a consum er or a recipient has m ade a com plaint related to Contractor or Contractor s
driver acts or om issions; or
(c) suspected fraudulent activity or m isuse has been detected.
(d) Com pany decision to cancel, or determ ine adjustm ents, discounts or deductions, or
require reim bursem ent of the Service Fees m ust be exercised reasonably.
If Com pany discovers paym ent errors that result in additional am ounts being paid to
Contractor, or there is an adjustm ent, Com pany m ay deduct the am ount from future Service
Fees, or bank account or seek reim bursem ent by other lawful m eans.
Contractor acknowledges and agrees that Com pany m ay withhold the Service Fees. In the
event that the Deliverables are lost, m issing or not returned to Com pany within reasonable
tim e, Contractor represents and undertakes that Contractor m ust indem nify Com pany against
any loss incurred by Com pany, and Contractor acknowledges and agrees that all and any
Service Fees m aybe used to set off any loss without lim itation.
6. Package Dam ages or Losses
(a) Fine for Package Dam ages or Losses: Contractor shall be liable to pay a fine of
[packge price] per item The aforem entioned fine can be directly deducted from the Service Fees
by the Com pany.