Terms of Services (Vehicle Owner)

                                
This Agreement, hereinafter referred to as the ‘Terms of Use’ or ‘Service Agreement’ or ‘Terms of Service Agreement’ or ‘Agreement’, is made and entered into

BY & BETWEEN  DigiTruck Limited which is a private limited company, hereinafter referred to as the ‘First Party’ or ‘Platform’ or ‘Company’ or ‘DigiTruck’, formed and existing under the laws of the People’s Republic of Bangladesh
AND the Owner using the service of this Platform, hereinafter referred to as the ‘Second Party’ or ‘Vehicle Owner’ or ‘Owner’ or ‘Carrier’
who are collectively referred to as the ‘Parties’ later in this Agreement. 

This Agreement is made and entered for the purpose of establishing and achieving various goals and objectives relating to this Agreement
WHEREAS, the aforementioned parties desire to enter into the herein described Agreement in which they shall work together to accomplish the goals and objectives set forth;
AND WHEREAS, the parties are desirous to enter into an understanding, thus setting out all necessary working arrangements that both parties agree shall be necessary to fulfill the purpose of this Agreement;

CONTRACTUAL RELATIONSHIP:

The Terms and Conditions mentioned in this Agreement constitutes a legally binding Agreement between You and DigiTruck Limited. By accessing or using our Platform or Services You acknowledge that you’ve read, understood, accepted these Terms and Conditions of this Agreement and our Privacy Policy and agreed to be legally bound by the Terms and Conditions and all other constituents of this Agreement and Privacy Policy. The Terms and Conditions mentioned herein are in electronic format which doesn’t require any digital or physical signature.
These Terms and Conditions constituting this Agreement shall apply to you at each and every instance and place while using the platform or service of DigiTruck Limited. If you do not wish to enter into a legal relationship with DigiTruck or be bound by the terms and conditions of this Agreement, you must not use our service in any possible way. If you wish not to be bound by the terms and conditions of this Service Agreement after agreeing to be bound by the terms and conditions of this Agreement, you should immediately stop using our service and uninstall/delete all of our applications and log out of all the Accounts and delete all the informations related to this Platform. You can always start using our service again whenever you agree to be legally bound by the terms and conditions of this Agreement again.
DigiTruck aims at providing service to the Owners and Shippers with a view to making their lives easier and making their businesses progressive but in no way, DigiTruck will be legally bound to keep on providing services under any circumstances. DigiTruck may decide to cease providing service to any Owner or Shipper it wishes without showing any cause and without any notice.
By using this Platform or service of DigiTruck you understand and agree that you are competent and you fulfill all the requirements to be legally bound by this Agreement. You must mot use the service of DigiTruck if you are not competent to be legally bound by the terms and conditions of this Agreement or if your age is below 18.
DigiTruck reserves the right to make any kind of change or amendment to the terms and conditions of this Agreement whenever it desires. Those changes and modifications will be deemed to be effective from the time they were updated on this Website. You’re completely responsible to keep yourself updated and informed regarding all such changes and modifications. DigiTruck may sometimes decide to send you notifications in case of any such amendment but will not be legally bound to notify you.
In the event that any separate written Agreement or Contract is made and entered into the Owner and DigiTruck limited which legally binds the parties and legally governs the parties’ rights, this Agreement shall govern to the extent it doesn’t conflict with the Terms and Conditions of any such written Agreement.  

OBJECTIVE: 

The objective of this MOU is to express the willingness of both parties to engage in an effort where both DigiTruck Limited and the Owner will be able to work together in a cooperative and coordinated fashion and help each other in improving their experience in respective sectors of Business as well as paving the way towards faster development in respective fields of Business
Specific activities under this MOU shall be identified through consultation between the two parties.
The parties shall endeavour to work together for benefitting each other and working for the greater welfare of one another.
The parties of this MOU shall mutually contribute and take part in any and all phases of the planning, development, implementation and enforcement of this MOU to the fullest extent possible

PURPOSE AND SCOPE:

The Second Party is the owner of transport vehicle/vehicles who commercially provides vehicles to the Shippers who are in need of vehicles for transporting their goods from one place to the other.
The First Party provides an Online Platform for connecting the owners directly to the Shippers who are in need of transport vehicles and the First Party also provides many other technological supports including Real-Time Tracking, Video Monitoring etc.
Both the parties agree to take support from each other for making their experience of transportation and shipment much more transparent and improved.


DEFINITIONS AND INTERPRETATIONS:

Shipper: The word ‘Shipper’ in this Agreement and as a whole in this platform is used to indicate the Shippers who use transport vehicles belonging to any other person or business entity or themselves to transport goods either randomly or on a regular basis from one place to another.

Owner: The word ‘Owner’ in this Agreement and as a whole in this Platform is used to indicate the Owners of transport vehicles or Transport Agencies or any other person or business entity who carry or transport goods of Shippers from one place to another in return of a certain amount of payment.

SERVICES:

DigiTruck as a Platform provides opportunities to the Owners and Shippers to connect with each other and provides a number of technological supports including real-time information sharing and tracking.
The role of DigiTruck is only limited to being a platform or a freight broker but doesn’t include the responsibility of a Shipping or Carrying.
In no way, DigiTruck will ever be bound to take any responsibility or play any role of any of the matters regarding Shipping or Carrying but may intend to extend the hand of cordial cooperation either for free or against reasonable payment if it wishes.
DigiTruck is not responsible for any of the Agreement or terms entered into the Owner/Carrier and the Shipper and will not take any responsibility for any kind of violation of any terms of any kind of Agreement entered into the Owner/Carrier and the Shipper.
DigiTruck will try supporting the Owners and Shippers by making the shipments and transportations much more transparent and efficient with the use of technology and online platform but will neither be liable or responsible for any kind of misconduct while transportation by the Shipper or Owner/Carrier or Driver or by any other parties nor be bound to help any of the parties in any such situations of misconduct or illegal activities in any way.

CHARGES AND PAYMENT:

The Owner Understands and Agrees that he/she/it will receive his/her/it’s due share of the quoted amount or the mentioned amount of the bid which the Shipper has accepted.
The Owner clearly understands and agrees that he/she/it will receive the payment directly from the Platform and in no way or under no circumstances will make any attempt receive any payment from the Shipper or any of the representatives of the Shipper or anybody else only except the Platform or the duly authorized representative of the Platform.
The Owner understands and agrees that DigiTruck Limited will pay him/her/it his/her/it’s due payment within 30 days of completion of the trip. DigiTruck may take at best thirty days of time to pay the Owner and in no way or under no circumstances will take more than 30 days to pay the Owner his/her/it’s due amount.
DigiTruck will enjoy the flexibility to make the payment to the Owner electronically or by cash or mobile banking or it will deposit the amount to the Owners’s Official Bank Account. The Owner understands and agrees that in case of payment by cash, the Owner must provide DigiTruck with a written document as a proof of the fact that DigiTruck has paid the Owner his/her/its due amount.

NON SOLICITATION:

The Owner understands and agrees that he/she/it will neither initiate nor accept any direct or indirect business relationship with any of the Shippers who/which has been first introduced to him/her/it by DigiTruck where the relationship doesn’t include DigiTruck as a Platform or broker during the term of this Agreement and for a period of one year after termination of this Agreement.
The Owner understands and agrees that in case of any such involvement in direct/indirect business relation with any of the entities that has been first introduced to it by the Platform which doesn’t involve DigiTruck as a Platform during the term of this Agreement or for a period of one year after termination of this Agreement, the Owner will be jointly and severally liable with the Shipper to the DigiTruck Limited for each such violation in an amount equal to fifteen percent of all revenues paid by the Shipper to you.
 
CLAIMS IN CASE OF LOSS OR DAMAGE:

The Owner understands and agrees that DigiTruck as a Platform will not take the responsibility of any kind of loss or damage of vehicles or goods during transportation.
The Vehicle Owner clearly understands and agrees that in case of any loss or damage of goods while transportation which is found using DigiTruck and where the Owner or the Driver is proven to be directly/indirectly responsible, the Owner will remain bound to pay the Shipper an amount and within a time limit as determined by the laws of the concerned state/country.

LICENSE:

The DigiTruck limited owns the Website and the Mobile Application and all the intellectual property and other properties therein.
Subject to the Owner’s compliance to this Agreement, DigiTruck grants the Owner a limited, non-transferable, non-exclusive, revocable license to use the Site and Mobile Application for his/her/it’s internal business use during the term of this Agreement.
The Owner in no circumstance or situation is allowed to reproduce, copy, distribute, republish, display, transmit, disassemble or access the site or the mobile application or any of the intellectual properties or other properties that belongs to the DigiTruck Limited.
In order to get the opportunity to use the Platform, the Owner needs to open an account where he/she/it needs to provide certain informations. The Owner understands and agrees that all the informations provided by him/her/it is correct and valid and that he/she/it will continuously update the information according to the necessity for maintaining the accuracy of all the provided informations.

INDEMNIFICATION:

By accepting these Terms and using DigiTruck, the Owner agrees that he/she/it will defend, indemnify and hold us, our affiliates, our licensors, and each of our and their respective officers, directors, other users, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses including attorneys’ fees and costs arising out of or in connection with: (1) the Owner’s/Driver’s violation or breach of any term of these terms or any relevant laws, whether or not referenced herein; (b) the Owner’s/Driver’s violation of any rights of any third party; or (c) the Owner’s/Driver’s use or misuse of the DigiTruck Limited
 
OTHER TERMS AND CONDITIONS OF USE:

1)	DigiTruck Ltd will not be responsible if any of the Shippers/Drivers/Owners/Agencies or any other person is directly or indirectly involved in carrying illegal products or performing illegal activities during transportation.
2)	DigiTruck Ltd will not be responsible if any of the shipments is cancelled due to any accident/mechanical problem/weather/political strike or any other unexpected event. But the company will try to provide another shipment as soon as possible if the Owner demands.
3)	The Shipper will be responsible for loading the goods whereas the receiver will be responsible for unloading it. Loading or Unloading will have to be done following the direction formulated on the basis of mutual discussion between the shipper and the receiver or as preferred by the Shipper. DigiTruck will not be responsible for any kind of trouble or unwanted event during loading or unloading.
4)	The shipper or owner of the vehicle will receive compensation from the insurance company if the goods or the vehicle faces any damage due to any accident (according to the insurance policy of the concerned insurance company). DigiTruck Ltd will try to help the shipper/owner to get the compensation but will not be bound to help.
5)	In case of any accident, the DigiTruck Ltd will try to send their support/rescue team as early as possible if the owner agrees to pay the required chargers but will not remain bound to provide any such service. 
6)	DigiTruck Ltd, the Shipper and the Owner will have the right to track the location of the vehicle and to monitor the vehicle through electronic devices.
7)	DigiTruck Limited will be the legal owner of ……. % profit) from each trip and will share the rest of the profit with the Owner.


TIME PERIOD AND TERMINATION:

This Agreement will remain effective in full force while you use the service of DigiTruck at any time, at any place and under any circumstance. DigiTruck reserves the legal right to terminate this Agreement at any time and under any circumstance in its sole discretion without any prior notice stopping the Owner from using its service if the Owner violates any of the terms of this Agreement or violates any of the laws of the concerned state/country or shows poor performance as an Owner or is unable to comply with the Terms and Conditions of this Agreement or if DigiTruck wants.


 
ENTIRETY OF AGREEMENT:

This Agreement represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations and agreements between the parties except any written Agreement which is in effect and signed by duly authorized representatives of both the parties.

GOVERNING LAW:

The construction, interpretation, implementation and enforcement of this Agreement shall be governed by the laws of the People’s Republic of Bangladesh.  The courts of the People’s Republic of Bangladesh shall have jurisdiction over any action arising out of this Agreement.
Both parties agree that either or both of the parties will have the right to take any legal action (according to the rules and laws of the People’s Republic of Bangladesh) against the other party based on this Agreement and the laws of the Peoples’ Republic of Bangladesh.

GENERAL PROVISIONS:

The parties acknowledge and understand that they must be able to fulfill their responsibilities under this Agreement in accordance with the provisions of the law and regulations that govern their activities. Nothing in this Agreement is intended to negate or otherwise render ineffective any such provisions or operating procedures. The parties assume full responsibility for their performance under the terms of this Agreement.
If at any time either party is unable to perform their duties or responsibilities under this Agreement consistent with such party’s statutory and regulatory mandates, the affected party shall immediately provide written notice to the other party to establish a meeting/discussion for resolution of the matter.

UNCONTROLLABLE OR INEVITABLE EVENT:

If the performance of any parties’ obligation under this Agreement is proven to be materially and adversely affected as a result of any kind of uncontrollable or inevitable events which is reasonably beyond the control of either of the parties, then such party may be excused from performing its respective obligations hereunder during the existence of such uncontrollable event and for such a period of time such inevitable event continues provided that the party thus affected by any such uncontrollable force/event notifies the other party as early as possible. In any such case, the parties may mutually agree to temporarily suspend their performance under this Agreement for a term mutually agreed between them and this temporary suspension must be finalized through written Document/Agreement.

DISPUTE RESOLUTION:

The parties to this Agreement agree that should any dispute arise through any aspect of this relationship, including, but not limited to, any matters, disputes or claims, the parties shall confer in good faith to promptly resolve any dispute. In the event that the parties are unable to resolve the issue or dispute them, then the matter shall be mediated and/or arbitrated in an attempt to resolve any and all issues between the parties.
The parties agree that any claim or dispute that arises from this Agreement, the relationship or obligations contemplated or outlined within this Agreement, if not resolved through mediation, shall then go to and be resolved through final and binding arbitration following the laws of arbitration of Peoples’ Republic of Bangladesh. Any decision reached by the arbitrator shall be final and binding and, if required, may be entered as a judgement in any court having jurisdiction.
Each party shall appoint its own arbitrator and the arbitrator of the parties so appointed shall appoint the third arbitrator who shall be the chairman of the arbitral tribunal.
In the event that the dispute is not resolved through arbitration because of any relevant cause or the arbitrators failed to take any decision to resolve the case, then either or both of the parties may take necessary actions to take the help of the court in an attempt to resolve the dispute.

SEVERABILITY:

Should any portion of this Agreement be judicially determined to be illegal or unenforceable, the remainder of the Agreement shall continue in full force and effect, and DigiTruck will reform the terms affected by the severance whenever it desires.

WRITTEN AGREEMENT:

In the event that any separate written Agreement or Contract is made and entered into the Owner and DigiTruck limited signed by duly authorized representatives of both the parties which is in effect and legally binds the parties and legally governs the parties’ rights, this Agreement shall govern to the extent it doesn’t conflict with the Terms and Conditions of any such written Agreement.AMENDMENT:
DigiTruck reserves the right to make any kind of change or modification or amendment to the terms and conditions of this Agreement whenever it desires. Those changes and modifications will be deemed to be effective from the time they were updated on this Website. You’re completely responsible to keep yourself updated and informed regarding all such changes and amendments. DigiTruck may sometimes decide to send you notifications in case of any such amendment but will not be legally bound to notify you.

ASSIGNMENT:

The parties hereto shall have the right to assign its rights and obligations under this Agreement to any entity, including, without limitation to its any Affiliated or Subsidiary entity only if the party involved in assigning its rights/obligations to a third party notifies the other party through written document well before the event/events and the other party approves any such assignment through written document and none of the provisions of this Agreement is breached through assigning these rights/obligations to a third party.

CONFIDENTIALITY:

The parties agree that none of them shall in any circumstance disclose any of the secrets or confidential information which they will know subsequently during working together without written permission of the other party.
Disclosure of any information by any party in any circumstance which can be considered confidential to any extent shall be considered as an offense and the victim of any such disclosure will have the right to take any legal action against that offense based on the laws of the Peoples’ Republic of Bangladesh.

WAIVER:

The failure to exercise any of the obligations or rights provided in this Agreement shall not be a waiver of prior or subsequent obligations or rights.

HEADINGS:

Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of any such section.