1 DEFINITIONS IN CONTRACT

1.1 Definitions:

(a) “COD” means the collection of cash payments performed by Ninja on behalf of the Shipper from the Shipper’s customer(s) and in relation to lawful purchases made by the said customers from the Shipper.

(b) “Dash” means delivery services ordering and management software known as Dash or Dashboard that is proprietary to Ninja and accessible by individuals or businesses through the internet for the purpose of ordering, receiving and managing logistics and other services provided by Ninja from time to time.

(c) “Ninja” means PT Andiarta Muzizat, which is the contracting party entering into this Agreement with the Shipper.

(d) “Ninja Van Mobile App” means iOS and Android mobile devices software applications (including Ninja Biz) proprietary to and licensed by Ninja to individuals or businesses for the purpose of ordering, receiving and managing logistics and other services provided by Ninja from time to time.

(e) “Packaging Guidelines” means any and all instructions (howsoever described or titled) to shippers regarding the packaging of parcels that may be accessed and read on www.ninjavan.co.

(f) “Prohibited Goods List” means any and all instructions (howsoever described or titled) regarding goods, products and other physical items that shippers shall not ship through Ninja that may be accessed and read on www.ninjavan.co.

(g) “Shipper” means anyone who has downloaded and accessed and registered, or attempted to register, for a shipper account through the Ninja Van Mobile App or Dash for the purpose of ordering or receiving logistics or other services from Ninja.

 

2 ENTIRE CONTRACT

2.1 This Ninja Biz Standard Terms and Conditions consists of the terms and conditions herein, the Packaging Guidelines and the Prohibited Goods List, which collectively govern: (i) the Shipper’s access and use of the Ninja Van Mobile App and Dash; (ii) the provision of all services ordered by Shipper through the Ninja Van Mobile App and Dash; and (iii) the Shipper’s receipt of information from Ninja and management of all Ninja’s services, whether ordered through the Ninja Van Mobile App, Dash or otherwise (the “Agreement”).

2.2 Upon downloading and accessing the Ninja Van Mobile App, or attempting to register a shipper account through the Ninja Van Mobile App (whether such registration is successful or otherwise), the Shipper unequivocally accepts and agrees to the Agreement.

2.3 In particular, the Shipper agrees that it is legally and irrevocably bound to all clicks, selection and data inputs made on Ninja Van Mobile App and Dash, and they shall be valid and admissible in any court or tribunal and the Shipper irrevocably waives all objections to the effect that its acceptance, clicks, selections and data inputs are legally invalid. 

2.4 If any clicks, selection or data inputs are made on Ninja Van Mobile App and Dash erroneously, the Shipper shall without delay correct them or notify Ninja of such error(s). Prior to any resolution of error(s) by Ninja, the Shipper is bound by its erroneous clicks, selection and data inputs.

2.5 Shipper agrees that Ninja may in its discretion from time-to-time revise any terms of this Agreement, including any pricing, fees and discounts, by notification through email, Ninja Van Mobile App, Dash, Ninja’s website or any other means. Shipper shall review Ninja Van Mobile App, Dash or Ninja’s website for any such revised terms. Once Ninja notifies revision of this Agreement and Shipper creates an order for any services, such revised Agreement is binding on and deemed to be accepted by the Shipper. Ninja is not obliged to inform Shipper of any reasons for any revision.

2.6 Notwithstanding Clause 2.5, Ninja is not obliged to notify Shipper of any revision to Packaging Guidelines or Prohibited Goods List before these revisions are effective. Shipper agrees that it is obliged to check for the prevailing versions of the Packaging Guidelines and Prohibited Goods List before placing orders for any logistics services from Ninja.

2.7 Anything in this Agreement where it is provided that Ninja has the absolute discretion to exercise a right or entitlement, or Ninja may or will notify the Shipper, may be carried out by way of automated functions or notifications through Ninja Van Mobile App or Dash, which are binding and effective on the Shipper. 

3 NINJA’S DELIVERY SERVICES

3.1 On acceptance of this Agreement, Shipper may create or use a shipper account on Ninja Van Mobile App and/or Dash (or their successor(s) digital products proprietary to or licensed by Ninja), which Shipper acknowledges and irrevocably agrees to be Ninja Logistics Pte. Ltd.’s proprietary software platform and web-based portal for shippers to access and obtain logistics and other services from Ninja.

3.2 At any time, including before the Shipper submits an order for services from Ninja or before Ninja provides any services to the Shipper, Ninja may request the Shipper for documents and information necessary for the identification of the Shipper and/or its business establishment. Shipper agrees to comply with such request(s) from Ninja and will promptly provide the necessary documents and information, failing which Ninja is entitled to suspend or terminate the use of Shipper’s account or the delivery of any services for the Shipper. If Ninja exercises such right to suspend or terminate, Shipper shall pay for all services ordered.

3.3 Shipper agrees to the following in relation to Ninja’s delivery services ordered by Shipper on Ninja Van Mobile App or Dash:

(a) No title or property rights in the Shipper’s parcels shall pass or be transferred to Ninja.

(b) Ninja shall not be obliged to open and inspect any parcel provided by the Shipper. 

(c) If inquired by authorities or reasonably necessary, Ninja and its agents have the right to relabel or open and inspect any parcel of the Shipper without prior notice and charge relabelling and/or repackaging fees to Shipper.

(d) Ninja will carry out delivery and other services under this Agreement by: (i) relying on delivery details provided by Shipper on the Ninja Van Mobile App or Dash for the pickup, delivery and return of parcels; (ii) following its own prevailing routing, diversions or its standard operating procedure for delivering the parcels; and/or (iii) using every reasonable effort but without any guarantee of deadlines for pickup, delivery and return of parcels (collectively, the “Delivery Services”), always provided that Ninja may  in its discretion and at any time reject an order for Delivery Services by the Shipper, or change its delivery operational routing and standard operating procedures. 

(e) Ninja does not represent that its services meet any service level or industry standard.

(f) Ninja’s prevailing standard operating procedures, routing and schedules, even if published on Ninja’s websites and marketing materials, are not legally binding and do not form part of this Agreement.

(g) If a delivery cannot be made for any reason whatsoever, Ninja will make reasonable efforts to return the parcel to the Shipper (which shall be deemed as completed delivery); failing which, Shipper authorises Ninja to treat the parcel as abandoned and dispose of the parcel as Ninja deems fit, including but not limited to destroying or reselling parcel’s contents.

(h) Shipper shall ensure that it is ready and available during all pickup of parcels and delivery of returned parcels agree that Ninja’s personnel is not obliged to wait for Shipper.

(i) Unless Shipper notifies Ninja with reasonable proof within 7 days, pickup, delivery, return of parcels and/or collection of cash by Ninja are deemed completed when Ninja sends a notification through the Ninja Van Mobile App, or otherwise, to Shipper, and Shipper irrevocably accepts the completion of the services. Proof of delivery may be provided by Ninja in its discretion and any claims by Shipper that Ninja did not carry out the services shall be resolved and determined by Ninja in its absolute discretion.

4 CASH ON DELIVERY COLLECTION SERVICES

4.1 At the Shipper’s election in respect of a delivery ordered by Shipper on Ninja Van Mobile App or Dash, Ninja will perform collection of COD by (a) relying on the information on Dashboard as provided by Shipper; and (b) taking reasonable efforts to collect cash payment from the parcel recipient prior to handing over the parcel.

4.2 Notwithstanding any term in this Agreement, Ninja may in its discretion decline to perform COD Services for any parcel.

4.3 Ninja has a strict policy against abuse of staff and Shipper acknowledges that Ninja cannot control parcel recipient’s behaviour and conduct. If parcel recipient insists on opening or otherwise damages the parcel, Ninja shall not be responsible for any parcel damage or failure to collect cash payment. If parcel recipient is abusive, Ninja may deny delivery services to recipient.

5 CUSTOMS, EXPORT AND IMPORT

5.1 Where necessary, Ninja may perform any of the following activities on the Shipper’s behalf in order to carry out delivery services for the Shipper: (a) complete and endorse any forms and documents to be submitted to customs and other authorities; (b) act as Shippers’ agent for the purposes of customs clearance, import control and export control; and (c) all other reasonable and necessary acts necessary to complete the delivery services. If Shipper does not comply with the aforementioned, Ninja may in its discretion charge Shipper for the full fees of delivery services and all costs incurred.

6 SHIPPER’S WARRANTIES AND OBLIGATIONS

6.1 Shipper agrees and warrants that: 

(a) Shipper will ensure that only Shipper’s authorised representatives may use Ninja Van Mobile App and Dash to place delivery orders or request for other services from Ninja. Ninja is not liable for any person’s wrongful use of Shipper’s account unless Ninja had directly caused such wrongful use.

(b) Shipper will provide for delivery only safe parcels that comply with Packaging Guidelines and are not prohibited by any laws or the Prohibited Items List.

(c) Shipper will comply with all applicable personal data and privacy laws and, in any event, provide Ninja with personal and delivery information that are collected legally.

(d) Shipper will provide all complete and truthful details (including description of parcel’s content) as reasonably required by Ninja to complete services for the Shipper.

(e) Shipper shall ensure that the contents of the parcel are permitted under applicable local laws to be shipped and/or sold.

(f) Shipper shall request Ninja to perform COD only in respect of parcels ordered by the parcel recipients and, upon request, will provide proof of the same to Ninja.

(g) Shipper shall handle and resolve, at its own costs, all complaints from its parcel recipients relating to the delivery and COD services performed by Ninja.

(h) If Shipper claims that there are any errors displayed on the Ninja Van Mobile App or Dash (including all errors regarding deposit balance and fees for services performed by Ninja), Shipper shall within 3 days inform Ninja of such claimed errors and Ninja shall resolve them within a reasonable period of time and Ninja’s decision regarding the claimed errors is final and binding on the Shipper.

(i) Shipper has the authority, capacity and all required business and trading permits and licences to enter into this Agreement.

(j) Shipper shall, upon Ninja’s request, provide identification documents to verify the business of and parcels shipped by the Shipper.

(k) Shipper will not use the services of Ninja (including Ninja Van Mobile App and Dash) to carry out any illegal or unethical acts or for any abusive, illegal or unethical purposes.

(l) All parcels handed over to Ninja are packed by Shipper’s authorised persons in accordance with this Agreement without unauthorised person’s interference.

(m) Shipper shall ensure that all persons handing over parcels to Ninja are Shipper’s authorised personnel and the Shipper agrees to be bound by acts and omissions of such personnel, even if the persons at the Shipper’s address are not authorised. 

(n) Shipper shall ensure that Shipper’s authorised personnel are present at Shippers’ return address to accept returns of parcels and the Shipper agrees to be bound by acts and omissions of such personnel, even if the persons at the Shipper’s address are not authorised. 

(o) If Shipper is acting as an agent of a third party, Shipper shall provide all necessary documents to identify the principal, upon Ninja’s request, and procure its principal to comply with this Agreement as if they are the Shipper and Shipper agrees that its principal’s breach of this Agreement is deemed to be Shipper’s breach.

(p) Shipper shall not use Ninja’s trademarks, logos or other intellectual property rights without Ninja’s prior written consent.

(q) Shipper shall at all times comply with all terms and conditions of this Agreement.

6.2 If Shipper breaches any of the foregoing warranties or obligations, without prejudice to any other remedies that Ninja has under this Agreement or applicable laws, Ninja may apply one or more of the following: 

(a) Ninja may dispose Shipper’s parcels as it sees fit; 

(b) Shipper indemnifies and hold harmless Ninja and Ninja Logistics Pte. Ltd. (Ninja’s Singapore-incorporated parent company) in relation to all losses, damages and legal costs, whether brought by third parties or not, that Ninja or Ninja Logistics Pte. Ltd. may suffer as a result of such breach;

(c) Ninja may without prior notice to the Shipper suspend services to the Shipper and/or suspend or terminate Shipper’s access to the Ninja Van Mobile App and/or Dash until Ninja determines that Shipper is no longer in breach or has rectified a breach; and/or

(d) Ninja may without prior notice to the Shipper withhold any amounts due to Shipper to settle any losses, damages and legal costs claimed against or incurred by Ninja.

7 FEES PAYABLE BY SHIPPER TO NINJA

7.1 In respect of the delivery services and COD services ordered from Ninja through the Ninja Van Mobile App or Dash, Shipper shall pay Ninja the fees, less any discounts, and all other costs as may be displayed from time-to-time on the Ninja Van Mobile App or Dash.

7.2 Unless the fees or discounts are displayed in the Ninja Van Mobile App or Dash, any fee rate or discounts seen by the Shipper from any marketing messages or any other source shall not apply to the Shipper.

7.3 Shipper agrees that Ninja may, without prior notice to the Shipper and in its absolute discretion, vary its fee rates and discounts at any time.

7.4 The payment method available to the Shipper, as described in this Agreement, shall be decided by Ninja in its absolute discretion.

8 PRE-PAYMENT AND DEPOSIT

8.1 At any time, Ninja may in its discretion require Shipper to place a cash deposit with Ninja for all or some of the services ordered by the Shipper from Ninja. If Shipper does not comply with the aforesaid, Ninja may invoke the remedy in Clause 6.2(c).

8.2 If a deposit has been placed with Ninja, all fees delivery services and COD services are due and payable immediately prior to the commencement of services by Ninja. Once any order for services is made by Shipper, Ninja is entitled to, but is not obliged to, immediately deduct the fees for such services from the Shipper’s deposit placed with Ninja.

8.3 If the deposit placed by Shipper with Ninja is insufficient to pay for the fees of services ordered by Shipper, Ninja may in its absolute discretion refuse to carry out all or some of the services ordered until the Shipper has provided further deposit(s) or full payment to pay for all of the services ordered by Shipper.

8.4 The weight and dimension of the parcels handed over by Shipper to Ninja for delivery shall be determined by Ninja in its reasonable discretion and if such weight or dimension of parcels are in excess of what was informed by Shipper or the maximum permitted under the shipping rate selected by Shipper, Ninja is entitled to charge additional fees as determined in Ninja’s discretion and Shipper agrees to pay for the same.

8.5 All deposits placed by Shipper with Ninja may only be used to pay for services performed by Ninja.

8.6 Any request for refund of deposits by the Shipper may be refused by Ninja in its absolute discretion.

8.7 Shipper agrees that the amount of deposit and amount(s) deducted by Ninja as displayed and accessed through the Ninja Van Mobile App and Dash shall be final and binding on the Shipper.

9 ADVANCE PAYMENT FOR NINJA’S SERVICES

9.1 At any time, Ninja may in its discretion require Shipper to pay in full and in advance for all or some of the services ordered by the Shipper from Ninja. If Shipper does not comply with the aforesaid, Ninja may invoke the remedy in Clause 6.2(c).

9.2 If Shipper is required to pay for services in advance, Shipper shall make payment via any payment gateway, bank transfer or Clause 9.3 as decided by Ninja from time-to-time and Shipper agrees that Ninja shall not be liable for any errors of the Shipper in making such advance payments or errors of the payment gateway or recipient bank.

9.3 In addition to payment through payment gateway or bank transfer specified in Clause 9.2, Ninja may in its absolute discretion make available to Shipper the payment option of making full payment on the pickup of parcels that the Shipper requests for Ninja to deliver. If Ninja makes available this option to the Shipper and Shipper selects this option, Shipper shall ensure that full cash payment is made to Ninja’s delivery personnel at the pick-up of the Shipper’s parcels; failing which, Ninja may in its discretion reject the whole or part of the pick-up and charge Ninja’s prevailing fee on the Shipper for the failed pick-up.

9.4 The weight and dimension of the parcels handed over by Shipper to Ninja for delivery shall be determined by Ninja in its reasonable discretion and if such weight or dimension of parcels are in excess of what was informed by Shipper or the maximum permitted under the shipping rate selected by Shipper, Ninja is entitled to charge additional fees as determined in Ninja’s discretion and Shipper agrees to pay for the same.

9.5 All payments for services made are not refundable. Any request for refund by the Shipper may be refused by Ninja in its absolute discretion.

9.6 Shipper agrees that the amount(s) paid by Shipper to Ninja as displayed and accessed through the Ninja Van Mobile App and Dash shall be final and binding on the Shipper.

10 PAYMENT IN ARREARS (OR POST-PAID SERVICES)

10.1 Ninja may in its discretion permit the Shipper to pay in weekly or monthly arrears. Upon commencement of delivery Services and COD services, Ninja may at any time in its discretion issue invoices to the Shipper (“Shipper Invoice”).

10.2 The Shipper Invoice shall state the fees payable by Shipper to Ninja for delivery, COD and other services carried out by Ninja in the invoicing period stated therein.

10.3 For every single Shipper Invoice, Shipper agrees that:

(a) Ninja will compute fees payable by Shipper according to weight of parcels as reasonably determined by Ninja, which Shipper shall accept, and according to the Delivery Services Pricing (and all varied prices) effective at the point of order creation.

(b) Ninja may in its sole discretion apply any amounts collected by Ninja for Shipper under COD services towards the payment of Ninja’s fees for delivery, COD and other services carried out by Ninja for the Shipper. Upon such application, Shipper is obliged to pay the balance amount (if any) to Ninja.

(c) Unless extended by Ninja in writing, or as per the Shipper Invoice, the amount (or balance amount) as stated in the Shipper Invoice is due and payable by Shipper to Ninja on the 7th day from the date of the Shipper Invoice.

(d) For non-payment or late payment, Shipper agrees that Ninja may charge a fee of 12% per annum, or otherwise indicated in Shipper Invoice, on any due sum unpaid by Shipper. 

10.4 No later than 28 days from the end of a calendar month, Ninja will provide COD collection statement (by posting on Ninja Van Mobile App, Dash or otherwise) and pay over to Shipper all COD collected by Ninja in the said calendar month, always provided that Ninja may first apply COD towards the payment of Ninja’s fees and settlement of all liability due from Shipper to Ninja. Upon such an application, Ninja shall pay over the balance cash amount (if any) to Shipper.

10.5 Ninja’s obligation to make any payment under this Agreement is deemed completed upon remittance to the Shipper’s bank account stated in Ninja Van Mobile App or Dash.

10.6 The Shipper has 7 days from the date of collection of any COD to inform Ninja in writing about any dispute, discrepancy or incorrectness, failing which the Shipper agrees that the Shipper Invoice and/or COD collection statement is deemed to be complete and correct. Shipper agrees that any dispute, discrepancy or incorrectness shall be reasonably investigated and resolved by Ninja and conclusive and binding on the Shipper.

10.7 Shipper shall not withhold any payment even if there is a dispute, except that Shipper may withhold payment of the specific amount(s) that Shipper has informed Ninja of a dispute, discrepancy or incorrectness as per Clause 10.6.

11 NINJA’S LIABILITY

11.1 If Ninja is unable to perform any services under this Agreement by reason of any events beyond its control (including but not limited to civil unrest, war, governmental regulations, inspections by authorities, pandemic-related measures, natural disaster and acts of god) and interrupts the ordinary performance of services by Ninja (“Force Majeure Event”), Ninja’s obligation to perform the services shall be immediately suspended for the period that the Force Majeure Event subsists, and Ninja shall not be liable to Shipper for any losses and damages whatsoever.

11.2 WITH REGARDS TO ANY LOSS OR DAMAGE OF A PARCEL (INCLUDING THEIR CONTENTS), THAT ARE REASONABLY ATTRIBUTED TO NINJA’S FAULT AND NOT ATTRIBUTED TO A FORCE MAJEURE EVENT, NINJA LIABILITY TO COMPENSATE THE SHIPPER SHALL BE LIMITED TO THE VALUE OF THE PARCEL’S CONTENTS (AS DECLARED BY SHIPPER), OR 10 TIMES OF PARCEL DELIVERY FEE, OR MAXIMUM IDR 750.000,- (SEVEN HUNDRED FIFTY THOUSAND RUPIAH), WHICHEVER IS LOWER. UNLESS A CLAIM FOR LOSS OR DAMAGE OF PARCEL IS MADE WITHIN 7 DAYS FROM THE COMPLETION OF DELIVERY SERVICES AND ACCORDING TO NINJA’S PREVAILING STANDARD PROCEDURES, SHIPPER IRREVOCABLY AND PERPETUALLY WAIVES ALL CLAIMS FOR LOST OR DAMAGED PARCELS.

11.3 IF SHIPPER AGREES TO PAY NINJA A HIGH PARCEL LIABILITY COVER FEE IN RESPECT OF A PARCEL THAT IS THE SUBJECT OF DELIVERY SERVICES, NINJA AGREES TO EXTEND ITS LIABILITY TO COMPENSATE SHIPPER UNDER CLAUSE 11.2 TO THE FULL VALUE OF THE PARCEL OR THE MAXIMUM HIGH PARCEL LIABILITY COVERAGE IDR 10.000.000 (TEN MILLION RUPIAH), WHICHEVER IS LOWER.

11.4 NINJA SHALL NOT BE LIABLE TO THE SHIPPER FOR ANY LOSSES AND DAMAGES ARISING FROM ANY CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO DELIVERY DELAYS, UNAVAILABILITY OF NINJA’S SOFTWARE AND/OR ANY OTHER CIRCUMSTANCES (WHETHER ATTRIBUTABLE TO NINJA’S FAULT OR OTHERWISE), CONSEQUENTIAL LOSSES, LOSS OF PROFITS, LOSS OF REVENUE AND THIRD PARTIES’ CLAIMS AGAINST SHIPPER HOWSOEVER ARISING.

11.5 Without prejudice to any other clause in this Agreement if any, exclusion of Ninja’s liability for a claim, loss or damage in this Agreement is rendered illegal, invalid or unenforceable, Ninja’s liability for that claim, loss or damage shall be limited to a refund of the service fees paid by the Shipper to Ninja.

12 PRIVACY AND DATA MANAGEMENT

12.1 By registering, or attempting to register, a shipper account through the Ninja Van Mobile App or Dash, Shipper acknowledges and warrants that the personal data it has provided to Ninja is correct and accurate, and that it has reviewed and consented to its personal data being managed in accordance with the terms of Ninja Van’s Privacy Policy, accessible through the Ninja Van Mobile App and on Ninja’s website.  

12.2 In some countries where we operate, Ninja may be required by law or Ninja’s internal risk-management policies to verify Shipper’s identity before providing services to Shipper. If necessary, Ninja will require proof of identity from Shipper when Shipper registers a shipper account. Such proof of identity will only be used for the purposes of verifying Shipper’s identity. If Ninja is unable to verify Shipper’s identity for whatever reason, Ninja reserves the right to suspend or terminate its services to Shipper at Ninja’s full discretion without liability. 

12.3 Shipper consents that the personal data that Ninja collects from Shipper will be used by Ninja or shared with third parties (including related Ninja companies, third party airlines or shipping lines, third party freight forwarders, third party customs agents, third party service or logistics providers, or third party sellers) for the purposes of or purposes reasonably related to (i) providing our services including facilitating Shippers’ use of Ninja’s services, access to Ninja’s platforms, to process orders submitted through Ninja’s platforms including payments made to Ninja online and the verification of such payments, (ii) ensuring timely and successful deliveries including tracking and analytics of deliveries, notifying and updated on the progress of a delivery, (iii) improving our service quality such as requesting for feedback, handling complaints or disputes, responding to queries or requests, monitoring or recording phone calls and other interactions for quality assurance and employee training and evaluation, (iv) conducting research and analytics to enable Ninja to better understand Shipper locations, preferences, and demographics, (v) processing any claims arising from Ninja’s services, (vi) managing Ninja’s administrative and business operations and complying with internal policies and procedures, (vii) accounting, legal, risk management, compliance, or record keeping purposes or meeting or complying with any applicable rules, laws, regulations, codes, or guidelines issued by legal or regulatory bodies that are binding on Ninja, (viii) sending marketing and/or promotional materials about Ninja or third parties’ products and services, provide information which Ninja thinks Shippers might find useful provided Shipper has not objective to being contacted for such purposes, which Shipper can unsubscribe from at any time by using the “unsubscribe” function within the electronic marketing material or any other means that Ninja makes available to the Shipper, or (viiii) exceptional circumstances such as when there are grounds to believe that the disclosure is necessary to prevent a threat to life or health, for law enforcement purposes, or for the fulfilment of legal and regulatory requirements or requests. 

12.4 When using Shipper’s personal data for any of the aforesaid purposes, Ninja may contact Shipper via regular mail, fax, e-mail, SMS, telephone, or any other electronic means. 

12.5 When using Shipper’s personal data for any of the aforesaid purposes, including in the course of sharing with third parties (including related Ninja companies, third party service or logistics providers, or third party sellers), Shipper’s personal data may be sent overseas to achieve such purposes. Shipper consents to such cross-border transmission of personal data and waives all objections to the same.

12.6 Ninja takes all reasonable steps to prevent Shippers’ personal data from unauthorised disclosure. We do not disclose Shippers’ personal data except for the aforesaid purposes or when required by law. In connection with this, we may disclose Shippers’ personal data to (i) our subsidiaries, affiliates, and employees to provide and fulfil our services and obligations to Shippers, (ii) our agents, contractors, or third party service providers who provide operational services and support to assist in the fulfilment of Ninja’s services and obligations, (iii) Ninja’s consultants and professional advisors, (iv) the relevant regulatory bodies, statutory boards, or law enforcement agencies, or(v) any other party to whom Shipper has provided their consent for such disclosure.  In the event that Shipper’s Personal Data is disclosed to such third parties, Ninja will ensure that those third parties observe similar disclosure and protection obligations. 

12.7 By using Ninja’s services under this Agreement, Shipper acknowledges that it is responsible to collect and provide personal data to Ninja in accordance with the relevant personal data protection laws. Shipper represents and warrants that any personal data it provides to Ninja for the purposes of enabling Ninja to provide the services has been collected and provided to Ninja in full compliance with the relevant personal data protection laws and Ninja’s Privacy Policy. 

12.8 Shipper may contact Ninja’s Data Protection Officer via the contact channel specified at www.ninjavan.co to access, amend, correct, or edit Shipper’s personal data in Ninja’s systems, withdraw consent for Ninja to use Shipper’s personal data, report unauthorised use of Shipper’s personal data, or raise concerns and questions regarding Shipper’s personal data. Ninja will get back to Shipper within 48 hours. 

13 NINJA VAN MOBILE APP AND DASH END-USER LICENCE

13.1 Shipper agrees that Ninja Van Mobile App (including Ninja Biz) and Dash are software products proprietary to and owned by Ninja Logistics Pte. Ltd. and will not (i) use them for an illegal or immoral purpose; (ii) modify or adapt Ninja Van Mobile App and Dash without Ninja Logistics Pte. Ltd.’s prior written consent; or (iii) reverse engineer or copy Ninja Van Mobile App and Dash for any purpose whatsoever.

13.2 Ninja Logistics Pte. Ltd. grants Shipper a limited license to use Ninja Van Mobile App and Dash for the sole purpose of ordering, receiving and managing services provided by Ninja and companies affiliated to Ninja Logistics Pte. Ltd. and their subcontractors.

13.3 Shipper agrees that it does not have the permission to permit any third parties, other than Shipper’s authorised personnel, to access or use Ninja Van Mobile App and Dash.

13.4 If Shipper breaches any clause in this Clause 13, it shall indemnify and hold harmless Ninja and Ninja Logistics Pte. Ltd. and its affiliated companies for all losses and damage, including consequential losses, arising from the Shipper’s breach.

14 OTHER CLAUSES

14.1 Either Ninja or Shipper may terminate this Agreement by closing the shipper account in accordance with Ninja’s prevailing process. All rights, obligations and benefits that accrued prior to the termination date shall be unaffected.

14.2 This Agreement forms the entire legally binding and valid contract between Ninja and the Shipper and supersedes all prior versions of signed contracts and understanding. Prior agreements between Ninja and the Shipper that concerns the subject-matter herein are deemed to be terminated.

14.3 Shipper shall keep confidential and not disclose to anyone the rates, terms and Ninja’s performance under this Agreement.

14.4 Ninja may subcontract any part of or the whole of this Agreement to an affiliate of Ninja Logistics Pte. Ltd. or third party to perform on behalf of Ninja.

14.5 Shipper may not assign, transfer or novate any obligations or benefits under this Agreement without Ninja’s written consent.

14.6 Ninja may assign, transfer or novate any obligations or benefits under this Agreement without Shipper’s written consent and Shipper shall take all steps necessary to enable Ninja to complete such assignment, transfer or novation.

14.7 Ninja may at its discretion set off any sums and liability due and payable from the Shipper to Ninja, whether under this terms or otherwise, against any sums and liability due and payable from Ninja to Shipper, whether under this terms or otherwise. Upon such set off, Ninja shall notify the Shipper and may claim against the Shipper for any sums and liability that remains unpaid or unsatisfied. 

14.8 This Agreement may not be enforced by and does not confer any benefit on any third parties.

14.9 No delay in exercising any right shall constitute a waiver. No waiver shall be valid unless in writing and signed.

14.10 If any clause or part of this Agreement is invalid, illegal or unenforceable for, that clause or part of this Agreement shall be severed from this Agreement and the remainder of the Agreement shall remain valid and enforceable.

14.11 This Agreement shall be governed by the laws of Republic of indonesia.

14.12 All disputes arising from this Agreement shall be submitted by the Shipper to the Courts of South Jakarta and Shipper shall not submit any disputes to any consumer tribunal.