Pakpobox Account Registration Terms & Conditions

This Agreement is made BETWEEN

Starling Labs Limited and/or Shopline Solutions Limited (as the case may be)(hereinafter “SHOPLINE"), whose business address is 21F, Nam Wo Hong Building, 148 Wing Lok Street, Sheung Wan, Hong Kong,

And

You, as the Merchant under this Agreement, collectively referred to as the "Parties".

Definition

Pakpobox: refer to Pakpobox Hong Kong Limited, who provides order fulfillment service with smart lockers under the brand name of “Pakpobox” and/or “Alfred” and/or “CaiNiao”.

WHEREAS:

(i) Merchant agrees to register a sub-account to use Pakpobox’s service under SHOPLINE’s master account (ii) The Parties wish to enter into a business relationship in relation to the supply of such services and wish to lay down the terms and conditions applicable to their business relationship in this Agreement.

NOW THEREFORE, the Parties have agreed on the following terms and conditions:

1. Term

1.1 By accepting this Agreement, it also means Merchant is accepting Pakpobox’s Terms of Service (https://alfred.delivery/en/terms-of-services/)

1.2 SHOPLINE does not guarantee Merchant’s success in opening the sub-account with Pakpobox. Pakpobox has the sole and final decision in accepting or rejecting the account opening request.

2. Services and Charges for Services

Pakpobox shall provide the order fulfillment services with Alfred and CaiNiao smart lockers ("Services") to Merchant in accordance with Terms of Service mentioned in Clause 1.1.

In consideration of the Services, Merchant shall pay to SHOPLINE the amounts described in the Pricing Schedule annexed hereto as EXHIBIT A, which rates shall continue to apply until further notice. For any changes in rates, SHOPLINE shall notify Merchant in writing with one (1) month notice of change.

3. Invoices

3.1 In consideration of the Services, Merchant shall pay to SHOPLINE the amounts as agreed in clause 2 above.

3.2 Merchant acknowledges that Pakpobox determines the rates and charges for the Services provided to Merchant based upon the type of service and destination of the shipment.

3.3 SHOLINE will send the usage report to Merchant every month with breakdown by deliveries. 3.4 Invoice will be sent to Merchant on the first week of every month.

3.5 Merchant shall pay each invoice within seven (7) days after receipt of such invoice.

3.6 Merchant shall notify SHOPLINE, in writing, of any disputed invoice within seven (7) days after Merchant’s receipt of the applicable invoice and any portion of the invoice which is not in dispute shall remain due and payable within seven (7) days after Merchant’s receipt of the applicable invoice.

4. Termination

4.1 This Agreement shall be automatically terminated upon:

i. Merchant has stopped using SHOPLINE’s service; or

ii. Merchant has switched his SHOPLINE subscription plan to one that is not eligible to use the Services.

4.2 If Merchant failed to settle the payment of invoice within the said period mentioned in Clause 3, SHOPLINE has the rights to suspend the use of the Services with immediate effect until the invoice is settled.

4.3 This Agreement shall terminate immediately if Pakpobox becomes insolvent; files a petition or has a petition filed against it under the Bankruptcy Laws or any other laws for the protection of debtors and creditors; makes a general assignment for the benefits of creditors; admits in writing its inability to pay debts as they mature; suffers or permits the appointment of a receiver for its business or assets; or avails itself of or becomes subject to any other judicial or administrative proceeding that relates to insolvency or protection of creditor’s rights

4.4 This Agreement shall terminate immediately if either party becomes insolvent; files a petition or has a petition filed against it under the Bankruptcy Laws or any other laws for the protection of debtors and creditors; makes a general assignment for the benefits of creditors; admits in writing its inability to pay debts as they mature; suffers or permits the appointment of a receiver for its business or assets; or avails itself of or becomes subject to any other judicial or administrative proceeding that relates to insolvency or protection of creditor’s rights.

4.5 In the event that the defaulting party fails or is unable to correct any such default within fourteen (14) days, the non-defaulting party may terminate this Agreement on the fifteen (15th) day after the date of the written notice to the defaulting party without any liability to the defaulting party, other than payment for the Services rendered and reimbursement for expenses incurred, prior to the effective date of such termination and any such termination shall be without prejudice to any other rights the non-defaulting party may have.

4.6 Immediately upon the effective date of such termination under this clause 4, Merchant shall pay to SHOPLINE all outstanding fees for services rendered and shall reimburse SHOPLINE for all expenses incurred prior to such termination.

4.7 Despite any other provisions of this Agreement, this Agreement may be terminated without cause by either Party by giving to the other Party, as applicable, a one (1) month notice in writing of its intention to terminate the Agreement.

4.8 The provisions of this Agreement will survive the expiration or termination of this Agreement.

5. Notice of Claim

5.1 If Merchant wishes to make any claims from SHOPLINE for any loss and damage caused by mishandling by the Services, Merchant should notify SHOPLINE in writing within fourteen (14) days after the delivery of the shipment by Pakpobox. All claims, losses or damage must be substantiated by invoices. The maximum claims for each order is HK$500.

5.2 If Merchant wishes to deliver any liquid or fragile products, SHOPLINE will not accept any claim for this product.

5.3 Within thirty (30) days after Merchant notifies SHOPLINE of a claim, Merchant must send to SHOPLINE all relevant information about the claim. In order for SHOPLINE to process Merchant’s claims, Merchant must, to the extent possible, make the contents and the original packing available for SHOPLINE’s inspection.

6. SHOPLINE’s Representations and Warranties

6.1 Unless otherwise stated, Merchant represents and warrants to SHOPLINE that none of the shipment, or any other goods to be transported hereunder are:

i. negotiable instruments, securities, cash or the like, or other valuable items, or

ii. could be considered under any applicable environmental laws, rules or regulations, hazardous materials or substances the transportation of which hereunder may require special or specific handling, training, labeling, packaging, segregation, restricted articles statements, placards, inspection or other procedures or specifications, or

iii. constitute as illegal or contraband materials, items or substances or other items the transportation of which in accordance with the terms hereof would be deemed in violation of any applicable law, rule or regulation, and Merchant shall not tender to Pakpobox for transportation or other purpose, any such items.

7. Limitations of Liability and Indemnification

7.1 Pakpobox shall exercise such reasonable care in regards to any shipment for transport or otherwise handled by Pakpobox herein as a reasonable careful business person would exercise under like circumstances.

7.2 SHOPLINE shall not be liable for loss, damage, mis-delivery and non-delivery caused by events SHOPLINE cannot control including but not limited to acts of God, perils of air, weather conditions, acts of public enemies, acts or omissions of public authorities (including customs and quarantine officials with actual or apparent authority), or to any unpredictable delay under clause 9.3 or caused by the nature of the shipment or any defect characteristic or inherent vice thereof.

7.3 SHOPLINE shall indemnify and hold Merchant and its affiliates, controlling or subsidiary entities, directors, employees, officers, agents, subcontractors, licensors and suppliers harmless from and against all damages arising out of, or in connection with any claims arising from the Services and which damages are not directly caused by SHOPLINE or its affiliates, controlling or subsidiary entities, directors, employees, officers, agents, subcontractors, licensors and suppliers.

7.4 SHOPLINE shall not be responsible for any indirect, special, punitive, consequential or incidental claims, losses or damages, including but not limited to, loss or revenue or profits, business opportunities or customer goodwill in connection with this Agreement, whether Merchant or SHOPLINE, as the case may be, knew or should have known of the possibility of such damages occurring.

8. Confidential Information

8.1 For purposes of this Agreement, “Confidential Information” means data or information of either party that is confidential or proprietary in nature, the disclosure of which to, or use by, any unauthorized parties will be damaging to the owner thereof, and shall include but not be limited to, supplier lists, customer lists, pricing, personnel, subcontractors and subcontracting policies and records (including, but not limited to, the identity of the stocking location network members utilized by SHOPLINE, as well as all information regarding the same, including operational and other procedures, policies, pricing, customer information and other records and information), financial information, inventory and maintenance records, marketing information and policies, diagnostics and operational software and hardware and related documentation (including, but not limited to inventory management and related systems), and all updates, modifications and enhancements thereof, data processing information, operational information and policies, trade secrets and contracts, agreements and/or arrangements with customers and clients, and/or agents, and all analysis, notes, compilations, studies or other documents, whether prepared by Merchant, SHOPLINE or either of their representatives or others, which contain or reflect Confidential Information.

i. Each Party acknowledges that it may disclose to the other in connection with the performance of this Agreement, its Confidential Information. Such disclosure may be made via oral communication, in writing, by electronic or wire -transmission or otherwise, including but not limited to the transmission of data through the Internet.

ii. If either Party discloses any of its Confidential Information to the other Party, regardless of the media method used to disclose or collect the information, the Party receiving the Confidential Information shall

a. maintain it in confidence and shall not disclose, or afford access to, such Confidential Information or any portion of the Confidential Information to any person except those of its employees, agents or contractors having a need to know such portion to accomplish the purposes contemplated by this Agreement, and shall require each employee, agent or contractor, before receiving direct or indirect access to any Confidential Information to agree to be bound by the confidentiality obligations under this Agreement,

b. use at least the same degree of care in maintaining its secrecy as it uses in maintaining the secrecy of its own proprietary, confidential and trade secret information, but in no event less than a reasonable degree of care, and

c. use it only to fulfill its obligations under this Agreement unless hereafter agreed in writing by the Party owning such Confidential Information.

8.2 Information Not Protected

Notwithstanding the foregoing, neither Party shall have any obligation concerning any portion of the Confidential Information of the other Party which (i) was known or independently developed by such Party before receipt, directly or indirectly, from the other Party, (ii) is lawfully obtained directly or indirectly, by either Party from another party under no obligation of confidentiality, or (iii) is or becomes publicly available other than as a result of an act or failure to act by the receiving Party or its employees, agents or contractors.

8.3 Use of Customer Name

Notwithstanding the foregoing, Merchant hereby grants to SHOPLINE the authority to disclose to potential customers or other third parties the existence of the relationship between SHOPLINE and Merchant, and the fact that Merchant is a sub-account of SHOPLINE for using the Services, but not the terms and conditions described herein.

9. Miscellaneous

9.1 Amendments

This Agreement shall be amended or modified by SHOPLINE from time to time without prior notice to Merchant.

9.2 Force Majeure

Neither party shall be deemed to be in breach of this Agreement, or otherwise be liable to the other, by reason of any delay in performance or nonperformance of any of its obligations, other than the payment of money, under this Agreement, caused by an event or occurrence beyond its control or remedy (a “Force Majeure Event”), including, without limitation, Acts of God, natural disasters, acts of civil or military authority, government priorities, fire, floods, epidemics, quarantine, energy crises, strikes, wars, riots, terrorist acts or accidents, provided storage charges shall continue to accrue during the continuation of the Force Majeure Event. Immediately upon discovery of a Force Majeure Event, the affected party shall immediately notify the other party. The date for performance of any obligation under this Agreement which is delayed by a Force Majeure Event, shall be suspended for a period equal to the delay caused by such event, but in no event shall such suspension extend the Term (as hereinafter defined). If such Force Majeure Event results in a delay that continues for a period exceeding seven (7) days or more, the parties shall agree upon the best solution under the circumstances. In the event that no reasonable solution can be agreed upon, either party may give the other written notice of termination of this Agreement, which termination shall be effective thirty (30) days after such notice, unless the Force Majeure Event has been removed or obviated within such thirty (30) day period; provided that any termination of this Agreement pursuant to this section 9.3 shall not relieve Merchant of its obligation to pay any amounts due to SHOPLINE as of the date of such termination.

9.3 Order of Precedence

The Parties agree that in the event of discrepancy between:

i. the terms and conditions of this Agreement and the Exhibits attached hereto; and/or

ii. the terms and conditions of this Agreement and Pakpobox’s Terms of Service

(https://alfred.delivery/en/terms-of-services/)

this Agreement shall take precedence over the Exhibits and Pakpobox’s Terms of Service.

9.4 Severability

If any provision of this Agreement is found by any court or competent authority to be unlawful, invalid or unenforceable under the present or existing law, such provision shall be severed and the remaining provisions of this Agreement shall nonetheless remain lawful, valid and enforceable. The Parties agree to replace any such unlawful, invalid or unenforceable provision with a valid provision that most closely approximates the intent and economic effect of the unlawful, invalid or unenforceable provision.

9.5 Waiver

No single or partial exercise of any right, power or remedy or failure or delay in exercising any right, power or remedy by either party shall constitute as a waiver by that party of, or impair or preclude any further exercise of, that or any other right, power or remedy arising under this Agreement or otherwise.

9.6 Construction

The language in all provisions of this Agreement shall in all cases be construed simply, according to its fair meaning and not

strictly for and against any of the parties hereto. Without limitation, there shall be no presumption against any party on the ground that such party was responsible for drafting this Agreement or any party thereof.

9.7 Non-interference with Business

During the Term and for a period of six (6) months immediately following the termination of this Agreement, Merchant will not do any act or thing which may materially adversely affect the goodwill of SHOPLINE.

9.8 Governing Law

The laws of Hong Kong shall govern as to the interpretation, validity and effect of this Agreement, without giving effect to its conflicts of law provisions or any International laws or the laws of any other country or jurisdiction. Each of Merchant and SHOPLINE hereby consents and submits to the exclusive jurisdiction of, and agree to venue in, courts located in Hong Kong, for all actions or proceedings in any way, manner or respect, arising out of or relating to this Agreement.

EXHIBIT A

PRICING SCHEDULE

HONG KONG DELIVERY

1. Order fulfillment for a particular month,

3. Locker Size

i. 42 * 33 * 17cm

4. Alfred Point Size

i. 50 * 40 * 31cm

5. Maximum weight

i. 5KG per parcel

6. For pick-up services in commercial areas with fewer than 3 deliveries, there will be a HK$20 service charge.

7. For pick-up services in residential areas, , there will be a HK$20 service charge for each pick-up.

8. For pick-up services are not available for outlying islands.

9. Applicable to Alfred Points: Larger than 42 * 33 * 17cm (Alfred Locker size) but smaller than 50 * 40 * 31cm (Alfred Point Size), the parcel will automatically be charged as two waybills without prior notice.

For example,

If there are 150 orders with pick up service for the month, total air waybill cost = 150 x HK$25 = HK$3,750

If there are 250 orders with pick up service for the month, total air waybill cost = 250 x HK$24 = HK$6,000

If there are 150 orders without pick up service for the month, total air waybill cost = 150 x HK$20 = HK$3,000

STANDARD OPERATION PROCEDURES

1. Order upload to Pakpobox backend, and print out label

2. Email the packing list to operations@pakpobox.com to arrange pick up (order number, phone number, locker code)

3. Parcel delivered to the selected pickup location at T+2.

4. Customers have 48 hours to pick up the parcel

5. Parcel will return to Pakpobox warehouse for overdue

6. Merchant pick up from the warehouse or arrange for 2 nd attempt for free

TERMS AND CONDITIONS

1. The smart lockers and Alfred Points are for goods delivery and pickup purpose.

2. Pakpobox shall pick up goods from location requested by Merchant, and deliver the shipment to the selected pickup location. The pick-up hours of Pakpobox are as followed:

i. Monday to Friday (Exclude public holidays)

a. AM: 10:00 – 13:00 (Cut-off time: 09:30)

b. PM: 14:00 – 18:00 (Cut-off time: 12:30)

ii. Saturday (Exclude public holidays)

a. AM:10:00 – 13:00 (Cut-off time: 09:30)

iii. Saturday PM, Sunday and public holidays: Pickup service not available

3. For goods that have been delivered to Pakpobox logistics center, shipments to the selected pickup location can be done in two (2) business days. Shipments might be delayed during peak season, such as Singles’ Day or other festival periods.

4. Shipments will be held or delayed if:

i. Pakpobox system do not receive delivery information from Merchant

ii. the delivery label is not attached on the parcel

iii. The delivery information is missing on the delivery label

iv. The order number barcode is missing

5. Merchant should place delivery orders directly via Pakpobox online systems before arranging the pick up.

6. If the Merchant wish to deliver fragile or liquid goods (e.g. Glass product, ceramics products), SHOPLINE will not indemnify for any damage of the parcel.

7. Shipment delivered to the selected pickup location will be stored for 48 hours. For expired orders, Pakpobox will collect them from each locker and return to warehouse. Merchant can choose to pick up from warehouse or arrange 2 nd attempt for free. If merchant wish to restore a parcel, Merchant will need to contact Pakpobox for arrangement. For all shipments returned to Pakpobox’s logistics center, Merchant will need to retrieve it within three (3) days.

8. For expired, oversized and cancelled shipments, they must be collected by Merchant. If Merchant requests Pakpobox to arrange the return, additional delivery charge will be charged.

9. The quantity of all delivered shipments shall be subject to the data entered in the logistics center after Pakpobox's calculation. In case of any deviation between the total number of entries and the forecast, Merchant must notify Pakpobox to confirm within 48 hours.

10. If the shipment is misdirected to the incorrect pickup location due to the error of Merchant, the relevant shipment will be available for end-customer to pick-up after two (2) working days.

11. The end customer must use the delivery verification code issued by Pakpobox as the sole evidence for picking up the shipment.

12. When the shipments have been delivered to the selected pickup location, the end customer can only pick up from such location.

13. All shipments sent by Merchant are owned by Merchant. All shipments must be obliged by the Hong Kong Law and other administrative regulations, departmental regulations and national mandatory standards. SHOPLINE and Pakpobox shall not bear any legal responsibility for the shipment of Merchant.

14. Pakpobox CS support: Monday to Friday, 10:00 - 19:00 (Exclude public holidays) hotline support accessible through phone calls for enquiries or requests for services including but not limited to parcel status tracking, pick-up pin, repeat sending of SMS to end customer.

Pakpobox AccountRegistration Terms & Conditions