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© 2024 Xindus Trade, All Rights Reserved
LEGAL AGREEMENT

Website Terms & Conditions

Please read these Terms & Conditions carefully before accessing or using Xindus services, platform, and products.

Usage of the Services shall constitute acceptance of this Agreement and the applicable Annexures.

Table of Contents

01

1. Scope of Services

Xindus shall provide cross-border logistics, shipping, customs facilitation, Importer of Record (IOR), marketplace management, marketing of products and other allied services which shall be required in growth of the Customer (“Services”), including the products listed in Annexure A.

Service-specific terms, pricing, weight logic, surcharges, operational conditions, and product limitations shall be governed by applicable Annexures and/or web-based links shared by Xindus from time to time. Chargeable weight, dimensions, and shipment measurements as determined by Xindus or its authorized partners shall be final and binding for billing and operational purposes.

Usage of the Services shall constitute acceptance of this Agreement and the applicable Annexures.

02

2. Pricing, Tariff & Amendments

All pricing, rate cards, surcharges, accessorial charges, and service conditions shall be communicated through Annexures or links made available via XindusOne, registered email, mobile application, or other official channels.

Xindus may revise, modify, introduce, or withdraw rates, services, or service conditions by providing prior notice of fifteen (15) to thirty (30) days, unless immediate revision is required due to regulatory or exceptional circumstances.

Updates to Annexures or service terms hosted on shared links shall automatically apply from the effective date stated therein and shall not require execution of a fresh agreement. Continued usage of Services shall constitute deemed acceptance.

Xindus reserves the right to revise pricing in the event of a material change in shipment volume, frequency, or commodity profile from what was originally represented.

The Company may update the Terms of Service, Commercials, and/or any Annexures from time to time. Such updates will take effect once the Customer is notified within a reasonable time. Continued use of the Services after such notification will be deemed acceptance of the updated terms, and no separate signing or consent will be required.

03

3. Annexures & Service-Specific Terms

This Agreement may be supplemented by annexures, rate cards, service descriptions, policies, or web-based terms (“Annexures”), which shall form part of this Agreement only when the relevant Services are availed by the Customer. Certain Annexures apply to optional or service-specific offerings and shall not be binding unless such Services are requested or used.

Xindus may revise, amend, replace, or withdraw any Annexure, including pricing, operational terms, and conditions, by providing prior notice of fifteen (15) to thirty (30) days, unless a shorter notice is required due to regulatory or operational reasons. Updated Annexures may be communicated through electronic means, links, or official platforms and shall apply from the stated effective date. Continued use of the relevant Services shall constitute deemed acceptance, and no separate amendment or execution shall be required.

04

4. Customer Obligations

The Customer shall:

  • Provide accurate shipment details including description, value, HS code, quantity, and documentation
  • Comply with all export, import, and customs laws
  • Provide KYC, POA, IOR, and regulatory documents as required
  • Ensure cargo-worthy and compliant packaging
The Customer shall ensure that no shipment contains prohibited or restricted items as notified by Xindus on its website or platform from time to time. Any loss, delay, penalty, or cost arising from misdeclaration or noncompliance shall be solely borne by the Customer.
05

5. Invoicing & Payment

A.
Invoices shall be raised periodically as communicated by Xindus.
B.
Credit, if any, shall be extended at the sole discretion of Xindus. Customers may be on a prepaid or credit basis, and where credit is needed Customer is required to apply for a Credit Line and shall be assessed as per Credit underwriting parameters of Xindus. If Credit is provided, the applicable credit limit and credit period shall be communicated separately along with Credit facilitation agreement.
C.
Payments shall be made as per applicable terms. Overdue amounts may attract interest and Xindus may suspend Services until all outstanding dues are cleared.
06

6. Liability, Claims & Undelivered Shipments

A.
Xindusʼ liability shall be limited in accordance with its applicable Claims Policy and service-specific terms.
B.
Xindus shall not be liable for delays or losses arising from customs action, force majeure events, incorrect documentation, consignee unavailability, or regulatory intervention.
C.
Undelivered shipments may be returned, stored, disposed of, or destroyed in accordance with Xindusʼ standard operational policies, with all related costs borne by the Customer.
D.
Issuance of a Certificate of Fact by Xindus shall be final and conclusive, and no further claims shall be entertained in respect of such shipment. Transit insurance shall be the responsibility of the Customer unless separately opted for Xindus Assure.
07

7. Indemnity

The Customer shall indemnify and hold harmless Xindus from all losses, claims, penalties, taxes, damages, or expenses arising from breach of this Agreement, regulatory non-compliance, misdeclaration, or misuse of the Services.

08

8. Limitation, Term & Governing Law

Xindus shall not be liable for any indirect, consequential, or loss of profit damages, and its aggregate liability shall not exceed the fees paid for the affected Services. This Agreement shall remain in force until terminated by either Party upon written notice, subject to settlement of all outstanding obligations. This Agreement shall be governed by the laws of India, and courts at Gurugram, Haryana shall have exclusive jurisdiction.

09

9. Entire Agreement

This Agreement, together with applicable Annexures and updated links, constitutes the entire agreement between the Parties and supersedes all prior communications.

10

10. Force Majeure

Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than payment obligations) to the extent such failure or delay results from events beyond its reasonable control, including acts of God, governmental, regulatory, customs or trade policy actions, changes in applicable laws or export-import regulations of any country, sanctions or restrictions, pandemics, transport disruptions, or carrier failures.

11

11. Chargeable Weight

The chargeable weight will be at actual (gross) or volumetric weight, whichever is higher. The volumetric weight will be calculated at L (cm) X W (cm) X H (cm) / 5000 and dimensions based on Xindus data. Chargeable weight will be calculated for all shipments.

Volumetric Weight = L (cm) × W (cm) × H (cm) ÷ 5000

For Different Shipping Products Gross Weight shall be the Chargeable Weight charged up to a certain Weight Limit which is defined at the end.

In a multi-box or multi-parcel shipment, chargeable weight is calculated piece by piece and then added at a shipment level.

12

12. Final Shipment Weight

The final chargeable weight for the shipment will be based on the weighment and measurement of the shipments by Xindus or its partners and will be considered final. Shipment data given by the Customer/Xporter while booking the shipment is considered provisional till confirmed by Xindus.

13

13. Customs Duties & Taxes

All Customs Duty and Taxes at the destination are otherwise the responsibility of the Consignee or Consignor, depending on the agreed shipment terms at the time of clearance. Where the Shipper is liable to pay Duty, Xindus may provide its Customers a facility to pay Duty and other charges on their behalf. Such payments shall be reimbursed to Xindus at actuals plus the applicable Duty Disbursement Fee as per the terms below.

Duties and Taxes shall be provisionally calculated at the time of shipment creation based on HSN classification of products, FOB value, Applicable duties/taxes in the destination country.

14

14. Documentation & Packaging

All shipments or parcels must come with a Proper Invoice and Packing list along with safety certificates or reports, if required. A product list can be provided to Xindus for pre-screening and compliance.

KYC/IOR/POA details will be required as per Export country and Import country regulations should be provided by the shipper mandatorily. The shipper will be informed if any additional document is required to facilitate the customs clearance.

The shipper must pack the goods in Air cargo-worthy packaging condition before a pickup is initiated. Please refer to IATA packing instructions for detailed guidelines applicable to your product. Certain carriers require the shipment to be packed in a corrugated Box which will be informed to customer, non adherence can cause penalty.

15

15. Declaration & Misdeclaration

The shipper's responsibility is to declare actual commodities, HS codes, quantities and value of shipments. Xindus Shall offer auto classification of HSN Code based on the product declarations during shipment creation however, Xindus (including their affiliates and Customs brokers/vendors) shall not be liable for any mis-declarations. Any additional charges/penalties in lieu of misdeclaration etc shall be billed back to Customer by Xindus on an actual basis.

16

16. Customs Inspection

Custom Authority reserves the right to physically examine and adjudicate the correct value of any package. Any package/shipment held by Customs for physical examination/inspection may face significant delays and the same will be notified to the Customer. Xindus assumes no responsibility for covering any additional costs associated with packages held by the customs authority. Refer Accessorial fee list which is suggestive in nature for charges that can be levied for a specific scenarios at Customs.

17

17. Undelivered Shipments

In the event that a shipment is undelivered, it will be held at a nearby location (close to the delivery address) for up to three business days. If still undelivered, the shipment will be returned to either the shipperʼs designated local address in the destination country or to the Xindus destination hub, based on operational feasibility. Return charges will be applied as per Xindus standard return pricing.

If the recipient or shipper fails to respond, denies acceptance, or does not approve standard storage charges, the shipment will be held for a maximum of 10 calendar days. After this period, Xindus reserves the right to discard or destroy the shipment without further notice, and applicable disposal or handling charges may apply.

It is the shipperʼs responsibility to ensure that the recipient's address and contact details are accurate and complete to avoid non-delivery scenarios.

18

18. Change of Address / Return to Origin

This business agreement does not cover the scope of returning goods to origin. Generally change of address is not possible after shipment has left the Xindus gateway hub in India. Any changes hereafter are done on a best effort basis and may incur costs as per service specific surcharge details.

19

19. Claims

The Customer shall raise all claims strictly in accordance with the claim filing process set out on the website referenced here (Claims / Refund Policy) and any deviation from such process shall render the claim invalid. All the compensations will be adjusted against your outstanding payables or credited to your Xindus wallet.

20

20. No Claim Scenarios

Scenarios of No Claim: Xindus will not be held responsible for any delivery-related issues that are outside of our control including without limitation delay due to misclassification of shipments, delay due to customs inspection, the incorrect or incomplete delivery address provided by the shipper, the recipient's unavailability to receive the shipment, acts of God, unforeseeable weather conditions, pandemics, acts of public enemies, war, strikes or civil commotion. It is the responsibility of the consignor to monitor the shipment and report any missing shipments via email or a support ticket from the Xindus portal within the appropriate time frame.

21

21. Certificate of Fact / Insurance

Xindus shall issue a Certificate of Fact (COF) upon the request of the Shipper in the event a shipment is lost or damaged. The COF will reflect the lower of the actual invoice value or the assessed loss. Please note that no claims will be processed for shipments where COF is issued.

The transit insurance of the shipment is the sole responsibility of the Shipper/Consignor. However, you may choose to opt-in to the Xindus Assure Program to protect your shipment value against any loss or damage.

22

22. Remote Delivery Zones

Please note that only certain ZIP codes or delivery areas (Remote Delivery Zones) may be serviceable only with extra charges due to their remote location or other local factors. These delivery areas may be classified based on service, shipment size, weight, and location. During the booking process, the customer will be able to identify such delivery areas with additional surcharges when reviewing total shipment cost and will also be able to identify non-serviceable delivery areas, where bookings will not go through. It should be noted that for Remote Delivery Zones, shipment delivery days may be extended by 1-2 days compared to standard transit times.

23

23. Prohibited Items

There are certain items that are prohibited from shipping to all countries served by Xindus. To view the items in the prohibited category, please visit xindus.net and refer to the terms and policy. It is the responsibility of the customer to ensure that they comply with all relevant laws and regulations regarding the shipment of items. Xindus reserves the right to refuse to ship any item that is prohibited by law or by its policies.

24

24. Customs Hold

In the event that a customs hold occurs at the origin and/or destination, and it is established that the hold is due to documentation, declarations, or actions attributable to the consignor, all resulting delays and associated charges shall be the responsibility of the consignor and will be charged back accordingly. Xindus shall not be liable for any delay or cost incurred under such circumstances.

25

25. Tariff Change

Xindus has the right to change the Tariff of the Customer if the average daily volume of the customer or the profile of shipments tendered changes from earlier trends or representations made.

26

26. Indemnity

You shall defend, indemnify, and hold harmless Xindus from and against any claims, actions or demands, liabilities (including court costs and attorneyʼs fees), tax obligations, fines, and penalties, including without limitation reasonable legal and accounting fees and expenses, arising or resulting from (a) your breach of these terms, (b) any of Your Content, (c) your negligence, fault, omissions, or willful misconduct, (d) your fraud or misrepresentation in connection with the Services or with your access, contribution to, or use of the Services, or (e) your misuse of the Services (“Claims''). Xindus shall provide notice to you of any claim.

27

27. Limitation of Liability

Neither Party shall be liable to the other Party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any other indirect or consequential losses or damages arising under or in connection with these Terms.

Under no circumstances, under these Terms, shall damages include loss of business, or loss of profits, whether based on breach of these Terms, breach of warranty, product liability, or otherwise, to any Party in privy to these Terms, or any third party not so situated.

Subject to the monetary caps with respect to the Company as set out in the Commercial Terms, the Companyʼs total liability to the Service Recipient in respect of any or all direct losses arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall not exceed an amount equivalent to the fee payable by the Service Recipient under these Terms.

28

28. Governing Law & Dispute Resolution

These Terms will be governed by and construed in accordance with the law for the time being in force in the Territory of India and the Parties submit to the jurisdiction of the courts of Gurugram.

The Parties undertake to take all reasonable endeavors in good faith to resolve any differences, claims, or disputes which arise under them in connection with the terms of these Terms.

A Party may give the other Party a notice of dispute (“Dispute Notice”) in connection with the terms of these Terms. Following the issue of a Dispute Notice, the dispute must initially be referred to a representative with the appropriate authority of each of the Parties, who will use reasonable efforts to resolve the dispute within 10 (ten) Working Days of such Dispute.

For questions regarding these Terms & Conditions or to contact our legal & compliance team, reach out at xborder@xindus.net.