The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
The terms of use governs the access or use of the HyperPort Application by the UD Partner (‘You’ or ‘Your’ or ‘Yourself’) through our website http://hyperport.in/ and mobile application (collectively “Platform”) owned and operated by HyperPort Managing By HYPER PORT SMART TRANSPIQUE PRIVATE LIMITED a company with its registered office at “NO,734, 2nd Floor, 14th Main Rd, near Airtel Mini Office, 1st stage, Kumaraswamy Layout, Bengaluru, Karnataka 560078”. The Platform connects you, the UD Partner with the users, businesses or merchants registered on the Platform to avail the HyperPort Services.
You shall read and understand the terms of use carefully before using the Platform or its services. You shall comply with all the terms of use and any violation of such terms shall lead to consequences.
You have the right and authority to enter into these Terms or on behalf of any organization to bind such organization to these Terms. These Terms whether stated or otherwise referenced herein set forth rights and obligations and constitute a legal binding agreement between you and HyperPort governing your access or use of the Platform.
IF YOU DO NOT AGREE TO ANY OF THESE TERMS OR TO BE BOUND BY THESE TERMS, PLEASE DO NOT ACCESS OR USE THE PLATFORM OR THE SERVICES. PLEASE READ THE “DISCLAIMER” AND “INDEMNIFICATION” CAREFULLY. THESE PROVISIONS LIMIT OUR LIABILITY TO YOU.
As long as you comply with these Terms of Use, We grant You a personal, non-exclusive, non- transferable, limited privilege to enter and use our Platforms and services.
1. DEFINITIONS
The following definitions apply to the terms and conditions set out below that govern this contract of Carriage between you and us:
1.1. “Services” means the technology-based services provided by HyperPort which enable the following
I. the hiring of vehicles by Customers for a point-to-point service, or for time and usage- based service within city limits and outside the city limits, including inter-city all over India, through the internet and / or mobile telecommunications devices; and II. such other services which HyperPort may from time to time add.
1.2. “Dangerous Goods” means goods classified as dangerous as per Technical Instructions by International Civil Aviation Organization (ICAO) , Dangerous Goods Regulations by International Air Transport Association (IATA) , International Code for Maritime transport of Dangerous Goods (IMDG Code), Agreement concerning the International Carriage of Dangerous Goods by Road (ADR) or other national regulations for transport.
1.3. “Prohibited Items” means any goods or materials, the Carriage of which is prohibited by Applicable Law. “Delivery” means the tender of the consignment to the consignee or intimation about the arrival of the consignment.
1.4. “Applicable Law” means all laws, statutes, ordinance, regulations, guidelines, policies, rules, bye-laws, notifications, directions, directives and orders or other governmental restrictions or any similar form of decision of, or determination by, or any interpretation, administration and other pronouncements having the effect of law of the Republic of India or any other applicable jurisdiction by state, municipality, court, tribunal, government, ministry, department, commission, arbitrator or board or such other body which has the force of law in India.
2. REGISTRATION
2.1. In order to avail the services of the Platform, you are required to register with a UD Partner Account on the Platform. For Registration, you will be required to provide your personal information, such as your name, photo, contact information, Aadhar details, Driving Licenses, Permits, etc. in accordance with the HyperPort Privacy Policy. Once your registration is successfully completed with HyperPort you will be provided with a UD Partner Account, accessible with a password of your choice.
2.2. The details entered by you shall be accurate, valid and updated and the Platform shall not be liable for any false, incomplete, old or incorrect registration information provided by you.
2.3. If any personal information provided is changed or modified, you shall update such information on your account and inform the Platform. You acknowledge and accept that HyperPort has not independently verified any information provided by you.
2.4. You shall acquire and update compatible hardware or devices necessary to access or use the Platform and avail its services. HyperPort reserves the right to terminate the use of the Services should you be using the Service in an incompatible or unauthorized device or that the security of your UD Partner Account has been compromised in any way or for any reason we may find just.
2.5. While using the Services you agree to:
II.5.1. only access the Services using procedure explicitly authorized by HyperPort
II.5.2. use the Platform and Services provided solely, for your personal use and will not be resold to any third party;
II.5.3. not authorise others to use your UD Partner Account;
II.5.4. open only a single UD Partner Account;
II.5.5. transferring of your UD Partner Account to any other person or legal entity is not permitted;
II.5.6. you cannot use another person’s account without appropriate authorization;
II.5.7. the Services cannot be used for unlawful purposes, including but not limited to
(i) violation of Applicable Law;
(ii) storing or sending any unlawful and inappropriate material;
(iii) sharing of sensitive personal information of others, without their consent
(iv) causing intentional harm, nuisance, inconvenience or annoyance;
(v) impairing or harming the proper operation of the Services;
(vi) exhibiting the tenor of impersonating another person; or
(vii) copying or distributing the Services without the permission of HyperPort
II.5.8. your password or any identification credentials that HyperPort provides to you should be secure and confidential;
II.5.9. submit Identity proof or other documents immediately, if requested by HyperPort compliance with all the Applicable Law is a must while using the Services.
II.5.10. not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform or any content, or in any way reproduce or circumvent the navigational structure or presentation of the Platform or any content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Platform. HyperPort reserves the right to bar any such activity;
II.5.11. not attempt to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Platform;
II.5.12. not collect or harvest any personally identifiable information, including account names, from the Platform; and
II.5.13. not engage in threatening, harassing, discriminatory (based on race, gender, age, disability, or any other protected classification) or any other behaviour that HyperPort deems inappropriate when using the Services.
3. Description of Services
3.1. The Platform connects You, who provides transportation and logistics services, with the users of the Platform requiring the transportation and logistics support. The Platform/ HyperPort only provides neutral, independent and third-party matching services to you and Users.
3.2. You affirm and acknowledge that your relationship with HyperPort is independent, not employer and employee relationship. Additionally, no joint venture, partnership, employment, or agency relationship exists between UD Partners and HyperPort as a result of this Terms or use of the Platform. The Shipment Delivery provided by you shall not be deemed to be provided by HyperPort
3.3. HyperPort shall not be held responsible for the acts or omissions by you, and any liability in relation to the Shipment Delivery shall be borne by the UD Partner.
3.4. You agree and acknowledge that the decision to wear a uniform or use HyperPort signage, sticker or identification badge does not lead to an inference of you being an employee of the HyperPort Further, HyperPort does not compel or force you to wear such uniform or use HyperPort signage, sticker or identification badge.
4. SOFTWARE USE While using the HyperPort Software (“Platform”), you agree:
4.1. not to rent, lease, sub-license, distribute or transfer copies of the Software or the license to any third parties;
4.2. not to probe, scan or test the vulnerability of the Platform or any network connected to the Platform nor breach the security or authentication measures on the Platform or any network connected to the Platform; 4.3. not to modify, adapt, reverse engineer, decompile, disassemble, translate the Software or create derivative works based on the Software;
4.4. not interrupt the normal operation of the Software, or use any methods to export or modify the source code of the Software;
4.5. not to upload or send out any kinds of computer viruses, worms, trojans, or malicious codes;
4.6. not to install and/or execute the Software on any device other than the mobile device running the operating systems approved by HyperPort and
4.7. no other license or right is hereby granted to you except to use the Software and the ownership of the Software and all other rights are hereby expressly reserved by HyperPort and its suppliers.
5. PAYMENT
5.1. You acknowledge that Users are responsible for paying all charges and fees associated with the shipment. No charge shall be imposed upon HyperPort Once you and the user have verified that the shipments are completed, the User’s payment account will be charged. HyperPort reserves the right to change its prices charged at any time, and shall inform you and the user about the same through the Platform. Such charges may vary due to route change or location or peak hours or otherwise as may be informed. You acknowledge and agree that HyperPort shall receive payment for the information service of the Platform.
5.2. HyperPort retains the right to suspend the processing of any transaction where it reasonably believes that the transaction may be fraudulent, illegal or involves any criminal activity or where you and/or the User have breached any of the terms in this Terms. In such an event, you shall not hold HyperPort liable for any withholding of, delay in, suspension, forfeiture or cancellation of, any payment(s) to you.
5.3. HyperPort shall administer payments to you and from you through a wallet system. Your UD Partner wallet balance can be withdrawn by you to your designated bank account. All payouts would be done twice a week. Please ensure you are well aware of the cashout days. HyperPort reserves the right to make relevant deductions from your wallet balance based on our Terms, HyperPort Community Guidelines, as authorised by you or as notified to you via our Platform.
5.4. Security deposits secures UD Partners’ rights. Please refer to our Security Deposit Policy Here. UD Partner shall have sole responsibility to familiarize themselves with Security Deposit Policy before paying the security deposit. Please ensure you keep some minimum amount in your wallet to ensure that the wallet balance is not negative. Negative wallet balance would not allow you to match your orders and would directly impact your earnings.
5.5. As a UD Partner, depending on the services requested by our Users, you may be eligible to receive a combination of the fees stated below:
5.5.1. Fares
5.1.1.1. Base fares – This consists of the distance fare incurred during Shipment Delivery.
5.1.1.2. Order subsidies – This consists of the subsidies paid by HyperPort and is included as part of the basic fare, subsidies not limited to peak demand subsidies.
5.1.1.3. Coupon – This consists of the amount of promotion applied to a particular order. Promotions are typically given to Users and subsidized by HyperPort
5.1.2. Fees and other charges
5.1.1.1. Priority Fee – This relates to the additional fees a User has committed to pay prior to the Shipment Delivery with an objective to encourage speedy fulfilment.
5.1.1.2. Waiting Fee – This relates to the additional fees imposed to a particular order where UD Partners were requested by User to wait for goods receival or deliveries.
5.1.1.3. High demand surcharge – This relates to the additional fees imposed to a particular order to encourage Shipment Delivery under super peak hours. HyperPort retains the discretion to define super peak hours based on operational needs.
5.1.1.4. Toll fees – This refers to the tunnel and toll charges you have incurred during Shipment Delivery. This shall be claimed on an actual cost basis and shall be included in the delivery charges. Such amount shall vary on the basis of route changed by the user.
5.1.1.5. Order charges – This relates to other fees and surcharges in relation to the value-added services requested by the User. This category includes items, but not limited to, moving fees, purchase service surcharges etc.
5.1.3. HyperPort initiatives
5.1.3.1. Sticker – We may provide you an opportunity to affix our branded stickers onto your vehicle. Sticker dimensions, design and its position on the vehicle are to be determined by HyperPort Stickers provide visibility and help Users to recognise you as a UD partner. You further agree that you will co-operate with HyperPort s sticker retention check when requested.
5.1.3.2. Driver-refer-user campaign – This is a campaign where you will receive monetary rewards after successful referrals of first-time users into the Platform. You will be issued a unique promotion code if you opt into this campaign, where you will be encouraged to distribute this code to third parties. In the event where there was an eligible event triggered by your unique promotional code, you will be rewarded as per the rates defined by HyperPort.
6. INDEMNIFICATION
6.1. You agree to defend, indemnify and hold harmless HyperPort as well as its past and present successors, assigns, affiliates, officers, owners, employees, and agents (“HyperPort Indemnitee”) from any and all losses, actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, claims for payment, deficiencies, fines, judgments, settlements, liabilities, costs, and expenses (including reasonable attorneys’ fees, costs, penalties, interest, and disbursements) arising from or incurred in connection with claims asserted by a third party against a HyperPort Indemnitee arising directly or indirectly from, or as a result of or in connection with your
(i) breach of this Terms;
(ii) conduct with respect to the Platform, Services, and/or Shipment Delivery;
(iii) violation or alleged violation of any law or the rights of any third party, including, without limitation, other UD Partners, Users, drivers, employees, subcontractors, assigns, and pedestrians;
(iv) disclosure of “Confidential Information”;
(v) ownership, use or operation of any vehicle used in the Shipment Delivery;
(vi) failure to have proper insurance, licenses, permits or authorizations;
(vii) any damages or losses as a result of your work and/or conduct, and/or your work with third parties and/or Users, including, but not limited to, damages to shipments;
(viii) wrongdoing, violation of policy, violation of law or other misconduct and
(ix) failure or alleged failure to pay all required taxes, withholding, insurance contributions or premiums. Under your duty to defend, HyperPort shall be entitled to use its own counsel.
6.2. You agree to perform Shipment Delivery in compliance with all Applicable Laws and shall defend, indemnify and hold harmless HyperPort for any violation or alleged violation by you of any such laws. HyperPort reserves the right to lock-out, suspend or terminate your access to the Platform for any violation of these Terms or any other conduct deemed inappropriate by HyperPort In any unlikely event, if your status as an independent contractor is challenged and you are determined by a court, agency or arbitrator not to be an independent contractor, your agree to defend, indemnify and hold harmless HyperPort from all costs, penalties, back taxes, damages and attorney’s fees associated with such a determination. Under your duty to defend, HyperPort shall be entitled to use its own counsel.
6.3. This indemnification clause shall survive as your responsibility even after the termination of your access from the Platform, in respect of the shipments you delivered.
7. FORCE MAJEURE You agree and acknowledge that you shall not hold HyperPort liable for any issues beyond HyperPort direct control, including any acts of God, loss of power, disruption of power, shutdown or technical difficulties with the Platform, system maintenance, failure of other cellular reception, failure of other service providers, cancellation of services by other third-parties, pandemic, epidemics, outbreaks, the COVID 19 pandemic, strikes, labor disputes, civil disturbances, hostilities, war, natural disasters, flood, fire, sabotage, accident, loss or destruction of property, intervention by governmental entities, change in laws, regulations or orders, or other events or circumstances or causes beyond HyperPort direct control.
8. DISCLAIMERS
8.1. The Services are provided “as is” and “as available”. HyperPort makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability, or availability of the Services, Software, Application, Platform or that the Services will be uninterrupted or error-free.
8.2. HyperPort does not guarantee the quality, suitability, safety or ability of third party providers. You agree that the entire risk arising out of your use of the Services, and any service or good requested in connection therewith, remains solely with you, to the maximum extent permitted under Applicable Law.
8.3. HyperPort prohibits Users from using the Services for delivery of the Prohibited Items/Dangerous Goods, in respect of which the Company accepts no liability whatsoever. We do not accept liability for any consequence whatsoever resulting directly or indirectly from or in connection with any of the Prohibited Items, regardless of any other contributory cause or event.
8.4. HyperPort states that our Services are only available to persons who can create legally binding contracts under the law. To use our Services as a User, you must be 18 years old.
8.5. HyperPort does not control, manage or direct any third party providers. Third party providers are not actual agents, apparent agents, ostensible agents, or employees of HyperPort. You agree and acknowledge to take all reasonable precautions in regard to the interactions encountered with the third parties while using the Platform or its services.
8.6. HyperPort does not control, endorse or take responsibility for any UD Partner Content or third party content available on the Platform or linked to by the Services. HyperPort does not represent or warrant that the services or servers are free of viruses or other harmful components.
8.7. HyperPort reserves the right at its sole discretion to block or remove (in whole or in part) any UD Partner Content posted or transmitted by you and which HyperPort believes is not in accordance with these Terms (including materials which infringe or may infringe third party intellectual property rights, rights of privacy or personality rights), or is otherwise unacceptable to us.
8.8. HyperPort expressly disclaims all liability for any act or omission by you, any User, Merchant or other third party.
8.9. In case of any discrepancy between the English version and any regional language version, the English version prevails.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. interest, including all intellectual property rights, of the Platform and its contents. The Platform contents means design, layout, text, images, graphics, sound, video etc. These Terms do not constitute a sale and do not convey to you any rights of ownership in or related to the Platform and its contents, or any intellectual property rights owned by HyperPort. Company names, logos, and the product names associated with the Platform and the Services are trademarks and intellectual Property of HyperPort or third parties. Therefore, no right or license is granted to anyone to use them. You agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform, its contents and the Services.
9.2. By providing content, information or materials (“UD Partner Content”) to HyperPort you grant HyperPort a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such UD Partner Content in all formats and distribution channels now known or hereafter devised, without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.
9.3. You acknowledge that HyperPort only acts as a passive channel for the distribution of the UD Partner Content and is not responsible or liable to you or to any third party for the content or accuracy of the UD Partner Content. HyperPort shall not be continuously monitoring UD Partner’s published content, nor shall HyperPort be under an obligation to do so. Without limiting the foregoing, you acknowledge and agree that any remarks, opinions, comments, suggestions and other information expressed or included in the UD Partner Content do not necessarily represent those of HyperPort.
9.3. You acknowledge that HyperPort only acts as a passive channel for the distribution of the UD Partner Content and is not responsible or liable to you or to any third party for the content or accuracy of the UD Partner Content. HyperPort shall not be continuously monitoring UD Partner’s published content, nor shall HyperPort be under an obligation to do so. Without limiting the foregoing, you acknowledge and agree that any remarks, opinions, comments, suggestions and other information expressed or included in the UD Partner Content do not necessarily represent those of HyperPort.
9.5. You agree to keep HyperPort its affiliates and licensors indemnified against all costs, expenses, damages, losses and liabilities incurred or suffered by HyperPort or its affiliated companies related to any UD Partner Content posted or transmitted by you or your other use of the website, the Service or the Platform.
9.6. HyperPort respects your rights to your ideas, please do not submit any confidential ideas, information, or suggestions in any form to HyperPort or any of its affiliates. For any ideas, information, or suggestions you do submit, regardless of what your communication regarding your submissions says, you understand that your submissions are voluntary and the following terms shall apply to your submissions:
(i) your submissions and their contents will automatically become the property of HyperPort without any compensation to you;
(ii) HyperPort has no obligation to review your submissions;
(iii) HyperPort may implement and distribute any portion of your submissions and their contents for any purpose in any way, without any compensation to you; and
(iv) HyperPort has no obligation to keep your submissions confidential.
9.7. You may use information on the Platform purposely made available by HyperPort for downloading from the Platform, provided that you:
9.7.1. do not remove any proprietary notice language in all copies of such documents and make no modifications to the information.
9.7.2. use such information only for your personal, or non-commercial informational or academic purpose and do not copy or post such information on any networked computer or broadcast it in any media; and
9.7.3. do not make any additional representations or warranties relating to such information.
9.8. You shall not use any content for any purpose that are not expressly permitted by the HyperPort App as the act of infringement may invite legal action. Also, HyperPort app reserve the right to terminate the account of a user(s) upon any infringement of intellectual property right held by the app.
10. GOVERNING LAW AND DISPUTE RESOLUTION
10.1. Except as otherwise set forth in these Terms, these Terms shall be exclusively governed by and construed in accordance with the laws of India. The courts of [Bengaluru] shall have exclusive jurisdiction over any disputes, differences or claims arising out of or in connection with these Terms of Service or any Services provided by us pursuant to these Terms of Service.
10.2. Any dispute, controversy or claim arising out of or relating to these Terms, or the breach, termination or invalidity thereof, shall be settled firstly by mediation in accordance with the appropriate law as decided between the parties.
10.3. If the dispute is not settled by mediation within 30 days of the appointment of the mediator, or such further period as the parties shall agree in writing, the dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996. The Parties shall appoint one or more Arbitrators in accordance with the Arbitration and Conciliation Act, 1996. The language to be used in the arbitration shall be English. The seat of the Arbitration shall be Bengaluru.
11. MISCELLANEOUS
11.1. You may not transfer or assign these Terms or any rights or licenses granted hereunder, but HyperPort may do so without restriction. Any attempted transfer or assignment in violation of this provision shall be null and void. These Terms bind and benefit each party, as well as the party’s successors and permitted assigns.
11.2. Captions in these Terms are for convenience only and do not limit, amplify, modify, or otherwise affect these terms and provisions.
11.3. For the mutual benefit of both HyperPort and all UD Partners including you, from time to time, HyperPort on your behalf may offer promotions to some or all Users that may have the effect of Users paying you a lower amount than would otherwise have been the case, and where a promotion applies, you agree to provide Shipment Delivery to the Users at the lower amount. Where a promotion applies and where applicable HyperPort will reduce the value of its fees by an amount equal to the value of the promotions.
11.4. For the mutual benefit of both HyperPort and all UD Partners, including you, HyperPort may from time to time offer promotions to some or all Users. Such promotions may result in Users paying you a lower amount than would otherwise be the case, and where a promotion applies, you agree to provide Shipment Delivery to the Users at the lower amount. When a promotion applies and is applicable, HyperPort will reduce the value of its fees by the amount of the promotions.
11.5. You may correspond with, purchase goods and/or services from, or participate in promotions of third-party service providers, advertisers, or sponsors displaying their goods and/or services through the Platform while using or accessing the Platform. Any such activity, as well as any associated terms, conditions, warranties, or representations, is solely between you and the applicable third-party. HyperPort and its licensors accept no liability, obligation, or responsibility for any correspondence, purchase, transaction, or promotion entered into between you and any such third-party. HyperPort accepts no responsibility or liability for any agreements you enter into with such third-party providers.
11.6. Any provision of these Terms that is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability, without invalidating the remaining provisions hereof or their application to other facts and circumstances, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision.
11.7. HyperPort s or your failure to insist on strict performance of the terms of this Terms or to exercise any option herein in any instance shall not be construed as a waiver or relinquishment of such term or option, and such term or option shall continue in full force and effect.
11.8. HyperPort may discontinue providing the Services at any time or impose restrictions on their use, whether specifically to UD Partners or generally. HyperPort s other rights and remedies will not be affected by the termination. The provisions of these Terms will continue to apply even if services are terminated. This provision does not grant HyperPort the right to terminate UD Partner’s ability to contact Users on its own or to provide Shipment Deliveries to Users; it only grants HyperPort the right to terminate UD Partner’s use of the Platform.
11.9. HyperPort will make every effort for smooth functioning of the app/website. However, HyperPort takes no responsibility and will not be liable, if the portal gets temporarily unavailable due to technical issues beyond its control. Also, the HyperPort shall not be held liable for any loss arising directly or indirectly from loss of data due to technical issue in the app/website.
