Policy

DISPATCH PARTNERSHIP AGREEMENT.

THIS DISPATCH PARTNERSHIP AGREEMENT (“PARTNERSHIP AGREEMENT”) is a legally binding Agreement  Between  You our Partner (“Boxstop Partner/ Partner”) is an individual, business or Company engaged in the activities of dispatch-hailing and or delivery and or logistics for profit; and Time Cybertech & Resources Ltd (“TCRL”) owners and producers of the Boxstop Mobile Application (the “Boxstop Application”)

This Agreement is entered into to govern the partnership relationship between you and TCRL and your use of the Boxstop mobile application (the “Boxstop Application”).

BACKGROUND:

1. TCRL is an innovative technology startup innovating the package delivery industry with its robust and seamless software platform that connects users to thousands of different delivery services to complete their package delivery in convenient and business-efficient ways.
2. In view of TCRL’s mission it has developed an on-demand, innovative and full-service dispatch-hailing technology platform- (“Boxstop Application”) whose features are included in the Product Brochure (included in this Agreement as Addendum 1).
3. TCRL has recognized partnership engagements as an essential avenue to deploy the Boxstop Application to the dispatch delivery industry and has requested the partnership of dispatch-hailing companies, agents, riders and service providers to be Boxstop Partners and adopt this innovative technology platform in favour of their business needs and models.
4. The Boxstop Partner is a company and or business or private individual engaged in the business activity of providing dispatch-hailing and or logistics services to its diverse customer base in Nigeria.
5. The Boxstop Partner recognizes the innovative and business benefits of partnering with TSRL and adopting the Boxstop Application to meet the growing needs of the users and customers of its dispatch-hailing and logistics services across Nigeria.
6. The Boxstop Partner and TCRL have declared their mutual intentions to enter into a partnership and have entered into this Agreement to set out their intentions and be bound by its Terms and obligations.
7. By clicking the “Accept” button below or using the Boxstop Application, Boxstop Partner acknowledges that you have read, fully understand, agree to, and will be bound by this Agreement. If you do not agree to be bound by this Agreement, you will not be able to use the Boxstop Application and you should exit the Boxstop Application immediately.

 

IT IS HEREBY AGREED AS FOLLOWS:

“Agreement” means this agreement together with all its amendments, which applies to the use by the Customer of the Boxstop Application and other related Products and Services as entered into between TCRL and the User and updated from time to time.   

“Authorized Partner” means any of TCRL ‘s authorized distributors, resellers or business partners.

“Documentation” means all user manuals, operating manuals, technical manuals, handbooks, installation guides, design documents and any other instructions, specifications, documents or materials, in any form or media, that describe the functionality, structure, installation, testing, operation, use, maintenance, support, technical or other components, features or requirements of the Boxstop Application.

“Free Software Component” means free or open source components, including Open Source Software.

“Intellectual Property Rights” means any and all intellectual property rights in any part of the world, arising under statutory or common law or by agreement and whether or not perfected, registered or unregistered, now existing or hereafter filed, issued, or acquired, and any renewals, extensions and other government issued indicia of ownership thereof, including, but not limited to, rights comprising or relating to:

1. patents, patent disclosures and inventions (whether patentable or not);
2. rights associated with works of authorship including copyrights and copyrightable works (including, but not limited to, computer programs), copyright registrations and application for copyright registration, “moral” rights and mask work rights (all “copyrights”);
3. rights relating to the protection of trade secrets, know-how and other Confidential Information;
4. trademarks, trade dress, trade names, logos and service marks, together with the goodwill or business symbolized by or associated therewith (“Trademarks”);
5. domain names, web addresses and social media identifiers;
6. any registrations or applications for registration for any of the foregoing, including any provisionals, divisions, continuations, continuations-in-part, renewals, reissuances, re-examinations and extensions (as applicable); and (g) analogous rights to those set forth above.

“Professional Services” means collectively the training, consulting, installation, migration and/or deployment services purchased by the User sequel to the Agreement.

“Support Services” means the provision of technical support services for the Products purchased by the User either from TCRL or an Authorized Partner subject to the support level and support options enjoyed by the User pursuant to this Agreement.

“Update” means any updates, upgrades, bug fixes, patches, and other error corrections to the Boxstop Application that TCRL provides to Users when subscribed to our continuing Support Services.

 

Subject to the terms of this Agreement, TCRL and the Boxstop Partner hereby agree to partner together, for the mutual purpose of deploying the Boxstop Application and its related products and services to automate dispatch-hailing services and logistics services for customers of the Boxstop Partner.

 

 

1. Automating internal operations for the Boxstop Partner’s business,
2. Simplifying and automating the Boxstop Partner’s dispatch-hailing and logistics operations and services to its customers,
3.  Maximizing sales of customer prospects by linking the Boxstop Partner to more customers,
4. providing and deploying an automated payment infrastructure between the Partner and its customers, and granting access to direct bank credit features for all earnings and profits received through the application.
5. providing ease of communication and confirmation of orders between the Partners, their customers and Dispatch Riders, 
6. providing an automated administrative dashboard and monitoring automated set-up for monitoring all aspects and functions related to the Partners dispatch-hailing services and operations,
7. Accessing automated management and internal operations tools such as accounting and bookkeeping and other financial frameworks for efficient management and deployment of financial functionalities  to its end users and customers, 
8. Granting access to monitoring interface for dispatch riders onboarding and communication from time to time and
9. Grant access to further updates and additions, relating to enhanced functionalities and features of the Boxstop Application as will be deployed from time to time.

 

 

1. PARTNERSHIP  OBLIGATIONS
   1. The partner hereby agrees that the license granted for the use of the Licensed Application by TCRL is limited to a non-exclusive, non-transferable license to download, install, and use the Licensed Application on any device allowed under any applicable terms and conditions of the application marketplace used to purchase the Licensed Application and does not allow it to use the Licensed Application on any device that it does not own or control unless agreed by TCRL in writing. 

 

1. use (including making any copies of) the Software or Documentation beyond the scope of the license granted under this Agreement,
2. without providing notice to TCRL, provide any other person (legal or natural), including any subcontractor, independent contractor, affiliate, employee, agent or service provider of Partner, with access to or use of the Software or Documentation; 
3. modify, translate, adapt, or otherwise create derivative works of the Software or Documentation or any part thereof; 
4. combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs; 
5. reverse engineer, disassemble, decompile, decode or in any other manner attempt to derive or gain access to the source code of any component of the Software or any part thereof for any purpose or any portion thereof and on all portions contained in or merged into other programs and/or the Documentation. Partner shall notify TCRL if Partner becomes aware of any person or entity attempting to reverse engineer, reverse compile, or disassemble any of the Products;
6. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Software or Documentation, including any copy thereof; 
7. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), a virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service without TCRL’s  written approval; 
8. use the Product on operating systems or technology platforms other than those designated by TCRL in the Documentation; 
9. use the Software or Documentation in violation of any law, regulation, or rule; or 
10. use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to TCRL’s commercial disadvantage.
    1.  The Partner agrees that unless otherwise set forth in the Agreement, any new content features functionality or modules that augment or enhances the product and or any new services(s) shall be subject to this Agreement.

 

1. APPLICABLE CHARGES.
   1. Subject to the terms and obligations under this Agreement, the Partner agrees to remit 10% of all completed dispatch-hailing, logistics or related requests and transactions from users and customers alike (the “Charges”).
   2. Notwithstanding Clause 5.1 above, the Partner agrees that Charges shall be automatically removed and withheld by TCRL at every Card payment processed on the Boxstop Application.
   3. The partner agrees that the Charges may be revised by TCRL and appropriately notified of any changes from time to time at its provided email address. 
   4. Notwithstanding Clause 5.1 above, TCRL reserves the right to issue waivers on the Charges in favour of the Partner. This waiver shall not be enforceable in any form by the Partner.

 

TCRL and the Partner agree that it shall bare individual responsibilities for all fiscal and tax obligations ensuing from their business operations and activities.

 

1. WARRANTIES.
   1. TCRL warrants as follows:

1. that the Boxstop application is free from significant defects in material and workmanship under normal use;
2. that any update thereto will perform substantially and in accordance with the corresponding published specifications;
   1. TCRL does not make any warranties, express or implied, including any implied warranties of merchantability and fitness for purpose with respect to the product and all information supplied to you pursuant to this Agreement.
   2. TCRL does not make any warranty as to accuracy or completeness nor is it responsible for errors and omissions that does not represent the use of the Boxstop application as stipulated under this Agreement .
   3. TCRL disclaims any and all liability, including any express or implied warranties whether oral or written for any and all third-party applications and or third-party services.
   4. The Partner warrants that:
3. It is duly authorized under the laws in force in Nigeria, to engage in the activities of dispatch-hailing, logistics and other related services.
4. That by consenting to this agreement, it is not in breach of any Law or third-party obligation and term.

 

The Boxstop Application shall only be used on a permitted mobile platform (“MobilePlatform”). The approved Mobile Platforms are Apple Inc.’s (“Apple”) iOS and Google Inc.’s (“Google”) Android. If you use the Boxstop Application on a Mobile Device running iOS, then the following terms and conditions apply. You shall only use the Boxstop Application on your Mobile Device as such Mobile Device is permitted to be used by the Usage Rules set forth in the Apple App Store Terms of Service. TCRL, not Apple, is solely responsible for the Boxstop Application and any information or content received through the Boxstop  Application or the services accessible through the Boxstop Application. If you use the Boxstop  Application on a Mobile Device running Android, then the following terms and conditions apply. Notwithstanding anything to the contrary in this Agreement, if you use the Boxstop Application on a Mobile Device running Android, each User hereby acknowledges and agrees that

1. The Boxstop Application relies in part on functionality provided by Google (the “Google Functionality”),
2. any information provided by such User via the Boxstop Application may be shared with Google in connection with such User’s use of the Google Functionality and
3. all such information shall be handled by Google in accordance with the then current Google Privacy Policy (currently available at http://www.google.com/policies/privacy ), as may be amended by Google from time to time).

 

1. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.
   1. Partner shall use commercially reasonable efforts to safeguard the Boxstop Application, together with its updates and other related application (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Partner shall promptly notify TCRL if Partner becomes aware of any infringement of the TCRL’s Intellectual Property Rights in the Software and fully cooperate with TCRL, at TCRL’s sole expense, in any legal action taken by TCRL to enforce its Intellectual Property Rights.
   2. This Agreement shall not be considered to be a sale of any Intellectual Property Rights or other proprietary interests embodied in the Products or Product component thereof (or any copy, derivative work, upgrade, Update, improvement or modification thereof), and nothing herein shall be deemed to establish or imply that the license granted is a conveyance of any underlying Intellectual Property Rights to the Products.
   3. All right, title, and interest in and to the Product and Documentation and all Intellectual Property Rights arising out of or relating to the Product and Documentation, in whole and in part and all copies thereof, are, and shall remain, the sole and exclusive property of TCRL, TCRL Affiliates, and/or its licensors, except as expressly granted to the Partner in this Agreement. TCRL hereby reserves all rights not expressly granted to Partner.
   4. The source code of the Software is a confidential trade secret of TCRL.
   5. TCRL hereby reserves all rights not expressly granted to Partner. Each Free Software Component is the copyright of its respective copyright owner. Only those terms and conditions specified for, or applicable to, each specific Free Software Component pursuant to its applicable governing license shall be applicable to such Free Software Component.

 

1. SUPPORT.
   1. The license granted hereunder shall entitle the Partner to reasonable support services, enquiries and interventions. Such support enquiries and requests shall be directed by email to info@boxstopapp.com.
   2. Notwithstanding the above provision, this Agreement does not entitle Partner to any Software maintenance or Support Services unless the Partner purchases such maintenance and Support Services from TCRL or an Authorized Partner.
   3. written for any and all third-party applications and or third-party services.
   4. You acknowledge that no representation has been made by TCRL as to the fitness of any third-party application or services for your intended purpose.

 

 

1. TERM AND TERMINATION
   1. This Agreement and the license granted hereunder shall remain in effect for a term of 1 year preceding the grant of license to the User/Partner (the “Term”).
   2. Either party may terminate this AGREEMENT if:

1. the other party is notified in writing that it is in material breach of the terms or conditions of this AGREEMENT; and
2. such other party fails to remedy such breach within thirty (30) days following such notice.
   1. Either party may terminate this AGREEMENT if:
3. the other party files or has filed against it a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, or is adjudicated bankrupt; and
4. makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, received, or custodian for a substantial part of its property.
5. Is in breach of a law in force in Nigeria or its operational jurisdiction, or in breach of a third party obligation which makes the performance of his/her/their obligations under this AGREEMENT impracticable.
   1. In the event of termination of this AGREEMENT for a material breach by Partner and in addition to all other rights and obligations each party may have under this AGREEMENT:
6. the rights and licenses granted to the Products pursuant to this AGREEMENT shall automatically terminate; and
7. Partner shall, within thirty (30) days, uninstall and cease to use (including purging from any system or storage media) all items in its possession proprietary to TCRL, including but not limited to all Products, and upon request by TCRL, an authorized representative of Partner shall certify in writing to TCRL that the Boxsapp application and other confidential information of TCRL have been destroyed and or returned
   1. Upon expiration or termination of this AGREEMENT for any other reason, the License granted hereunder for any term license shall terminate and Partner shall cease using and destroy all copies of the Software and Documentation.
   2. No expiration or termination shall affect Partner’s obligation to pay all Partner Fees that may have become due before such expiration or termination. Each party shall:
8. return to the other party all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information; and
9. permanently erase all of the other party’s Confidential Information from its computer systems.

 

The Partner agrees to defend, indemnify and hold harmless TCRL and its affiliates, independent contractors, service providers, suppliers, partners, resellers, distributors, and consultants, and their respective directors, officers, employees and agents from and against any third-party claims, suits or actions and any resulting damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to:

1. The use of, or inability to use the Software; or
2. The violation of any terms of this Agreement.

 

1. GOVERNING LAW
   1. Unless expressly prohibited by local law, this Agreement is governed by the laws of Nigeria without regard to any conflict of law principles to the contrary. You hereby irrevocably consent to the jurisdiction of the state and federal courts located in Nigeria with respect to any proceeding regarding this Agreement or the Boxstop Application.

 

1. COMMUNICATIONS AND NOTIFICATION
   1. The partner may contact TCRL in writing, or send notification where required under this Agreement to TCRL by e-mail: info@boxstopapp.com. TCRL will confirm receipt of this by contacting the Partner in writing, at the earliest time by e-mail.

 

1. GENERAL TERMS
   1. Any information obtained by the Partner in terms of, or arising from the implementation of the Partnership Agreement shall be treated as confidential by the Partner and shall not be divulged or permitted to be divulged to any person not being a party to the Agreement, without the prior written consent of the TCRL.

 

1. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect, and the remaining provisions will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force.
2. The Partner agrees not to assign or otherwise transfer this Agreement, or assign, sublicense or otherwise transfer any of your rights under this Agreement without the prior written consent of TCRL, and any attempted assignment without such consent will be void.
3. This Agreement, TCRL’s Privacy Policy and any amendments or related agreement issued by TCRL to govern the use and operation of the Boxstop application sets forth the entire agreement with respect to the Boxstop application and supersedes all prior and contemporaneous understandings and agreements with respect to the Boxstop application whether written or oral.

 

If you have any questions regarding the PARTNERSHIP AGREEMENT or your use of the Boxstop application, kindly send your enquiries to info@boxstopapp.com