Business Services Agreement

ENGLISH MASTER. This document is the English master text of the D1Express Business Services Agreement. The Lao-language version is produced in the application content layer and must be professionally reviewed and reconciled against this master before use. Terminology and translation must follow docs/LEGAL_COUNSEL_REVIEW.md. The other in-app languages (th, zh, vi) are provided for convenience only.

[LEGAL COUNSEL REVIEW REQUIRED — CONTROLLING LANGUAGE] The parties must confirm, before execution, which language version controls in the event of a conflict between the English master and the Lao translation. This master does not decide that question.

This Business Services Agreement (this "Agreement") is a business-to-business ("B2B") contract entered into between: D1Express — the delivery marketplace platform operated by [TODO: FULL LEGAL COMPANY NAME], [TODO: COMPANY FORM / REGISTRATION STATUS], with its registered address at [TODO: REGISTERED ADDRESS], Vientiane, Lao People's Democratic Republic ("D1Express", "we", "us", or "our"); and the business entity identified in the Capture-at-Signing record (Section 29) that subscribes to the D1Express business services (the "Business", "you", or "your").

This Agreement is separate from, and additional to, the D1Express customer Terms of Service that apply to individual (consumer) users. Where a person uses D1Express on behalf of the Business, this Agreement governs that use.

1.1 "Platform" means the D1Express mobile and web applications, websites, and related services through which delivery requests are created, priced, dispatched, tracked, and settled.

1.2 "Service Area" means the geographic area in which D1Express currently operates, being the city of Vientiane, Lao People's Democratic Republic ("Lao PDR"). D1Express provides motorbike (motorcycle) delivery only and offers no passenger transportation.

1.3 "Rider" means an independent third-party delivery provider who accepts and performs delivery requests through the Platform, as further described in Section 22.

1.4 "Delivery Request" means an order created on the Platform for the pickup and delivery of a package within the Service Area.

1.5 "LAK" means Lao Kip, the currency in which all pricing and settlement under this Agreement are denominated.

1.6 "COD" means cash-on-delivery, where a Rider collects a specified cash amount from a recipient at the point of delivery.

1.7 "Authorized User" means an individual granted access to the Business's account under Section 4.

2.1 To subscribe to and use the business services, the Business must be a lawfully constituted or lawfully operating business that is permitted to transact under the laws of the Lao PDR.

2.2 The Business must be capable of entering into a binding contract and must not be barred from receiving services under applicable law.

2.3 The Business must operate, and request deliveries, within the Service Area. D1Express does not currently offer services outside Vientiane, Lao PDR.

2.4 The Business is responsible for ensuring that its use of the Platform, and the goods it ships, comply with all licences, permits, and regulatory requirements applicable to its business.

3.1 The individual who accepts this Agreement on behalf of the Business (the "Authorized Representative") represents and warrants that they are duly authorized to bind the Business to this Agreement.

3.2 The Platform permits only a business Owner or Manager role to accept this Agreement and bind the Business. This restriction is enforced on the server. Acceptance by any account lacking that role is not effective to bind the Business.

3.3 The Business is responsible for all activity conducted under its account, including activity by its Authorized Users, subject to applicable law.

3.4 If the Authorized Representative's authority ends, or an Authorized User should no longer have access, the Business must promptly update its account. The Business remains responsible for maintaining accurate account authority records.

4.1 The Business may grant access to individuals ("Authorized Users") under role-based permissions made available on the Platform, which may include roles such as Owner, Manager, and other operational roles.

4.2 Only Owner and Manager roles may bind the Business to this Agreement or to material account decisions, as enforced on the server (see Section 3.2).

4.3 The Business is responsible for assigning roles appropriately, for the acts and omissions of its Authorized Users within the scope of their access, and for revoking access when appropriate, in each case subject to applicable law.

4.4 Each Authorized User must keep their credentials confidential and must not share access.

5.1 The Business creates Delivery Requests through the Platform. Each Delivery Request specifies pickup and delivery details, package information, and the applicable payment method.

5.2 D1Express operates an inDrive-style marketplace: Delivery Requests are offered to independent Riders who may accept or decline them. D1Express does not guarantee that any particular Delivery Request will be accepted or completed within any specific time.

5.3 The Business is responsible for the accuracy and completeness of the information it submits in each Delivery Request, subject to applicable law.

5.4 The Platform may provide live tracking of accepted Delivery Requests. Tracking information is provided for convenience and may be subject to delay or interruption.

6.1 The Business must prepare and package each item so that it is suitable for transport by motorcycle. This includes ensuring that packages are of a size, weight, and shape that can be safely carried by a Rider on a motorbike.

6.2 Packaging must adequately protect the contents against normal handling, movement, vibration, and weather conditions encountered during motorbike transport, and must not endanger the Rider, the public, or other property.

6.3 The Business must not present items that are improperly packaged, unstable, leaking, or otherwise unsafe to carry.

6.4 The Business is responsible for proper packaging and for providing an accurate description of each package's contents, subject to applicable law. D1Express and Riders may decline or return items that do not meet these standards.

7.1 The Business must provide accurate sender (pickup) information, including a valid pickup address, a contact name, and a reachable phone number for the pickup point.

7.2 The Business must ensure that a person is available to hand over the package at the stated pickup location and time window, or that the package is otherwise made available for pickup as arranged.

8.1 The Business must provide accurate recipient (delivery) information, including a valid delivery address, a recipient contact name, and a reachable recipient phone number.

8.2 The Business is responsible for ensuring the recipient information is correct and current. Incorrect or incomplete recipient information may result in failed delivery (Section 15), for which charges may still apply as permitted by applicable law.

9.1 The Business must only request delivery of goods that are lawful to possess, transport, and deliver under the laws of the Lao PDR.

9.2 The Business represents and warrants, for each Delivery Request, that the goods are lawful and are accurately described, subject to applicable law.

10.1 The Business must not ship any prohibited item. The single canonical D1Express prohibited-items policy applies, and prohibited items include, without limitation: - illegal drugs; - weapons; - explosives; - hazardous materials; - stolen or otherwise illegal goods; - improperly packaged dangerous goods; and - any items prohibited by Lao law.

10.2 This list restates the canonical prohibited-items policy referenced across the D1Express services; the canonical policy governs and is incorporated by reference. In the event of any inconsistency, the canonical prohibited-items policy controls.

10.3 D1Express and Riders may refuse, hold, or return any Delivery Request that is reasonably suspected to involve prohibited goods, and may report unlawful goods to competent authorities as required or permitted by law.

11.1 The Business must provide accurate, complete, and current pickup and delivery addresses.

11.2 Because deliveries are performed by motorbike within Vientiane, precise addressing and reachable contact numbers are essential. The Business is responsible for the consequences of inaccurate addresses it provides, subject to applicable law, including failed-delivery outcomes and associated charges permitted by law.

12.1 Delivery pricing is calculated by the Platform and denominated in LAK. All pricing, commission, and delivery state transitions are determined server-side and are configuration-driven.

12.2 The applicable price for a Delivery Request is presented on the Platform before the request is confirmed, subject to any adjustments permitted by the Platform (for example, for changes to distance, waiting time, or service selection).

12.3 Pricing components, fees, and any commission structure may be updated from time to time in accordance with Section 28 and applicable law.

13.1 D1Express supports the following payment arrangements: - Prepaid — the Business pays for the delivery service through the Platform; and - Cash / COD — cash is collected at pickup and/or delivery, including collection of a COD amount from the recipient, as configured for the Delivery Request.

13.2 The Business is responsible for paying all amounts properly due for services it requests, in LAK, in accordance with the payment method selected for each Delivery Request and subject to applicable law.

13.3 D1Express may reconcile, offset, or settle amounts (including delivery fees, commission, and collected COD amounts) in accordance with the Platform's server-side settlement logic and applicable law.

13.4 Taxes, duties, and similar charges are the responsibility of the party designated by applicable law. [LEGAL COUNSEL REVIEW REQUIRED — tax treatment and invoicing]

14.1 A Delivery Request may be cancelled through the Platform in accordance with the cancellation rules presented at the time of the request.

14.2 Depending on the stage of the Delivery Request (for example, after a Rider has accepted or begun pickup), a cancellation fee may apply to the extent permitted by applicable law.

14.3 Cancellation rules are applied server-side and are configuration-driven; the rules in effect at the time of cancellation govern.

15.1 A delivery may fail for reasons including an unavailable or unreachable recipient, an inaccurate address, a refused delivery, or circumstances outside the Rider's control.

15.2 Where a delivery fails for reasons attributable to information or preparation supplied by the Business, charges may still apply to the extent permitted by applicable law, and the package may be handled in accordance with Section 16 (Returns).

15.3 D1Express will make the outcome and status of each Delivery Request available on the Platform.

16.1 Where a delivery cannot be completed, the package may be returned to the Business or held pending instructions, as configured on the Platform.

16.2 A return may incur an additional delivery charge to the extent permitted by applicable law, reflecting the return leg performed by the Rider.

16.3 The Business is responsible for accepting returned packages at the pickup or designated return location and for providing timely instructions.

17.1 Where a Delivery Request uses COD, a Rider collects the specified cash amount from the recipient at delivery.

17.2 The Business is responsible for setting the correct COD amount in LAK and for ensuring it is consistent with what the recipient expects.

17.3 Collected COD amounts are settled to the Business in accordance with the Platform's server-side settlement logic, net of any fees or commission properly due, and subject to applicable law.

17.4 D1Express is not responsible for a recipient's refusal to pay a COD amount or for a recipient's unavailability; in such cases the Delivery Request may be treated as a failed delivery (Section 15) and handled as a return (Section 16).

17.5 Discrepancies relating to cash or COD handling are addressed under Section 18 (Disputes).

18.1 If the Business disputes a charge, a settlement amount, a COD reconciliation, or the handling of a Delivery Request, it should raise the matter through the Platform's support channels (Section 31) within any period stated on the Platform.

18.2 The parties will attempt in good faith to resolve disputes informally before pursuing other remedies.

18.3 D1Express may reasonably investigate disputes using Platform records, including tracking data, delivery status transitions, and settlement records.

[LEGAL COUNSEL REVIEW REQUIRED — dispute resolution] The dispute-resolution mechanism, including any escalation, mediation, or formal resolution procedure, must be settled by Lao counsel. This draft does not adopt any arbitration clause, forum-selection clause, or venue, and none should be inferred.

19.1 In using the Platform, the Business provides and receives personal data relating to senders, recipients, and Authorized Users (for example, names, phone numbers, and addresses).

19.2 D1Express processes personal data in accordance with the D1Express Privacy Policy, which is incorporated by reference. The Business should review the Privacy Policy for details on how personal data is collected, used, and protected.

19.3 The Business must handle any personal data it obtains through the Platform lawfully and only for legitimate delivery-related purposes, and must comply with applicable data-protection and privacy requirements. [LEGAL COUNSEL REVIEW REQUIRED — data protection obligations and any controller/processor allocation]

19.4 The Business must not use recipient or sender contact information obtained through the Platform for unlawful, unsolicited, or unauthorized purposes.

20.1 The Business and its Authorized Users must use the Platform only for lawful delivery-related purposes and in accordance with this Agreement.

20.2 The Business must not: - attempt to circumvent server-side pricing, commission, settlement, or state-transition controls; - interfere with, disrupt, or compromise the security or integrity of the Platform; - use the Platform to facilitate any unlawful activity or the movement of prohibited goods (Section 10); - misrepresent identity, authority, package contents, or delivery information; or - access the Platform other than through the interfaces provided.

20.3 D1Express may suspend or restrict access for conduct that violates this Section, subject to applicable law.

21.1 D1Express aims to keep the Platform available but does not guarantee uninterrupted or error-free operation. The Platform may be unavailable due to maintenance, updates, technical issues, connectivity, or events outside D1Express's reasonable control.

21.2 Rider availability varies. Because the Platform is a marketplace matching Delivery Requests with independent Riders, D1Express does not guarantee that a Rider will be available for any given request at any given time.

22.1 Riders are independent third-party contractors. Riders are not employees or agents of the Business and not employees or agents of D1Express.

22.2 D1Express provides the marketplace and technology that connect Delivery Requests with independent Riders. D1Express does not itself perform the physical delivery.

22.3 Nothing in this Agreement creates any employment, agency, partnership, or joint-venture relationship between the Business, D1Express, and any Rider.

23.1 The service is limited to motorbike (motorcycle) delivery within Vientiane, Lao PDR. There is no passenger transportation.

23.2 Deliveries are constrained by what can be safely carried on a motorbike (Section 6). Items exceeding those constraints are not eligible.

23.3 Service performance may be affected by traffic, weather, Rider availability, address accuracy, and recipient availability.

23.4 D1Express may add, change, or withdraw features, service options, or coverage from time to time, subject to Section 28 and applicable law.

24.1 Allocation of responsibility. As between the parties, and subject to applicable law, the Business is responsible for: - ensuring the contents of each package are lawful (Sections 9–10); - proper packaging, including packaging suitable for motorcycle transport (Section 6); - an accurate description of each package's contents (Section 6.4); - accurate pickup and recipient information (Sections 7, 8, and 11); and - its own conduct and that of its Authorized Users under this Agreement.

24.2 This allocation of responsibility applies subject to applicable law and does not override or limit any mandatory consumer-protection rights or other non-waivable protections that may apply. It does not create absolute or unlimited liability on the Business.

24.3 Limitation. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, D1Express's aggregate liability arising out of or relating to this Agreement and the services is limited, and D1Express is not liable for indirect, incidental, special, consequential, or punitive losses. Nothing in this Agreement excludes or limits any liability that cannot lawfully be excluded or limited.

[LEGAL COUNSEL REVIEW REQUIRED — liability limitation] The precise scope, monetary cap (if any), and carve-outs for the limitation of liability must be set by Lao counsel and must respect all mandatory protections under Lao law. No absolute exclusion is intended or should be inferred.

25.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, the Business will indemnify and hold harmless D1Express and its personnel from and against third-party claims, losses, and reasonable costs to the extent they arise from the Business's own conduct, including: - misrepresentation of package contents; - shipping unlawful or prohibited goods (Sections 9–10); - improper packaging or packaging unsuitable for motorcycle transport (Section 6); or - provision of inaccurate pickup or recipient information (Sections 7, 8, 11).

25.2 This indemnity is limited to matters attributable to the Business's own conduct and applies only where, and to the extent, indemnification is permitted by applicable law. It does not extend to losses caused by D1Express's own conduct and does not override mandatory protections.

[LEGAL COUNSEL REVIEW REQUIRED — indemnification] The enforceability, scope, and procedure of indemnification (including notice and defense of claims) must be confirmed by Lao counsel and conformed to Lao law.

26.1 Either party may terminate or suspend this Agreement in accordance with its terms and applicable law.

26.2 Where this Agreement is required for the Business to use the business services and it is not in force, the Business's business-services status is shown as "Agreement required." In that state, the business-services functions that depend on this Agreement are unavailable until the Agreement is accepted by an authorized Owner or Manager (Section 3).

26.3 A change to "Agreement required" status or the ending of this Agreement does not by itself delete the Business's account. Account data is retained and handled in accordance with the Privacy Policy and applicable law.

26.4 Provisions that by their nature should survive termination (including Sections 9–10, 17, 19, 24, 25, 27, and 31) survive to the extent permitted by law.

27.1 This Agreement is governed by the laws of the Lao People's Democratic Republic, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

[LEGAL COUNSEL REVIEW REQUIRED — governing law] The choice of law, and any jurisdiction, venue, or forum provisions, must be confirmed by Lao counsel. This draft does not adopt any specific court, venue, or arbitration forum, and none should be inferred.

28.1 D1Express may modify this Agreement from time to time. Non-material updates take effect when published on the Platform.

28.2 For material changes, D1Express will require re-acceptance by an authorized Owner or Manager (Section 3) before the Business may continue to use the affected business services. Until re-acceptance, the Business's status may be shown as "Agreement required" (Section 26.2).

28.3 Continued use of the affected business services after a required re-acceptance is not effective unless an authorized Owner or Manager has accepted the updated Agreement.

At the time this Agreement is accepted, the Platform records the following fields to evidence authority and identify the Business. The Platform is designed to collect only what is needed and to avoid unnecessary sensitive data. - Legal / business name — the Business's full legal or registered operating name. - Authorized representative full name — the individual accepting on behalf of the Business. - Representative role / title — one of: Owner / Director / Manager / Authorized Representative. - Business phone — a reachable business contact number. - Business email — a business contact email address. - Business identifier — collected only if legally required.

[LEGAL COUNSEL REVIEW REQUIRED — business identifier] Counsel must confirm whether a registration or tax identifier is legally required to be collected in Lao PDR; if it is not required, it should not be collected.

The Platform also records the acceptance timestamp and the accepting account, and enforces that only an Owner or Manager role may complete acceptance (Section 3.2).

30.1 By accepting this Agreement, the Authorized Representative affirms the following consent statement (English master): "I confirm that I am authorized to accept this agreement on behalf of the business."

30.2 The Lao-language equivalent of this consent statement is required and is pending professional review in accordance with docs/LEGAL_COUNSEL_REVIEW.md. The Lao consent line must be reconciled with this English master before use.

30.3 Acceptance is effective only when completed by an individual holding an Owner or Manager role, as enforced on the server (Section 3.2).

For questions, notices, support, or disputes relating to this Agreement: - Operator: [TODO: FULL LEGAL COMPANY NAME] - Address: [TODO: REGISTERED ADDRESS], Vientiane, Lao PDR - Email: [TODO: BUSINESS/SUPPORT EMAIL] - Phone: [TODO: BUSINESS/SUPPORT PHONE] - In-app: D1Express support channels within the Platform