Terms of Service: Pathao Advance

The Terms of Service stated herein (collectively, the “Terms of Service” or, the “Terms and Conditions” or this “Agreement”) constitute a legal agreement between you, the entity or sole proprietor who is registered with Pathao as a Courier Merchant and Pathao Limited, an IT-enabled services company that provides Courier and Logistics Services to the Merchant/Seller/Service Requester within the territory of Bangladesh and govern the use of your Pathao Advance service (‘Service’).

This Agreement is effective upon the date you first access or use the Service and continues until the Company or you terminate it (“Term”). Capitalized terms used in this Agreement that are not defined inline are defined in the ‘Definitions’ Section.

Pathao Limited and the Merchant are hereinafter referred to individually as a “Party” and jointly as the “Parties”.

1. APPLICABILITY OF TERMS

1.1 Relationship to Pathao Merchant Terms

In addition to Pathao Advance Terms of Service, you must also have a Pathao Merchant Agreement in place (as found in https://pathao.com/terms-of-service-merchant/) with Pathao Limited for the usage of Pathao Courier and Logistics Service (‘Pathao Courier’) in order to use Pathao Advance.

1.2 Terms that Apply to You

By accessing or using the Service, you expressly agree to the Terms and Conditions of this Agreement, Pathao Merchant Agreement (https://pathao.com/terms-of-service-merchant/) and any updates or modifications to either of those documents made from time to time as published at https://pathao.com/terms. You represent as of the Effective Date and warrant at all times during the Term of the Agreement, that all of the information that you provide to Pathao Limited directly or through your use of the Services is accurate and complete, and that you are authorized to agree to these Terms of Service.

Pathao reserves the right to change, modify or amend any Terms of this Agreement or Pathao Merchant Agreement at any time and from time to time at its sole discretion to the fullest extent permitted by the relevant laws of Bangladesh. You agree that it shall be your responsibility to review the Terms regularly whereupon the continued use of the Courier Service or the Advance Service after any such changes, whether or not reviewed by you, shall constitute your consent and acceptance to such changes.

1.3 Inconsistency

To the extent there is a conflict between Pathao Merchant Agreement and these Terms, these Terms shall prevail with respect to Pathao Advance. Inversely, to the extent that these conflicts arise with respect to Pathao Courier service, Pathao Merchant Agreement shall prevail.

1.4 Unauthorized Use

You are responsible for securing the account data and login credentials of your Merchant Account. If you allow someone else to use the Merchant Account or account data or share your login credentials, you are responsible for and are required to compensate the losses incurred thereon by Pathao Limited to the maximum extent permissible by the relevant laws for such use. You understand that it is your responsibility to remain cautious and vigilant while using the Merchant Account and notify Pathao immediately regarding any suspicious/unauthorized activities on your Merchant Account.

2. DEFINITIONS

For the purpose of this Terms and Conditions, wherever the context so admits and requires, the following words shall have the following meanings:

2.1 “Advance Service/Pathao Advance/Advance/Service” shall mean the service offered by Pathao Limited where its Courier Merchants can make a Request for Advance receipt of cash against the Courier Orders made in Pathao Courier during the Day of the Request and if accepted, the Company shall make payment of the Approved Amount of Advance to the Merchant subject to the other terms and conditions stipulated in this Agreement.

2.2 “Approved Amount” shall mean the amount approved to be paid as the Advance to the Merchant against the Assigned Orders during the Day of the Request.

2.3 “Assigned Order” shall mean the Courier Orders assigned by Pathao Limited upon Request for Advance by the Merchant.

2.4 “Courier Order/Service Request” shall mean the order or service request for Courier and Logistics Service from Pathao Limited made as per the Merchant Terms of Service available at: https://pathao.com/terms-of-service-merchant/

2.5 “Courier and Logistics Service/Courier Service” shall mean collecting the Deliverables from a specified location and securely carrying, transporting and delivering the same to another specified location within the territory of Bangladesh as per the Service Request placed by the Merchant in exchange for a Service Fee. It also includes the collection of payment from the Recipient/Customer by Pathao Limited on behalf of the Merchant against an underlying invoice issued by the Seller and transferring the collected amount to the bank/MFS account of the Merchant after deduction of the Service Fee payable to Pathao Limited. The Service also includes the Return of the Deliverables to the Service Requester where the Delivery has failed due to the Customer not accepting delivery or could not be reached after the required attempts have been made.

2.6 “Customer” shall mean the end-user of the Merchant to which the Deliverables under any Courier Order are to be delivered by the Delivery Agent of Pathao Limited.

2.7 “Day of the Request” shall mean the day for which the Merchant makes the Request for Advance.

2.8 “Delivery Agent” shall mean the Agent designated by Pathao Limited to deliver the Deliverables under any Courier Order.

2.9 “Delivery Service Fee” shall mean the fees payable to Pathao Limited by the Merchant in consideration of the Courier Service provided to the Merchant. 

2.10 “Deliverables” shall mean the products or packages to be delivered by the Delivery Agent of Pathao Limited as specified in any Courier Order.

2.11 “Merchant/Courier Merchant” shall mean any merchant or business entity registered with Pathao Courier and making Service Requests for Courier Services as per Pathao Courier Terms available at: https://pathao.com/terms-of-service-merchant/.

2.12 “Merchant Dashboard/Merchant Account/Pathao Dashboard” shall mean the online dashboard provided by Pathao Limited to the Courier Merchant to process Courier Service Requests as well as Request for Advance.

2.13 “Order Amount/Total Value” shall mean the total value of the Courier Orders made by the Merchant on the Day of the Request which is to be paid to the Merchant by Pathao Limited deducting the Delivery Charges and any other charges applicable thereon.

2.14 “Pathao Merchant Agreement/Pathao Courier Terms/Merchant Terms of Service” shall mean the Merchant terms of service available at: https://pathao.com/terms-of-service-merchant/ and the same has to be digitally accepted and signed by the Merchant and shall constitute a legally binding agreement between Pathao Limited and the Merchant for the Courier Service rendered.

2.15 “Receivables” shall mean the cash receivable from the Customer of the Merchant upon receipt of products sold by the Merchant to the Customer which are to be delivered by Pathao Limited.

2.16 “Request for Advance” shall mean a request made by the Merchant as per Clause 5.1 of this Agreement for availing Pathao Advance.

2.17 “Service Processing Fee” shall mean the fees payable to Pathao Limited by the Merchant in exchange for the Service provided by Pathao Limited as determined as per these Terms of Service.

2.18 “Terms and Conditions/Terms/Agreement” shall mean this Agreement or the Terms and Conditions stipulated herein and include all further amendments and annexures to it.

3. SCOPE OF SERVICE

Upon Request for Advance from the Merchant, the Company shall assign some Courier Orders (Assigned Orders), the value of which not exceeding 85% of the Total Value/Order Amount of the Daily Orders for Advance, make the payment for the Assigned Orders less any Service Processing Fee net of discounts (if any) by next business day. The Advance payment irrevocably assigns any and all rights to the Assigned Orders’ Order Amount to Pathao Limited. The Company shall collect the Order Amount of the Assigned Orders from Customers and use the proceeds to make itself whole up to the value of the sum owed by the Merchant to Pathao Limited against the Advance and its associate processing costs.

4. ELIGIBILITY

4.1 To be eligible for this Service, the Merchant must be registered with Pathao Limited as per the Merchant Terms of Service available at: https://pathao.com/terms-of-service-merchant/ and make a Request for Advance in the form and manner prescribed by Pathao Limited. Pathao Limited may accept or reject the Request at its sole discretion considering the business history of the Merchant with Pathao Limited including but not limited to weekly order volume, return orders amount, due diligence and compliance and any other standards specified by Pathao Limited from time to time.

4.2 The Merchant must ensure that it has submitted with the Company all of the business identification documents:

• NID
• Trade License
• TIN
• BIN
• Any other documents whenever required by Pathao

5. SERVICE PROCESS

A. Registration and Request for Advance

5.1 If a registered Courier Merchant is eligible for Advance Service, they can submit their Request for Advance in Pathao Dashboard. By tapping the ‘Recurring Advance’ button on the Dashboard, the Merchant is consenting to avail the Advance Service recurrently for which no separate agreement shall be needed. The Merchant must accept the Terms of Service prior to accessing the Service.

B. Assigning the Orders and Approval for Advance

5.2 Upon receiving the Request for Advance from the Merchant, Pathao Limited shall check the eligibility of the Merchant and verify the number of Courier Orders and Order Amount for the Day of the Request. After verification, Pathao shall assign some Orders, the value of which not exceeding 85% of the Total Value/Order Amount of the Daily Orders for Advance, mark the Assigned Orders on the Dashboard accordingly and specify the Approved Amount of Advance to be paid against the Assigned Orders.

5.3 Once approved by Pathao Limited, the Merchant shall receive the Approved Amount of Cash Advance to be paid within the next business day.

C. Timeline

5.4 The Merchant shall receive the Approved Amount in their bank/MFS account against the Assigned Orders within 1 (one) business day of Pick-up of the Deliverables by the Delivery Agent of Pathao Limited from the Merchant. The rest of the Receivables of the Merchant shall be paid by Pathao Limited as per Pathao Merchant Agreement. Therefore, Pathao Limited shall realize its Advance made to the Merchant along with the Service Processing Fees and other charges where applicable from the cash received from the Customer upon delivery of the product.

6. LIABILITIES OF THE PARTIES

6.1 Order Confirmation: Before making any Courier Order, the Merchant shall ensure that the product specification and value are correct and true, the transaction is authentic, the Customer is genuine and the delivery location is safe for the Delivery Agent of Pathao Limited.

6.2 Fraud, Non-payment, Return: In case of any fraud, non-payment or return from the Customer, the Merchant shall be liable to compensate the Order Amount to Pathao.

6.3 Product Loss or Damage: In case of product loss or damage during the Courier Service, the liabilities shall lie with Pathao subject to the Courier Terms available at: https://pathao.com/terms-of-service-merchant/

7. RIGHTS TO RECEIVABLES

7.1 In exchange for the Advance received by the Merchant from Pathao Limited, the Merchant sells to Pathao Limited or the Company buys from the Merchant rights to the Receivable money from the Customers against the Assigned Orders upon delivery of their Courier Orders, up to the value of the sum owed by the Merchant to Pathao Limited against the Advance and its associate processing costs.

7.2 Therefore, the Merchant must declare the actual amount of Bangladeshi Taka to be received from the Customer against the Assigned Orders once they are delivered by the Delivery Agent of Pathao. Any discrepancy shall be considered as a major breach of this Agreement and Pathao shall reserve the right to take any and all lawful measures against the Merchant.

7.3 As the owner of the Receivables bought from the Merchant, Pathao shall collect all amounts due under them. The Merchant authorizes Pathao, or any of its successors, assignees, or representatives to act on behalf of Pathao to take any and all steps in the name of the Merchant to collect all amounts due or owing under any and all of the Receivables it has purchased.

7.4 Pathao may deduct and retain the Advance amount along with the Service Fees and other related charges, if any, directly from the funds Pathao collects from the Customers upon Delivery of the products. The remaining balance, if any, shall be credited to the Bank/MFS account of the Merchant.

7.5 In the event, Pathao cannot collect the Advance amount from the Receivables, the Company reserves the right to make itself whole from any future payable to the Merchant from the Courier Service.

8. THIRD-PARTY RECOVERY

In the event the Merchant fails to pay any amount due under this Agreement in full within 7 (seven) working days past the due date of payment, Pathao Limited may decide to transfer such a due account to a third-party debt recovery service company.

9. SERVICE PROCESSING FEE

9.1 In consideration of the Cash Advance service, Pathao Limited shall be entitled to receive a Service Processing Fee from the Merchant which shall be shown in the Merchant Dashboard from where the Merchant shall opt for Advance.

9.2 Pathao Limited shall deduct the Service Processing Fee from the Approved Amount of Advance against the Assigned Orders at the time of disbursement of the Advance.

9.3 Pathao Limited reserves the right to revise the Service Processing Fee at any time at its sole discretion.

9.4 Pathao Limited, at its sole discretion, may offer discounts on the Service Processing Fee considering the business case feasibility.

10. TERM and TERMINATION

10.1 This Agreement shall deem to be effective from the Day of the Request for Advance by the Merchant as per Clause 5.1 of this Agreement and thereby acceptance of these Terms and Conditions (Effective Date) and shall remain in force until and unless terminated by either Party.

10.2 Both Parties reserve the right to terminate this Agreement without assigning any reason whatsoever by serving 30 (thirty) days prior written notice of termination to the other.

10.3 Without prejudice to any other rights or remedy it may have, either Party may terminate this Agreement with immediate effect upon providing written notice of termination to the other Party, in the event of the following circumstances:

a) Failure to pay any amount due under this Agreement in full within 15 (fifteen) working days past the due date of payment.

b) Any Party is in breach of any of the Terms and Conditions of this Agreement and does not rectify the breach within 15 (fifteen) days of notice by the non-breaching Party.

c) In the event that the other Party becomes bankrupt or insolvent, or goes into liquidation either compulsory or voluntary (save for the purpose of reconstruction or amalgamation), or if an order is made or a resolution is passed for the winding up of the other Party, or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the other Party’s assets or business, or if the other Party makes any composition.

10.4 In the event of termination of this Agreement by either Party, the Merchant shall be liable to return any and all documents of Pathao Limited in its possession within 15 (fifteen) days of termination.

10.5 In the event of termination of this Agreement by either party, financial liabilities on either side become payable immediately at once. Both Parties shall commit time and resources to reconcile outstanding balances and conduct settlements without delay.

10.6 Both Parties agree to mutually review the progress and status of services being rendered pursuant to this Agreement, keeping in mind the business viability, and may accordingly extend/update/modify the Agreement as required.

11. SEVERABILITY

If any of the provisions of this Agreement shall be held invalid or unenforceable by reason of the scope or duration thereof or for any other reason, such invalidity or unenforceability shall attach only to the particular aspect of such provision found invalid or unenforceable and shall not affect any other provision of this Agreement. To the fullest extent permitted by law, this Agreement shall be construed as if the scope or duration of such provision had been more narrowly drafted so as not to be invalid or unenforceable.

12. CONFIDENTIALITY

12.1 This Agreement and related contents are confidential and neither Party shall disclose the contents either in full or in part to any third-party either in a hard or soft format without prior written approval from the other Party.

12.2 The Parties covenant and agree to keep confidential and secret, whether stated to be confidential or not, all verbal and written communications and all other information that the Parties came to know pursuant to the relationship created by this Agreement.

12.3 The Parties shall not use or disclose to any person, firm, corporation or other business entity any confidential information, shall not in any other way publicly or privately disseminate any confidential information and shall not help anyone else to do any of the foregoing.

12.4 In respect of any data provided to others, the receiving party of the confidential information shall return or destroy the data forthwith upon being required by the other Party or immediately without request upon the expiry or termination of this Agreement.

12.5 The liabilities of the Parties under this confidentiality clause shall remain valid and effective beyond the termination of this Agreement.

13. REPRESENTATION and WARRANTIES

13.1 Each Party represents and warrants that it has all necessary statutory and regulatory permissions, approvals, permits and license(s) for the running and the operation of its establishment and for the conduct of its business, more particularly, for performing its obligations under this Agreement.

13.2 Each Party represents and warrants in relation to the other Party that:

13.3 The execution of this Agreement and the performance of its obligations under this Agreement and the implementations of the Terms and Conditions contemplated hereby do not constitute a breach of any agreement, arrangement or understanding, oral or written, entered into by it with any third party;

13.4 The execution of this Agreement and the performance of its obligations under this Agreement and the implementation of the Terms and Conditions contemplated hereby are not a violation of any statute, regulation, rule, order, decree, injunction, or any other restriction of any government agency or court of law or of any regulations authority to which it is subject or of any of the provisions of its constitutional documents.

14. INTELLECTUAL PROPERTY RIGHTS

14.1 Nothing in this Agreement shall be deemed to confer any assignment or license of the intellectual property rights of any Party to the other Party and all the intellectual property rights of the Parties shall remain the property of the respective Parties.

14.2 All such intellectual property rights are the exclusive properties of the respective Parties and the other Party is only permitted to use the intellectual property rights in the manner specified in this Agreement or contained in the written instructions issued by the respective Parties, or as agreed between the Parties in writing.

14.3 Each Party shall comply with all specific instructions from the other Party and procedures pertaining to the intellectual property rights prescribed by the other Party from time to time and shall obtain written approval of the other Party in the manner set out herein for all advertisements, publications and communications including or referring to the intellectual property rights.

15. INDEMNITY

15.1 The Merchant shall at all times hereafter fully indemnify and keep Pathao Limited harmless against all losses, damages, costs, charges, expenses, interests and disbursements of any nature whatsoever arising out of third-party claims, demands, actions or proceedings, which Pathao Limited may pay, incur, suffer or sustain or be liable to pay, incur, suffer or sustain as a result or consequence, direct or indirect, of any breach or failure to perform any of the provisions of this Agreement by the Merchant or by its employees and/or representatives.

15.2 In addition to all remedies available in law and equity, the Merchant shall be liable to Pathao Limited for any legal fees, costs and any kind of financial liabilities incurred in the successful enforcement of this Agreement.

16. FORCE MAJEURE

16.1 The term ‘Force Majeure’ as employed herein shall include but is not limited to acts of God, acts of the public enemy, wars, riots, epidemics, pandemics, civil disturbances, change of law and any other similar events, not within the control of either Party and which by the exercise of due diligence neither Party is able to overcome.

16.2 If either Party is temporarily unable by reason of force majeure to meet any of its obligations under the Agreement and if such Party gives to the other Party written notice of the event within 14 (fourteen) days after its occurrence, such obligations of the Party shall be suspended as it is unable to perform by reason of the event as long as the inability continues for a maximum period of 30 (thirty) days.

16.3 Neither Party shall be liable to the other Party for loss or damage sustained by such other Party arising from any event or delays arising from such event.

17. EXCLUSIVITY

Terms of engagement under this contract shall be deemed exclusive in nature for the Merchant. This means the Merchant cannot render similar services from other Service Providers of similar nature without the consent of Pathao Limited.

18. NON-ASSIGNMENT OF RIGHTS and OBLIGATIONS

Neither Party shall assign, delegate or transfer its rights and obligations under this Agreement to any person or entity without the prior written consent of the other Party.

19. EFFECT OF HEADINGS

The subject headings of this Agreement are for the purpose of convenience only and shall not affect the construction or interpretation of any of its provisions.

20. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the People’s Republic of Bangladesh.

21. ARBITRATION

21.1 The Agreement shall be governed by and construed in accordance with the substantive laws of Bangladesh. All questions, disputes or differences whatsoever which may at any time arise between the Parties hereto or their respective representatives touching these presents or the subject matter hereof or arising out of or relating thereto respectively and whether as to construction or otherwise which is not settled by negotiation or other agreed mode of settlement shall be referred to arbitration and the provisions of the Arbitration Act, 2001 shall apply thereon.

21.2 The Parties hereto agree to be bound by any arbitration award rendered under this clause as the final adjudication. Any arbitration award may, if necessary, be enforced by any court or authority having jurisdiction. The Parties undertake and agree that all arbitral proceedings conducted under this clause shall be kept strictly confidential and all information, documentation and materials in whatever form disclosed in the course of such arbitral proceedings shall be used solely for the purpose of those proceedings.

22. NOTICE and COMMUNICATION

All notices, requests or communications to Pathao under this Agreement shall be considered duly given if emailed to [email protected] or reached through the Merchant Support Helpline at 09610003030.

23. DETAILS/INFORMATION OF AGREEMENT ACCEPTANCE

Merchant/Business Name
Owner Name
Merchant Token
Merchant ID
Merchant Contact Number & Email
T&C Acceptance Time
Merchant Logged In?	YES/NO
T&C Version	V