Master Terms and Conditions of Service — Logistics and Delivery Services
Agora Technologies Ltd. t/a oDeliver
Effective Date: March 1, 2026
These Master Terms and Conditions of Service (“Agreement”) govern the provision of logistics, transportation, storage, and delivery services by Agora Technologies Ltd. trading as oDeliver (the “Company”) to any Merchant, Client, Shipper, or user of its Platform.
In this Agreement, unless the context otherwise requires:
Headings are for convenience only and shall not affect interpretation. Words in the singular include the plural and vice versa.
The Company provides logistics coordination, transportation, delivery, and limited storage services within Trinidad and Tobago. Drivers engaged by the Company operate as independent contractors. Nothing in this Agreement creates an employment, partnership, fiduciary, joint venture, or agency relationship between the Company and the Client.
The Company acts solely as a logistics service provider and does not assume ownership of any Shipment at any time. Risk in a Shipment transfers to the Company only upon physical possession by an authorized driver or agent and remains with the Company solely until confirmed delivery in accordance with Section 1.8 and Section 3.13.
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Trinidad and Tobago. The parties irrevocably submit to the exclusive jurisdiction of the Courts of Trinidad and Tobago.
The parties shall first attempt to resolve any dispute through good faith negotiations within fourteen (14) days of written notice. If unresolved, either party may commence proceedings before the Courts of Trinidad and Tobago. Mediation may be pursued only by mutual written agreement and shall not be mandatory.
Any claim arising out of or relating to this Agreement must be commenced within one (1) year from the date on which the cause of action arose. Failure to commence proceedings within this period shall constitute a complete and absolute bar to such claim.
This Section shall be read together with the oProtect Protection Program Terms, which form part of this Agreement.
Where optional oProtect protection has not been selected and paid for, the Company’s maximum liability per Shipment shall not exceed TTD $100.
Where optional oProtect protection is selected and the applicable protection fee is paid, liability shall be governed strictly by the oProtect Protection Program Terms. Under no circumstances shall any payout exceed the lesser of: the Declared Value; the verified invoice value; the selected protection tier; the maximum insurable amount of TTD $1,500; or the actual proven loss.
The Company shall not be liable for theft by the Consignee, fraudulent receipt of goods, refusal to pay under COD arrangements, or any criminal or dishonest act committed by the Consignee.
Where delivery has been completed, funds collected under COD, and the driver is subsequently robbed while actively engaged in authorized delivery duties, such loss shall be subject to the default liability cap of TTD $100 or the applicable oProtect protection tier, if selected; provided that a police report is filed within twenty-four (24) hours, the Company determines no negligence contributed to the loss, and the robbery occurred during authorized operational activity.
The Company shall not be liable for indirect or consequential loss, loss of profits or revenue, loss of business opportunity, loss of market value, reputational damage, emotional distress, or economic loss of any kind.
The Company’s total aggregate liability to any Merchant within any rolling three (3) month period shall not exceed the total delivery fees paid by that Merchant during the same period.
Liability may be reduced or denied where packaging was improper, the Declared Value was inaccurate or inflated, fraudulent documentation is submitted, the Merchant fails to comply with oProtect requirements, or the loss arises from inherent defect or nature of goods.
All claims must be submitted in writing within seven (7) calendar days of delivery (for damage claims) or within seven (7) calendar days of notification of non-delivery (for loss claims) and must include the Shipment reference number, proof of value, and photographic evidence (where applicable). Failure to comply shall result in denial of the claim.
The Company shall not be liable for any delay or failure to perform arising from a Force Majeure Event. Performance shall be suspended for the duration of such event.
Electronic delivery confirmation, including digital signature, GPS timestamp, photographic evidence, and driver completion logs recorded within the Platform, constitute prima facie and legally admissible evidence of delivery. Acceptance by the Consignee constitutes final delivery.
All intellectual property in the Company’s Platform, systems, software, documentation, trademarks, and branding remains the exclusive property of the Company. The Client is granted a limited, non-exclusive, revocable license to use the Platform solely for purposes contemplated under this Agreement.
The Company reserves the right to refuse carriage, handling, or storage of any Shipment where it contains Prohibited Goods, exceeds permitted limits, poses safety or reputational risk, or the Client is in breach of this Agreement. The Company is not a common carrier and is not obligated to accept any Shipment.
No employee, driver, agent, or representative of the Company has authority to alter or waive any provision of this Agreement unless in writing and signed by a duly authorized officer. This Agreement constitutes the entire agreement between the parties. If any provision is held invalid, the remaining provisions remain in full force. Use of the Platform constitutes acceptance of this Agreement; electronic acceptance shall have the same legal force as a written signature.
This Agreement is entered into between the Company and the registered Merchant or Client. End customers (“Customers”) are not parties to this Agreement and shall have no contractual rights under it. The Merchant remains solely responsible for the sale of goods, product descriptions, warranties, representations, legality, and tax compliance.
The Shipper shall not tender for carriage any goods that are prohibited under the laws of Trinidad and Tobago, restricted under the Company’s Prohibited Items & Content Policy, or dangerous, hazardous, illegal, or unsafe for transport. This includes, without limitation:
The Company is not obligated to inspect Shipments and may refuse, detain, cancel, or report Shipments containing prohibited goods. The Shipper indemnifies the Company against all loss arising from breach of this clause.
Part A — Shipment Classification
Must not exceed 12″ (L) × 12″ (W) × 15″ (H) and 30 lbs per package. Maximum five (5) Small Packages per single Shipment. If any dimension exceeds 15 inches, the Shipment is reclassified as a Medium Package.
Must not exceed 18″ (L) × 18″ (W) × 30″ (H) and 30 lbs per package. Maximum five (5) Medium Packages per single Shipment. If any dimension exceeds 30 inches, the Shipment shall be refused.
The Company may measure and weigh any Shipment and round upward. Misclassified Shipments shall be reclassified with pricing differences applied retroactively. The Merchant authorizes deduction of adjustments from the Digital Wallet or pending remittances. Repeated misclassification may result in suspension or termination.
Part B — Hub & Spoke Delivery
Hub & Spoke Delivery involves consolidated routing and may include temporary warehouse holding. Delivery timeframes are estimates only. Upon driver arrival, a ten (10) minute waiting period applies. After that, the driver may cancel or reschedule at their discretion.
Part C — Instant Delivery
Instant Delivery is a direct, non-routed service for Small Packages only, operating Monday–Sunday, 7:00 a.m. – 10:00 p.m. Driver availability is not guaranteed. Merchants may select future delivery windows; if no driver accepts, the Merchant must rebook. Merchants shall begin preparation only after a driver is formally assigned. A fifteen (15) minute preparation window applies.
Part D — Cancellation Structure
Part E — General Conditions of Carriage
The Company may delay carriage due to weather, traffic, volume, inaccurate details, or Force Majeure. The Shipper is solely responsible for adequate packaging; acceptance does not verify packaging adequacy. The Company shall not be liable for theft by a Consignee or third party. The Company may refuse, hold, cancel, or return non-compliant Shipments without refund. The Company processes data in accordance with the Data Protection Act of Trinidad and Tobago and its Privacy Policy.
Part A — Hub & Spoke Collection
Shipments must be entered into the Platform by 8:00 a.m. for same-day collection; entries after 8:00 a.m. are scheduled for the next Business Day. No Sunday collections. Upon arrival, a physical count is conducted, recorded in the driver app, and an automated confirmation sent. The Merchant must report discrepancies within two (2) hours. A ten (10) minute waiting period applies at pickup.
Part B — Instant Delivery Collection
Instant Delivery is subject to driver availability and may be auto-dispatched or assigned. The Merchant has fifteen (15) minutes to prepare after driver assignment. The Company is not liable for spoilage or preparation costs where requests are not accepted or are cancelled.
Part C — Custody and Handling
Custody commences upon physical pickup by an authorized driver. Hub & Spoke Shipments may be held one (1) to four (4) days pre-dispatch. Shipments are transported under standard ambient conditions; temperature control is not guaranteed. The Company is not liable for spoilage, melt, thawing, or quality degradation.
Part D — Delivery and Attempts
Up to three (3) Hub & Spoke delivery attempts. After three unsuccessful attempts, the Shipment enters return processing per Section 5. For failed Instant deliveries, the full delivery fee applies and a separate return fee applies if requested.
Part E — Address Modification
Hub & Spoke address changes may be accommodated without fee where operationally feasible. Instant address changes exceeding one (1) km trigger revised pricing based on updated distance and time.
Part F — Delivery Completion
Delivery is deemed complete upon signature confirmation, photo confirmation, or physical handover recorded within the Platform. Custody ends upon confirmed delivery.
Part G — Fees and Deductions
The Merchant authorizes the Company to deduct from the Digital Wallet or pending remittances all applicable charges. Insufficient funds may result in account suspension.
The Company operates warehouse facilities under standard ambient room-temperature conditions without refrigeration, climate control, or specialized environmental storage. The Company is not liable for damage resulting from ambient temperature exposure, condensation, spoilage, or inherent vice of goods.
The Company reserves the right to open, inspect, photograph, and evaluate any Shipment where there is reasonable suspicion of prohibited goods, misrepresentation, safety risk, leaking or damage, or improper packaging.
The Company may refuse carriage, handling, or storage where goods violate laws, are prohibited or restricted, exceed limits, require environmental conditions not provided, involve misdeclaration or fraud, the Merchant has unpaid fees, or continued service poses operational risk.
The Company may place any Shipment on administrative hold for discrepancies, disputed COD amounts, incomplete address details, destinations outside coverage, inadequate packaging, suspected fraud, or unpaid fees. Unresolved holds after one (1) Business Day may result in carriage cancellation, return to Merchant, and applicable fees.
The Company may refuse collection or delivery where the address falls outside operational service areas, is designated as restricted or high-risk, or presents safety risk. Where feasible, alternative arrangements may be proposed.
Abandoned or unlawful Shipments may be disposed of, destroyed, surrendered to authorities, or sold. The Company is not a common carrier and reserves the right to refuse service at its discretion.
Returns or exchanges are triggered by: cancellation before delivery completion; delivery rejection; partial acceptance with opened packages; three (3) unsuccessful Hub & Spoke attempts; delivery outside coverage or deemed unsafe; hostile customer; or a customer provides an item to be returned.
Merchants select their preferred return method via Platform settings: return delivery to Merchant (default) or warehouse collection. Return Shipments pass through: Processing Return → Awaiting Return → Storage → Abandoned. Returns are typically processed within approximately forty-eight (48) hours.
The Company may consolidate multiple returns within a forty-eight (48) hour window into one dispatch. Exchanges are flagged, collected, processed, dispatched (typically within 24 hours), and the old item returned.
Return delivery fees, exchange fees, and storage fees apply per the published pricing schedule. All fees are automatically deducted from the Digital Wallet or pending remittances.
The Merchant may collect from the warehouse free of charge within six (6) calendar days. After that, storage fees apply at TTD $5 per Shipment per day, assessed daily at 12:00 a.m. Storage may continue for up to fifteen (15) additional calendar days. All storage fees must be paid prior to release.
A Shipment is deemed “Abandoned” after twenty-one (21) total calendar days from the date it was first marked “Awaiting Return.” Abandoned Shipments may be discarded, destroyed, sold, or otherwise disposed of. No reimbursement is payable. All accrued fees remain payable.
Merchants must inspect returned/exchanged Shipments immediately upon receipt. Acceptance constitutes transfer of risk and responsibility. For Instant returns, a return delivery fee applies; if declined, the Merchant must instruct the driver to discard the item. Insufficient funds for return, exchange, or storage fees may result in account suspension.
Part A — Payment on Delivery
Hub & Spoke: Cash up to TTD $1,000; LINX/Credit Card up to TTD $2,500; Payment Link up to TTD $5,000. Prepayment via Payment Link is mandatory for Hub & Spoke Shipments exceeding TTD $1,500.
Instant Delivery: Cash up to TTD $500 (subject to customer approval before dispatch); Payment Link prepayment mandatory above TTD $500. Instant prepay Payment Links are valid for five (5) minutes.
Part B — Payment Link Terms
Payment Links are issued via WhatsApp, SMS, or email. Hub & Spoke Payment Links are valid for up to twenty-four (24) hours; Instant prepay links for five (5) minutes. Transactions are processed by third-party gateways. The Company does not store card details. Processing fees are non-refundable. Upon “Collected at Warehouse” status, the Platform may automatically issue a Payment Link with a 3.5% gateway processing fee.
Part C — Handling Fees
Hub & Spoke — Standard Accounts: Cash COD: 3%; Payment Link/Credit Card: 6.5% (3% Platform + 3.5% gateway).
Hub & Spoke — Corporate Accounts: Cash COD: 0%; Payment Link: 3.5%.
Instant Delivery: Cash: 5%; Payment Link: 5%.
The Merchant may designate whether the handling fee is borne by the Customer or the Merchant.
Part D — COD Risk, Chargebacks and Fraud
The Company bears no liability for counterfeit cash, Consignee non-payment, fraudulent receipt, or abscondment under COD. Chargebacks may be placed on hold; confirmed chargebacks and associated charges may be recovered from the Digital Wallet or remittances. Off-platform transactions are prohibited.
Part E — Remittance
Remittances are processed weekly via bank transfer. Expedited remittance (within 24 hours) incurs a TTD $5 fee. Split remittance fees apply per Section 7.8C.
Part F — Digital Wallet and Suspension
The Digital Wallet is an internal ledger system (not a bank account). The Platform displays all inflows, deductions, and adjustments. Deduction priority: chargebacks → storage fees → returns/cancellations → delivery charges → other sums. Unpaid balances may trigger account suspension, Shipment holds, or remittance withholding.
All rates, fees, and charges are displayed in the Platform and form part of this Agreement. The Company may amend the Published Rate Table from time to time. Updated rates apply to Shipments created after publication.
Part A — Hub & Spoke Pricing
Small Package: up to 12″ × 12″ × 15″. Medium Package: up to 18″ × 18″ × 30″. Shipments exceeding 30 inches on any side require a separate Large Item quote. Pricing varies by geographic zone (Urban, Rural, Extended, Remote, Tobago) and account type. The largest package size determines the base price. Additional packages incur add-on fees. All Tobago Shipments incur an inter-island transfer fee.
Part B — Account Structure
Standard Account: One (1) verified bank account; no split remittance. Corporate Account: Up to five (5) verified bank accounts; split remittance enabled. Split Remittance Fees: 1st transfer: TTD $5; 2nd: TTD $25; each additional: TTD $15.
Part C — Bundles (Prepaid Delivery Credits)
Bundles are available to Corporate Accounts for Small Packages only. Valid for forty-five (45) days from purchase. Bundles offset the Corporate Small base delivery price only. They do not cover add-on fees, inter-island fees, returns, storage, handling, or administrative charges.
Cancellation: Within 21 days — full refund if no Shipments completed; 50% refund of remaining unused deliveries if Shipments completed. After 21 days — no refund. Bundles may not be paused or extended.
Part D — Instant Pricing
Calculated at Shipment creation based on distance, time, base fee, and peak-time surcharge. Pricing is locked at creation and does not change during execution except for approved address modifications.
Part E — Insurance / oProtect
Basic protection up to TTD $100 included. Optional coverage for TTD $101–$1,500 at a 3% rate (minimum TTD $15). Shipments exceeding TTD $1,500 are not eligible. Governed by the oProtect Protection Program Terms.
Part F — Pricing Adjustments
Misclassified Shipments may be reclassified with retroactive pricing. Card, gateway, and processing fees are non-refundable once processed.
Invoices are issued electronically through the Platform. The Merchant is solely responsible for accuracy of account, billing, and payout information. Credit limits are set at the Company’s discretion and may be adjusted at any time. The Merchant authorizes auto-deductions from the Digital Wallet.
Overdue amounts incur a late fee of ten percent (10%) of the outstanding balance.
Billing disputes must be submitted within seven (7) calendar days of invoice issuance. Claims for loss or damage are governed by Section 1.6.8. Payment/remittance disputes are governed by Section 6.
Transaction history is visible in the Platform for twelve (12) months. After that, records may be archived and retrievable only upon written request. Merchants should download and retain their own records.
The Company may withhold or set off payable amounts where balances are outstanding, chargebacks pending, fraud suspected, or fees unpaid. Debt recovery costs may be charged to the Merchant. Suspension may occur without prior notice where operational or financial risk exists.
All Merchants are subject to identity verification (KYC). Basic Verification: legal name, government ID, business registration (where applicable), and bank details. Enhanced Due Diligence applies where weekly volume equals or exceeds TTD $30,000, including corporate registration, director/shareholder identification, VAT registration, source of funds, and financial records.
The Company may restrict, delay, freeze, or withhold remittances and Wallet balances where KYC documentation is incomplete or suspicious activity is detected. The Company may report suspicious activity to authorities. The Company is not a bank, deposit-taking institution, or regulated financial entity.
| Zone | Standard Target Delivery Timeframe |
|---|---|
| Urban | Next Business Day |
| Rural | 1–2 Business Days |
| Extended | 2 Business Days |
| Remote | 2–3 Business Days |
| Tobago | 2–4 Business Days (inter-island dependent) |
These are operational targets only, not guaranteed deadlines. “Business Day” excludes Sundays and public holidays. Failure to meet target timeframes shall not constitute breach of contract.
Instant Delivery is on-demand with no guaranteed delivery time. Estimated arrival times are predictive only.
The Company may refuse delivery to locations outside operational coverage, designated restricted zones, or locations presenting safety risk. Safe-zone delivery or alternate pickup may be proposed.
Delivery timeframes assume accurate address details. Incorrect or incomplete addresses may cause delay, hold, or return. Service timeframes may be extended by Force Majeure events. The Company shall not be liable for loss of profit, business, contractual penalties, or goodwill arising from delayed delivery.
The Company uses automated notifications via email, WhatsApp, SMS, and in-platform dashboard. Notifications are transmitted on a best-effort basis; delivery is not guaranteed. Non-receipt does not invalidate any transaction, delivery, or fee.
The Merchant is solely responsible for ensuring accurate Customer and Merchant contact details.
Formal notices must be sent to: Agora Technologies Ltd. — Email: agoratechnologiesltd@gmail.com
Drivers are independent contractors and are not authorized to amend this Agreement, waive fees, offer credits, or bind the Company.
Optional Two-Factor Authentication (2FA) is available. The Company may mandate 2FA for high-risk accounts.
Operational and pricing amendments take effect upon publication. Material legal amendments take effect seven (7) calendar days after publication. Continued use constitutes acceptance.
The Company may immediately suspend services for suspected fraud, unpaid balances, chargeback exposure, prohibited goods, or breach. Termination does not relieve the Merchant of outstanding financial obligations. The Company may terminate for convenience upon seven (7) days’ written notice.
Sections 1, 6, 7, 8, 9, 10, all indemnities, and outstanding payment obligations survive termination.
The Merchant may not assign rights without written consent. Nothing in this Agreement creates a partnership, joint venture, or employment relationship. No third party has rights under this Agreement. Any waiver must be in writing. Invalid provisions shall not affect remaining provisions. This Agreement may be accepted electronically. The Merchant shall comply with all applicable laws. This Agreement, together with all referenced policies and rate tables, constitutes the entire agreement.
For questions about these Terms and Conditions, please contact: