Jade Eservices Malaysia Sdn. Bhd v Rc Logistics Sdn Bhd (WA-27NCC-42-08/2023)

RC LOGISTICS SDN BHD [Company No.: 201501013841(1139173-W)]

DANNY CHUA CHENG HEE (TRADING AS A SOLE PROPRIETOR UNDER THE NAME AND STYLE OF GO RUSH EXPRESS) [Passport No.: 00259783] …DEFENDANT JUDGMENT Introduction [1] The Plaintiff’s claim against the 1st Defendant, RC Logistics Sdn Bhd ("RC Logistics") was for breach of a Service Agreement and an Addendum in failing to remit certain outstanding cash-on-delivery (“COD”) amounts paid by the Plaintiff’s customers in Brunei for goods sold and delivered. S/N YTnkk0vrj0nSRZMnn3gLg [2] The Plaintiff’s claim against the 2nd Defendant, Danny Chua Cheng Hee, trading as a sole proprietor under the name and style of ‘Go Rush Express’ ("Go Rush"), was for unjust enrichment for retaining the outstanding COD amounts. Go Rush was appointed by RC Logistics to deliver the Plaintiff’s goods and to collect the COD amounts. [3] After trial and upon hearing counsel’ oral submissions and after perusal of the relevant cause papers, this Court allowed the Plaintiff’s claims against both RC Logistics and Go Rush, based on the following grounds:

Go Rush had acted for RC Logistics in the delivery of the Plaintiff’s goods in Brunei based on COD terms under the

RC Logistics should be held liable to the Plaintiff for the failure to remit the payment of the outstanding COD amounts under the Service Agreement and the Addendum;

by unlawfully retaining the outstanding COD amounts owed to the Plaintiff, Go Rush had unjustly enriched itself and was therefore liable to remit the full amount of the outstanding payments to the Plaintiff. [4] RC Logistics has a Counterclaim against the Plaintiff for the sum of RM 596,288.32 for outstanding services rendered under the Service Agreement and the Addendum. This sum was not disputed by the Plaintiff and accordingly judgment in respect of the Counterclaim was made against the Plaintiff. S/N YTnkk0vrj0nSRZMnn3gLg [5] RC Logistic also filed a 3rd Party Proceedings against Go Rush for contribution and indemnity in respect of the COD amounts that the Plaintiff claimed against both RC Logistics and Go Rush. The claim for indemnity was allowed. [6] Go Rush did not appeal against the judgment made in favour of the Plaintiff against it for unjust enrichment. Neither did Go Rush appeal against the judgment allowing RC Logistics’ indemnity claim under the aforesaid RC Logistics’ 3rd Party Proceedings or the dismissal by this Court of Go Rush’s 3rd Party Proceedings filed against RC Logistics. [7] However, RC Logistics has appealed against the judgment made against it in respect of the Plaintiff’s claims. Background Facts Service Agreement [8] On 1.8.2020, the Plaintiff and RC Logistics entered into a service agreement (“Service Agreement”) under which the Plaintiff had engaged RC Logistics to provide transportation services to deliver goods sold by the Plaintiff to the destinations agreed upon in the Service Agreement. The Service Agreement was valid for 2 years beginning from 1.8.2020 until 31.7.2022. [9]

RC Logistics shall provide transportation services to deliver the Plaintiff’s goods to the routes specified in the Service

RC Logistics shall obtain the necessary permits required for transporting the Plaintiff’s goods from the origin to destination;

RC Logistics shall adhere to the timelines specified by the Plaintiff in the guidelines, or any other instructions provided by the Plaintiff to RC Logistics; and

RC Logistics shall carry out other services engaged by the Plaintiff in relation to the transportation of the Plaintiff’s goods from the origin to the agreed destination. [10] Originally, the Service Agreement was for RC Logistics to provide transportation services to deliver goods sold by the Plaintiff to and from Singapore using RC Logistics’ 40-footer and 20-footer trucks. However, this was to extend to Brunei by way of an addendum. Addendum to Service Agreement [11] By an addendum dated 1.7.2021 to the Service Agreement (“Addendum”), the Plaintiff and RC Logistics agreed to include additional terms in the Service Agreement to cover the transportation of the Plaintiff’s goods from Malaysia to Brunei (“the Brunei Route”). [12] Pursuant to the Addendum, these additional terms were as follows:

the Plaintiff would notify RC Logistics when a shipment needs to be collected at the collection location of the Plaintiff’s Mapletree Distribution Centre in Shah Alam (“Collection Location”). This would be the default protocol unless otherwise notified by the Plaintiff to RC Logistics;

upon collecting the shipment at the Collection Location, RC Logistics would then deliver the shipment to the Kuala Lumpur

upon delivery of the shipment to the Delivery Location, RC Logistics undertook that it would notify the Plaintiff and RC Logistics’ delivery service agent, Go Rush (the 2nd Defendant); and

RC Logistics’ delivery service agent, Go Rush, would thereafter deliver the shipment from Brunei International Airport to the final agreed destination in Brunei (“Last Mile Delivery Route”). Go Rush as RC Logistic’s delivery service agent [13] RC Logistics did not have the requisite licenses and registrations under the relevant laws of Brunei to perform customs clearance and delivery service in Brunei. However, in its effort to provide a one-stop solution for business-to-consumer delivery services, RC Logistics informed the Plaintiff that RC Logistics would engage Go Rush as its delivery agent for delivery of the Plaintiff’s goods to the agreed destinations in Brunei under the Service Agreement and the Addendum. It was not in dispute that Go Rush had the requisite S/N YTnkk0vrj0nSRZMnn3gLg licenses and registrations under the relevant laws of Brunei to perform customs clearance and delivery service in Brunei. [14] By way of a document dated 24.6.2020, RC Logistics and Go Rush entered into the RCMY Service Partner Agreement (“RCMY Service Partner Agreement”). The validity of the RCMY Service Partner Agreement was for a period of one year from 10.7.2021. [15] The RCMY Service Partner Agreement set out the terms agreed between RC Logistics and Go Rush for delivery by Go Rush, as RC Logistics’ delivery service agent, of, among others, the Plaintiff’s goods to the agreed destinations in Brunei under the Service Agreement and the Addendum. At all material times, the Plaintiff was not a party and or privy to the RCMY Service Partner Agreement. [16] Pursuant to Clause 5 of the RCMY Service Partner Agreement, it was, inter alia, agreed:

that in carrying out its obligations, Go Rush would at all times be an independent service partner;

that in the performance of the service, Go Rush acted as a principal on its own behalf; and

that the RCMY Service Partner Agreement was not intended to or would operate to create a partnership between the parties or authorize either party to act as agent for the other party for any purpose. S/N YTnkk0vrj0nSRZMnn3gLg [17] The Go Rush’s scope of services, inter alia, in respect of the Plaintiff’s goods were: a) Import clearance in Brunei; b) Final Mile Delivery; c) Documentation; d) Door to Door delivery to the consignee (customer). COD Amounts under the Service Agreement and Addendum [18] Pursuant to Clause 3 of the Addendum, in circumstances where the Plaintiff’s customers had opted to pay for the goods using the cash-on-delivery or COD payment method, in delivering the goods, RC Logistics through its delivery service agent, Go Rush, was to receive the COD amounts due from the customers on behalf of the Plaintiff. [19] Further, RC Logistics had undertaken to thereafter remit (whether through its delivery service agent, Go Rush or otherwise) such COD amounts to the Plaintiff in accordance with the terms of the Service Agreement and the Addendum. [20]

every week, the Plaintiff would provide RC Logistics, through its delivery service agent Go Rush, with a list of COD S/N YTnkk0vrj0nSRZMnn3gLg Packages that were delivered by RC Logistics in the preceding week and the value of those COD Packages (“COD List”);

upon receipt of the COD List, RC Logistics, through its delivery service agent Go Rush, would verify the COD amounts due for remittance to the Plaintiff;

if there was no dispute to the details set out in the COD List, RC Logistics, through its delivery service agent Go Rush, was to remit the COD amounts to the Plaintiff within the same week from receipt of the COD List. The sums due were to be remitted by Go Rush, on behalf of RC Logistics, to the Plaintiff’s HSBC Bank Malaysia Berhad Account No. 0012960000009 (“Plaintiff’s Designated Account”); and

if there was any dispute to the details set out in the COD List, RC Logistics and or Go Rush would submit the reason for such discrepancies within 48 hours of receipt of the COD List. In the event the dispute could not be resolved within 48 hours from the submission of any discrepancies, RC Logistics, through its delivery service agent Go Rush, was to remit the undisputed portion, and the disputed portion would be credited in the following week’s remittance upon resolution of the dispute, to the Plaintiff’s Designated Account. Breach of Service Agreement and Addendum [21] In accordance with the terms of the Service Agreement and the Addendum, at the beginning of each week (i.e. Monday of each S/N YTnkk0vrj0nSRZMnn3gLg week), the Plaintiff emailed the Defendants the COD List, for the Defendants’ confirmation (“Weekly Emails”). [22] At all material times, RC Logistics and or its delivery service agent, Go Rush, did not raise or communicate any valid dispute to the Plaintiff regarding the details set out in the COD Lists, specifically concerning the COD amounts claimed by the Plaintiff in the present suit, which form the subject matter of the current proceedings. RC Logistics and or its delivery service agent, Go Rush, were required to raise or express any dispute regarding the COD Lists within 48 hours of receiving the COD List from the Plaintiff failing which RC Logistics and or its delivery service agent, Go Rush, would be deemed to have accepted and agreed to all the details provided in the COD Lists, including the COD amounts specified as due and owing to the Plaintiff in the COD List. [23] However, in breach of the Service Agreement and the Addendum, RC Logistics had, through its delivery service agent, Go Rush, failed to remit the COD amounts due and owing to the Plaintiff. [24] As at 12.9.2024, the total outstanding COD amounts due and owing to the Plaintiff (including interest as at 12.9.2024) by the Defendants constituting the subject matter of this action amount to BND575,203.57 ("Outstanding COD Payments"). The details are as follows:

Week 2022 Amount COD (BND) Due Date Overdue (Days) - As at 12th Sept 2024 Interest (BND) S/N YTnkk0vrj0nSRZMnn3gLg

25.4.2022 –

8.5.2022 Week 19 69,748.42 22.5.2022 844 58,867.67 9.5.2022 - 15.5.2022

Week 20 63,684.35 29.5.2022 837 53,303.80 16.5.2022 -

5.2022

Week 21 33,557.32 5.6.2022 830 27,852.58 23.5.2022 -

5.2022

Week 22 18,406.17 12.6.2022 823 15,148.28 30.5.2022-

6.2022 Week 23 35,611.38 19.6.2022 816 29,058.89 6.6.2022 -12.6.2022

Week 24 34,331.62 26.6.2022 809 27,774.28 13.6.2022 -

6.2022

Week 25 32,644.24 3.7.2022 802 26,180.68 27.6.202-

7.2022 Week 27 19,094.69 17.7.2022 788 15,046.62 4.7.2022 - 10.7.2022 Week 28 8,361.93 24.7.2022 781 6,530.67 Grand Total 315,440.12 259,763.45 Grand Total (Including Interest) 575,203.57 RC Logistics’ Counterclaim against Plaintiff and indemnity/Contribution Claims against Go Rush [25] RC Logistics had filed a counter claim against the Plaintiff for, inter alia, the sum of RM596,288.35 being the sums due and payable by the Plaintiff to RC Logistics for services, in the form of transportation services, rendered under the Service Agreement and Addendum. [26] RC Logistics in its 3rd Party Proceedings also sought damages and or contribution and or indemnity from Go Rush in the event the Plaintiff succeeds in their claim against them for the outstanding COD amounts. S/N YTnkk0vrj0nSRZMnn3gLg Court’s Considerations Claims Against Go Rush for the COD Amounts collected by Go Rush [27] The Plaintiff’s claims against both RC Logistics and Go Rush were anchored on the non-payment of the COD amounts that were collected by Go Rush. [28] On Monday of each week, the Plaintiff would send to both RC Logistics and Go Rush the Weekly Emails regarding the COD deliveries made in the preceding week. The COD List attached to these Weekly Emails included, among other details, the following:

a column titled “Delivered Date”, being the delivery date of the COD packages that were delivered by RC Logistics’ delivery service agent, Go Rush, in the preceding week;

a column titled “Tracking No.”, being the tracking numbers of the COD packages which were delivered in the preceding week;

a column titled “Amount (BND)”, being the COD amounts to be collected from the Plaintiff’s customers by RC Logistics’ delivery service agent, Go Rush;

a column titled “Net Amount”, being the total COD amounts to be paid by Go Rush to the Plaintiff;

a column titled "Remark” for RC Logistics and or its delivery service agent, Go Rush, to raise any issues or dispute as to the details set out in the COD List. [29] It is important to emphasise that the dates listed in the “Delivered Date” column of the COD List were derived from a tracking system set up by RC Logistics’ delivery service agent, Go Rush. In other words, it was Go Rush who had inputted the delivery dates of the COD packages. This was admitted by Go Rush’s sole proprietor, DW2, during cross-examination: “YA I think counsel is really establishing the process. Ok. Yes, the process. Your financial person may come in on specific transaction, I assume. But I think what we now need to establish is the process. So, the process, as I understand it so far is, that you will receive from the Plaintiff the COD list every week. Is that right? Yes, correct. And in the COD list, there is this column that states the delivery date. Yes, correct. Counsel asked you just now that would you agree that this delivery date would have been given to the Plaintiff by D2, your company. Yes, correct. [30] Significantly, Go Rush’s sole proprietor, DW2, had admitted during cross-examination that Go Rush had received the COD amounts S/N YTnkk0vrj0nSRZMnn3gLg from the Plaintiff’s customers either on the same day the COD packages were delivered or the following day: So, where the payment option was cash on delivery or COD, Go Rush is supposed to collect those sums upon delivery, and then pay those sums to Zalora. Is that what your arrangement? Yes, that was the arrangement. And cash on delivery means that, upon delivery, the customer is supposed to pay the sum of due to cash on delivery [10:29:34AM]? Not necessarily. But that is what cash on delivery means. But not in this instance. Not in this instance? Yes. What do you mean by that Mr. Chua? Sometimes the customers would…what we will do is, we will deliver, then they will pay the next day. But this means that you will still collect those cash? Yes.” [31] It was not disputed between RC Logistics and the Plaintiff that the COD List was initially sent by the Plaintiff only to RC Logistics, as the sole contracting party with the obligation to deliver the Plaintiff’s goods to the Final Location in Brunei. It was RC Logistics who would thereafter copied its delivery agent, Go Rush, into the email thread containing the Weekly Emails. This was admitted by DW1 during cross examination. S/N YTnkk0vrj0nSRZMnn3gLg [32] However, as was admitted by DW1, the COD List was later sent to Go Rush because it would “make the process of COD remittance more efficient”: … Now, let’s move on the next one in your email. You say, ‘Hi Ramizah, trust you have received the COD report from Zalora MY this morning. Kindly go through the COD report and remittance the COD as mentioned bank as stated below. This is referring to the test live 3 orders on COD from 31st of May to 6th of June. So, this means that Go Rush would be the one who updating the COD report. Yes. And Go Rush would be the one sending to Zalora? Correct. And the reason why…the only reason why Go Rush would be updating the COD report is because they are conducting the last mile delivery. Correct? Yes, they are the ones who are conducting the last mile and at the same time, they are collecting the cash from the customer. Yes. And you have agreed earlier, Go Rush was carrying out the last mile delivery on RC Logistics [02:30:33PM]. And of course, part of this last mile delivery would be the obligation to remit the COD sums to Zalora as agreed. Correct? Yes.” … …That’s why my question to you was, you can agree or disagree, the only reason why Zalora would send the COD list to Go Rush, as we as S/N YTnkk0vrj0nSRZMnn3gLg the [02:33:02PM inaudible] was to make the process of COD remittance more efficient”. I would consider it yes. [33] Given that the ‘Delivered Dates’ were keyed in by Go Rush and given the testimony of DW2 that the payments for the goods delivered would be paid by the Plaintiff’s customers on the date of delivery or the next day, it must mean that the COD amounts would have been collected by Go Rush. [34] Indeed, Go Rush’s contention that it did not receive the COD amounts was inconsistent with DW2’s own testimony. Further, Go Rush’s alternative contention that it had already remitted the COD amounts to the Plaintiff was not supported by any documentary evidence at all. [35] The Federal Court in Dream Property Sdn Bhd v Atlas Housing Sdn Bhd [2015] 2 MLJ 441 (“Dream Property”) held that a cause of action in unjust enrichment can give rise to a right to restitution where it can be established that:

the defendant must have been enriched;

the enrichment must be gained at the plaintiff’s expense;

that the retention of the benefit by the defendant was unjust and;

there must be no defence available to extinguish or reduce the defendant’s liability to make restitution. [36] In this instant, Go Rush had admitted to receiving the COD amounts from the Plaintiff’s customers upon delivery of the COD packages. Given that the outstanding COD sums claimed by the Plaintiff in the present suit were marked as delivered in Go Rush’s own tracking system, it must follow that Go Rush would have received the outstanding COD amounts owed to the Plaintiff. In this regard, DW2, during cross-examination, also acknowledged that the COD sums collected by Go Rush from the Plaintiff’s customers were, in fact, monies belonging to the Plaintiff. [37] The COD amounts were not paid over to the Plaintiff by Go Rush. Clearly, the retention of the same by Go Rush would be to the Plaintiff’s detriment and expense. It would be unjust for Go Rush to continue retaining the COD amounts. [38] Since Go Rush had not provided as acceptable justification for not making the payment of the COD amount over to the Plaintiff, this Court found that the Plaintiff’s claim for unjust enrichment against Go Rush has been made out on the balance of probabilities. Claims Against RC Logistics [39] RC Logistics’ main contention was that Go Rush was not its agent at all and thus, RC Logistics could not be liable to the Plaintiff for Go Rush’s failure to remit the COD amounts, if at all the same were indeed owed to the Plaintiff. S/N YTnkk0vrj0nSRZMnn3gLg [40] More specifically, RC Logistics contended that Go Rush was RC Logistics’ independent contractor. In this regard, RC Logistics submitted that:

Go Rush was not mentioned at all in the Service Agreement;

Clause 2.1 of the Service Agreement provided that RC Logistics shall either through itself or its sub-contractors, provide services to the Plaintiff in accordance with the terms and conditions of the Service Agreement;

In respect of the Addendum, there was no express clause stating that Go Rush was the agent of RC Logistics. In fact, the Addendum referred to Go Rush as ‘Go Rush (GRE)’ and described GRE in various ways such as:

Delivery service agent in Clause 1 (c)(iii) - Services.

(ii) Logistics Provider in Clause 4(a) - Return to Sender (RTS).

(iii) 3rd party delivery service provider and 3rd party delivery partner in Clause 6(a) - Liability and Claim Process. [41] Another reason canvased in support by RC Logistics was that the Plaintiff had allowed Go Rush to retain the 1.5% surcharge paid by the Plaintiff’s customers who had opted to pay for the goods using the COD payment method. S/N YTnkk0vrj0nSRZMnn3gLg [42] Further, under the RCMY Service Partner Agreement, Recital (C) expressly states Go Rush as RC Logistics’ Service Partner. Clause 5, inter alia, expressly provides that:

Go Rush in carrying out its obligations shall at all times be an independent Service Partner;

in the performance of the services, Go Rush acts as a principal on its own;

no provision of the agreement was intended to or shall operate to create a partnership between the parties to the agreement or authorize either party to act as an agent for the other for any purpose. [43] Based on the aforesaid, it was contended that since Go Rush was never an agent of RC Logistics, RC Logistics could not be responsible to the Plaintiff for Go Rush’s failure to remit the COD amounts to the Plaintiff. [44] With respect, RC Logistics’ focus on distinguishing Go Rush’s status as an independent contractor and not RC Logistics’ agent in order to avoid liability to the Plaintiff is entirely misplaced. [45] At the outset it must be stated that it was RC Logistics who had informed the Plaintiff that it would engage Go Rush as its ‘delivery service agent’ for delivery of the Plaintiff’s goods to the agreed destinations in Brunei under the Service Agreement and the Addendum. S/N YTnkk0vrj0nSRZMnn3gLg [46] As RC Logistics did not have a business presence in Brunei, it was unable to offer the Plaintiff its services for delivering the Plaintiff’s goods for the Final Mile Delivery Route, i.e., directly from the Collection Location to the specified destination of the Plaintiff’s customers in Brunei (“Final Location”). This was admitted by DW1 during cross-examination. In order to provide a comprehensive “one-stop solution” or “complete package service” delivery of the Plaintiff’s goods from the Collection Location directly to the Final Location in Brunei, RC Logistics informed the Plaintiff that it could “handle” the shipment by engaging Go Rush to continue the delivery from the Delivery Location (i.e., Kuala Lumpur International Airport Warehouse) to the Final Location. This is evident from a WhatsApp message sent by DW1 to PW1 on 16.10.2020, where RC Logistics encouraged the Plaintiff to engage RC Logistics as its “one-stop solution” or “complete package service”: S/N YTnkk0vrj0nSRZMnn3gLg [47] During cross-examination, when asked about the meaning of “one-stop solution” and “complete package service” as mentioned by DW1 in the WhatsApp messages above, DW1 confirmed that what she meant was that the Plaintiff would only need to deal with RC Logistics for the delivery of the Plaintiff’s goods from the Collection Location to the Final Location in Brunei.: Now, I refer you to your WhatsApp text, the fifth row in page 46, where you say, ‘I am sure we would like your shpt’, meaning shipment, ‘to be handled by RC as a one-stop solution’. So this means that RC Logistics was offering to be a one-stop solution for Zalora. Correct? S/N YTnkk0vrj0nSRZMnn3gLg Yes, correct. And this would be for delivery from KL to Brunei. Yes. So here, when you go to the next WhatsApp message, you say, ‘For RC we can hand over goods to SF in Brunei when shipment arrives in BWN’, meaning Begawan. ‘What you look forward is to give Zalora a complete package service in the near future.’ So here, what you mean by complete package service is that Zalora only needs to deal with Royal Cargo. Yes. And so Royal Cargo would be the main point of contact for Zalora in relation to the delivery from KL to Brunei. Yes. So here, here is when you then, here is when Go Rush will then carry out that last mile delivery to Brunei as part of this delivery services. Correct? That’s, right. [48] The aforesaid was the reason why pursuant to the terms of the Addendum (which was executed solely between the Plaintiff and RC Logistics), RC Logistics agreed that its responsibilities under the Service Agreement and Addendum would include sending pre-alerts and documents to the “destination delivery service agent GoRush (GRE)” upon shipment to the Delivery Location. In particular, Clause 1(c) of the Addendum is reproduced below:

Services a. Scope of Work - B2B & B2C Collections S/N YTnkk0vrj0nSRZMnn3gLg ZALORA will notify the RC Logistics when a Shipment needs to be collected. The following will be applicable to all Shipments, unless otherwise notified to RC Logistics by ZALORA: Collection Location: ZALORA MY, MAPLETREE DISTRIBUTION CENTER, SHAH ALAM Collection Schedule: DAY 2 & DAY 5 b. Deliveries Delivery Location: KLIA AIRPORT WAREHOUSE Delivery Schedule: DAY 2 & DAY 5 c. RC Logistics (RCMY) will be responsible for: i. Send trucking details in advance to Zalora Logistics team to prepare PRS and customs declaration form prior collection. ii. Send monthly load plan of flight detail and booking confirmation to Zalora Logistics with contains of:- a. MAWB & HAWB number b. Flight information il. Send pre-alert and documents to destination delivery service agent GoRush (GRE) upon shipment submission to airline. iv. Update "Receive" status in GRE dashboard tracking system. [49] The engagement of Go Rush to handle RC Logistics’ obligations to the Plaintiff for the delivery of the Plaintiff’s goods from the Delivery Location (i.e., Kuala Lumpur International Airport Warehouse) to the Final Location. was further evidenced by the execution of the RCMY Service Partner Agreement, entered solely between RC Logistics and Go Rush (to which the Plaintiff was neither a party nor privy). The RCMY Service Partner Agreement sets out the terms agreed between RC Logistics and Go Rush for delivery by Go Rush, as RC S/N YTnkk0vrj0nSRZMnn3gLg Logistics’ delivery service agent, of, among others, the Plaintiff’s goods to the Final Location in Brunei under the Service Agreement and the Addendum. Pursuant to the RCMY Service Partner Agreement, RC Logistics and Go Rush had agreed to the following terms:

Recital (A) of the RCMY Service Partner Agreement provides that RC Logistics had been “engaged in the business of providing international shipping services to its Customers at various locations within Brunei (i.e. delivering the Plaintiff’s goods to the agreed destinations in Brunei)”.

(ii) Recital (D) of the RCMY Service Partner Agreement provides that Go Rush “represents to RCMY (i.e. RC Logistics) that it is willing and able to perform the Services and has agreed to do so on the terms set out herein”.

(iii) The term “Services” is defined in Clause 1.1 of the RCMY Service Partner Agreement as “the provision of clearance & delivery services to be performed by the Service Partner (i.e. Go Rush) in accordance with the terms of this Agreement and as more particularly described in Schedule 2 and as agreed between the parties hereto from time to time”.

(iv)