TERMS AND CONDITIONS
GENERAL TERMS & CONDITIONSLast modified 19.03.21
PLEASE READ THESE GENERAL TERMS AND CONDITIONS (the “AGREEMENT”) CAREFULLY BEFORE USING THE CARGOBASE PLATFORM AS THEY GOVERN YOUR ACCESS AND USE OF THE PLATFORM, SOFTWARE APPLICATIONS AND OTHER SERVICES PROVIDED BY CARGOBASE. BY USING THE CARGOBASE PLATFORM, YOU ARE DEEMED TO HAVE ACCEPTED THIS AGREEMENT WHICH CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU AND CARGOBASE AND/OR ANY THIRD PARTY THAT YOU MAY LEGALLY REPRESENT.
1. AGREEMENT TERMS AND CONDITIONS
1.1 Owner of the Platform. CARGOBASE PTE LTD having a principle place of business at 6 Ean Kiam Place, 429106 Singapore, and the company registration number 201311570K (“Cargobase”) operates an Internet-based logistics management platform, including the Cargobase corporate website http://cargobase.com (the “Site”), the mobile application entitled Cargobase (the “Application”), and provides the related services (collectively, the “Platform”).
1.2 The Platform allows logistics service providers (the “Logistics Service Providers” or “LSP”) and customers of LSPs (the “Customers”), (both respectively referred to as “Users” or “you(r)”), to collaborate across a range of logistics procurement and management activities and gain access to industry information, services, writings, graphics, media and data files and other text and content materials by using the Platform. Through the Platform, Users are able to post, receive and reply to quote requests and provide or receive logistics services, including the exchange of information and documents critical to establishing and conducting logistics services as described further below to or from other Users.
1.3 By using the Platform, you enter into a legally binding agreement with Cargobase and you agree to comply with the terms and conditions set forth herein.
1.4 To gain access to the Platform and become a User, you must register your user account (the “Account”) with Cargobase customer support department by email at firstname.lastname@example.org. Cargobase and a User may also enter into separate written agreements that may overrule this Agreement.
1.5 If you enter into this Agreement on behalf of or for the benefit of any third party, you hereby agree and represent that you have the authority to legally bind such entity to this Agreement. If you do not have the authority specified in the preceding sentence or if you do not agree with one or more provisions of this Agreement, you are not allowed to access or use the Platform.
1.6 The Platform is offered for business purposes only and cannot be used for personal, household, or consumer purposes. By registering the Account, you acknowledge and agree that:
- You have read this Agreement and agree to be abide by it;
- You have the capacity to conclude legally binding agreements;
- You will provide full, complete, and accurate information, including personal data, and agree to amend it as soon as any changes occur;
- You will not provide any false, misleading, defamatory, or erroneous information;
- You are solely responsible for any activity that occurs through your Account and shall not hold Cargobase liable in this regard, for any reason whatsoever;
- Are not under any type of judicial interdiction;
- Will register a single Account (multiple Accounts registered by the same person or entity are not allowed); and
- Are a human individual or an individual acting on behalf of a business entity, and not a machine (machine-generated Accounts are not allowed).
2.1 Cargobase may, at its sole discretion, update and revise this Agreement at any time by posting the amended Agreement on the Platform. We will notify you of amendments to this Agreement by email at the email address registered in your Account.
2.2 Your continuous use of the Platform following the posting of any changes to the terms of this Agreement constitutes acceptance of those changes. Your use of the Platform is subject to your continued compliance with the Agreement.
2.3 If the modified Agreement is not acceptable to you, your only recourse is to cease using the Platform.
2.4 The effective date of any revision or amendment will be the date on which the revised Agreement is posted on the Platform. Without limiting the generality or effect of the foregoing, Cargobase may also add, delete or modify some or all of its services at any time in its sole discretion.
3. KEY TERMS
Further in the Agreement, you will encounter recurrent terms that are defined below:
“Cargobase Customer Support” means support and maintenance provided to the User with regard to the Platform and the Software Services.
“Cargobase Technology” means Cargobase’s proprietary technology, including the Software Services, software (including in source and object forms), software tools, hardware designs, algorithms, user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by Cargobase or Cargobase licensors) and also including any derivatives, improvements, enhancements or extensions of the Platform.
“Cargobase Rates and Services Form” means the form that sets forth the Professional Services provided by Cargobase and its related Service Fees.
“Confidential Information” refers to any information disclosed by one party to the other that can be reasonably understood to be confidential, including, without limitation, any information of Users, Cargobase, RFQs, quotes, and all financial, business, and technical information.
“Content” means any material, information and data provided by the User and made available to other Users through the Platform, including but without limitation to, company logos, trademarks and other copyrighted materials, pricing schemes, data related to the delivery and parcel, currency selections and other information related to RFQs, quotes and Logistics Services.
“Logistics Services” means any services related to the management over the flow of goods and materials between points of origin to end-use destination provided by Logistics Service Providers, including but without limitation to, the handling, shipping, forwarding, warehousing, and packaging, as the case may be.
“Professional Services” means any professional or consulting service provided by Cargobase to the User as set forth in the Cargobase Rates and Services Form.
“Scheduled System Downtime” is the total time during which the Software Services are inaccessible due to planned maintenance.
“Service Fee(s)” means collectively the Transaction Fee and any other fees that Cargobase charges in consideration for its services and that are set forth in the Cargobase Rates and Services Form.
“Software Services” means the marketplace services provided by Cargobase through the Platform. Software Services include Cargobase Customer Support for the Software Services.
“System Availability” means a percentage calculated by dividing the total time during which the Software Services are available for the User to use by the total time in a given period, less the Scheduled System Downtime.
“Third Party Products/Services” means Cargobase’s licensors’ products and/or services.
“Transaction Fee” means the fee payable by Customer, calculated as a percentage of the applicable Logistic Services provided by LSP.
“User Equipment” means User’s computer hardware and network infrastructure used to access the Platform.
“User Technology” means User’s technology, including User’s Internet operations design, content, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by User or licensed to User from a third party) and also including any derivatives, improvements, enhancements or extensions of the User Technology conceived, reduced to practice, or developed during the User’s usage of the Platform by or on behalf of User.
4. USER CONTRACTS AND DISCLAIMER
4.1 This Agreement (and any other supplemental or additional agreement you enter into with Cargobase) governs your use of the Platform. The specific terms and conditions of a User’s purchase or sale of the Logistics Services (such as pricing, warranties from providers, delivery, etc.) through the Platform are established between the Users by means of separate transaction agreements (the “User Contracts”).
4.2 Although Users post the Content, the Logistics Services or inquiries on the Platform, Cargobase is merely a venue for the Users to agree upon the terms of the Transactions. Unless otherwise provided on the Platform, Cargobase does not intervene into the communication between the Users as well as negotiation, conclusion, and execution of the User Contracts.
4.3 Unless explicitly specified otherwise on the Platform, Cargobase’s responsibilities with regard to the User Contracts are limited to facilitating the availability of the Platform. By using the Platform, the User acknowledges and agrees that the contracting Users and not Cargobase are solely responsible for providing services under the User Contracts and any information or warranties related thereto. Cargobase cannot and does not control whether Users complete the sale of the Logistics Services they offer. Cargobase is not responsible for the payment or collection of orders made through the Platform. Cargobase does not set nor endorse the price, contract terms, quality, safety, conformance or legality of any of the Logistics Services advertised or offered for sale, the ability of Users to sell or provide the Logistics Services or the ability of Users to buy Logistics Services.
4.4 If the Users decide to enter into the User Contract through the Platform, the User Contract is the contractual relationship between the Users and the Users have complete discretion with regard whether to enter into the User Contract and the agreed terms of the User Contract. The User acknowledges and agrees that Crgobase is not a party to the User Contracts and the formation of the User Contracts does not create employment, partnership, joint venture, or other service relationships between the Users and Cargobase.
4.5 Cargobase will not be liable for any direct, indirect, consequential or inconsequential loss or damage that results from the User Contracts and any business transactions made between the Users as a result of the interactions through the Platform.
The Users are entitled to enter into any agreements as they deem to be appropriate (e.g., a confidentiality or assignment agreements), provided that such agreements do not conflict with, narrow, or expand this Agreement.
4.7 The Users are solely responsible for:
- Ensuring that they are qualified in providing services under the User Contracts
- Preparing, negotiating, concluding, and executing the User Contracts;
- Paying all applicable taxes, levies, duties, and other fees associated with payments made under the User Contracts; and
- Cooperating with Cargobase in any audits by providing information and records about the User Contracts, invoices, tax returns, and other financial reports issued under the User Contracts.
4.8 The Users are solely responsible for providing accurate information on the Platform through their Accounts, including their contact details, business information, availability schedules, and service fees. Cargobase bears no responsibility and makes no warranties about the accuracy, truthfulness, or completeness of such information and any transactions carried through the Platform.
4.9 The Users are solely responsible for carrying out appropriate checks regarding other Users, including, without limitation, their relevant trade and industry accreditations, qualifications, legal authorizations, the scope of insurance, and availability schedule prior to concluding the User Contracts. None of the references provided in relation to any User of the Platform (e.g., reviews, comments, or ratings) represents endorsement, certification or guarantee about any User, as well as the information or services provided by that User.
4.10 Cargobase is not responsible for any disputes that arise between the Users, nor is Cargobase obliged to receive or process, complaints against the Users or resolve disputes between the Users, unless the complaint concerns the performance of Cargobase’s legal or contractual obligations under this Agreement.
4.11 The Users agree to report any abuse related to the User Contracts without undue delay to Cargobase. Cargobase reserves the right but is no under obligation to investigate the reported abuse and impose proportional sanctions on the Users.
5. USING THE PLATFORM AND OBLIGATIONS OF USERS
5.1 Interaction between Users:
5.1.1 As a User you may post, receive and reply to quote requests (the “Quote Request(s)” or “RFQ(s)”)and provide or receive the Logistics Services, including the exchange of information and documents critical to establishing and conducting the Logistics Services. When posting a Quote Request, you may provide all necessary information with regards to your desired Logistics Services, such as shipment address, parcel’s content, size and weight, preferred payment currency, and others. Customer’s RFQ will be made available via the Platform and selected or all LSPs will be able to provide a quotation based upon the information provided in the RFQ, including further information such as freight mode, weight charges and any applicable surcharges (the “Quote(s)”).
5.1.2 The Quotes will be made in the Customer’s preferred payment currency and the LSP understands and agrees that the conversion rate into Customer’s preferred currency will fluctuate and that any conversion rates shown during the Quote process are purely indicative. The LSP may limit the validity period of the provided Quote and/or edit, and/or cancel its Quote at any point while it is still pending (i.e. not accepted by the Customer). The Customer may book a Quote as long as such a Quote has not been cancelled by the LSP or expired.
5.1.3 The Customer understands and agrees that through the booking of a Quote, the Customer enters into a legally binding agreement with the LSP and thereby accepts any terms, conditions, rules and restrictions imposed by the LSP with regards to the Logistics Services (such as delivery terms, warranties of LSP, liability and limitation thereof), and any such agreement must not violate any of the Terms as set forth herein.
5.1.4 Upon awarding of Quote to LSP, LSP shall provide its Logistics Service as agreed upon and is solely responsible for performing the Logistics Services. LSP shall submits its proof of delivery (“POD”) through the Platform, including but not limited to, the name of the person accepting the shipment and time stamps.
5.1.5 Once LSP submits the final amount due through the Platform including any post-hoc costs, additional fees and taxes (the “LSP Invoice”), including the supportive documents, Cargobase shall create an invoice for the Customer (the “Customer Invoice”). The Customer shall settle the Customer Invoice in accordance with any payment terms as per the Customer Invoice, except as otherwise provided, through payment into a bank account of an independent, certified and licensed third party payment provider (the “Payment Agent”) as specified by Cargobase in order for LSP Invoice to be settled.
5.1.6 The Customer Invoice and the LSP Invoice may be in different currencies in which case the conversion of currencies will be handled exclusively through the Payment Agent.
5.1.7 For the avoidance of doubt, Cargobase itself does not serve as a payment collection agent or remittance agent and does not assume any liability for any acts or omissions of any User.
5.2 No Endorsement or Review:
5.2.1 Cargobase does not review or endorse any fees of LSPs or the Quotes, LSP’s delivery terms, truth or accuracy of the Content, safety, quality, performance, conformance or legality of any of the Logistics Services advertised or offered for sale, the ability of LSP to sell or provide the Logistics Services or liquidity of the Users.
5.2.2 The User acknowledges and agrees that the User is solely responsible for creating, managing, editing, reviewing, testing, deleting, and otherwise controlling the Content the User posts on the Platform. The User shall be responsible for any liability associated with Cargobase’s publication and distribution of the Content and the User agrees to indemnify and hold harmless Cargobase from any and all claims whatsoever, that may arise from the Content posted on the Platform.
5.2.3 The User represents and warrants that the Content and any transaction between the Users: (a) must not be fraudulent; (b) must not infringe any third party’s rights, including but not limited to copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; (c) must not violate any applicable law, statute, rule or regulation; (d) must not be obscene, indecent or contain pornography; (e) must not be defamatory, trade libellous, threatening or harassing; (f) must not be outdated or inaccurate in any way that could mislead any User; and (g) must not link directly or indirectly to or include descriptions of products or services that are prohibited by this Agreement or any relevant laws or regulations.
5.2.4 The User acknowledges and agrees that Cargobase is not obligated and undertakes no responsibility to review the Content and to determine its truth or accuracy. However, Cargobase may take any action deemed necessary and appropriate with respect to any Content, including but not limited to, the removal and deletion of the Content that Cargobase, in it sole discretion, believes to cause any liability to Cargobase, the Users or other parties or interfere with or impair Cargobase’s relationship with any User. Cargobase also reserves the right to temporarily or permanently disable any Account.
5.4 Logistics Services related to Dangerous Goods:
5.4.1 The transportation of (a) dangerous goods, commodities or hazardous materials or (b) goods, commodities or materials that may become dangerous or hazardous (collectively, the “Dangerous Goods”) is subject to special safety considerations and legal requirements. The proper communication and evaluation of information relevant to the safe transportation of the Dangerous Goods are User’s sole responsibility.
5.4.2 Cargobase does not warrant, verify or monitor the appropriateness, accuracy or completeness of the information relevant for transportation safety of the Dangerous Goods, or the aircraft, vehicle or vessel carrying them.
5.4.3 LSP agrees to exercise special care when arranging for the transportation of the Dangerous Goods. LSP also warrants: (a) that its personnel are trained properly pursuant to applicable laws, regulations and standards of care with respect to the Dangerous Goods; (b) that Dangerous Goods are accurately identified; (c) that the risks and hazards associated with the transportation of the Dangerous Goods are properly communicated to relevant parties; and (d) that Dangerous Goods are transported consistent with the risks and hazards.
6. CANCELLATION OF THE QUOTES
Upon cancellation of an awarded Quote, cancellation follows LSP’s terms and conditions with respect to any applicable cancellation and/or service fees due and LSP may submit its final amount due through the Platform. Cargobase then creates the Customer Invoice and the Customer agrees to settle the Customer Invoice in accordance with any payment terms as per the Customer Invoice through payment into a bank account of the Payment Agent as specified by Cargobase in order for the LSP Invoice to be settled.
7. POLICY ENFORCEMENT
7.1 Cargobase acts as the facilitator by providing a venue for the Users to connect and sell or purchase the Logistics Services. While the Users enter into a legally binding contract for the provision of the Logistics Services by concluding the User Contracts, Cargobase reserves the right to take a more or less lenient approach in ensuring all such User Contracts entered into between the Customers and LSP are in accordance with this Agreement and other Platform policies.
7.2 The User agrees to create and maintain records that document User’s compliance with this Agreement. Upon request of Cargobase, the User agrees to provide copies of the said records to Cargobase or any third parties acting on behalf of Cargobase. The User is solely responsible for creating, maintaining, storing, and backing up User’s records.
7.3 Nothing in this Agreement is construed as a requirement for Cargobase to (a) monitor or assess User’s compliance with the Agreement or the terms of the User Contracts or (b) store, backup, retain, or grant access to the records.
8.1 Applicable Laws. The User understands and agrees that the User is responsible to comply with all applicable local, state, federal, tax, and international laws, statutes, rules and regulations relating to User’s access and use of the Platform. The User must not violate or breach any such applicable laws and regulations. The User further undertakes not to use the Platform to facilitate collusion or other conduct in violation of antitrust laws or any applicable competition laws.
8.2 No Unauthorized Access. The User shall not provide access to the Platform and/or the Account to other persons through use of User’s username or password. The User is solely responsible to ensure that it takes no action or omits to take action which in either case results in any other person utilising User’s username or password. The User bears all risk associated with the use of its Account by another party, except to the extent as due to the gross negligence of Cargobase.
8.3 No Malicious Intent. The User agrees not to tamper in any way with the software or functionality of the Platform, not to utilize any malicious software or other computer programming routines that may damage, interfere with, intercept or expropriate any system, data or information on the Platform.
8.4 Maintenance of Confidential Information & Privacy of Users. The User agrees not to disclose other Users’ Confidential Information, including, but not limited to, any information and related documents shared during any communication by and between the Users on the Platform. In addition, the User agrees not to disclose the Confidential Information of Cargobase, such as business and technical information, including, but not limited to, pricing, aggregated data, analytics and ratings. The foregoing restrictions shall not apply with respect to any information that (a) is or becomes generally known or publicly available through no act or failure to act on the part of the receiving party, or (b) is rightfully known by the receiving party at the time of receiving such information as evidenced by records. The User agrees and undertakes to use the same degree of care to protect the Confidential Information as it uses to protect its own confidential information with at least reasonable degree of care and to not disclose any information, except as for the purposes it is provided to the User, or when required due to a judicial or governmental request or order and only in accordance with applicable laws. The User shall not disclose, sell, rent or distribute another User’s information to a third party or use information for marketing purposes, unless the User obtains the consent of the specific User to do so.
8.5 No Infringement or Misappropriation. In connection with User’s use of the Platform, the User undertakes to not infringe, misappropriate or violate the rights of any person or entity, including but not limited to, their intellectual property, privacy, or contractual rights.
8.6 No False Representations. The User shall not impersonate, falsify or otherwise misrepresent itself of User’s organization.
8.7 No Solicitation. The User shall not recruit or otherwise solicit any other User to join third-party services or websites that are competitive to the Platform or Cargobase, without Cargobase’s prior written approval.
8.8 No Circumvention. The User shall not use the Platform to find another User and enter into an agreement regarding the Logistic Services independent of the Platform in order to circumvent to pay any Service Fees chargeable by Cargobase.
9. SOFTWARE SERVICES PROVIDED
9.1 The Software Services and the Professional Services provided hereunder will be performed by skilled and qualified personnel, in a professional manner in accordance with the standards of the computer services industry.
9.2 Cargobase will provide a ninety nine and one-half percent (99.5%) rate of the System Availability measured on a calendar quarterly basis (the “Service Level”). The Service Level will not apply to performance issues: (i) caused by factors outside of Cargobase’s reasonable control; (ii) that resulted from any actions or inactions of the User or any third parties (e.g. lack of network availability or performance as provided by Cargobase’s bandwidth provider partners); or (iii) that resulted from the User Equipment.
9.3 Cargobase will give the User a notice of any Scheduled System Downtime. The Scheduled System Downtime will not be factored into the System Availability calculations.
9.4 Cargobase will regularly backup, at least daily, the Software Services data. The User agrees that in the event of any loss or damage to User’s data due to malfunction of the Software Services, Cargobase will restore lost or damaged data to the extent of its latest backup.
9.5 If the Software Services do not meet the Service Level, Cargobase will respond in accordance with the Customer Support Policy.
9.6 The Service Level as set forth herein will apply only to the Software Services provided by Cargobase and does not apply to any Professional Services or to any service(s) that expressly exclude the Service Level.
9.7 The User is responsible for the selection of software to satisfy its requirements, for its data, and for the data and other results obtained, and conclusions drawn, from operation of the Software Services. Cargobase will have no liability to the User or third parties in connection with the use of such data, results and conclusions. In addition, the User acknowledges that Cargobase does not and cannot control the flow of data to or from other portions of the Internet. Actions or inactions of third parties may result in situations in which User’s connection to the Internet, its use of the Software Services, or information and systems may be impaired, disrupted or damaged. Although Cargobase uses commercially reasonable efforts to take actions it deems appropriate to remedy and avoid such events, Cargobase cannot guarantee that they will not occur. Accordingly, Cargobase disclaims any and all liability resulting from or related to such events.
10. ACCESS TO THE PLATFORM
10.1 Equipment and Connections. The User is responsible for providing all equipment necessary to access the Internet and the Platform. Cargobase will make all commercially reasonable efforts to ensure that the Platform is available to the Users, with regularly scheduled system downtime and other non-scheduled outages, where possible, occurring on the least disruptive day and time.
10.2 Availability of the Platform. The Platform is usually available 24 hours a day, 7 days a week pursuant to the Service Level as set forth in Clause 9. However, Cargobase retains the right to make the Platform unavailable from time to time for any reason. The User agrees that Cargobase shall not be liable for any damages arising from any interruption, suspension or termination of the Platform.
10.3 Use of Passwords. User’s access to and use of the Platform is achieved through a combination of a username and password. A User with administrative privileges may add additional Users to enable multiple Users within the User’s organization to use the Platform. The username and password provide entry to the Platform and allow the User to perform a range of actions on the Platform. No User or other person is permitted to access the Platform using the username and password of any other User.
Cargobase will provide the Cargobase Customer Support with regards to the Platform as described in the Customer Support Policy.
12. SERVICE FEES
12.1 In consideration for the use of the Platform, Cargobase charges, or may decide to charge in the future, certain Service Fees to its Customers. Any such fees and commercial terms are governed by a Service Level Agreement between Cargobase and the Customer.
12.2 Logistics Service Providers are not charged for use of the Platform, unless there is a separate commercial agreement in place with Cargobase. Such charges may include a transaction fee per shipment or other fees related to for example business analytics services.
12.3 Any charged fees are not refundable.
13. TERMINATION AND ACCOUNT DELETION
13.1 Termination Rights. Unless as agreed otherwise in a separate written agreement, either Cargobase or the User may immediately terminate any agreement and/or any service subscription by notifying the other party in writing, through the Account, or via e-mail.
13.2 User Obligations. Upon termination, the User agrees to pay all outstanding debts to Cargobase in full within thirty (30) days, and honor all outstanding transactions.
13.3 Account Deletion. Upon termination and fulfilment of all outstanding transactions and/or payments, Cargobase shall delete the Account.
13.4 Breach of the Agreement. The Agreement shall be terminated automatically if the User breaches any provision of the Agreement. Cargobase may suspend, disable, or delete the Account (or any part thereof) if Cargobase has a reason to believe, at its sole discretion, that the User has violated any provision of this Agreement or that User’s conduct tends to damage Cargobase’s reputation and goodwill. If the Account is deleted for the foregoing reasons, the User may not re-register.
14. INTELLECTUAL PROPERTY MATTERS
14.1 Intellectual Property of Cargobase. The User acknowledges that all data and material developed and/or collected by Cargobase in connection with the operation of the Platform shall be the exclusive property of Cargobase and is protected by copyright laws, trademark laws and other applicable laws. The Cargobase brand name and company logo are not available for use without prior written permission by Cargobase, unless where copyrighted data and material may be used in accordance with any separate agreements entered into between Cargobase and the User.
14.2 Intellectual Property With Respect to the Content. The Content consists of materials which are owned by, licensed or used with the permission of the User and its licensors (if any), and is protected by local and international copyright, trademark, and patent laws. The Content may also include trade secrets proprietary to others. The User agrees not to modify or delete any notices on the Content regarding copyright, trademark, patent and/or proprietary rights. All third party content published on the Platform is property of the respective copyright owners and may not be copied or distributed in any way by other User for its own commercial purposes. To enable Cargobase to use the Content provided by the User in connection with the operation of the Platform and the advertisement thereof by Cargobase, without violating any rights the User has in the information and material, the User grants to Cargobase a non-exclusive, worldwide, perpetual, irrevocable, royalty free right to exercise the copyright, trademark and publicity rights (but not other rights) the User has in such material Information, online and otherwise in any publicity material of Cargobase. Title to and ownership of all intellectual property rights of the material and information provided by the User shall remain with the User or its third party licensors.
14.3 Except as where expressly provided, nothing in this Agreement shall be construed to transfer from Cargobase to the User any right, title or interest in or to any Cargobase Technology or any Third Party Products/Services, and all right, title and interest in and to Cargobase Technology or the Third Party Products/Services will remain solely with Cargobase or Cargobase’s licensors, and no license, right or interest in any Cargobase or Cargobase licensors’ trademark, copyright, trade name or service mark is granted to the User.
14.4 To the extent that the User or its employees or contractors participate in the creation or development of the Cargobase Technology, the User, on behalf of itself and its employees and contractors, hereby assigns and agrees to assign to Cargobase all right, title and interest, including all intellectual property rights in, and to, the Cargobase Technology. Notwithstanding anything to the contrary in this Agreement, Cargobase will not be prohibited or enjoined at any time by the User from utilizing any skills or knowledge acquired during the course of providing the Professional Services, including, without limitation, information publicly known or available or that which could reasonably be acquired in similar work performed for another User.
15. THIRD-PARTY CONTENT AND SERVICES
15.1 The Platform may link directly or indirectly to third-party websites or services. Cargobase does not control nor endorse or assume any responsibility for third-party content, goods and services, business practices and policies of any third party.
15.2 Cargobase does not endorse or control the truth or accuracy of any Logistics Services or any related data made available by the User through the Platform.
15.3 Cargobase must not be held responsible, or liable, directly or indirectly, for any damage, or loss caused or alleged to have caused by or in connection with any third-party content available on or through the Platform.
16. DATA PRIVACY
17. WARRANTY DISCLAIMER
CARGOBASE PROVIDES THE PLATFORM AND ITS SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTY OR CONDITION, EXPRESS OR IMPLIED. THE USER AGREES THAT USER’S ACCESS AND USE OF THE PLATFORM IS AT USER’S SOLE RISK. CARGOBASE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, (I) THE IMPLIED WARRANTIES OF MERCHANTABILITY, (II) FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, (III) THAT THE PLATFORM WILL BE CONTINUOUS, UNINTERRUPTED AND/OR ERROR-FREE, (IV) THE QUALITY, IDENTITY OR RELIABILITY OF ANY USER, USER’S PERFORMANCE OR LIQUIDITY, AND WHETHER YOU SHOULD DO BUSINESS WITH SUCH ANY USER, (V) THE ACCURACY OR TRUTHFULNESS OF CONTENT MADE ON THE PLATFORM BY OR ON BEHALF OF THE USERS, AND (VI) THE ACCURACY OR TRUTHFULNESS OF AND ANY WARRANTIES REGARDING THE INFORMATION, PRODUCTS OR SERVICES PROVIDED BY OR THROUGH THE CONTENT OR THE APPLICABILITY TO ANY USER’S CIRCUMSTANCES OR REQUIREMENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CARGOBASE OR THROUGH THE PLATFORM, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. THE USER IS SOLELY RESPONSIBLE FOR ALL OF USER’S INTERACTIONS WITH OTHER USERS, COMMUNICATIONS AND CONTENT PROVIDED. CARGOBASE DOES NOT REVIEW OR VERIFY ANY CONTENT, INCLUDING BUT NOT LIMITED TO, RFQS, QUOTES, LSP’S DELIVERY TERMS, TRUTH OR ACCURACY OF THE CONTENT POSTED BY THE USER, SAFETY, QUALITY, PERFORMANCE, CONFORMANCE OR LEGALITY OF ANY OF THE LOGISTICS SERVICES ADVERTISED OR OFFERED FOR SALE, THE ABILITY OF LSP TO SELL OR PROVIDE THE LOGISTICS SERVICES OR LIQUIDITY OF THE USERS.
18. LIMITATION OF LIABILITY
18.1 The User acknowledges and agrees that, to the maximum extent permitted by law, neither Cargobase, nor any of its affiliates, its officers, directors, shareholders, sub-contractors, agents and employees will be liable to the User or any third party for any indirect, incidental, special, punitive, or consequential loss of profits, loss of earnings, loss of business opportunities, lost data, interrupted communications, damages, expenses, including reasonable legal expenses, or costs resulting directly or indirectly from or otherwise arising in connection with:
- The use of the Platform by the User, including, but not limited to, damages resulting from or arising from User’s reliance on the Platform, or the mistakes, omissions, interruptions, errors, defects, delays in operation, non-deliveries, misdeliveries, transmissions, eavesdropping by third parties, or any failure of performance of the Platform;
- The termination of User’s membership by Cargobase for any reason whatsoever;
- Claims related to the failure or conformity of any Logistics Services purchased or sold on the Platform, including, but not limited to, the quality of performance, timeliness, handling of the Dangerous Goods, or any other goods or material whether published on the Platform or not;
- The breach, or alleged breach, of any warranty, express or implied, relating to any such service;
- Government restriction, strikes, war, any natural disaster or force majeure, power failures, large increases in on-line activity in a short period of time (usage spikes), viruses, catastrophic hardware failures, attacks on Cargobase’s servers, fires, earthquakes, floods, unusually severe weather, or any other condition beyond Cargobase’s reasonable control; or
- Loss of security of a User’s information provided in connection with use of the Content or the Platform, or interception by unauthorized third parties.
18.2 Cargobase’s cumulative liability to the User for any and all claims or causes of action relating to this Agreement that arise shall, in the aggregate, be limited to the amount of USD 10.000 (ten thousand United States dollars).
In the event of a dispute between one or more Users or any other third party, the User hereby agrees, to the fullest extent as permitted by law, to release, defend, indemnify and hold Cargobase, and each of its respective affiliates, its officers, directors, shareholders, subcontractors, agents and employees, harmless from and against any claims, liabilities and damages of every kind and nature, incurred or allegedly incurred by Cargobase, arising out of or in any way connected with: (a) User’s access to or use of the Platform or the Content and engagement in transactions on the Platform; (b) User’s violation of this Agreement; (c) User’s provided Content; (d) User’s communication or interaction with any other User through the Platform; (e) creation of an RFQ or Quote; (f) the Logistics Services sold on the Platform; and (g) User’s failure to perform or breach of warranty.
20. APPLICABLE LAW AND DISPUTES
20.1 This Agreement and the relationship between the User and Cargobase shall be governed by and construed in accordance with the laws of the Republic of Singapore without regard to its conflict of law provisions.
20.2 Any disputes arising out of or relating to this Agreement shall be resolved by means of negotiation with Cargobase. If the dispute cannot be resolved by means of negotiation, the dispute shall be submitted to the binding online arbitration. This Section 20 does not affect any statutory rights that the User is entitled to as a consumer.
21. GENERAL PROVISIONS
21.1 A party’s failure to insist upon or enforce strict performance of any provision of this Agreement or waiver of any right shall not be construed as a waiver of any provision or right. Neither the course of conduct between User and Cargobase nor trade practice shall act to modify any provision of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable by an assigned arbitrator or a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible and any other provision of this Agreement shall remain in full force and effect. Headings found in this Agreement are for references only.
21.2 This Agreement may not be assigned or otherwise transferred by the User, in whole or in part, and any such assignment or transfer without prior written consent shall be null and void and of no force or effect whatsoever.
21.3 The parties act as independent contractors. No provision in this Agreement may be construed to constitute either party as an agent, servant, employee or partner of the or as any partnership, joint venture or similar relationship whatsoever.
21.4 Neither party shall be liable for any delay in meeting or for failure to meet its obligations under this Agreement due to any cause outside its reasonable control, including but without limitation to, war, riot, acts of public enemies, malicious acts of damage, acts of any government authority, failure of the public electricity service, natural disasters, and which by its reasonable care and diligence it cannot overcome and are not the result of its negligence.
21.5 Any notices or other communications permitted or required hereunder, shall be in writing via email to the email address provided by each party.
If you have any questions with regard to this Agreement, please contact Cargobase:
Postal address: Cargobase, Tanglin Post Office, PO Box 616, 912421 Singapore