SHIPA FREIGHT™ USER AGREEMENT
This Shipa Freight™ User Agreement (the “User Agreement”) and all policies and additional terms posted on and in our sites, applications, tools and services (collectively “Services”) set out the terms on which Shipa Freight Solution L.L.C., a company organized under the laws of Dubai, U.A.E. (hereinafter, the “Company”) offers you access to the Shipa Freight™ service. You agree to comply with all of the terms of this User Agreement when accessing or using our Services.
About Shipa Freight™
Shipa Freight™ is online freight quotation service operated by the Company. The Company is an affiliate of Agility GIL for Company Business Management W.L.L. and its group entities, which are in the business of providing freight forwarding services on a global scale (collectively “Agility GIL” and each entity of Agility GIL, an “Agility Entity”).
By accessing the Shipa Freight™ web-platform, any person or entity interested in shipping goods from one location to another can - subject to any restrictions by law or under this User Agreement - get a quotation and place a transport order in just a few minutes.
In providing you any information in connection with a quotation, the placing of your transport order or the execution thereof, the Company is merely acting as an agent for Agility GIL and as an intermediary between you and the Company. When you accept a quotation through Shipa Freight™ and the Standard Trading Conditions of Agility GIL the actual freight forwarding contract is entered into between you and the relevant Agility Entity. The Company is not a party to the freight forwarding agreement.
As of the date hereof the Services are provided to you free of charge. However, we reserve our right to charge fee to the users of Shipa Freight™ at a later date, in which case the terms of this User Agreement will be amended accordingly and posted on the Shipa Freight™ website.
Prohibited Use of Shipa Freight™
In connection with using or accessing the Services you will not use Shipa Freight™ for purposes other than obtaining freight quotations and placing transport orders. Without limiting the generality of the foregoing, you will not:
- breach or circumvent any laws, third-party rights or our systems, policies, or determinations of your account status;
- breach or circumvent any laws, third-party rights or our systems, policies, or determinations of your account status;
- use our Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our sites, services, applications or tools;
- fail to pay for services ordered by you to the relevant Agility Entity, unless you have a valid reason as set out in the respective Agility Entity terms and conditions;
- distribute viruses or any other technologies that may harm Shipa Freight™ or the interests or property of users;
- use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose;
- infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, "Intellectual Property Rights") that belong to or are licensed to Shipa Freight™. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to Shipa Freight™ or someone else;
- infringe any Intellectual Property Rights that belong to third parties affected by your use of the Services or post content that does not belong to you;
- harvest or otherwise collect information about users without their consent; or
- circumvent any technical measures we use to provide the Services.
If we believe you are abusing Shipa Freight™ and/or our Services in any way, or the Agility Entity reports to us that you have failed to pay the Agility Entity’s undisputed invoices in due time or that you are a competitor of Agility GIL using Shipa Freight as a means to obtain competitive advantage, we may, in our sole discretion, without providing justification and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, delay or remove hosted content, remove any special status associated with your account(s), remove, not display, and/or demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services.
Reliance On Information Furnished.
You are required to review all information that is legally required for the proposed shipment (including but not limiting to written declarations, licenses, as well as entry, export or security data among others) and ensure the correctness of the same before submitting them to us.
You are also required to provide verified weights obtained on calibrated, certified equipment of all cargo that is to be tendered to steamship lines. You acknowledge that the relevant Agility Entity is entitled to rely on the accuracy of such weights and to counter-sign or endorse it as your agent in order to provide the certified weight to the steamship lines.
The relevant Agility Entity will rely on the correctness of all documentation furnished by you through Shipa Freight™. You shall indemnify us and the relevant Agility Entity and hold us and such Agility Entity harmless from any and all claims asserted and/or liability or losses suffered by reason of your failure to disclose information or any incorrect or false statement by you upon which the relevant Agility Entity reasonably relied.
Quotations Not Binding.
No quotation shall be binding upon the relevant Agility Entity unless and until you have accepted the quotation offered to you through Shipa Freight™ and the Standard Trading Conditions of Agility GIL. Until such acceptance we reserve the right to modify the quotation based on the instructions provided by the relevant Agility Entity.
The Freight Forwarding Contract
Once you accept the Quotation by the relevant Agility Entity through Shipa Freight™, a freight forwarding contract is entered between you and such Agility Entity exclusively under the terms and conditions of such Agility Entity, which will be made available to you by way of a link on the quotation presented by such Agility Entity. Shipa Freight™ is not a party to such freight forwarding contract.
You expressly acknowledge that an electronic signature may be used in lieu of a signature affixed by hand, and that such a signature shall have the same validity and effect as the use of a signature affixed by hand. You further expressly acknowledge that, notwithstanding any statute, regulation, or other rule of law, with respect to any transaction in or affecting foreign commerce: (a) a signature, contract, or other record relating to such transaction may not be denied legal effect, validity, or enforceability solely because it is in electronic form; and (b) a contract relating to such transaction may not be denied legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. You acknowledge that the use of the Shipa Freight’s system for an approved transaction shall be sufficient to constitute the customer’s signature, and the customer’s acceptance and the applicability of these terms and conditions to such approved transaction Not being a party to the freight forwarding contract and in its capacity of a mere intermediary, Agility hereby disclaims any liability to you, your affiliates or any other party in connection with the performance of the freight forwarding services. You acknowledge that you have no legal recourse to Shipa Freight™ in connection thereto. If, notwithstanding the above, a competent court determines that we should be liable to you, then the terms and conditions of the relevant Agility Entity, including its limitations of liability, shall be applicable to us as well.
Disclaimer of Warranties; Limitation of Liability
We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. Such functionality is subject to delays beyond our control.
You agree that you are making use of our Services at your own risk, and that they are being provided to you on an "AS IS" and "AS AVAILABLE" basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
In addition, to the extent permitted by applicable law, we (including our parent, subsidiaries, and affiliates, and our and their officers, directors, agents and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from:
- the content you provide (directly or indirectly) using the Services;
- your use of or your inability to use our Services;
- pricing, shipping, format, or other guidance provided by Shipa Freight™;
- delays or disruptions in our Services;
- viruses or other malicious software obtained by accessing or linking to our Services;
- glitches, bugs, errors, or inaccuracies of any kind in our Services;
- damage to your hardware device from the use of any Shipa Freight™ Service;
- the content, actions, or inactions of third parties; or
- your need to modify practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this User Agreement or our policies.
Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.
If regardless of the previous paragraphs, we are nevertheless found to be liable, our liability to you or to any third party in connection with a specific incident is limited to US$ 100 (One hundred dollars of the United States of America).
Compliance with the Law; Shipments Involving Sanctioned Countries.
The presentation to you of a quotation through Shipa Freight™ cannot be construed as a representation by the Company nor by the relevant Agility Entity that the proposed shipment is legal. You are solely responsible to ensure the legality of the proposed shipments regarding which you are requesting quotations, including but not limited to ensuring that the proposed shipments comply with sanctions or restrictive measures by the United States of America, the European Union, the United Nations or other supranational bodies.
You agree to indemnify and hold the Company and the relevant Agility Entity harmless from any loss or damage arising out of a breach by you of the aforementioned covenant.
Confidentiality; Data Privacy
You acknowledge and understand that all the information that you transmit to us and that we transmit to you (including, for the avoidance of doubt, quotations) through Shipa Freight™ shall be deemed Confidential Information.
Neither party will disclose Confidential Information to any third party (other than those of its employees, affiliates, or agents under nondisclosure obligations) or to use Confidential Information for any purpose other than as contemplated by this User Agreement. The obligation set forth in the preceding sentence shall not apply to information that: at the time of disclosure is in the public domain or generally known by the public; (ii) after disclosure, becomes part of the public domain or generally known by the public, except by breach of this Agreement; (iii) was already in the receiving party’s possession at the time of disclosure by the disclosing party; (iv) resulted from the receiving party’s own research and development, independent of disclosure from the disclosing party; (v) the receiving party receives from third parties, provided such information was not obtained by such third parties from the disclosing party on a confidential basis; or (vi) is produced in response to a mandatory requirement by applicable law or an order by a competent authority.
You acknowledge and accept that Agility may use the data that you entered into Shipa Freight™ for purposes of research on market and industry trends. You hereby further agree that we may share such information with third parties and/or publish the outcomes of our research as long as such information is presented along with the data of other users in an aggregated and anonymized manner.
Governing Law and Dispute Resolution.
- These conditions are governed by and construed in accordance with the laws of Dubai. In the event of a dispute arising between us, we ask that in the first instance you contact us directly to seek a resolution by contacting our customer support team. If we cannot agree a resolution either directly or through alternative dispute resolution procedures we may agree to use, such as mediation or arbitration (including as set out in (b) below), then we both agree to submit to the non-exclusive jurisdiction of the courts of Dubai. This means that if you are a consumer you are still protected by and entitled to enjoy and enforce your consumer rights in the country or state in which you live.
- Without prejudice to the foregoing, we both agree that any dispute between us as set out above may be referred to and finally resolved by arbitration in Dubai by a sole arbitrator under the Arbitration Rules of the DIFC-LCIA Arbitration Centre. This shall not affect your rights as stated above if you are a consumer.