General Terms and Conditions of Service
Connected Freight General Terms and Conditions of Service
Please read these terms and conditions of use carefully before using Connected Freight’s sites, services, software, and platform hereinafter collectively referred to as (the “Software”).
By accessing or using this Software or any functionality thereof on any computer, mobile phone, tablet, console or other device (together “Devices” and each a “Device”), you acknowledge and confirm that you have read, understood and agreed to be bound by these Terms and Conditions of Use and any other applicable law.
Connected Freight and Customer may be referred to individually as a “Party” or together as “Parties.”
If you do not agree to these Terms and Conditions of Use, please do not access or use the Software or any functionality thereof.
1. Owner and Operator Information
1.1 The Software is owned and operated by Connected Freight Pte Ltd, a company whose registered office is at 9 North Buona Vista Drive, The Metropolis Tower One, #07-01 Singapore 138588.
1.2 The Software is provided in Singapore by Connected Freight.
1.3 For the purpose of these Terms and Conditions of Use, any reference to “Connected Freight”, “we” or “us” may be a reference to the Connected Freight group of companies in general, or to any one company within the Connected Freight group of companies if no useful purpose is served by identifying that specific company.
1.4 Connected Freight is a technology company which provides systems for consumers to digitize and optimize their supply chain through Connected Freight’s B2B e-commerce and transport management solutions.
In this Agreement, each of the following capitalized terms has the meaning set forth below, unless the context clearly indicates otherwise:
“Affiliate” means any person which, in relation to the person concerned, is a parent undertaking or a subsidiary undertaking or a subsidiary undertaking of a common parent undertaking and in relation to a company, an individual, a firm or other unincorporated body and includes any person directly or indirectly controlled by such person and/or any person (including any individual, group, partnership or other entity) that controls, is controlled by or is under common control with, the person concerned;
“Anti-Bribery Laws” refers to all Applicable Laws that prohibit bribery of, or providing unlawful gratuities, facilitation payments, or other benefits to, any official of a Governmental Authority or any other person, including, but not limited to: (a) the United States Foreign Corrupt Practices Act of 1977; (b) the United Kingdom Bribery Act 2010; and (c) Republic Act No. 3019;
“Applicable Laws” mean any constitutional provision, law, decree, circular, decision, statute, rule, regulation, ordinance, treaty, Approval or other requirement or restriction of any Governmental Authority, including, without limitation, any amendments, supplements, replacements or other modifications thereto, in each case to the extent that the same are applicable to either Party in connection with this Agreement;
“Approvals” mean all permits, authorizations, registrations, privileges, consents, approvals, waivers, exceptions, variances, orders, judgments, written interpretations, decrees, licenses, exemptions, publications, filings, notices to, declarations of or with, or similar requirements of, any Governmental Authority having jurisdiction over the person or entity seeking or requiring such Approval;
“Confidential Information” means all information (whether oral or recorded in any medium) relating to (i) this Agreement, (ii) the customers, assets and affairs of the Parties (as applicable), which a Party may have or acquire as a result of being a Party to this Agreement; (iv) any of the business, financial or other affairs (including future plans) of the Parties which is treated as confidential (or is marked or is by its nature confidential); and (v) all information and other materials supplied to or received by a Party pursuant to the terms of this Agreement;
“Force Majeure” means any event or circumstance which is unexpected or unforeseen, or if foreseen, is impossible to avoid, or which is not within a person’s reasonable control including, without limitation:
- acts of God, flood, drought, earthquake, hurricane or other natural disaster;
- any change in Applicable Laws or any act or omission by a government or public authority;
- any labor or trade dispute, strikes, industrial action or lockouts;
- non-performance by third party suppliers or subcontractors;
- robbery, theft, terrorism or any other cause; and
- power, water or other public utility outage on a citywide, regional or national scale.
“Governmental Authority” refers to any national or local government or quasi-governmental body or entity, or any subdivision of any of the foregoing, including any authority, department, agency, commission, board, bureau, court, arbitrator, tribunal, administrative body or instrumentality.
3. User Restrictions and Access
3.1 The Connected Freight Software is intended for Customers only (Where “Customer”, “User”, or “you” is defined as a party that is in an agreement with Connected Freight for use of the Software) and may not be used by any person who is not legally entitled or operationally approved to use the Software.
3.2 In order to use certain current or future functionalities of this Software, User may be required to register or sign in as a Connected Freight customer or to create an account.
3.3 Be aware that the use of some of the functionalities of this Software require access to the Internet.
3.4 User agrees that it shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Software in any way; (ii) modify or make derivative works based on the Software; (iii) create internet “links” to or “frame” or “mirror” any Software on any other server or wireless or internet-based device; (iv) reverse engineer or access the Software in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Software, or (c) copy any ideas, features, functions or graphics of the Software, (v) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Software, (vi) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce the code of or circumvent the Guidelines for the Software; (vii) post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights, (viii) remove any copyright, trademark or other proprietary rights notices contained in the Software.
4. Acceptable use
4.1 User may:
a) use the software only for its intended purpose;
b) access any part of the Software; and
c) print off one copy of any or all of the pages for User’s own personal non-commercial use
4.2 User may not:
a) copy (whether by printing off onto paper, storing on disk, downloading or in any other way), distribute (including distributing copies), broadcast, alter or tamper with in any way or otherwise use any material contained in the Software (including User Generated Content, unless it is User’s Generated Content that the User legally post to the Software or associated forum) except as set out under Clause 4.1 above. These restrictions apply in relation to all or part of the Content;
b) remove any copyright, trade mark or other intellectual property notices contained in the original material from any material copied or printed off from the Software;
c) link to the Software;
d) use the Software (or any part of it) in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms and Conditions of Use, or act fraudulently or maliciously, for example, by hacking into or inserting malicious codes, including viruses, or harmful data, into the Software or any operating system;
e) use the Software in a way which could damage, disable, overburden, impair or compromise Connected Freight’s systems or security or interfere with other users;
f) send spam or otherwise duplicative or unsolicited messages, send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including but not limited to materials harmful to children or violative of third party privacy rights, or send material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs;
g) collect or harvest any information or data from the Software or our systems or attempt to decipher any transmissions to or from the servers running any part of the Software;
h) attempt to gain unauthorized access to the Software or its related systems or networks;
i) change or delete any ownership notices from materials downloaded or printed from the Software;
j) circumvent or modify any Software security technology or software, without Connected Freight’s express written consent;
k) interfere with or disrupt the integrity or performance of the Software or the data contained therein;
l) Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; or
m) conduct any acts that could possibly damage the Company’s reputation or amount to being disreputable.
4.3 If User wishes to provide a hypertext or other link to this Software, please email firstname.lastname@example.org with details of:
a) the URL(s) of the web page(s) from which you are proposing to link to this Software; and
b) the URL(s) of the web page(s) on this Software to which you are proposing to link.
4.4 Connected Freight may, at its sole discretion, agree to or reject any request made in accordance with Clause 4.3 above. Connected Freight has no obligation to agree to any such request or to provide any reason for accepting to rejecting any such request.
5. Mobile Devices
The Software contains services and features that are available to certain mobile Devices. By using the Software, User agrees that Connected Freight may communicate with you by electronic means to your mobile Device and that certain information about your use of these services may be shared with us. If you change or deactivate your mobile phone number, you have to immediately update your account information to ensure that we don't send your messages to the person who acquired your old number.
6. User Generated Content
6.1 “User Generated Content” is any content such as communications, information, messages, photographs, music, videos, designs, graphics, website links, data, profiles that you and/or other Software users post or otherwise make available on or through the Software, except to the extent that such content is owned by or licensed to Connected Freight.
6.2 You are solely responsible for your User Generated Content, your interactions with other users of the Software and your activity on the Software. You agree not to post any content or make any communications which may expose Connected Freight or any of the Software’s users to harm or liability of any type. You agree not to post or submit User Generated Content, or a link to a website, which, is illegal, fraudulent, deceptive, misleading, libelous, infringing, harassing, hateful, threatening, abusive, pornographic, offensive in a sexual, racial, cultural or ethnic consent or is otherwise objectionable.
6.3 You confirm that you own or control all rights in any User Generated Content that you post or submit on or through the Software. You agree not to submit User Generated Content unless you are the owner or have permission of the owner to post such User Generated Content. You confirm not to post photos or videos of another person or showing another person without that person´s permission.
6.4 Your User Generated Content is not confidential or proprietary. You grant, and warrant that you have the right to grant to Connected Freight a non-exclusive, non-revocable, worldwide, transferable, royalty-free, perpetual right to use your User Generated Content in any manner of media now or later developed for any purpose, commercial, advertising or otherwise, including the right to translate, display, reproduce, modify, create derivative work, sub-license, distribute, assign and commercialize without any payment due to you.
6.5 Should any part of this Software offer you the opportunity to join in or read from a forum, please be aware that any communications posted on the forum represent the views of the individual who posted such communication and are not to be taken as the views of Connected Freight.
6.6 Do not use this Software or any functionality thereof for any commercial purpose.
6.7 Do not post any User Generated Content that includes “junk mail”, “chain letters”, “pyramid schemes” or other forms of solicitation. Do not use automated scripts to collect information from this Software.
6.8 Do not provide any false personal information about yourself. Do not use or try to use another person's account, username or password.
6.9 Connected Freight reserves the right to monitor any information transmitted or received through any forum provided, and, at its sole discretion and without prior notice, to review, remove or otherwise block any material posted.
6.10 Connected Freight has no obligation to pre-screen, monitor, edit or remove User Generated Content and assumes no responsibility for User Generated Content, even where it chooses to carry out pre-screening, monitoring, editing or removal of User Generated Content.
7.1 You agree to indemnify, defend and hold harmless Connected Freight, its affiliates, officers, directors, employees, agents, licensors and suppliers from and against all claims, losses, liabilities, expenses, damages and costs, including, without limitation, legal costs arising from or relating in any way to your User Generated Content, your use of Content, your use of the Software or any violation of these Terms and Conditions of Use, any law or the rights of any third party.
8.1 If you choose or are provided with a username, password or any other piece of information as part of Connected Freight’s security procedures, you must treat such information as confidential and you must not disclose it to any third party nor allow any unauthorized person access to the Software under your username and/or password. You are responsible for any actions that take place while using your Software account or while using the Software via your Device and Connected Freight is not responsible for any loss that results from the unauthorized use of your username and/or password, with or without your knowledge.
9. Intellectual Property Rights (“IPR”)
9.1 All intellectual property contained in or on the Software (except for User Generated Content) is owned by Connected Freight or its licensors. All content in the Software (except for User Generated Content) including, but not limited to, text, software, scripts, code, designs, graphics, photos, sounds, music, videos, interactive features and all other content (“Content”) is a collective work under applicable copyright laws and is the proprietary property of Connected Freight. Connected Freight reserves all of its rights in respect of the IPR contained in the Software and in respect of the Content.
9.2 In particular, this Software contains trademarks including, but not limited to, the mark "Connected Freight" and the Connected Freight emblem. All trademarks included on this Software are owned by Connected Freight or its licensors. Connected Freight reserves all of its rights in respect of the trademarks included on this Software.
9.3 Nothing in these Terms and Conditions of Use shall be interpreted as granting to you any license of IPR owned by Connected Freight, or its licensors.
10.1 Connected Freight owns or controls all trade secrets, proprietary information, and other Confidential Information relating to Connected Freight and the Software.
10.2 “Confidential information” includes but is not limited to: the source code in respect of the Software, currently owned and/or operated by Connected Freight; Software contents of Connected Freight; non-public financial information; trade secrets (including but not limited to applicable rebate and incentive programs for corporate clients); business plans; copyrightable materials; operating procedures; financial information; non-public records, notes, reports, correspondences; supplier information; and proprietary information.
10.3 During the use of the Software, you may become aware of trade secrets, proprietary information and other Confidential Information relating to Connected Freight. User agrees that the disclosure of this information to any third party, and to a competing business entity, would cause serious loss and damage to Connected Freight’s business interests.
10.4 User agrees it shall not use any advantages derivable from such Confidential Information in its own business or affairs, and/or to the detriment or prejudice of Connected Freight, its representatives, and/or its other Users.
12. Disclaimer and Liability
12.1 You are responsible for the accuracy of the information that you enter or submit into the Software. While Connected Freight does its best to ensure that any information provided as part of this Software is correct at the time of inclusion on the Software, Connected Freight cannot guarantee the accuracy of such information.
12.2 To the fullest extent permitted by law, Connected Freight disclaims all warranties, express or implied, regarding the operation and use of the Software. You understand and agree that you use the Software at your own risk and that you are solely responsible for your use and for any damage to the Device through which you access the Software, loss of data or any other harm of any kind which may result from downloading, accessing or using the Software.
12.3 To the fullest extent permitted by law, Connected Freight shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with either your use of this Software, or for your reliance on any information or advice contained in the Software for:
a) loss of actual or anticipated profit, sales, savings, use, business, business opportunity or revenue;
b) losses caused by business interruption;
c) loss of goodwill or reputation;
d) loss or corruption of data, information or software; or
e) any indirect, special or consequential cost, expense, loss or damage suffered by you in connection with your use of the Software or any materials posted on it even if such cost, expense, loss or damage was reasonably foreseeable or might reasonably have been contemplated by you and/or Connected Freight.
12.4 Nothing in these Terms and Conditions of Use shall limit or exclude Connected Freight’s liability for death or personal injury caused by Connected Freight ‘s negligence or for fraud or fraudulent misrepresentation.
13. Representations and Warranties
13.1 General. Each Party to this Agreement warrants to each other on the date hereof that:
a) it is validly existing and duly incorporated and/or registered under the laws of its jurisdiction of incorporation and/or registration;
b) it has the legal right and full power and authority to enter into and to perform its obligations under this Agreement and any other documents to be executed by it pursuant to, or in connection with, this Agreement;
c) the Agreement, and any other documents to be executed by it pursuant to, or in connection with, this Agreement, when executed, constitute valid and binding obligations on it in accordance with their terms;
d) its designated signatory/signatories has/have been authorized to execute this Agreement on its behalf and that all the necessary corporate resolutions authorizing the execution of this Agreement have been passed and have not been revoked;
e) it has obtained all the necessary Approvals to enter into this Agreement, and has obtained or will obtain all necessary Approvals to perform its obligations hereunder and to consummate the transactions contemplated herein;
f) it has all the Approvals necessary to carry on its business as currently conducted, and is in compliance in all material respects with all Applicable Laws and Approvals to which it or any of its properties, assets and/or business are subject;
g) the entry into and performance by it of the Agreement and any other documents to be executed by it pursuant to, or in connection with, this Agreement will not result in any breach of any provision of its constitutional documents or result in a material breach of a material contract to which it is a party resulting in a claim by a third party against a Party to this Agreement or any other party or will not violate any Applicable Laws; and
h) No action, investigation or proceeding against it before or by any Governmental Authority is pending, which seeks to enjoin or restrict the transactions contemplated under this Agreement or which may impair its ability to perform obligations hereunder.
13.2 Representations and Warranties of the User. The User represents and warrants to the Company on the date hereof that:
a) It shall use the Software for its sole use and undertakes not to authorize third parties to use or access the Software using the User’s credentials;
b) It shall not assign or otherwise transfer its user account to any other person or entity;
c) It shall comply with all Applicable Laws;
d) It shall use and access the Software using authorized and legal means;
e) It shall solely be liable for its violations of Applicable Laws and/or Approvals;
f) It shall use the Software for lawful purposes;
g) It shall provide accurate, current and complete information as required for the continued use of the Software and undertake the responsibility to maintain and update its information in a timely manner to keep it accurate, current and complete at all times during the term of the Agreement.
h) It shall not employ any means to defraud the Company; and
i) It is aware that usage of the Software will entail standard telecommunication charges which shall be solely for its own account.
14. Force Majeure
14.1 Except as otherwise provided in this Agreement, no failure or omission to carry out or observe any of the terms, provisions, or conditions of this Agreement shall give rise to any claim by any Party against another or be deemed to be a breach or default of this Agreement if the same shall be caused by or arise out of Force Majeure; provided, that the relief granted by this Clause 14 shall be available only if and to the extent the Party claiming relief has and continues to take all steps reasonably within its control to mitigate the effects of such Force Majeure.
14.2 The Party invoking Force Majeure shall (a) notify the other Party in writing as soon as reasonably possible but in no case later than ten (10) days from the occurrence of the event of Force Majeure, the nature thereof, and the extent to which the Force Majeure suspends the affected Party’s obligation or affect such Party’s exercise of its rights or enjoyment of the benefits contemplated under this Agreement; (b) be entitled to suspend compliance with its obligations to the extent that Force Majeure prevents the same; and (c) resume performance of its obligations as soon as the effects of the Force Majeure cease to exist.
14.3 If such suspension lasts for a period exceeding thirty (30) days, either of the Parties shall be entitled to terminate the Agreement and shall give written notice to the other Party.
14.4 In case of such termination, the User shall pay to the Company, and the Company shall only be entitled to, the Saas Fees, and/or other amounts which have accrued prior to the date of termination. All amounts received by the Company in excess of such value shall be immediately reimbursed to the User.
15. Compliance With Applicable Laws, And Business Principles,
15.1 Applicable Laws
a) User represents that it is familiar with and will comply, and ensure that User complies, with applicable laws in the performance of the Agreement.
b) User will notify Company in writing of any material breaches of applicable laws related to the performance of the Agreement and remedy non-compliance immediately.
c) User will indemnify Company for any liabilities arising out of User non-compliance with applicable laws.
15.2 Anti-Bribery and Corruption
a) User represents that, in connection with this Agreement and related matters:
i. it is knowledgeable about Anti-Bribery Laws applicable to the performance of the services herein and will comply with those laws; and
ii. User has not made, offered, authorized, or accepted, and will not make, offer, authorize, or accept, any payment, gift, promise, or other advantage, whether directly or through any other person, to or for the use or benefit of any official of a Governmental Authority or any other person where that payment, gift, promise, or other advantage would: (i) comprise a facilitation payment; or (ii) violate the relevant Anti-Bribery Laws.
b) User will immediately notify Company if User receives or becomes aware of any request from an official of a Governmental Authority or any other person that is prohibited by the preceding paragraph.
c) Company’s appointment of User is expressly made on the basis that Anti-Bribery Laws and the Connected Freight General Business Principles will not be violated. User acknowledges that the contents of this Agreement may be disclosed by Company to third parties for the purposes of demonstrating compliance with this Article.
d) User affirms that no officer or employee of User is an official of a Governmental Authority or any other person who could assert illegal influence on behalf of Company or its affiliates. If a member of User becomes an official of a Governmental Authority, User will promptly notify Company and remove that individual from performance in connection with this Agreement at Company’s request.
16.1 This Agreement contains the entire agreement and understanding of the Parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement and any such document.
16.2 Termination of this Agreement for any cause shall not release a Party from any liability which at the time of termination has already accrued to another Party or which thereafter may accrue in respect of any act or omission prior to such termination.
16.3 No Party is entitled to, nor shall any Party at any time, hold itself out or permit or suffer itself to be held out as the agent of the other Party for any purpose and under no circumstance (unless agreed otherwise) shall any Party have the authority to bind any other Party or hold itself out to the public as having such authority and no Party shall pledge any other Party’s credit for any purpose.
16.4 No failure or delay by any Party given in exercising any remedy or right under this Agreement shall operate as a waiver of the same nor shall any single or partial exercise of any remedy or right preclude any further exercise of the same or the exercise of any other remedy or right.
16.5 No amendment of this Agreement shall be effective unless made in writing and signed by or on behalf of the Parties hereto.
16.6 This Agreement shall be binding on each Party and its successors and assigns.
16.7 If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid, and enforceable and gives effect to the commercial intention of the Parties.
16.8 Each Party shall bear any costs, fees, taxes or expenses incurred by them in connection with negotiating, preparing and entering into this Agreement.
16.9 This Agreement and all non-contractual obligations arising hereunder or in connection therewith, shall be governed by and construed in accordance with the Applicable Laws of the Republic of the Singapore.
16.10 The Parties agree that no joint venture, partnership, employment, or agency relationship exists between them as a result of this Agreement or use of the Software.
17. External websites and applications
The Software may include links to external websites or applications. When you follow such links the external website or application may appear as a full screen (in which case you will need to use the Device button to return to this Software) or in some cases it may appear within the frame of this Software (in which case you will be able to return to this Software by using the navigation buttons within the frame or this Software). These links are provided in order to help you find relevant websites, applications, services and/or products which may be of interest to you quickly and easily. It is your responsibility to decide whether any services and/or products available through any of these websites or applications are suitable for your purposes. Connected Freight is not responsible for the owners or operators of these applications or websites or for any goods or services they supply or for the content of their websites or applications and does not give or enter into any conditions, warranties or other terms or representations in relation to any of these or accept any liability in relation to any of these (including any liability arising out of any claim that the content of any external website or application to which this Software includes a link infringes the intellectual property rights of any third party).
18. Changes to/operation of the Software
18.1 Connected Freight may change the format and content of all or any part of this Software at any time, including but not limited to removal of features or functionalities in the Software.
18.2 Connected Freight may suspend the operation of this Software, or of certain of its features or functionalities, for support or maintenance work, in order to update the content or for any other reason.
18.3 Updates to the Software may be issued from time to time through the Apple Store, Google Play and other web-based platforms. Depending on the update, you may not be able to use all or part of the Software until you have downloaded the latest version of the Software and accepted any new terms.
19. Transfer of Rights
Connected Freight may transfer its rights and obligations under these Terms and Conditions of Use to any affiliate of Connected Freight. Any such transfer will not affect your rights or Connected Freight’s obligations under these Terms and Conditions of Use.
20. Complaints Procedure
If you have a question or complaint about this Software, please email email@example.com.
Each of the Clauses or sub-clauses of these Terms and Conditions of Use operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining Clauses or sub-clauses will remain in full force and effect.
22.1 Connected Freight reserves the right in its sole discretion to terminate your account and/or access to this Software or any functionalities thereof, delete your profile and any of your User Generated Content and/or restrict your use of all or any part of the Software at any time, for any or no reason, without notice and without liability to you or anyone else. Connected Freight also reserves the right to prevent access to the Software or any of its functionalities or features.
22.2 Upon termination of your account under this Clause 22 you are not allowed and you agree not to create a new account to circumvent the termination, deletion or restriction.
22.3 You understand and agree that some of your User Generated Content may continue to appear on or through the Software or may persist in backup copies for a reasonable period of time even after your account and/or access to the Software is terminated.
22.4 These Terms and Conditions of Use remain in effect, insofar as applicable, after your account and/or access to the Software is terminated.
23. Changes to these Terms and Conditions of Use
Connected Freight may change these Terms and Conditions of Use at any time without notice, effective upon posting the amended Terms and Conditions of Use to the Software. In the event that the Terms and Conditions of Use are amended, you will be asked to accept those revised Terms and Conditions of Use when you next use the Software. Any use of the Software thereafter will be on the basis of those revised Terms and Conditions of Use.
24. Jurisdiction and Governing Law
These Terms and Conditions of Use are governed by and to be interpreted in accordance with the laws of Singapore and in the event of any dispute arising in relation to these terms and conditions or any dispute arising in relation to the Software the courts of Singapore will have non-exclusive jurisdiction over such dispute