These EBOOKINGS PLATFORM TERMS OF SERVICE govern the placement of bookings by you, as a Buyer, of freight services from airlines, ocean carriers and other freight service providers (“Carriers”) via the WebCargo Platform. The WebCargo Platform is made available by Freightos Hong Kong Limited, a Hong Kong company and its affiliates, including Web Cargo S.L.U., a Spanish corporation (collectively referred to as “FWC”). The function of the “eBooking Platform” is to transmit Messages (as defined below) containing data representing business documents that relate to offering and placing bookings for freight services, between a Carrier and you.
FWC and its affiliated companies have developed and host and operate software-as-a-service (“Software”) accessed over the Internet by customers who subscribe (for pay or for free), via a web browser and/or mobile app; such Software including business data such as industry rates and schedules collected and provided by FWC (“Industry Data”), the ability for sellers to upload their own data such as rates (“Customer Data”), and business functionality such as searching for rates, and direct real-time communication with carriers (“Messages”), calculating, generating and transmitting price quotes, and other functionality from time to time, where such functionality may lead to the creation of new types of data including price quotes, bookings, airway bills, etc. (“Generated Data”), where all three types of data are together referred to as “Data” and together with the Software as the “Platform”.
Use of the eBooking Platform is made available to you within the Software you have subscribed to or a Third Party Platform as described below.
By accessing the eBooking Platform to place an eBooking, you agree to these eBookings Terms of Service.
The following policies are included by reference in these Terms of Service: privacy and cookies.
SECTION 1. DEFINITIONS
In these Terms of Service the following terms shall have these definitions:
- Authorized User shall mean a natural person authorized to interact with the eBooking Platform on behalf of a User.
- Buyer shall mean a User of the eBooking Platform who is eligible to buy cargo services from a Carrier and seeks to communicate with a Carrier and place eBookings with a Carrier through the use of the Platform. The Buyer is typically a freight forwarder, and may include a member of IATA, CASS associate or a person otherwise accepted by the Carriers that wishes to access the eBookings Platform. Each Carrier may set its own criteria for Buyers that may place eBookings with that Carrier.
- Carrier shall mean any party selling cargo services on the eBooking Platform and may include airlines, ocean carriers, GSAs and master loaders. Carriers must sign a separate Carrier eBooking agreement and integrate their IT systems with the eBooking Platform.
- Delegate shall mean a business partner of a Buyer to whom Buyer has granted authority to use the eBooking Platform on Buyer’s behalf.
- eBookings are commitments for cargo services between the Buyer and a Carrier. Subject to Carrier’s acceptance, Buyer has entered into an agreement with the Carrier at the moment that Buyer clicks to finalize the eBooking and by doing so agrees with all of the details in the summary of that transaction. Each Carrier may assess penalties or charges for your failure to honor your commitment. Carriers, not FWC, are responsible for honoring any eBookings and performing the applicable freight services. Buyer agrees to accept any terms, conditions, rules and restrictions associated with such freight services that are imposed by the Carriers.
- Messages shall mean business documents coded in formal data formats, sent between Buyers or Delegates and Carriers. Message types sent from a Buyer to a Carrier typically include queries for rates, and eBooking requests. Message types sent from a Carrier to a Buyer typically include: offer of capacity and rates, eBooking acceptance/rejection, eBooking/shipment statuses and related messages.
- Party or Parties shall mean User and/or FWC as the context implies.
- Role shall mean one of the following; Carrier, Buyer, Third Party Platform, or Delegate.
- SaaS shall mean software-as-a-service.
- Third Party Platform shall mean a third party SaaS product or other technical platform with the capabilities of providing access to the eBooking Platform embedded in its other functionality and allowing a Buyer/User to send and receive Messages with a Carrier.
- User or Users shall mean any person (including any legal entity) using the eBooking Platform, and shall include Carrier, Buyer, Third Party Platform and Delegates.
FWC reserves the right to cancel the access to the eBookings Platform to the Buyer and its Authorized Users due to the inactivity of the eBookings Platform by the Buyer.
SECTION 2. ACCESSING THE EBOOKING PLATFORM
In order to access the eBooking Platform, you must either
- already be an FWC subscriber for SaaS or otherwise agree to FWC’s Terms of Service, which may be found here: https://www.webcargo.co/terms-of-service/, or
- access the eBooking Platform via a Third Party Platform such as a commercial TMS software product for forwarders, which Third Party Platform has been approved by FWC, and has integrated their platform to eBooking Platform and exposed eBooking Platform functionality to their customers as part of their product. Third Party Platforms either connect their platform to the eBooking Platform by server-to-server integration and/or by embedding part of the FWC user interface in their own user interface, with permission from FWC. (Embedding Third Party Platforms is not covered in these Terms of Service and are subject to a Third Party Platform agreement.)
Users access the eBookings Platform via one of FWC’s Softwares or a Third Party Platform through the use of a username and password. The Buyer and its Authorized Users are responsible for establishing and providing the connection to the Software using a standard web browser and internet connection. Only Authorized Users are permitted to access the eBookings Platform. Buyer and each Authorized User shall be responsible for maintaining the secrecy of usernames and passwords. Buyer and each Authorized User agree to notify FWC if a username has been compromised.
Buyer is solely responsible for its use and its Authorized Users’ use of the eBookings Platform. Buyer and Authorized Users will not not use the eBookings Platform for any illegal purpose, in infringement of copyright, trademark, intellectual property or property rights or laws, or in any manner or for any purpose that interferes with or disrupts other Buyers, Authorized Users, services or equipment, including FWC users, services and equipment.
SECTION 3. USER CONDUCT GUIDELINES
The following terms apply to the conduct of the Buyer and its Authorized Users when accessing or using the eBookings Platform: (a) they will not interfere with or disrupt the eBookings Platform or the servers or networks connected to the eBookings Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the eBookings Platform; (b) they will not engage in any activity that would constitute a criminal offense or give rise to a civil liability; (c) they will not impersonate any person or entity, including, but not limited to FWC or any FWC representative, or falsely state or otherwise misrepresent any affiliation with any person or entity; and (d) they will not interfere with any other user’s right to privacy, including by harvesting or collecting personally-identifiable information about users of the eBookings Platform or posting private information about a third party.
Specifically, Buyers and each of their Authorized Users shall make reasonable use of the eBooking Platform, using it for its intended purpose only, and shall not, and shall ensure that all Delegates do not: (i) circumvent, disable or otherwise interfere with the eBooking Platform; (ii) violate or abuse password protections governing access to the eBookingPlatform; (iii) other than as set out herein, allow any third party to use the eBooking Platform or assign, release, transfer or sell the eBooking Platform or any part thereof to any third party; (iv) copy, modify, reverse engineer, decompile, disassemble or derive, or attempt to derive, the source code of, the eBooking Platform or related services or any components thereof; (v) use the eBooking Platform to develop a competing service or product; (vi) reproduce, duplicate, publish, disclose, distribute, license, sub-license, relicense, or use the eBooking Platform as a basis for a derivative platform except as specifically authorized by FWC in writing, (vii) use any automated means to access the eBooking Platform; (viii) take any action that imposes or may impose, at FWC’s sole discretion, a disproportionately large load on the FWC infrastructure; (ix) interfere or attempt to interfere with the integrity or proper working of the eBookingPlatform; (x) remove, deface, obscure, or alter FWC’s, or any third party’s, copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the eBooking Platform or the Messages, or use or display logos differing from those of FWC; (xi) impersonate any person or entity, including, but not limited to FWC or any FWC representative, or falsely state or otherwise misrepresent any affiliation with any person or entity; (xii) interfere with any other user’s right to privacy, including by harvesting or collecting personally-identifiable information about users of the eBookings Platform or posting private information about a third party; (xiii) use the eBooking Platform and/or Messages in any unlawful manner or in breach of this Agreement, or (xiv) “crawl” the eBooking Platform, collect statistics, or generate any Message for the purpose of gathering data, or for the purpose of placing an eBooking through a channel other than eBooking Platform. The only allowed Messages are bone fide communications as part of an actual or real potential air cargo transaction which will be eBooked on the eBooking Platform.
The FWC website was developed by and is solely owned by FWC and/or its affiliated companies and it will remain the exclusive property of FWC and/or its affiliated companies.
SECTION 4. EBOOKING AND ROLE OF FWC AS A MESSAGING PLATFORM ONLY
The role of FWC’s eBooking Platform is to relay Messages. An eBooking request Message sent from a Buyer to a Carrier followed by an eBooking confirmation Message returned to the Buyer may result in a binding booking between the Buyer and Carrier; FWC is in no way a party to the Messages or to any eBooking. FWC’s role is limited to that of the technical platform through which the Messages are relayed.
You should note that if you enter into a binding eBooking contract with a Carrier, if there are no explicit terms of service agreed directly between Buyer and Carrier then you agree that the Carrier’s general terms of carriage as listed in Annex A or as otherwise posted on Carrier’s website will apply. Buyers are encouraged to seek their own legal advice and where necessary discuss terms directly with the Carrier.
The role of the eBooking Platform is always limited to the technical transmission of Messages including data syntax translations and mappings as needed. FWC does not provide freight services of any kind, including but not limited to: FWC does not ship cargo, is not an insurer or otherwise involved in providing services connected to the shipment of cargo. Carriers are not agents, contractors, or otherwise affiliated entities of FWC. FWC does not endorse any Carrier, in any way supervise, direct or control a Carrier’s performance of freight services, nor does FWC warrant that any Carrier will meet Buyer’s expectations in performing freight services. FWC is not obliged to conduct background checks on any Carrier, but might do so on a discretionary basis. FWC never receives or transmits Messages on its own behalf, and FWC never alters the business semantics of the Messages transmitted through the eBooking Platform. The access to and use of the eBooking Platform is at Buyer’s own risk.
SECTION 5. BOOKING NETWORK DELEGATION
Buyer may choose to delegate the ability to view and initiate Messages with a Carrier on behalf of the Buyer to a Delegate. An example of delegation is a freight forwarder who allows their foreign agent freight forwarder to view rates that Buyer receives from a Carrier (optionally with a markup configured by Buyer), and to initiate eBookings on behalf of the Buyer to the Carrier. Another example is a freight forwarder delegating to their own trusted customer. The Delegate, once authorized, may initiate the eBooking via their own FWC account or via an affiliated platform.
In case an eBooking is initiated by a Delegate and accepted by Carrier, a binding booking agreement may be created between Buyer and Carrier and Buyer is fully responsible to the Carrier for all Buyer obligations arising from the eBooking. Buyer is advised to delegate carefully to Delegates that Buyer trusts and after creating a clear commercial contract between Buyer and Delegate (e.g., a freight forwarder agency agreement) and standard operating procedures defining exactly what Messages/eBookings Delegate may and may not initiate with Carrier on behalf of Buyer and how to deal with operational issues, cancellations, payments etc.
FWC and its affiliates in the Freightos Group are in no way a party to any agreement between Buyer and Delegate, and has no responsibility or liability connecting to or arising from Messages, or any eBookings that may be created; FWC’s role is limited to allowing Delegates, based on parameters configured by Buyer, to initiate and read Messages between Buyer and Carrier on behalf of Buyer.
Every Delegate must be registered with FWC or its affiliates and in case they have not become a party to this Agreement must accept a declaration in the form provided in Annex B before initiating an eBooking for a Buyer who has authorized them. Any Third Party Platform which has been authorized by FWC to support Delegation functionality must enforce this.
Liability between Buyer and Delegate: In case Buyer and Delegate do not have an explicit agreement between them regarding liability for eBookings, then both hereby agree between themselves that Buyer is responsible for all eBookings vis à vis the Carrier, but that Delegate indemnifies Buyer for any losses related to an eBooking initiated by Delegate contrary to any standard operating procedures agreed in writing between Buyer and Delegate. (For example if they agree in writing between them that Delegate will not initiate an eBooking on certain Carriers, or for certain times, or any other restriction or process, and Delegate places an eBooking contrary to these rules then, in such a case only, Buyer may claim from Delegate any costs resulting directly from this eBooking, for example if Buyer has to pay Carrier for a non-cancellable eBooking which they are not able to use). If, on the other hand, Delegate triggers an eBooking in accordance with the authorization and standard operating procedures specified by the Buyer in writing, then Delegate will not indemnify Buyer for any resulting losses.
In any event FWC is not a party to the agreement between Buyer and Delegate and this paragraph is provided purely as a convenience to create commercial clarity between a Buyer and Delegate who do not have a separate bilateral agreement on this subject. Buyer and Buyer’s Delegates must resolve all matters between themselves in case there is a claim or dispute between them or with a Carrier.
Should a Delegate authorized by a Buyer trigger the placement of an eBooking then this will create a contract between the Buyer and Carrier, either as commercially agreed between them and if no binding commercial agreement exists, then the general terms of carriage as listed in Annex A or as otherwise posted on Carrier’s website will apply
SECTION 6. SERVICES AND SUPPORT
FWC will make the eBookings Platform available to the Buyer as described in these Terms of Service. In FWC’s efforts to improve the eBookings Platform, features are subject to change or be discontinued at FWC’s discretion. The current versions of the Software are usable on PCs, Macs, and certain tablets and smartphones.
All support requests should be sent to [email protected] or via other support contact methods published on webcargo.co from time to time.
FWC will use reasonable commercial efforts to make the eBookings Platform available at least 99.9% of the time. This means that Authorized Users are able to login to the service and make eBookings.
No guaranteed service level agreement is provided for any free subscriptions to the eBookings Platform. In addition, FWC may schedule downtime for maintenance work of up to twenty (20) hours each calendar month, but not more than 100 hours per calendar year, announced in advance to eBookings users by email or by posting to the Platform,
SECTION 7. WEBCARGO PAY
- FWC is partnering with one or more financial service companies (the “Payments Service Providers”) to enable Buyers to make payments to Carriers in connection with eBookings (the “Payments Service”). The Payments Service Providers will facilitate payments by Buyers to Carriers via the eBookings Platform. Buyers that make eBookings will be given the option to pay Carriers for services through this Payments Service to be branded WebCargo Pay. Notwithstanding that FWC and its Payments Service Providers partners will be making available a payment mechanism as part of the Platform, FWC will not be a party to any eBookings, neither as a customer, nor as a freight service provider; FWC’s offering of the Payments Service does not alter or affect the relationship between Buyers and Carriers; FWC is not liable to Buyers or Carriers in connection with cargo and associated services rendered in connection with eBookings via the eBookings Platform. Payments to Carriers (other than fees) do not pass into FWC’s legal ownership at any time from payment initiation to completed payout.
- Buyers using WebCargo Pay may remit payment (via credit card, debit card, ACH, SEPA transfer or other approved payment method, as will be accepted in the region and by the eBookings Platform at FWC’s discretion) to one or more accounts (the “Accounts”)’ held by FWC with one or more Payments Service Providers, or held by the Payments Service Providers as a custodial account with payments directed by FWC, that are for the benefit of Carriers (and other sellers). FWC may establish the Accounts to be able to receive funds in different currencies. You grant FWC the right to instruct the Payments Service Providers on the use of funds in the accounts, including to receive funds from you and to then send funds to Carriers (and other sellers) in connection with the eBookings.
- Carriers will issue invoices to FWC for account of Buyers for freight services rendered pursuant to eBookings whenever Buyer chooses to pay via WebCargo Pay (“Paid eBookings”). FWC will, from time to time, but no less often than twice a month, direct the Payments Service Providers to make payments to Carriers to satisfy the payment obligations of Buyers represented by those invoices for services successfully rendered by Carriers. FWC will issue invoices to Buyers clearly marked as being on behalf of Carriers. For eBookings of air cargo services, airway bills for Paid eBookings will be issued to Buyers either directly by airlines or by FWC on behalf of airlines.
- Carriers will be paid in the currency in which prices were quoted and booked (typically the currency of the origin country). FWC may collect from a Buyer payments in another currency convenient for the Buyer, and any fee associated with such collection will be borne by Buyer, as set forth on a price listing.
- In certain circumstances, Buyers may deposit funds into one or more Accounts to be held pending eBookings (“Prepaid wallet”) and FWC may charge an administrative fee in connection with deposits into a Prepaid wallet. Funds in Prepaid wallets will only be paid to a Carrier following successful provision of services, or returned to Buyers should they decide to no longer utilize the eBookings Platform.
- Buyers and Carriers will need to resolve any disputes that may arise between them. FWC will assist Buyers and Carriers to resolve any such disputes by providing them with information from the Platform about the provision of services pursuant to an eBooking. In order for FWC to provide that assistance, Buyers and Carriers must provide timely information to Freightos with regards to changes in weight or volume (identified post tendering at the ground handling agent), flights, etc.
- In consideration for making the Payments Service available, FWC will charge a fee, typically a percentage of the total freight cost, which will be clearly shown to Buyer prior to confirming the eBooking with WebCargo Pay (“Buyer Payment Fee”).
- Payment terms FWC and/or a Payment Service Provider may, at their discretion, offer some Buyers payment terms in connection with eBookings. For example, certain Buyers may be allowed to pay for eBookings “net 60,” meaning that payment is due no later than 60 days from the end of the calendar month during which the cargo departs its port of origin. Similarly, FWC may from time to time offer other payment terms such as net 30 or 45 days from departure. There will typically be an additional Buyer Payment Fee assessed in connection with these payment terms, which must be agreed to by Buyer prior to making an eBooking with payment terms. In case payments are not settled by a Buyer in accordance with the payment terms, FWC has the right to cancel any outstanding eBookings of that Buyer, and to charge a special late fee in addition to any other fees, which will be 1.5% per month or part of a month, unless otherwise shown at the time of booking. FWC will typically only provide payment terms after a Buyer has applied for a credit line and cooperated with FWC’s credit check and KYC (know your customer) procedures. FWC may change or cancel any Buyer’s credit limit at any time and at its sole discretion. In case of a bankruptcy, winding up or similar process of a Buyer, all outstanding payments will be due immediately.
SECTION 8. TERMINATION OF ACCESS
FWC may terminate Buyer’s access, or any Authorized User’s access, to the eBooking Platform immediately for breach of these Terms of Service or any of FWC’s other policies in connection with the use of the eBookings Platform.
SECTION 9. ANONYMOUS DATA
User grants F Buyer grants FWC and its affiliated companies permission to use aggregated anonymous data generated by the Buyer, including data derived from searches, Messages and eBookings to generate aggregate, anonymous, statistical data, which will not identify User (“Anonymous Data”), and to use such Anonymous Data in any manner in which FWC sees fit, including selling such Anonymous Data. This Anonymous Data is not Confidential Information for purposes of this Agreement.
SECTION 10. LINKS AND THIRD PARTY CONTENT
Certain content, components or features of the eBookings Platform may include materials from third parties and/or hyperlinks to other websites, resources or content and therefore be subject to third parties’ terms and conditions. Because FWC may have no control over such third party websites and/or contents, FWC is not responsible for the availability of such websites or resources and does not endorse or warrant any accuracy of any such websites or resources, and shall in no way be liable or responsible for any content, advertising, products or materials on or available from such websites or resources. FWC is not responsible or liable in any way for any damages that incurs or alleged to be incurred, either directly or indirectly, as a result of its use and/or reliance upon any such third-party contents, advertising, products or materials on or available from such websites or resources.
SECTION 11. CONFIDENTIALITY
In these Terms of Service “Confidential Information” means any information (including materials, drawings, specifications, photographs, computer code, computer programs, software, data, formulae, processes, know-how, any technical or commercial information), reports, papers, correspondence or documents which is disclosed by or on behalf of one Party to the other, or to any of such other’s employees, officers, agents, representatives or servants, in whatever form (including written, oral, visual or electronic), and which is, or which should reasonably be expected to be, of a confidential nature.
The Party receiving or acquiring Confidential Information (“the Receiving Party”) from the other Party (“the Disclosing Party”) undertakes for so long as such Confidential Information remains confidential in character: (i) to keep all such Confidential Information confidential and ensure it is protected against theft or other unauthorized access; (ii) not to communicate or otherwise make available any such Confidential Information to any third party except with specific prior written consent from the Disclosing Party; (iii) to disclose Confidential Information only to such personnel employed by the Receiving Party who have specific need to receive such Confidential Information in connection with the eBookings Platform, and who are aware and have accepted that the Confidential Information is, and should be treated as, of a confidential nature; and (iv) not to use, or allow to be used, Confidential Information other than solely for or in relation to the eBookings Platform, unless (and then only to the extent to which) any other use shall have been specifically authorized in writing by the Disclosing Party.
The obligations above shall not apply, or shall cease to apply, to such Confidential Information that: (i) has become public knowledge other than through any fault of the Receiving Party; (ii) was already known to the Receiving Party prior to disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without recourse to or use of any Confidential Information; (iv) has been received by the Receiving Party from a third party who did not acquire it in confidence from the Disclosing Party, or someone owing a duty of confidence to the Disclosing Party; or the Receiving Party is required to disclose by law or by a requirement of a regulatory body.
The obligations of confidentiality in these Terms of Service shall apply to all Confidential Information disclosed by the Parties and shall continue in force notwithstanding termination of Buyer’s use of the eBookings Platform.
SECTION 12. DATA PRIVACY
SECTION 13. CARRIERS AND THIRD PARTIES TERMS AND CONDITIONS
By clicking “Book this Shipment” in the eBookings Platform, Buyer is accepting the terms and conditions of each Carrier, IATA Rules & Regulations (for eBookings of air cargo services) and any specific conditions applicable to the services related to the eBooking. These regulations and terms and conditions may be updated from time to time at the discretion of Carriers and IATA, and the regulations and terms in effect at the time of any eBooking will govern the relevant transaction. Buyer is responsible for checking the newest version for each eBooking.
Annex A lists the terms and conditions of certain Carriers.
Many terms related to cargo such as categories of goods and services, including temperature control, dangerous goods handling, and many others, may be vague and may vary from Carrier to Carrier. The same term such as “General Cargo” may mean different things to different Carriers. FWC will make efforts to translate details of the requested cargo load and requested services and other data in Messages in an accurate way for each Carrier, but due to the complexity and lack of standards in the industry, FWC cannot guarantee in any way that data translations are accurate. Customer is required to check with the Carrier directly that any eBooking meets their needs as intended before physically handing over the cargo.
SECTION 14. DISCLAIMER OF WARRANTIES
THE EBOOKINGS PLATFORM IS PROVIDED “AS IS” WITHOUT ANY ACCURACY OR COMPLETENESS WARRANTY WHATSOEVER.
THE BUYER ACKNOWLEDGES AND ACCEPTS THAT THE DATA MAY CONTAIN INACCURACIES AND IS DYNAMIC AND IN A CONSTANT STATE OF MAINTENANCE, CORRECTION AND UPDATE WHICH WILL RESULT IN CHANGES DURING THE TERM OF BUYER’S USE OF THE eBOOKINGS PLATFORM. FWC SHALL OPERATE AND MAINTAIN THE eBOOKINGS PLATFORM, CONTINGENT UPON FWC’S NETWORK AND EQUIPMENT CAPACITY, AND CONNECTION AVAILABILITY. THE BUYER ACKNOWLEDGES AND ACCEPTS THAT FWC DOES NOT OPERATE OR CONTROL THE INTERNET OR THE WORLD WIDE WEB. THE BUYER FURTHER ACKNOWLEDGES AND ACCEPTS THAT FROM TIME TO TIME THE FWC WEBSITE AND eBOOKINGS PLATFORM MAY NOT BE ACCESSIBLE DUE TO MAINTENANCE.
THE BUYER ACKNOWLEDGES AND ACCEPTS THAT FROM TIME TO TIME THE API OF ANY CARRIER MAY NOT BE ACCESSIBLE DUE TO MAINTENANCE OF THE CARRIER.
SECTION 15. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL FWC AND/OR ANY AFFILIATE, MEMBER, OFFICIAL, EMPLOYEE, REPRESENTATIVE OR AGENT OF FWC, OR THEIR RESPECTIVE SUCCESSORS, HEIRS, AND ASSIGNS (COLLECTIVELY, “FWC PARTIES”), WHETHER INDIVIDUALLY OR PERSONALLY OR OTHERWISE, BE LIABLE TO BUYER FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION OR FOR ANY FORM OF DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION ARISING OUT OF USE OF THE eBOOKINGS PLATFORM OR THE SOFTWARE SOLUTIONS OR ANY ALLEGED FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, OR DELAY IN SERVICE, OPERATION, OR TRANSMISSION OF DATA, THE eBOOKINGS PLATFORM OR FWC WEBSITES, OR ANY ALLEGED COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF PROPERTY, AND/OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF OR POSTING OF ANY RECORD, CONTENT, OR TECHNOLOGY, PERTAINING TO OR ON THE PLATFORM. BUYER AGREES THAT THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF FWC PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ALSO SPECIFICALLY ACKNOWLEDGES THAT THE FWC PARTIES ARE NOT LIABLE FOR ANY ACTUAL OR ALLEGED DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OF THE PLATFORM OR ANY OTHER THIRD PARTIES.
BUYER EXPRESSLY AGREES THAT ANY LIABILITY OF FWC PARTIES, TO THE BUYER, ANY AUTHORIZED USER OR ANY OTHER PERSON OR ENTITY AFFILIATED WITH THE BUYER, OR THEIR RESPECTIVE SUCCESSORS, HEIRS OR ASSIGNS, FOR ANY LOSS OR CLAIM, INCLUDING BUT NOT LIMITED TO ANY OF THE DAMAGES DESCRIBED ABOVE, RESULTING FROM THE BUYER’S OR ANY AUTHORIZED USER’S USE OF OR INABILITY TO ACCESS OR USE THE PLATFORM, THE DATA OR ANY COMPONENT THEREOF OR ANY INACCURACY OF THE DATA, SHALL BE LIMITED IN AGGREGATE TO THE GREATER OF ANY FEES PAID TO FWC IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM AND US$10,000.00.
BUYER UNDERSTANDS THAT THE eBOOKINGS ARE BETWEEN THE CARRIER AND THE BUYER AND FWC HAS NO LIABILITY IN RESPECT TO ANY eBOOKINGS. ALL TERMS AND CONDITIONS GOVERNING THE SHIPMENT OF FREIGHT AND ALL LIABILITY IS EXCLUSIVELY BETWEEN THE CARRIER AND THE BUYER AND SUBJECT TO THOSE SPECIFIC CONDITIONS OF EACH CARRIER AND THE IATA RULES AND REGULATIONS FOR AIR CARGO SERVICES.
SECTION 16. INDEMNIFICATION
Buyer agrees to indemnify and hold the FWC Parties harmless from any and all claims, suits, losses, liabilities, costs and expenses, including attorneys’ fees, which arise directly or indirectly out of or in connection with any violation of the provisions of these Terms of Service. This indemnification obligation won’t apply in case of intentional behavior of FWC provided such intentional behavior of FWC is not caused by any violation by Buyer of these Terms of Service.
FWC warrants and represents that FWC has all necessary permits, licenses, rights and authorizations to enter into and perform in full its obligations under these Terms of Service, including ownership or valid licenses of all intellectual property rights (including but not limited to patents, if any, trademarks, database rights, copyrights, author rights, and design rights) which are necessary for the performance of any of its obligations under these Terms of Service. FWC will defend, indemnify and hold Buyer harmless from any and all claims, suits, losses, liabilities, costs and expenses, including attorneys’ fees, related to patent, copyright or similar infringement (an “IP Claim”) provided you notify FWC in writing immediately upon becoming aware of an IP Claim and cooperate fully in the defense of such IP Claim. FWC shall have full and exclusive control of any defense and settlement of any such IP Claim.
SECTION 17. COMPETENT JURISDICTION AND APPLICABLE LAW
In the eventuality of any dispute relating to the provision of the services or these Terms of Service, FWC and Buyer will attempt to resolve the dispute between themselves. If an amicable resolution can not be found, then the laws of Spain shall apply and the parties submit to the courts of Barcelona, Spain.
SECTION 18. MISCELLANEOUS
- These Terms of Service and any operating rules for the eBookings Platform established by FWC constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. The provisions of these Terms of Service are for the benefit of FWC and its affiliates and each shall have the right to assert and enforce such provisions directly or on its own behalf. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
- The section headings are for convenience purposes only, and shall not affect in any way the meaning or interpretation of these Terms of Service. References to singular include the plural and to plural include the singular. References to a person shall include a corporate or government body. Words such as “including” and similar expressions shall not be read as words of limitation.
- Neither FWC nor the Buyer shall be liable or deemed in default for any delays or failure in performance resulting directly or indirectly from any cause or circumstances beyond its reasonable control, including acts of God, war, embargoes, fire, flood, accidents, pandemics, strikes, shortages of transportation facilities, telecommunications facilities or software programs.
- If a court or administrative body finds any term or condition to be invalid or unenforceable hereof, the remaining terms and conditions hereof shall remain in full force to the maximum extent of the law.
- FWC may list Buyer’s name and its standard logo in its public customer lists, press releases and the like. Buyer may list FWC’s name and its standard logo in its public supplier/technology lists. Other publicity requires the consent of the other Party.
These Terms of Service may be modified from time to time. The newest version available at the time of any eBooking will govern the commercial relationship between the Parties for that eBooking.
Annex A – Terms and Conditions of Carriers
It is Buyer’s responsibility to review the terms and conditions of each Carrier providing services under any eBooking. Below are links to the terms and conditions of some of the Carriers currently offering services on the eBookings Platform; for your convenience. You should confirm with the Carrier what terms will apply to your eBooking.
IATA Rules & Regulations: Buyer of airfreight services agrees to be bound by the IATA rules and regulations and by the terms and conditions appearing on the back of the airway bill.
Annex B: Declaration for Delegate
I hereby acknowledge that I am a Delegate of a Buyer under the FWC eBooking Terms of Service (https://www.webcargo.co/ebooking-terms-of-service/) and I am fully authorized to submit requests and initiate the Buyer placing an eBooking with the Carrier. I understand that I am about to initiate a request for a binding cargo eBooking by the Buyer with the Carrier that was selected by me. I certify that the Buyer has fully authorized me to initiate this request on its behalf and that, if the eBooking is confirmed, the Buyer has agreed to be commercially responsible for the eBooking with the selected Carrier under that Carrier’s terms of service. I understand and agree that any commercial arrangements will be negotiated between me and the Buyer and understand that FWC’s role is limited to providing a platform for communicating messages, and FWC is in no way party to the eBooking, related cargo services or to my relationship with the Buyer. I understand that if I am not authorized by the Buyer to initiate this eBooking that I will be liable for the eBooking and any related costs resulting from this eBooking.