WEBCARGO TERMS OF SERVICE

Last update: February 2022

These Terms of Service  govern your use of software that is made available by Freightos Limited, a Hong Kong company and its affiliates, including Web Cargo S.L.U., a Spanish corporation  (“FWC”). Throughout these Terms of Service, FWC (and its affiliated companies) and you, as the Customer, may be referred to individually as a “Party” and collectively as the “Parties”.

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 and derived data such as pricing indexes (“Industry Data”), the ability for Customer 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”.

FWC currently offers the following Software solutions and other services, and additional terms of service specific to each Software solution and service are described in more detail in the respective annexes to these Terms of Service:

FWC also offers a carrier eBookings solution to customers via various versions of the  Software.  For Customers placing eBookings, please see the eBooking Platform Terms of Service for additional terms governing eBookings.

FWC is working on additional Software solutions and may, from time to time, amend these Terms of Service by adding additional annexes.

Customer has subscribed to use certain portions of the Platform for the consideration and on the terms set forth in a Purchase Order and below , and FWC has agreed to allow the Customer’s use of the Platform, all subject to the terms and representations set forth in these Terms of Service.

SECTION 1. PURCHASE ORDER(S) AND INCORPORATION OF DATA PROTECTION AGREEMENT AND POLICIES

Customers must sign one or more purchase orders or online forms or a dedicated contract or an equivalent document agreed by both Parties referencing these Terms of Service and setting out at a minimum the term, scope and price of the subscription (“Purchase Order”) in order to access any of the Platform. In some cases FWC may have a published price list which will be used if the Purchase Order omits a price.  To the extent there is a conflict between the terms of the Purchase Order and these Terms of Service, the terms of the Purchase Order will take preference.  The Data Protection Agreement and the following policies are  incorporated into and made  integral parts of these Terms of Service  as if they were fully set forth herein: privacy policy and cookies.

SECTION 2. SUBSCRIPTION AND LICENSE TO PLATFORM

Subject to the terms set forth in the Purchase Order and these Terms of Service, FWC hereby grants to the Customer a non-exclusive, non-transferable and limited license to use and access the parts of the Platform for a certain number of Authorized Users at certain geographical locations of Customer, all as set out in further detail in the Purchase Order.  FWC is furnishing the Platform with all rights reserved and the Customer acknowledges that the title, copyright and all other rights to the Platform remain with FWC.

Neither the Customer nor any Authorized User (as defined below) shall have any right, title or interest in the Platform, except for using the Platform as provided in the Customer’s Purchase Order(s) and these Terms of Service. Neither the Customer nor any Authorized User shall copy, reproduce, duplicate, publish, disclose, distribute, license, sub-license, relicense, use as the basis for a derivative platform, assign, release, transfer, sell or otherwise make the Platform available to any other organization or person in any form or manner whatsoever. FWC reserves the right to withdraw from the Data any item or part of an item for which it no longer retains ownership rights or which it has reasonable grounds to believe infringes copyright or is unlawful or otherwise objectionable or for which FWC reasonably believes that the Customer has failed to adequately protect FWC’s title, copyright and other rights.

SECTION 3. CUSTOMERS AND AUTHORIZED USERS

“Customer” is the Party ordering or using Freightos WebCargo Platform services pursuant to one or more purchase orders, which may be any type of legal entity that wishes to access the Platform and/or utilize the Software.

“Authorized Users” means the users set out in a Purchase Order, or users configured in the Platform pursuant to a Purchase Order, that can include the Customer’s employees, partners, officers, directors and members, each of who, in compliance with these Terms of Service is covered by the applicable fee paid by the Customer (or subscribed for free to WebCargo Sky) and has been issued a unique username and password.

Only Authorized Users are permitted to access the Platform and permissions shall not extend to any subsidiary or affiliated entity of Customer unless specifically listed in a Purchase Order. Customer and each Authorized User shall be responsible for maintaining the secrecy of login details and login details cannot be shared. Customer and each Authorized User agree to notify FWC if any login details have been compromised.

If Authorized Users access the Platform via FWC’s website, then the Customer and Authorized Users are responsible for establishing and providing the connection to the FWC website using a standard web browser and internet connection.

The Customer is solely responsible for its use and its Authorized Users’ use of the Platform. The Customer and Authorized Users will not use the 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 customers and their users, services or equipment, including FWC users, services and equipment.

SECTION 4. DESCRIPTION OF SERVICES

FWC will provide the services as described in a Purchase Order and these Terms of Service, including the applicable annex(es).

In FWC’s efforts to improve the Platform, features are subject to change or may be discontinued at FWC’s discretion.  The current versions of the Software are usable on reasonably up-to-date PCs, Macs, and certain tablets and smartphones with appropriate internet browsers.

All support requests should be sent to [email protected] or via online chat that may be embedded in the Platform and other support contact methods published on webcargo.co from time to time.

FWC’s role is limited to providing the Platform. FWC does not act as a freight vendor, forwarder, insurer, broker, contracting agent, or other representative, nor does FWC act as a buyer, seller, shipper, consignee, importer of record or principal party of interest in any freight logistics transactions.

Before signing a Purchase Order, you have had the opportunity to use and test the Platform to ensure that it meets your specific needs.

SECTION 5. USER CONDUCT GUIDELINES

The following terms apply to the conduct of Customer and its Authorized Users when accessing or using the Platform: (a) they will not interfere with or disrupt the Platform or the servers or networks connected to the Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the 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 Platform or posting private information about a third party.

SECTION 6. PAYMENT TERMS

Unless otherwise agreed in writing, all the prices or fees related to the services included or regulated under these Terms of Service are included in one or more Purchase Orders, or listed on the FWC standard price list, and will be invoiced in advance each month/quarter/year.  Any adjustments to fees will be invoiced separately.  Invoices shall be paid within 30 days of issue.

SECTION 7. SUBSCRIPTION PERIOD

Unless terminated in accordance with the provisions of a Purchase Order or these Terms of Service, the subscription period for the license and rights granted to Customer by a Purchase Order and these Terms of Service shall be in effect as set out in the relevant Purchase Order. Customer’s subscription will automatically renew as per the Purchase Order unless either Party provides the other Party with written notice (including email), at least thirty (30) days before the end of the period, of its intent not to renew (or in accordance with terms of the Purchase Order).

FWC may notify Customer of an update of prices at least one (1) month prior to the end of the agreed upon service period as per the Purchase Order, and if Customer does not notify FWC of its intent not to renew, the new prices will apply to Customer’s use of the Platform and the Software.

SECTION 8. TERMINATION OF LICENSE

In addition to all other legal remedies that may be available to either Party, either Party is entitled to terminate Customer’s subscription and Customer’s use of the Platform and the Software solutions upon breach of these Terms of Service by the other Party or in the event of illegal, abusive, or unethical conduct by Customer or its Authorized Users.  The terminating Party shall provide written notice to the other Party at least thirty (30) days prior to termination in order to give the non-terminating Party an opportunity to cure such breach. If Customer breaches any provision of these Terms of Service, in addition to any other rights or remedies it may be entitled to, FWC may suspend access to the Platform, without prior notice.

SECTION 9. CUSTOMER DATA

  1. Customer Data includes freight rates, Customer sell rates, Customer’s quotes, and any other Customer-specific data uploaded to the Platform. Customer Data will be and remain the property of Customer. Customer grants FWC a non-exclusive, worldwide license to use the Customer Data for the nature for which it is intended. FWC will not utilise Customer Data for any purpose other than that of rendering the services to Customer and other customers and shall not use Customer’s Information for the benefit of any third parties. Notwithstanding anything to the contrary in these Terms of Service, FWC and its affiliated companies and subcontractors and business partners may make use of aggregate, anonymous, statistical data which may be derived from Customer Data combined with data from other customers, in such a way which does not identify Customer (for example price indexes, price benchmarking services, etc.).
  2. Customer is responsible for confirming that all Customer Data has been uploaded accurately and to test all uploaded Customer Data on a regular basis to ensure it is operating in the way you intend and specifically that your quotes are displayed accurately.  FWC is not responsible for the accuracy of any of the Customer Data, including your quotes.
  3. Available Customer Data under the control of FWC will be returned to you or destroyed by FWC at your request.  If FWC retains any Customer Data after you terminate the use of the Software and Platform, then FWC will hold such Customer Data in confidence pending your decision to renew your license.
  4. FWC will establish and maintain commercially reasonable safeguards against the unauthorized access, destruction, loss or alteration of Customer Data and will backup all Customer Data on a regular basis.

SECTION 10. LINKS AND THIRD PARTY CONTENT

Certain content, components or features of the Platform and the Software 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 for provision of the services or use of the Platform or the Software solutions, 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 provision of the services or use of the Platform or the Software solutions, 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 (v) the Receiving Party is required to disclose such information 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 Customers subscription to any Software solutions and access to the Platform.

SECTION 12. DATA PRIVACY

Obligations of the Parties in complying with the data protection regulatory framework are set out in FWC’s data privacy policy, available:  [insert link]

By using any of the Software and/or accessing and using the Platform for eBookings or otherwise, the Customer will be deemed to have “signed” and agreed to the terms of the Data Protection Agreement that is part of data privacy policy.

SECTION 13. DISCLAIMER OF WARRANTIES

THE PLATFORM AND DATA ARE PROVIDED “AS IS” WITHOUT ANY ACCURACY OR COMPLETENESS WARRANTY WHATSOEVER.

THE CUSTOMER 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 TERMS OF CUSTOMERS USE OF THE FWC PLATFORM. FWC SHALL OPERATE AND MAINTAIN THE FWC PLATFORM, CONTINGENT UPON FWC’S NETWORK AND EQUIPMENT CAPACITY, AND CONNECTION AVAILABILITY. THE CUSTOMER ACKNOWLEDGES AND ACCEPTS THAT FWC DOES NOT OPERATE OR CONTROL THE INTERNET OR THE WORLD WIDE WEB.

THE CUSTOMER FURTHER ACKNOWLEDGES AND ACCEPTS THAT FROM TIME TO TIME THE FWC WEBSITE AND PLATFORM MAY NOT BE ACCESSIBLE DUE TO MAINTENANCE, IN WHICH CASE FWC WILL TRY TO PROVIDE CUSTOMER ADVANCED NOTICE AT LEAST 48 HOURS BEFORE SUCH MAINTENANCE AND THE EXPECTED TERM OF SUCH MAINTENANCE.

SECTION 14. 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 CUSTOMER 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 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 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. CUSTOMER 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, CUSTOMER 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.

CUSTOMER EXPRESSLY AGREES THAT ANY LIABILITY OF FWC PARTIES, TO THE CUSTOMER, ANY AUTHORIZED USER OR ANY OTHER PERSON OR ENTITY AFFILIATED WITH THE CUSTOMER, 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 CUSTOMER’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 OR US$5,000.00.

SECTION 15. INDEMNIFICATION

Customer 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 Customer’s Purchase Order(s) and 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 Customer of a Purchaser Order or 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 a Purchase Order or these Terms of Service (and for Customer to access and use the Platform, Data and Software and other benefits conferred by a Purchase Order or these Terms of Service ). FWC will defend, indemnify and hold Customer 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 16. COMPETENT JURISDICTION AND APPLICABLE LEGISLATION

In the eventuality of any dispute relating to the provision of the services or these Terms of Service, FWC and Customer 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 17. MISCELLANEOUS

  1. The Purchase Order(s), these Terms of Service and any operating rules for the 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.
  2. 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 include a corporate or government body. Words such as “including” and similar expressions shall not be read as words of limitation.
  3. Neither FWC nor Customer 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.
  4. 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.
  5. FWC may list Customer’s name and its standard logo in its public customer lists, press releases and the like. Customer may list FWC’s name and its standard logo in its public supplier/technology lists. Other publicity requires the consent of the other Party.
  6. FWC may assign any Purchase Order to an affiliate company (parent, subsidiary, successor to substantially all its business or other related company with more than 51% common beneficial ownership).

These Terms of Service may be modified from time to time.  The newest version available at the time of the invoice for the renewal will govern the commercial relationship between the Parties for each subsequent period.


Annex A – WebCargo AcceleRate

Customers

Customers of WebCargo AcceleRate can be freight forwarders, co-loaders, NVOCCs, BCOs, or other entities with the need to manage freight rates and/or quoting for sale of freight services. Each Customer will have access to their own rates across all modes of transport.  No Customer will have access to another Customer’s rates.

Description of Services

WebCargo AcceleRate allows you to:

  • manage rates across all modes of transport, and process and digitize air, ocean, and drayage rates
  • automate buy-to-sell rate conversion for Quotes and digital sales by customer, customer group, trade lane and more
  • generate door-to-door quotations for your customers
  • configure your sales team at team, office, region, and global levels
  • access analytics tools
  • use standard TMS/CRM synchronization tools (ad-hoc synchronizations on request and subject to additional fees)
  • connect to and view the Freightos Baltic Index (FBX)
  • place eBookings for freight services with some co-loaders and carriers
  • use standard APIs to power website sales (ad-hoc connections are reviewed on request and subject to additional fees)

Additional APIs for WebCargo AcceleRate are available for purchase.  Please see:  https://www.webcargo.co/accelerate-apis/

Data Services 

WebCargo AcceleRate enables you to add your confidential rates (“Customer Rates”) for your own in-house utilization. There are 4 sources of data for rates and surcharges in WebCargo AcceleRate:  direct connection with a carrier or co-loader, rates and surcharges uploaded by the FWC Data Services team on behalf of Customer, rates coming directly from another third party (including WebCargo Air) or customer platform, and rates that Customer uploads directly to the Platform.

  1. Rates coming from carriers or co-loaders directly: carriers or co-loaders can use an API and upload their freight rates and surcharges directly to the Platform or submit data to the FWC Data Services team.  FWC has no control over or responsibility for that data.
  2. Rates uploaded by FWC Data Services Team: If Customer chooses, it may submit rates and surcharges to the FWC Data Services team to upload to the Platform.  Customer shall be responsible for submitting the rates to FWC and FWC will provide the service of loading these rates into the Platform as per the commercial terms of each Purchase Order. The Customer shall submit rates in a reasonable Excel format [or other format deemed acceptable by the FWC Data Services Team].  FWC will use commercially reasonable efforts to ensure that Customer’s rates are accurately uploaded to the Platform, but Customer is responsible for confirming that all data has been uploaded accurately.  Any rates and surcharges submitted to the FWC Data Services team are confidential and will only be visible to that Customer and its Authorized Users.
  3. Rates coming directly from another third party or customer platform: other platforms can connect to WebCargo AcceleRate and feed it with rates. Rates can also be fed in from WebCargo Air, subject to the terms of a relevant Purchase Order.
  4. Customer uploaded data: WebCargo AcceleRate enables you to add your confidential rates and surcharges that are not currently part of the Platform for your own in-house utilization.  FWC has no control over or responsibility for that data.  Any rates and surcharges by a Customer are confidential and will only be visible to that Customer and its Authorized Users.

Data Services SLA:  Customer Rates will be updated and uploaded in the Platform within a maximum of three (3) working days for updates, or five (5) working days for new files.  Working day” in this Annex means Sunday through Friday, excluding public holidays in Ramallah.

Availability SLA:  FWC will use reasonable commercial efforts to make WebCargo AcceleRate available 99.9% of the time during each billing period (typically calendar quarter), not including Scheduled Downtime. If the Platform is not available during 99.9% of the term of this Agreement, Customer shall be entitled to request a credit equal to the proportion of fees paid, equal to the proportion of the 12 month period in which the Platform was not available. Such credits will be applied to future WebCargo AcceleRate subscription fees.

“Scheduled Downtime” means maintenance work of up to twenty (20) hours each calendar month, but not more than 100 hours per calendar year, announced in advance to WebCargo AcceleRate subscribers by email or by posting to the Platform, not during normal business hours (Monday-Friday 9am-5pm) in Customer’s location.

 

Annex B – WebCargo Air (including the more limited version WebCargo Sky that is currently being offered for no licence fee)

Customers

Customers of WebCargo Air must be either IATA or CASS registered freight forwarders or an associated freight forwarder of an IATA or CASS registered freight forwarder with written delegation of authority to initiate an eBooking on behalf of the registered IATA or CASS registration.  Each Customer will have access to export rates in the countries in which the Customer is registered with IATA or CASS, or where it has an agent that has shared data, or data that FWC has uploaded for that Customer.

Description of Services

WebCargo Air will allow Customer to:

  • book freight services with participating airlines (see:  eBooking Platform Terms of Service)
  • view dynamic pricing and flight capacity availability from participating airlines
  • manage airfreight rates and surcharges (market tariffs, promotional rates, negotiated contracts, customer sell rates, etc.)
  • build interactive, door-to-door quotations for your customers
  • gain access to operational details (handling agent details, contacts for GSAs and airlines and global flight schedules, etc.)
  • request ad hoc rates from participating airlines based on target rates per lane

Subscribers to WebCargo Sky will only be able to utilize the functions described in the first two bullet-points above. WebCargo Air offers multiple packages and subscription levels for purchase.   Additional APIs for WebCargo Air are also available for purchase.

Data Services

There are 3 sources of data for airfreight rates and surcharges in WebCargo Air:  direct connection from an airline, rates and surcharges uploaded by the FWC Data Services team, and rates that Customer uploads directly to the Platform.

  1. Rates coming from airlines directly:  Airlines can use an API and transmit their airfreight rates and surcharges directly to the Platform or submit data to the FWC Data Services team.  FWC has no control over or responsibility for that data.
  2. Rates uploaded by FWC Data Services Team:  If Customer chooses, it may submit airfreight rates and surcharges to the FWC Data Services team to upload to the Platform.  Customer shall be responsible for submitting the rates to FWC and FWC will provide the service of loading these rates into the Platform, provided Customer shall submit a reasonable number of rates in a reasonable Excel format or other format deemed acceptable by the FWC Data Services Team.  FWC will use commercially reasonable efforts to ensure that Customer’s rates are accurately uploaded to the Platform, but Customer is responsible for confirming that all data has been uploaded accurately.  Any airfreight rates and surcharges submitted to the FWC Data Services team are confidential and will only be visible to that Customer and its Authorized Users.
  3. Customer uploaded data:  WebCargo Air enables you to add your confidential airfreight rates and surcharges that are not currently part of the Platform for your own in-house utilization (part of Customer Data).  FWC has no control over or responsibility for that data.  Any airfreight rates and surcharges by a Customer are confidential and will only be visible to that Customer and its Authorized Users.

Data Services SLA: Air Freight Rates will be updated and uploaded in the FWC website within a maximum of two (2) working days, or three (3) working days for PDFs and images. However, between October 15th and November 15th and March 15th and April 15th of each calendar year, rates may be updated and uploaded in the FWC website within a maximum of four (4) working days.  “Working day” in this Annex means Monday through Friday, excluding public and bank holidays in Barcelona, Spain.

Availability SLA:  FWC will use reasonable commercial efforts to make WebCargo Air available 99.9% of the time during each billing period (typically calendar quarter), not including Scheduled Downtime. If the Platform is not available during 99.9% of the term of this Agreement, Customer shall be entitled to request a credit equal to the proportion of fees paid, equal to the proportion of the 12 month period in which the Platform was not available. Such credits will be applied to future WebCargo Air subscription fees. This clause does not apply for the Sky version subscription.

“Scheduled Downtime” means maintenance work of up to twenty (20) hours each calendar month, but not more than 100 hours per calendar year, announced in advance to WebCargo Air subscribers by email or by posting to the Platform, not during normal business hours (Monday-Friday 9am-5pm) in Customer’s location.

Packages Available

There are several packages of WebCargo Air available for purchase:  Prime, Professional, Enterprise and Global.  Each Purchase Order will specify which package is being purchased.  For a list of the features of each of the packages, please contact your WebCargo sales representative.

 

Annex C – WebCargo Vista

Customers

Customers of WebCargo Vista can be freight forwarders, co-loaders, NVOCCs or other entities with the need to sell their freight services online. Each Customer will have their own dedicated white-labled site to allow their customers to access their rates across all modes of transport.

Description of Services

WebCargo Vista provides a hosted portal, which may be embedded or connected as part of Customer’s public website and enables Customer to automatically quote and sell freight services online to external users (customers of  Customer).  Vista is a white-labeled product and may appear with Customer’s branding.

In general, WebCargo Vista is a FWC-hosted website that allows you to:

  • enable customer signup, validation, and new and existing customer management
  • allow your customers to search rates and filter / sort quote results
  • access a management dashboard to create internal users, administrators and user profiles
  • set-up conditional configurations to support your customers’ preferences (for example, set up and control your customer’s currency, and shipment measurement preferences (metric or imperial) in quote results and orders)
  • upload freight rates via mode-specific Excel templates
  • connect WebCargo AcceleRate rate management and accessing WebCargo Air rates to your Vista portal and connect and resell your rates as well as local charges and pick up / delivery pricing to your Vista portal; note: WebCargo Air and WebCargo AcceleRate require a separate commercial contract and a data services package
  • develop configurations for customs brokerage, insurance and quote terms and conditions
  • enable your customers to submit a request for a spot quote in the event no rate option appears upon a search; WebCargo Vista captures the request and provides your team with a template to create a spot/ad hoc quote, receive the request, and then submit a spot/adhoc quote back to your customer for acceptance and to start the booking workflow
  • book shipments by including a book button, order checkout and shipment documentation upload
  • execute shipments through an infrastructure to update shipment statuses, modifications and charge adjustments

You will either need a separate AcceleRate subscription or to make your rates available to WebCargo APIs in order that Vista can display your quotes. The current list of APIs available can be found at the following URL:  https://www.webcargo.co/vista-sales-portal-apis/

FWC provides your technical team with the support services for the OpenFreight APIs according to your Purchase Order, including a set up of a test environment to test connections (separate from live environment).

Data Services SLA:  Customer Rates will be updated and uploaded in the Platform within a maximum of three (3) working days for updates, or five (5) working days for new files.  Working day” in this Annex means Sunday through Friday, excluding public holidays in Ramallah.

Availability SLA:  FWC will use reasonable commercial efforts to make WebCargo Vista available 99.9% of the time during each billing period (typically calendar quarter), not including Scheduled Downtime. In the event that FWC does not maintain this level of uptime, Customer shall be entitled to request a credit equal to the proportion of fees paid, equal to the proportion of the 12 month period in which the Platform was not available. Such credits will be applied to future WebCargo Vista subscription fees.  FWC is not responsible for URLs owned by Customer or if WebCargo Vista is unavailable due to an issue in Customer’s system outside the control of FWC.

“Scheduled Downtime” means maintenance work of up to twenty (20) hours each calendar month, but not more than 100 hours per calendar year, announced in advance to WebCargo AcceleRate subscribers by email or by posting to the Platform, not during normal business hours (Monday-Friday 9am-5pm) in Customer’s location.

Customer Responsibilities

You are responsible for marketing the portal to your prospects and customers.  In order for FWC to meet the timelines in your Purchase Order, you will need to provide the required information, workflows, approvals, and other requirements in a timely fashion.

Customer is responsible for the actions of its external users (Buyers), and Customer agrees to indemnify FWC and hold FWC harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with mistakes on Customer’s portal, data errors, quotes, booking details or Customer’s use of the WebCargo Vista software solution and the Customer’s external users (buyers) and vendors use of the WebCargo Vista software solution.

FWC does not act as a freight vendor, forwarder, insurer, broker, contracting agent, customs broker, or other representative, nor does FWC act as a buyer, seller, shipper, consignee, importer of record or principal party of interest in any freight logistics transactions.

 

Annex D – WebCargo APIs, including HUB

Customers

FWC makes available a broad array of application programming interfaces (APIs) that enable freight market participants to integrate business data with its freight sales and rate management solutions.

Certain data may only be accessed by IATA or CASS registered freight forwarders or an associated freight forwarder of an IATA or CASS registered freight forwarder with delegation of permission to initiate a booking on behalf of  the IATA or CASS registered forwarder.  Each Customer will have access to export rates in the countries in which the Customer is registered with IATA or CASS.  Customers of WebCargo HUB must use their own transportation management system (TMS) or ERP and not a licensed system from a third party.  WebCargo HUB will not be supported on commercially available third-party TMS or ERP software.  (FWC’s sales team will discuss with your team whether WebCargo HUB is compatible with your TMS or ERP software.)

Description of Services

FWC offers a number of APIs to Customers, including those that are made available on its website at https://www.webcargo.co/developer/.  As an API product, each Customer is responsible for building and connecting FWC’s APIs to its own user interface.  Some of the APIs may be made available at no cost.  Others will require the payment of fees as set out in the Customer’s Purchase Order.   Each Customer will be provided an API key.  The Purchase Order may limit the number of API calls or rate requests of API calls and look-to-book ratio.  The use of all of the APIs are governed by these Terms of Service.

The WebCargo HUB platform allows Customers to embed the WebCargo e-booking front-end experience inside of their own TMS or ERP and book shipments with carriers without having to log in directly to the WebCargo Platform interface.  This will enable users to view dynamic pricing and place bookings with participating carriers. The Customers will receive booking confirmations and status updates against bookings made using WebCargo HUB.  Any future eBookings through any of the WebCargo APIs are governed by the eBookings Terms of Service, which can be found here: https://www.webcargo.co/ebooking-terms-of-service/.

Availability SLA: FWC will use reasonable commercial efforts to make the WebCargo APIs available 99.9% of the time during each billing period (typically calendar quarter), not including Scheduled Downtime. As WebCargo APIs, including HUB, are integrated with each Customer’s TMS or ERP software or other software, FWC can not guarantee any level of uptime so Customers will be unable to claim a credit from FWC against future WebCargo API subscription fees if uptime is compromised.

“Scheduled Downtime” means maintenance work of up to twenty (20) hours each calendar month, but not more than 100 hours per calendar year, announced in advance to WebCargo API subscribers by email or otherwise, not during normal business hours (Monday-Friday 9am-5pm) in Customer’s location.

Customer Responsibilities

Customers must comply with any parameters governing the volume and frequency of searches performed on the Platform that utilize the APIs.  An excessive amount of activity may tax the capacity of the Platform and the WebCargo APIs and result in decreased performance and degrade the response time and performance of the APIs.  FWC will use reasonable commercial efforts to provide advance warning of any new parameters before they are imposed.  FWC may provide reports to Customers, upon request, detailing the volume and frequency of searches performed using the APIs on the Platform.  If FWC notifies a Customer of a breach by such Customer or its users of any of FWC’s parameters, the Customer must promptly implement any technically and commercially reasonable measures requested by FWC to address the breach of the parameters.    FWC reserves the right to suspend or terminate Customer’s access to some or all of the APIs if there are an excessive number of API calls. In addition, FWC may impose a “search-to-book” (or “look-to-book”) ratio upon Customers and their users an excessive number of API calls, either on an aggregate basis or by an individual user, relative to the number of productive, confirmed bookings that result.

Each Customer is responsible for the actions of its external users, and Customers agree to indemnify FWC and hold FWC harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with mistakes on Customers’ portal, data errors, quotes, booking details or Customers’ use of the APIs.