CARGOPOINT GENERAL TERMS FOR SHIPPERS (BUSINESS)
- General Provisions
- Entering Into and Rescinding Carriage Contracts
- Confirmation of Completion of the Carriage
- Safety and Conditions of Carriage, Liability and Insurance
- Delays, Downtime, Non-Performance of Carriage
- Carriage Fee, CargoPoint Commission, and Other Charges
- Carrier Ratings
- Information, Confidentiality, Privacy Terms, Intellectual Property
Administrator – an individual entitled to represent the Shipper as: (i) a legal representative (board member, procurator, etc.); (ii) upon registering on the Platform, identified as an Administrator, or (iii) an Administrator registered on the Platform as an Administrator by another Administrator.
Driver – an individual registered on the Platform by the Carrier as its own driver and who has joined the Platform through the smartphone application “CargoPoint Driver” (available on AppStore and Google Play websites).
CargoPoint – SIA “Cargopoint”, registration number with the Commercial Register of the Republic of Latvia 40203274608.
CargoPoint Commission – a fee paid by the Shipper to CargoPoint for each Carriage Contract concluded on the Platform, and which is stipulated in the CargoPoint Agreement as a pro rata share of the Carriage Fee.
CargoPoint Agreement – an agreement by and between CargoPoint and the Shipper which is concluded upon registering in the Platform and which is comprised of the present Terms, including the Appendix, data of the Shipper specified during the registration procedure, and special provisions (if any), with all amendments that might be made from time to time under the procedure set out in the Terms.
Cargo – property on the carriage of which the Shipper and the Carrier have agreed on the Platform through CargoPoint, in accordance with the Terms.
Manager – an individual registered on the Platform by the Administrator as the Manager.
Shipper – a business entity which is registered for activity on the Platform in the status of a Shipper and which places orders for carriage services on the Platform. The status of the Shipper shall not change, also when a carriage is commenced with a third party and the Shipper is not involved in dispatching of the Cargo for the carriage, inter alia, if the Shipper places an order for a carriage service from the location of a third party to the Shipper.
Terms – these “CARGOPOINT GENERAL TERMS FOR SHIPPERS (BUSINESS)”, as well as all amendments thereto made under the procedure prescribed by the Terms.
Order – a request to carry out a specific carriage posted on the Platform.
Carriage Contract – a carriage contract for a specified carriage, which is concluded by and between the Shipper and the Carrier through the Platform under the procedure set out in the present Terms.
Extra Fees – all payments due from the Shipper to the Carrier under the present Terms, or vice versa, including but not limited to the Order annulment fees, delay interest, downtime charges, with the exception of the Carriage Fee.
Carriage Fee – a fee for provision of the carriage service which the Shipper has undertaken to pay to the Carrier through CargoPoint under the Carriage Contract.
Carrier – a business entity registered for activity on the Platform in the status of the Carrier.
Delivery Report – a document which is automatically posted on the Platform, and which confirms completion of the carriage and the main activities carried out in the course of the carriage.
Appendix – an appendix to the Terms which shall form an integral part thereof and which shall mainly establish the amounts of the Extra Fees, permissible delays, downtime, etc.
PIN Code – a numeric and/or alphanumeric code automatically generated on Platform, sent to various persons involved in the carriage process and whereby the operations performed in the course of the carriage are confirmed (signed off).
Platform – an electronic information exchange system used through the CargoPoint smartphone applications “CargoPoint Customer”, “CargoPoint Manager” and “CargoPoint Driver” (available on the AppStore and Google Play websites) or through a web browser in order to provide and receive services in accordance with the present Terms.
Party – CargoPoint or the Shipper, “Parties” – CargoPoint and the Shipper jointly.
VAT – a value added tax levied in the country of registration of CargoPoint in accordance with Council Directive 2006/112/EC of 28 November 2006 on a common system of value added tax (as in effect at any given time in the future).
Consignee – a person (legal or an individual) identified by the Shipper in the Order as the Consignee, inter alia, the Shipper may also identify itself as the Consignee, inter alia, if it orders a carriage service from a third party to the Shipper or between different warehouses of the Shipper.
2. General Provisions
2 General Provisions
2.1 The CargoPoint Agreement is concluded as from the time when the Shipper has registered on the Platform. CargoPoint has the right to refuse registration on the Platform to any person without disclosing the reason. The Shipper shall use the Platform through the application “CargoPoint Shipper”, whereas Managers shall do so through the application “CargoPoint Manager”.
2.2 The Shipper undertakes to fulfil all obligations arising out of the CargoPoint Agreement and the Carriage Contracts either before CargoPoint or before the Carriers as required under the Terms. The Shipper shall bear full liability for all its Administrators, Managers, and other representatives.
2.3 CargoPoint shall ensure operation of the Platform as an information society service provider that provides the technical tool for the Shippers and the Carriers for placing and accepting of Orders (entering into Carriage Contracts), placing of carriage completion confirmations, settlement of accounts for carriage services, and other services prescribed by the Terms. CargoPoint is not a carrier, it does not provide carriage services, and it is not a subcontractor or freight-forwarder of the Shipper or the Carrier.
2.4 CargoPoint informs the Shipper that, upon registering on the Platform, Carriers undertake an obligation before the Shipper pursuant to “CARGOPOINT GENERAL TERMS FOR CARRIERS” available on the Platform; however, CargoPoint shall bear no liability for fulfilment of the obligations of Shippers nor for the Cargo, save for cases expressly stipulated in the Terms.
2.5 CargoPoint has the right to amend the provisions of the CargoPoint Agreement at any time upon informing the Shipper about material changes on the Platform or by a separate notification. The material changes shall be valid as from the next business day following the communication to the Shipper; other changes shall be valid as from the time when they are available on the Platform. CargoPoint shall have the right to request from the Shipper to accept the changes and suspend the right of the Shipper to use the Platform until such acceptance.
2.6 Any Party shall have the right to cancel the registration of the Shipper on the Platform, thus terminating the CargoPoint Agreement, without disclosing the reason for termination. Termination of the Cargo Point Agreement shall not release the Parties from complete performance of the obligations they have already incurred, inter alia, the confidentiality duties prescribed by Section 10 of the Terms, from the fulfilment of accepted Orders, etc.
2.7 CargoPoint shall have the right to suspend provision of CargoPoint services if the Shipper has breached provisions of the CargoPoint Agreement, the Carriage Contract, or applicable laws and regulations.
2.8 All legal relationships established or existing through the Platform or with respect thereto shall be governed by the laws of the country of domicile of CargoPoint.
2.9 All disputes arising out of or relating to the legal relationships established or existing through the Platform, and arising out of or relating to the legal relationships between CargoPoint and the Shipper, will be resolved in the courts of the country of domicile of CargoPoint.
3.1 Only the Administrators are authorised to agree to changes in the CargoPoint Agreement on behalf of the Shipper (if necessary), register, remove and replace Administrators and Managers, and give notice of any change in the bank account of the Shipper in accordance with Clause 8.11. Administrators are authorised to perform all other functions of the Manager.
3.2 Managers are authorised to enter into and rescind Carriage Contracts on behalf of Shipper, represent the Shipper in all matters related to performance thereof, as well as to take other actions specified in Sections 4, 5, and 7, insofar as the Manager’s authority is not limited on the Platform.
3.3 The Shipper agrees that the authentication of Administrators, Managers, and Drivers on the Platform is carried out by only verifying whether the log in the Platform is made from the mobile phone the number of which is associated on the Platform with the Administrator, Manager, or the Driver. The Shipper undertakes to acknowledge all actions taken from the respective phone on the Platform in line with the scope of authorisation specified in the present section, and it shall bear all risks and liability for unauthorized use of the applications installed on the respective smartphone.
3.4 Carriage completion confirmation (such as picking up Cargo for carriage and delivery thereof) can be made on the mobile application of the Platform using the PIN Codes sent to the mobile phone numbers specified by the Shipper. It shall be deemed that the confirmation made using the PIN Code which is sent to the mobile phone number specified by the Shipper is binding on the Shipper. The Shipper shall ensure that the PIN Code is used only by a person authorised by it, and it shall bear full liability for unauthorised use of the PIN Code.
3.5 For the purposes of delivery and acceptance of Cargo, the Shipper acknowledges identification of persons based on the following valid documents: (i) a passport; (ii) an ID card issued in the Republic of Latvia or another EU state; (iii) or a driver’s licence issued in the Republic of Latvia or another EU state.
4. Entering Into and Rescinding Carriage Contracts
4.1 The Order placed by the Shipper is available to all Carriers registered on the Platform which meet the criteria specified in the Order (area of operation, parameters of a vehicle, working hours, rating, etc., inter alia, the Shipper is entitled to specify or exclude certain Carriers). Before acceptance of the Order, the identity of the Shipper is not disclosed. It is possible to place Orders under a fixed-price procedure or under an auction procedure. The Shipper selects the procedure for the Order upon placing of the Order.
4.2 Fixed-Price Procedure:
4.2.1 The Shipper establishes the price of the Order upon the Order being placed. An estimated price of the Order may be recommended on the Platform as is established based on market data analysis; however, the Shipper may modify the price at its own discretion.
4.2.2 The Carriage Contract is concluded with the Carrier who first accepts the Order. If no Carrier has accepted the price specified on the Platform, the relevant Order is forfeited and shall be placed anew.
4.3 Auction Procedure:
4.3.1 Upon placing the Order, the Shipper establishes the maximum bid of the auction (“Bid Cap”), which is not disclosed to the Carriers. The starting bid (“Starting Bid”) is recommended on the Platform, which is established based on market data analysis. The Order is available to the Carriers identified in Clause 4.1.
4.3.2 During the course of the auction specified on the Platform, the Carrier may submit a bid offer (“Proposed Bid”), which may be either higher or lower than the Starting Bid, as well as modify other provisions of the Order, if it is allowed on the Platform (for instance, propose another time for performance of the carriage).
4.3.3 No offers submitted by the Carrier to the Shipper are disclosed. The Carriage Contract is automatically concluded with the Carrier, the Proposed Bid of which is the lowest at expiration of the auction period indicated on the Platform, provided it does not exceed the Bid Cap and other conditions of the Order are not modified.
4.3.4 If the lowest Proposed Bid exceeds the Bid Cap or modifies other conditions of the Order, the Shipper shall be informed thereof. If the Shipper has accepted this proposal within the timeline specified on the Platform, the Carriage Contract is concluded and the respective Carrier is informed thereof.
4.3.5 If several Carriers have offered an identical bid and have not modified other conditions of the Order, the Carriage Contract is concluded with the Carrier which has submitted its Proposed Bid earliest.
4.3.6 If there is no current Proposed Bid at the time of closing of the auction (not submitted or recalled), or if, in accordance with Clause 4.3.4, the Shipper has not accepted the Proposed Bid that exceeds the Bid Cap or the conditions of the Order have been modified, the respective Order shall be forfeited and shall be placed anew.
4.4 The Carriage Contract concluded in accordance with the provisions of the present section shall comprise the conditions specified in the Order, insofar as they have not been modified pursuant to Clause 4.3.4, the price which is established in line with Clauses 4.3.3-4.3.5 (depending on which are applicable), and the conditions prescribed by Sections 5-8.
4.5 The Shipper or the Carrier may rescind a concluded Carriage Contract upon making the payments established in the Appendix and/or specified on the Platform (depending on the time of rescinding) or without making the payments, if it is stipulated by the Appendix. The Shipper and the Carrier may agree on a different cancellation fee on the Platform.
5. Confirmation of Completion of the Carriage
5.1 Acceptance of Cargo for carriage and delivery thereof to the destination, as well as other stages of the carriage, shall be recorded on the mobile application of the Platform pursuant to the provisions described below and the requirements set out in the application.
5.2 Acceptance of Cargo for Carriage shall be recorded by the Driver identified in the Carriage Contract on his mobile application of the Platform in accordance with the instructions given therein.
5.3 Delivery of Cargo at the destination shall be recorded in the mobile application of the Platform by the Driver identified in the Carriage Contract and/or the Consignee’s representative, and/or the Shipper pursuant to the instruction given in the application. One of the following procedures may be applied as selected by the Shipper upon placing the Order: (i) confirmation with the PIN Code; (ii) confirmation of the Shipper; (iii) hardcopy statement (consignment note); or (iv) a signature on the smart device’s screen.
5.4 Confirmation with the PIN Code:
5.4.1 Delivery of the Cargo at the destination shall be recorded in the mobile application of the Platform by the Consignee’s representative identified in the Carriage Contract (or the representative of the Shipper, if the cargo is delivered to the Shipper) by inserting the PIN Code received from the Platform in the application installed on the mobile phone of the Driver.
5.4.2 If the Consignee’s representative identified in the Carriage Contract cannot be found at the place of delivery of the Cargo, the Carriers must contact the Shipper, and the Shipper shall ensure arrival of the Consignee’s representative identified in the Carriage Contract or replace the Consignee’s representative on the Platform. The new Consignee’s representative receives a new PIN Code from the Platform.
5.5 Confirmation of the Shipper:
5.5.1 The Shipper shall ascertain delivery of the Cargo at the destination by contacting the Consignee on its own and shall confirm it in the mobile application of the Platform. The Shipper and the Consignee may mutually sign documents confirming the delivery (such as a statement of conveyance signed electronically, etc.); however, confirmation of the Shipper on the Platform shall suffice.
5.5.2 If the Cargo has been delivered to the destination, and the Driver has attempted to confirm delivery of the Cargo in the mobile application of the Platform, whereas the Shipper has not made a respective confirmation on the Platform, the delay of the Shipper in making the confirmation shall be deemed downtime upon acceptance of the Cargo.
5.6 Hardcopy Statement (Consignment Note):
5.6.1 Delivery of the Cargo to the destination shall be recorded in a hardcopy statement (consignment note) by the Driver and the Consignee’s representative (or the representative of the Shipper, if the cargo is delivered to the Shipper), by entering identification data of the signatories identified therein and signing the statement (consignment note). The Shipper shall issue the statement (consignment note) to the Driver upon carrying out the loading of the Cargo on the vehicle (or unloading thereof, if the cargo is delivered to the Shipper). Before signing the statement (consignment note) the Driver must ascertain the identity of the signatory based on one of the documents specified in Clause 3.6. One counterpart of the signed statement (consignment note) shall be kept by the Carrier, whereas the remaining copies (if any) shall be delivered to the Shipper.
5.6.2 The Driver shall take a photo of the signed statement (consignment note), upload the image on his application of the Platform and record the delivery of the Cargo at the destination in the application.
5.7 Signature on the Screen of the Smart Device:
5.7.1 Delivery of the Cargo at the destination shall be recorded in the mobile application of the Platform by the Driver and the Consignee’s representative (or the representative of the Shipper if the Cargo is delivered to the Shipper) identified in the Carriage Contract by the Consignee’s representative or the representative of the Shipper signing in the Driver’s mobile application of the Platform on the screen of the smart device. Before signing, the Driver must ascertain the identity of the signatory based on one of the documents specified in Clause 3.6.
5.7.2 If the Consignee’s representative identified in the Carriage Contract cannot be found at the place of delivery of the Cargo, the Carriers must contact the Shipper, and the Shipper shall ensure the arrival of the Consignee’s representative identified in the Carriage Contract or replace the Consignee’s representative on the Platform.
5.8 In order to make the confirmation of delivery of the Cargo in the mobile application of the Platform, the Shipper may establish a requirement in the Order to take a photo of the unloaded Cargo and upload the image in the Driver’s mobile application of the Platform. In such case confirmation of the delivery can be made only after uploading the respective photographic images; however, CargoPoint does not conduct verification of the photos and is not liable for the contents thereof.
5.9 The Shipper agrees that acceptance of the Cargo or carriage and conveyance thereof by the Consignee pursuant to the procedure set out in Clauses 5.4-5.8 as recorded in the mobile application of the Platform shall be considered proper and sufficient evidence of delivery of the Cargo, and the Carrier undertakes to acknowledge it being binding thereon without requesting execution of any additional documents.
5.10 The Delivery Report shall be executed on the Platform regarding the acceptance and conveyance of the Cargo recorded on the Platform as well as regarding the key parameters of the carriage (loading and unloading location and time, etc.) and sent to the Shipper and the Carrier to the email addresses specified in the Carriage Contract. The Delivery Report executed on the Platform shall serve as sufficient confirmation of completion of the carriage service pursuant to the parameters specified in the Delivery Report. The Shipper and the Carrier may additionally sign the Delivery Report in the form of an electronic document or a hardcopy format; however, for the purposes of the CargoPoint Agreement and the Carriage Contracts, the course of completion of the carriage recorded in the mobile application of the Platform pursuant to the procedure set out in the Terms and the confirmation actions specified in the mobile application of the Platform shall be sufficient.
5.11 Upon request of the Carrier, the Delivery Report shall be executed for an order not completely performed (for example, the Carrier has arrived at the location of pickup of the Cargo and the Cargo has not been released, or the Cargo has been loaded on a vehicle that has not been delivered at the destination).
5.12 If necessary for resolution of disputes between the Carrier and the Shipper, or for submission to investigative agencies, the court or insurers, upon request of the Carrier, CargoPoint shall release the Delivery Report certified by a qualified electronic signature. CargoPoint is entitled to charge a reasonable fee for issuance of certified delivery reports, if the quantity thereof exceeds a number established by CargoPoint for a certain period of time.
6. Safety and Conditions of Carriage, Liability and Insurance
6.1 Pursuant to the “CARGOPOINT GENERAL TERMS FOR CARRIERS” available on the Platform:
6.1.1. The Carriers represent that they have all necessary licences and permits for performance of carriage in accordance with the Terms, as well as the Carriers undertake to maintain all such licences and permits valid in compliance with the terms thereof. The Carriers undertake not to accept Orders and not to submit bids if any of the relevant licences and permits necessary for the carriage are not valid or are suspended. The Carriers shall comply with all laws and regulations governing employment, including immigration laws, make all tax payments and comply with all other laws.
6.1.2. The Carrier shall use only such vehicles which have undergone tests of roadworthiness and which are in safe technical condition suitable for operation, and the type, carrying capacity and equipment are suitable for the Cargo.
6.1.3. The Carrier shall allow only such drivers to operate vehicles who have valid driver’s licences appropriate for the respective vehicle and the Cargo; who have undergone a medical examination; who are not under the influence of alcohol, drugs or psychotropic substances; and who do not show signs of illness or fatigue that may affect safe operation of the vehicle.
6.1.4. It is the duty of the Carrier to park the vehicle in a position so that loading and unloading may be carried out safely, as well as to monitor the course of loading and unloading and provide relevant instructions as to secure positioning of the Cargo in the vehicle or unloading thereof from it. The Carrier shall not allow the loading or unloading of Cargo if its conditions are obviously unsafe or if the Cargo is not suitable for the vehicle or the applicable road traffic and carriage rules.
6.1.5. The Carriers shall be responsible for safe fastening of the Cargo in the vehicle, inter alia, all fastening tools and facilities, for labelling of the Cargo in accordance with applicable road traffic and carriage rules, for stability of the Cargo during carriage, as well as for fastening of covers of the Cargo, if such are used.
6.1.6. The Carriers shall carry the Cargo safely and as carefully as possible in view of all circumstances, and they shall be under an obligation to refrain from performing carriage in such locations or conditions that might jeopardize the Cargo. During carriage the Carrier shall not leave the vehicle unattended in locations where damage to the Cargo or theft thereof is possible.
6.1.7. The Carriers shall be liable for damage to the Cargo if it has occurred due to properties of the vehicle or a defect thereto, or due to disregard of “CARGOPOINT GENERAL TERMS FOR CARRIERS” or applicable road traffic or carriage rules by the Carrier.
6.2. The Shipper is entitled to not load the Cargo on the vehicle if nonconformity with the provisions specified in Clauses 6.1.1-6.1.3 is discovered, and in such case it shall be deemed that the Carrier has failed to fulfil its obligations.
6.3. If the service of loading and unloading of the Cargo is not stipulated by the Carriage Contact, the Shipper shall be liable for loading of the Cargo onto the vehicle and unloading thereof, irrespective of whether it is done by the Shipper, Consignee, or a third party. All legal relationships with the Consignee or the third party which carries out the loading of the Cargo onto the vehicle and unloading thereof from it shall be settled by the Shipper on its own. If the Carriage Contract stipulates the service of loading and unloading of the Cargo, the Carrier shall carry out and bear responsibility for the loading of the Cargo onto the vehicle and the unloading of it therefrom.
6.4. The Shipper is under an obligation to comply with and ensure that the Consignee complies with instructions of the Carrier regarding secure positioning of Cargo onto the vehicle or the unloading of it.
6.5. The Shipper shall bear liability for damage to the Carrier’s vehicle, the road, third-party property and damage to persons, if such has occurred due to properties or defects to the Cargo, save for if the respective hazardous property or defect to the Cargo was obvious and, therefore, the Carrier has allowed for gross negligence or deliberately has acted negligently by commencing or continuing carriage of the Cargo.
6.6. The Carrier shall not be liable and the Shipper shall undertake the risk of accidental damage to the Cargo or damage due to the fault of third parties, unless the Carrier is equally to blame for malicious intent or gross negligence. The circumstances outlined in the present clause which exclude the liability of the Carrier must be proven by the Carrier.
6.7. Obvious damage to the Cargo which might have occurred during carriage must be reported on the Platform at the time of acceptance of the Cargo, concurrently performing photo recording of the damage. If such damage is reported at a later time, the burden of proof that it has occurred during carriage lies with the Shipper, and all ambiguities must be evaluated in favour of the Carrier. Damage to Cargo which is not obvious must be reported on the Platform no later than during the next business day after acceptance of the Cargo. Claims for any damage to Cargo cannot be brought after the deadline set in the present clause.
6.8.1. The Shipper is under an obligation to insure Cargo for its full value, inter alia, during transportation, loading and unloading, insofar as such insurance is reasonably possible and is in line with normal business practices.
6.8.2. Pursuant to “CARGOPOINT GENERAL TERMS FOR CARRIERS”, the Carrier is under an obligation to insure the vehicle for its full value (replacement cost), Cargo at a value of at least EUR 50,000, and third-party liability (TPL) of the Carrier for damage to Cargo at a value of at least EUR 100,000.
6.8.3. If the Shipper or Carrier has failed to fulfil the abovementioned insurance obligations, it cannot bring claims against the Carrier or Shipper which would accordingly fall under the insurance coverage, if there was such.
6.8.4. CargoPoint shall have the right – but not the duty – to obtain third-party liability (TPL) insurance for the Cargo and/or the Carrier. The applicable insurance rules of CargoPoint are available on the Platform, and Carriers are under an obligation to familiarize themselves with these rules and comply with them. Under no circumstances shall CargoPoint bear any liability for refusal to disburse any insurance indemnity, irrespective of the reasons. CargoPoint may charge reasonable compensation for activities related to arranging disbursement of the insurance indemnity upon prior agreement with the Carrier thereon. CargoPoint is under no obligation to perform such activities if the Carrier does not agree to the charge.
6.9. Under no circumstances shall CargoPoint bear any liability for the Cargo, the vehicles used by the Carrier, or damage to third parties that may arise from or be related to Carriage Contracts.
7. Delays, Downtime, Non-Performance of Carriage
7.1. The Carrier shall pay the fees set out in the Appendix to the benefit of the Shipper (and CargoPoint shall accept the respective amount from the Carrier and credit the received amount to the Shipper) for any delay in the time of pickup of the Cargo or delivery time thereof established in the Carriage Contract. If the delay in the time for picking up the Cargo exceeds the maximum time set out in the Appendix, it shall be deemed that the Carrier is in default of the Carriage Contract and it shall be rescinded. In such case the consequences prescribed by the Appendix shall set in.
7.2. The Shipper shall pay the fees set out in the Appendix to the benefit of the Carrier (and CargoPoint shall accept the respective amount from the Shipper and credit the received amount to the Carrier) for any delay in the time of loading of the Cargo or time for acceptance or unloading thereof established in the Carriage Contract. If the delay in loading of the Cargo exceeds the maximum time set out in the Appendix, it shall be deemed that the Shipper is in default of the Carriage Contract and it shall be rescinded. In such case the consequences prescribed by the Appendix shall set in.
7.3. If the delay in acceptance and unloading of the Cargo exceeds the maximum time set out in the Appendix, the Carrier is entitled to return the Cargo to the point of dispatch, and the Shipper is under an obligation to accept the Cargo back and unload it from the vehicle. In such case the Shipper shall pay the fees set out in the Appendix to the benefit of the Carrier (and CargoPoint shall receive the respective amount from the Shipper and credit the received amount to the Carrier). If the delay in accepting back the Cargo and unloading it exceeds the maximum time set out in the Appendix, the Carrier is entitled to transport the Cargo for storage at a location of its choice, and the Shipper shall be liable for all expenses.
7.4. If any timeline is set in the Carriage Contract as a window of time (from… to), then the delay shall be counted from the later deadline, whereas there is no obligation to perform the respective action (such as acceptance of the Cargo) before the earlier deadline.
7.5. If acceptance of the Cargo for carriage or delivery thereof at the set time is impossible due to an accident or breakdown of the vehicle, and the Carrier has reported such event on the Platform by the deadline for performance of the respective activity, the established timelines shall be extended for the time specified in the Appendix. In case of any dispute, the respective circumstances shall be proven by the Carrier. If the Carrier replaces the broken vehicle, the responsibility of reloading the Cargo lies with the Carrier.
7.6. The fees referred to in the present section can be applied for on the Platform no later than within 24 hours from the deadline for delivery of the Cargo set out in the Carriage Contract. If the said applications cannot be filed on the Platform, the application shall be sent to the email address of CargoPoint specified on the Platform by the same deadline. The Shipper shall have no right to claims which are not filed by the deadline and under the procedure established in the present clause.
7.7. A claim for the fees referred to in the present section can be contested on the Platform within 2 business days from receipt thereof from CargoPoint to the email address specified by the Shipper on the Platform. A claim which is not contested in the manner and by the deadline stipulated in the present clause shall become incontestable and binding on the Shipper. The Shipper and the Carrier may agree on the Platform about a different fee for the delay in performance or non-performance than is stipulated in the Appendix, which shall be binding in such case.
7.8. The Shipper and the Carrier shall bear no liability for losses or other claims regarding a delay in the delivery of the Cargo, conveyance or acceptance thereof, or non-performance of the Order, which is not expressly stated in the present section. This limitation does not exclude mandatory provisions arising from applicable law.
8. Carriage Fee, CargoPoint Commission, and Other Charges
8.1. Carriage Fee. The Shipper shall pay the Carriage Fee to CargoPoint for the benefit of the respective Carrier for carriage services under Carriage Contracts concluded in accordance with Section 4 and performance of which is confirmed in line with Section 5 in the amount specified in the Carriage Contract pursuant to the following conditions:
8.1.1. CargoPoint shall issue an invoice of the Carriage Fee for Orders which have been accepted and fulfilled in a calendar month by the 5th date of the following month.
8.1.2. Invoices referred to in Clause 8.1.1 of the Terms can be contested by the 10th date of the following month (with respect to the month to which the invoice applies) by submitting objections on the Platform or sending via email to the address email@example.com. After the said deadline, the invoice shall become incontestable.
8.1.3. Invoices referred to in Clause 8.1.1 of the Terms shall be paid by the 15th date of the following month (with respect to the month to which the invoice applies). Default interest at a rate of 0.2% of the outstanding amount per each day of delay shall be payable for a late payment.
8.1.4. In accordance with “CARGOPOINT GENERAL TERMS FOR CARRIERS”, as from the time of conclusion of the Carriage Contract, the Carrier has assigned the claims against the Shipper to CargoPoint concerning payment of the Carriage Fee under the relevant Carriage Contract, and the Shipper is not entitled to make payments to the Carrier directly.
8.2. CargoPoint Commissions. The Shipper will pay the CargoPoint Commissions for Carriage Contracts concluded in accordance with Section 4 and performance of which is confirmed in line with Section 5. Invoices for the Carriage Contracts concluded in the calendar month shall be issued, contested and paid in accordance with the provisions of Clause 8.1 (mutatis mutandis). A default interest at a rate of 0.2% of the outstanding amount per each day of delay shall be payable for a late payment (until full and duly performance of payment obligation).
8.3. Extra Fees. Regarding Extra Fees, CargoPoint shall be an intermediary in the settlement of accounts based on the following conditions:
8.3.1. CargoPoint will forward only such Extra Fees to the Shipper which have been actually paid by the Carriers, and in no case shall CargoPoint bear any liability for payment of any Extra Fee, if such has not been paid by the respective Carrier.
8.3.2. CargoPoint will issue an invoice to the Shipper or the respective Carrier depending on who has to pay the respective Extra Fees which have been applied for and accepted or deemed to be accepted on the Platform in the calendar month by the 5th date of the following month.
8.3.3. If the said invoice is issued to the Shipper, then such invoice shall be paid by the 10th date of the month following the subsequent month (with respect to the month to which the invoice applies). Statutory interest shall be applied to the late payment.
8.3.4. If the said invoice is issued to the Carrier, CargoPoint shall forward the amount received from the Shipper, including interest, if any, to the Shipper by the 10th date of the month following the month when the payment is received. CargoPoint shall issue an invoice for such payment on behalf of the Shipper.
8.4. Other services of CargoPoint. CargoPoint may provide additional services for an extra fee by separately accepting such on the Platform. Invoices for such services as provided in the calendar month shall be issued, contested and paid in accordance with the provisions of Clause 8.1 (mutatis mutandis). Default interest shall be paid on any late payment at a rate of 0.2% of the outstanding amount per each day of delay (until full and duly performance of payment obligation).
8.5. Invoices issued by CargoPoint are sent to the Shipper to the email address that the Shipper has specified on the Platform, as well as are uploaded on the Platform in a location accessible only to the Shipper. Invoices issued by CargoPoint are valid without a signature. The Shipper is under an obligation to review the invoices uploaded on the Platform on its own and in a timely manner.
8.6. As from the moment of registration on the Platform, the Shipper has authorized CargoPoint to issue the invoices prescribed by the present Terms on behalf of the Shipper. This authorization can be recalled only upon cancelling its registration on the Platform. The Shipper undertakes to include the invoices issued by CargoPoint on its behalf in its VAT returns and pay VAT. The Shipper shall be liable before CargoPoint for all losses if the tax administration denies CargoPoint the right to include the VAT amount specified in the invoice issued on behalf of the Shipper as the input tax.
8.7. CargoPoint has the right – but not the duty – to discharge mutual payments existing between CargoPoint and the Shipper by way of a setoff.
8.8. CargoPoint shall establish a credit limit to the Shipper up to which the amount of the Carriage Contracts concluded while not paid by the Shipper may reach (irrespective of whether the invoice for such Carriage Contracts is issued or not). Information about the established amount of the credit limit is available on the Platform only to the Shipper.
8.9. CargoPoint is entitled to change the amount of the credit limit established to the Shipper at any time by placing such information on the Platform. CargoPoint is under no obligation to explain or justify the reasons for modifications to the credit limit. Delays in payment, information about poor financial performance or losses incurred, information about default on obligations, or disputes with third parties may be the main, while not the only, reasons for reducing the credit limit.
8.10. Upon reaching or exceeding the established amount of the credit limit, the possibility for the Shipper to place new Orders may be suspended. The Shipper is entitled to make an advance payment at any time and the amount of the credit limit used at the relevant time shall be reduced by that amount. The advance payment made shall be discharged by the current invoice issued by CargoPoint.
8.11. All payments to the Shipper shall be made to the bank account of the Shipper specified in the CargoPoint Agreement. If the Shipper wishes to change the bank account whereto the payment is to be made, its Administrator shall send a notification of the new account details signed with a secure electronic signature to the email address of CargoPoint specified in the CargoPoint Agreement. CargoPoint is entitled to continue to make payments to the previous bank account for 3 months after receipt of the said notification. If the Platform provides a function for communication of the Shipper’s bank account details, the notification referred to in the present clause shall be executed using this function. CargoPoint has the right not to agree to make payments to any new account specified by the Shipper. CargoPoint is entitled to deduct the applied bank commissions from the payments due to the Shipper. All payments to CargoPoint shall be made on the Platform or to the bank account of CargoPoint specified in the invoice of CargoPoint.
9. Carrier Ratings
9.1. After completion of each Order, the Shippers are invited to rate the service provided by the Carrier according to a score from 1 to 5. Each Shipper may submit only one rating per each Order.
9.2. The current rating of the Carrier is comprised of the average rating by the Shippers during the last 12 months. Upon registering with the Platform, the Carrier is granted a rating of 4. The number of ratings from which the current rating of the Carrier is comprised can be specified on the Platform.
9.3. The current rating of the Carrier is available to the Shipper. The Platform may provide an option to specify, upon placing the Order, that it shall be sent only to Carriers the rating of which is not lower than the one selected by the Shipper.
9.4. CargoPoint shall not be liable for: (i) the criteria based on which the Shippers rate the Carriers; (ii) the manner how the Shippers use the current rating of the Carrier in their decision-making process or otherwise; (iii) the manner how the current rating of the Carrier is used by other Carriers or other persons who have become aware of it.
10. Information, Confidentiality, Privacy Terms, Intellectual Property
10.1. The Parties shall not disclose information about any transactions among others or transactions of the Shipper with the Carriers without prior consent of the respective Party. The Shipper shall not disclose information about any payment and other conditions of transactions with CargoPoint without the express consent of CargoPoint, save for and insofar as the disclosure of such information is mandatory pursuant to the law, it has entered the public domain without any breach of the confidentiality obligations prescribed by the Terms, or it is disclosed to one’s own shareholders, officials, employees, advisors, service providers, financiers, as well as potential buyers of the business of the Parties, insofar as they reasonably need such information, and provided said persons are subject to similar confidentiality obligations. The confidentiality obligations stipulated in the present section shall survive termination of the Shipper’s registration on the Platform for 2 years.
10.3. The customer service of the Platform is intended to assist the Shipper with using the advantages and services provided by use of the Platform and, therefore, the Carrier is invited to submit its queries, proposals and complaints in the Platform’s section “Contacts” regarding any functionality of the Platform or with regard to actions of the parties involved in provision of the services available on the Platform. However, taking into account that the Platform is mainly a digital tool, thus ensuring feasible solutions to all its members, the possibilities to manually arrange communication with the Shipper might be limited, and CargoPoint reserves all rights not to respond to such communication.
10.4. All software used by CargoPoint for provision of services or available on the Platform, as well as all intellectual property rights to the content of the Platform, are the exclusive property of CargoPoint or its service providers. The present Terms do not vest in the Shipper the intellectual property rights to the services of CargoPoint or to the contents of the Platform, and all rights not expressly vested hereby shall be reserved by CargoPoint and its service providers.
10.5. CargoPoint shall retain exclusive property rights to all information obtained from the Shipper and other persons upon using the Platform, and to the database of CargoPoint which is created using this information; and CargoPoint shall have the right to use all such information at its own discretion, insofar as it is not restricted by the confidentiality provisions specified in the previous section.
10.6. No person may copy, retrieve, publish, integrate, use, combine, collect or otherwise use the content of the Platform or CargoPoint brand without the express written approval of CargoPoint. Any unauthorized use of the content of the Platform or any of the abovementioned actions or behaviour shall be considered material infringement of the intellectual property rights of CargoPoint.
TO THE CARGOPOINT GENERAL TERMS FOR SHIPPERS (BUSINESS)
The present Appendix is an integral part of the CargoPoint GENERAL TERMS FOR SHIPPERS (BUSINESS) (hereinafter, the Terms). All notions capitalized in the present Appendix shall have the same meaning as defined in the Terms. All amounts are specified in the present Appendix without VAT, which shall be additionally levied pursuant to applicable law.
The payments stipulated in Sections 1 and 2 of the present Appendix shall be applied unless otherwise agreed between the Shipper and the Carriers on a case-by-case basis. The Platform may provide technical tools to enter into such agreements; however, nothing restricts the Shipper and the Carriers from reaching an agreement in another form acceptable to them.
1 Fee for Cancellation of Orders
|Party cancelling the Order||Time of Cancellation *||Applicable Clause of the Terms||Cancellation Fee|
|Shipper or Carrier||More than 2h||4.5||A fee is specified with each particular Order on the Platform, while if there is no such fee – free of charge.|
|2 – 1 h||4.5||50% of the Order Price|
|Shipper||Less than 1 h||4.5||100% of the Order Price|
|Carrier||Less than 1 h||4.5||100% of the Order Price and all losses of the Shipper insofar as they exceed the cancellation fee, though not more than 200% of the Order Price in total|
* Hours before the time of commencement of carriage established in the Order (if a window of time is established, then before the earlier established deadline)
2 Delays, Downtime Charges, Failure to Perform the Order
|Party that is behind schedule||Type of delay||Period of delay *||Applicable Clause of the Terms||Charges|
|Carrier||Pickup of the Cargo||Up to 1 h||7.1||Not applied|
|Longer than 1 h||7.1||100% of the Order Price and all losses of the Shipper insofar as they exceed the non-performance fee, though not more than 200% of the Order Price in total (the Order shall be deemed to be cancelled)|
|Delivery of the Cargo||Up to 1 h||7.1||Not applied|
|Longer than 1 h||7.1||The amount per each hour specified in the table below, though not more than 200% of the Order Price in total|
|Shipper||Loading of the Cargo||Up to 1 h||7.2||Not applied|
|1 – 3 h||7.2||The amount per each hour specified in the table below|
|Longer than 3 h||7.2||100% of the Order Price
(the Order shall be deemed to be cancelled)
|Unloading of the Cargo||Up to 1 h||7.2||Not applied|
|1 – 3 h||7.2||The amount per each hour specified in the table below|
|Longer than 3 h||7.2||Double the amount of the Order Price, plus the charge referred to in the previous row
(the Cargo is to be returned)
|Pickup of the Cargo at the return point||Up to 1 h from arrival||7.3||Not applied|
|1 – 3 h||7.3||The amount per each hour specified in the table below|
|Longer than 3 h||7.3||The Cargo may be delivered for storage at the expense of the Shipper|
|The Carrier||Any delay due to accident||Up to 2 h||7.4||Not applied|
Downtime Fee per 1h, Depending on the Type of Transport:
|Types of transport*||Rate|
|Passenger cars, SUV, SUV with trailers, etc.||EUR 20 per each h|
|Vans up to 3,5T, vans with trailers||EUR 20 per each h|
|All types of towing vehicles||EUR 30 per each h|
|Trucks up to 24T||EUR 40 per each h|
|Manipulator trucks up to 24T||EUR 40 per each h|
|Other types of specialized trucks||EUR 50 per each h|
* If a different type of transport is used, a fee is applicable which is established for the most closely similar analogous type of transport.