CARGOPOINT GENERAL TERMS AND CONDITIONS
- Registration. Conclusion, amendment and termination of the CargoPoint Agreement
- Authorisation, use of PIN codes
- CargoPoint services
- Execution, acceptance, cancellation and non-fulfilment of Orders
- Loading and unloading, proof of shipment
- Shipment security and regulations
- Delay, downtime, non-performance of shipment
- Responsibility for Cargo and insurance
- Shipping fee, CargoPoint fee and other payments, credit limits
- Rating of Carriers
- Information, confidentiality and privacy terms
- Intellectual property rights
This description is solely for informational purposes.
CargoPoint is a web-based and smartphone-based platform through which one can receive the following services:
- Place freight orders and receive offers;
- Conclude shipping contracts;
- Record execution of shipments;
- Make payments for shipments.
CargoPoint does not provide shipping services, but acts as a Shipment Commercial Agent.
Users of the CargoPoint Platform are Carriers and Shippers who have entered into a CargoPoint Agreement.
To use the Platform, you need to install the following apps on your smartphone (available on the AppStore and Google Play):
- “CargoPoint Customer” – intended for the Shipper’s representatives;
- “CargoPoint Manager” – intended for the Carrier’s representatives;
- “CargoPoint Driver” – intended for the Carrier’s drivers.
The CargoPoint General Terms and Conditions apply to the CargoPoint Agreement, which aslo includes:
- The procedure for concluding, amending and terminating a CargoPoint Agreement;
- The procedure for placing, accepting (concluding a contract of carriage) and cancelling orders;
- Payment terms;
- Cargo loading, unloading, shipment execution and security provisions, and liability for Cargo and for improper execution of an order;
- Carrier rating rules.
A contract of carriage is concluded between the Customer and Carrier on the Platform online. Execution of the shipment may also be recorded on the Platform using a PIN code system maintained by CargoPoint. A Delivery Report is created on the Platform to confirm shipment.
Payment for shipment services is made through CargoPoint. CargoPoint guarantees payment for services to Carriers.
Administrator – an individual entitled to represent User as: (i) a legal representative (board member, procurator, etc.); (ii) an Administrator specified in the CargoPoint Agreement, or (iii) an Administrator registered as such on Platform by another Administrator.
Driver – an individual registered as a driver on Platform by Carrier and who has joined Platform via the smartphone application “CargoPoint Driver” (available on the AppStore and Google Play).
CargoPoint – SIA “Cargopoint”, registration number in the Commercial Register of the Republic of Latvia 40203274608.
CargoPoint Agreement – an agreement concluded between User and CargoPoint when registering on Platform.
User – Shipper or Carrier.
Cargo – property, the shipment of which has been agreed upon by Shipper and Carrier on Platform via CargoPoint in accordance with the Terms and Conditions.
Manager – an individual registered as a Manager on Platform by Administrator.
Shipper – a legal entity or other legal form of entrepreneur registered to operate on Platform as a Shipper and who orders a shipment service on Platform. The status of the Shipper does not change even if the shipment is initiated with a third party and the Shipper does not participate in the transfer of the Cargo for shipment, including if the Shipper orders the shipment service from a third party to the Shipper.
Terms and Conditions – these “CARGOPOINT GENERAL TERMS AND CONDITIONS”, as well as all amendments thereto made in accordance with the procedure provided for in the Terms and Conditions.
Order – a request to perform a specific shipment, which is submitted to the Platform, and/or an agreement on the performance of a specific shipment, concluded on Platform between Shipper and Carrier.
Carrier – a legal entity or other legal form of entrepreneur registered for operation on Platform as a Carrier.
Delivery report – a document that is automatically created on Platform and confirms completion of the shipment and the main activities performed along with the shipment.
Annex – an annex to the Regulations, which forms an integral part thereof and which mainly sets out the amounts of payments, deadlines for invoicing and payment, permissible delays and downtime, etc.
PIN code – a numeric and/or alphanumeric code automatically generated on Platform, sent to various persons involved in the shipment process and with which the operations performed within the shipment are confirmed (signed).
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) to provide and receive services in accordance with these Terms and Conditions.
VAT – 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.
Consignee – a person (legal or natural) specified by Shipper as Consignee in the Order, including a Shipper who may indicate himself as Consignee, including if he orders a shipment service from a third party to the Shipper or between different warehouses of the Shipper.
2. Registration. Conclusion, amendment and termination of the CargoPoint Agreement
2.1 By registering on the Platform, Users and CargoPoint enter into a CargoPoint Agreement consisting of an agreement document prepared and signed during the registration process, these Terms and Conditions and the Annex in the version applicable at the time of concluding the CargoPoint Agreement.
2.2 Shippers use the Platform through the CargoPoint Customer application or through system integration, Carriers through the CargoPoint Manager application and Drivers through the CargoPoint Driver application.
2.3. By concluding a CargoPoint Agreement:
2.3.1. Users agree to the terms of the CargoPoint Agreement, as well as any changes made thereto in accordance with the procedure set forth below, and undertake to fulfil all obligations to CargoPoint therein, including the Shipper agrees to the CargoPoint indemnity specified in the CargoPoint Agreement and undertakes to pay it in accordance with the procedure set forth therein;
2.3.2. Carriers and Shippers agree with all the provisions of the Regulations governing the legal relations of carriage between Carrier and Shipper and undertake to comply with such in full.
2.4. By concluding the CargoPoint Agreement, the respective Shipper or Carrier agrees that CargoPoint acts as the Shipper’s commercial agent, concluding all shipment contracts with the Carrier on behalf of the Shipper. Shipper agrees that its legal relationship with CargoPoint is in no way exclusive, and CargoPoint reserves the right to register other Shippers on the Platform on the same or different terms, even if the services they receive compete with those received by Shippers already registered on the Platform.
2.5. CargoPoint has the right to refuse registration to the Platform to any person without disclosing the reason for such refusal.
2.6. CargoPoint has the right to change the terms of the CargoPoint Agreement at any time, requiring Users to accept the changes as a condition for continuing to use the Platform. The changes become binding on the User from the moment the User’s representative registered on the Platform has accepted the changes on the Platform, and it is not necessary to sign the changes in a separate document.
2.7. Any User has the right to cancel his registration on the Platform at any time, thereby terminating the CargoPoint Agreement. Cancellation of registration does not release User from the full fulfilment of the obligations already incurred, including from the confidentiality obligations provided for in Section 11 of the Regulations.
2.8. CargoPoint has the right to cancel the registration of any User on the Platform at any time, thereby terminating the CargoPoint Agreement, in the following cases:
2.8.1. In any case, notifying the User at least 1 month in advance;
2.8.2. If the User has violated the Terms and Conditions, the law or the terms of any Order;
2.8.3. If insolvency or legal protection proceedings have been initiated toward User or liquidation has been initiated toward User;
2.8.4. If the User has taken any action against the operation of the Platform or CargoPoint (for example, making false orders, disrupting operation of the Platform by technical means, including the dissemination of electronic, false or negative information, etc.);
2.8.5. For other important reasons which, in CargoPoint’s opinion, taking into account all circumstances, render cooperation between CargoPoint and the User impossible or significantly encumber such.
2.9. In the cases referred to in Clause 2.8, CargoPoint also has the right, but not the obligation, to suspend the provision of CargoPoint Services.
2.10. In the event of any contradiction, the various provisions shall follow this order of precedence (starting with the highest-ranking documents):
2.10.1. Terms of Accepted Order;
2.10.2. The special provisions of the CargoPoint Agreement, if any;
2.10.4. Terms and Conditions (“CARGOPOINT GENERAL TERMS AND CONDITIONS”).
2.11. All legal relationships established or existing through or in connection with the Platform shall be governed by the laws of the country in which CargoPoint is established.
2.12. These Regulations shall also apply to the legal relationship between the Carrier and the Shipper in respect of carriage where the places of dispatch and destination are two different countries, to the extent that the Convention on the Contract for the International Carriage of Goods by Road (CMR Convention) of 19 May 1956 and the 5 July 2006 Protocol to this Convention do not provide otherwise.
3. Authorisation, use of PIN codes
3.1. Only Administrators are authorised to do the following in the User’s name:
3.1.1. Agree to changes to the Terms and the CargoPoint Agreement of which CargoPoint has been notified in accordance with the procedure provided for in the Terms and Conditions;
3.1.2. Register, delete and replace Administrators and Managers;
3.1.3. Provide notice about changes regarding User’s bank account in accordance with Clause 10.15.
3.2. Administrators are also entitled to perform all Manager functions.
3.3. Managers are entitled to do the following on behalf of the User:
3.3.1. To place, accept and cancel Orders and perform other actions provided for in Section 5;
3.3.2. Sign invoices;
3.3.3. Apply for the payments referred to in Clause 8.9;
3.3.4. Represent the respective User in all matters related to Orders and their execution.
3.4. If the Platform provides for the details of the Manager’s authorisation and the User has registered only a certain type of authorisation for the Manager, then the respective Manager has only the authorisations registered in the Platform.
3.5. Drivers are authorised to complete the shipment performance document and other activities provided for in Section 6 on behalf of the respective Carrier. Confirmation of performance of the shipment by the Shipper may be performed by the Recipient’s representatives specified in the respective Order.
3.6. Users are informed and agree that the authentication of Administrators, Managers and Drivers on the Platform takes place only by verifying that the connection to the Platform has been made from a mobile phone whose number is indicated to the respective Administrator, Manager and Driver on the Platform. Users agree to be bound by all activities performed on the Platform from the respective phone within the scope of the authorisation specified in this section, and they assume all risks and responsibilities for unauthorised use of the applications installed on the respective smartphone.
3.7. Proof of performance of shipment (e.g., acceptance of Cargo for carriage and delivery) can be confirmed in the mobile application of the Platform using PIN codes sent to the persons involved in the shipment to the mobile phone numbers provided by the respective Users (e.g., to the Driver’s number provided by the Carrier or the number of the Recipient’s representative indicated by the Shipper). Confirmation made using the PIN code sent to the mobile phone number provided by the respective User is considered binding for this User. The User shall ensure that the PIN code is used only by authorised persons and assumes full responsibility for unauthorised use of the PIN code.
3.8. CargoPoint reserves the right, but has no obligation, to request for security purposes additional authentication (such as feedback, additional identification, etc.) for relevant activities.
3.9. Nothing in these Terms and Conditions shall limit the rights of agents acting on the basis of a power of attorney that exists or is issued in accordance with the law (board members, procurators, powers of attorney, etc.). However, in order to use the services available on the Platform, there may be mandatory requirements to register with the Platform in a certain way.
4. CargoPoint services
4.1. CargoPoint provides the Platform as an information exchange tool for placing and accepting (concluding shipment contracts) Orders, confirming shipments, paying for shipment services and other services provided for in the Terms and Conditions.
4.2. CargoPoint is not a carrier and does not provide shipment services, nor is it a subcontractor of the Carrier. CargoPoint is not a commercial agent for Carriers or freight forwarder and is involved in arranging shipments as a commercial agent for Shippers.
4.3. Unless and except to the extent expressly provided otherwise in the Terms and Conditions, CargoPoint shall not be entitled to act on behalf of Users.
4.4. CargoPoint on its own behalf and on behalf of and for the benefit of Users:
4.4.1. Prepares invoices to Shippers for shipment services in accordance with approved Orders, as well as for other payments provided for in the Terms and Conditions (downtime fees, contractual penalties, etc.).
4.4.2. Receives payments from Shippers and makes payments to Carriers.
4.5. Except for the obligation to pay for shipment services and related downtime and delay fees, CargoPoint shall not be liable for other obligations of the Shipper towards the Carrier (such as the obligation to indemnify, etc.).
4.6. Except for the obligation to pay late fees as provided in the Terms and Conditions, CargoPoint shall not be liable for other obligations of Carriers towards Shippers (such as the obligation to indemnify, etc.).
5. Execution, acceptance, cancellation and non-fulfilment of Orders
5.1. Orders are placed, sent to Carriers and accepted on the Platform by Users entering the information required there and performing the actions offered there.
5.2. The Order placed by the Shipper on the Platform is available to all Carriers registered on the Platform, whose indicated service criteria (area of operation, vehicle parameters, working hours, etc.) correspond to the Order. If the Platform has such technical possibility, the Shipper may indicate or exclude one or more certain Carriers or indicate the minimum rating level of the Carrier (prepared in accordance with Section 11 of the Regulations). In this case, the Order is available to all Carriers specified or not excluded by the Shipper, or to Carriers whose Rating is not lower than that specified by the Shipper. Until the order is accepted, the Shipper’s identification will not be revealed.
5.3. Orders can be placed by means of a fixed-price procedure or an auction procedure. The Order procedure is selected by the Shipper when placing the Order.
5.4. Fixed-price procedure:
5.4.1. The price of the Order is determined by the Shipper when placing the Order.
5.4.2. The forecast price of the Order, which is determined based on the analysis of market data, may be recommended on the platform. However, the Shipper is free to change it.
5.4.3. The contract of carriage shall be concluded with the Carrier who first accepts the Order.
5.4.4. If no Carrier has accepted the price indicated on the Platform within the specified time, the respective Order shall become invalid and must be initiated anew.
5.5. Auction procedure:
When placing an Order, the Shipper determines the starting price of the auction (the “Starting Price”) and the maximum price (the “Maximum Price”).
5.5.1. A Starting Price and Maximum Price determined on the basis of market data analysis may be recommended on the Platform, however, the Shipper is free to change them.
5.5.2. The Starting Price is available to the Carriers specified in Clause 5.2, but the Maximum Price is not disclosed to them.
5.5.3. The Carrier may submit its price offer (the “Offer Price”), which may be higher or lower than the Starting Price, during the auction period specified in the Platform, as well as may change the Offer Price until the end of the auction.
5.5.4. The Offer Prices submitted by Carriers are not disclosed to Users.
5.5.5. A contract of carriage is concluded with the Carrier whose current Offer Price is the lowest at the end of the auction, provided it does not exceed the Maximum Price.
5.5.6. If the lowest Offer Price exceeds the Maximum Price, the Shipper will be notified. If the Shipper has accepted this Offer Price within the time specified in the Platform, the contract of carriage shall be concluded and the respective Carrier informed thereof.
5.5.7. If several Carriers have offered the same price, the contract of carriage is concluded with the Carrier who has submitted its Offer Price earlier.
5.5.8. If at the end of the auction there are no current Offer Prices (not submitted or cancelled), or if the Shipper has not accepted the Offer Price exceeding the maximum price in accordance with clause 5.5.7, the respective Order shall become invalid and must be re-executed.
5.6. A contract of carriage concluded in accordance with the provisions of this Section shall consist of the terms and conditions specified in the relevant Order and the price determined in accordance with clauses 5.4.1, 5.5.6 or 5.5.7 (whichever is applicable). The provisions of Sections 6 to 10 of the Regulations shall also apply to the contract of carriage.
5.7. The User may cancel an accepted Order by making the payments specified in the Annex (depending on the cancellation time) or by not making payments if provided for in the Annex.
6. Loading and unloading, proof of shipment
6.1. If the Order does not provide for loading and unloading of Cargo, the Shipper shall be responsible for loading and unloading the Cargo into the vehicle, regardless of whether this is performed by the Shipper, the Consignee or a third party. All legal relations with a Consignee or a third party who loads and unloads Cargo from the vehicle shall be arranged by the Shipper independently. If the Order provides for loading and unloading of Cargo, the Carrier shall load and unload the Cargo into and out of the vehicle.
6.2. It is the responsibility of the Carrier to park the vehicle in such a way that loading and unloading can be carried out safely, as well as to monitor the progress of loading and unloading and to give appropriate instructions for the safe loading or unloading of the Cargo on and off the vehicle. The Carrier shall not allow loading or unloading of the Cargo if conditions are obviously unsafe, or if the Cargo is not suitable for the vehicle or applicable road traffic and transport regulations.
6.3. The Carrier is responsible for securing the Cargo in the vehicle safely, including all tools and aids necessary for such securing, as well as for the marking of the Cargo in accordance with applicable road traffic and transport regulations.
6.4. Acceptance of the Cargo for Carriage and delivery to the destination, as well as other stages in the shipping process, shall be recorded in the mobile application of the Platform in accordance with the rules described below and the requirements specified in the application. The Carrier is not entitled to receive payment from CargoPoint for shipments the performance of which is not properly recorded in the mobile application of the Platform.
6.5. Acceptance of the Cargo for Carriage in the mobile application of the Platform shall be recorded by the Driver of the vehicle specified in the Order in accordance with the instructions provided therein.
6.6. Delivery of the Cargo to the destination in the Platform’s mobile application is recorded by the Driver and/or the Recipient’s representative and/or the Shipper specified in the Order in accordance with the instructions provided in the application. One of the following procedures, selected by the Shipper when making the Order, may be applied: (i) PIN confirmation; (ii) Consignor confirmation; (iii) paper documentation; or (iv) a signature on the screen of a smart device.
6.7. Confirmation via PIN code:
6.7.1. Delivery of the Cargo to the destination in the mobile application of the Platform is recorded by the Driver and the Recipient’s representative indicated in the Order (or the Shipper’s representative if the Cargo is delivered to the Shipper) by entering the PIN code received from the Platform.
6.7.2. If the consignee’s representative specified in the Order is not available at the place of delivery, the Carrier must contact the Shipper, and the Shipper must ensure the arrival of the Consignee’s representative specified in the Order or change the Consignee’s representative on the Platform. The new beneficiary’s representative shall receive a new PIN code from the Platform.
6.8. Confirmation from Shipper:
6.8.1. Shipper shall verify delivery of Cargo to destination by contacting Recipient independently and confirming such in the mobile application of the Platform. The Shipper and the Recipient may mutually sign the documents confirming delivery (e.g., electronically signed document, etc.), however, confirmation from the Shipper on the Platform is sufficient, subject to the provisions of the next paragraph.
6.8.2. After delivery is confirmed by Shipper, delivery of the Cargo to the destination is recorded in the mobile application of the Platform by the Driver specified in the Order.
6.8.3. If the Cargo has been delivered to the destination and the Driver has tried to confirm delivery of the Cargo in its mobile application on the Platform, but the Shipper has not made the appropriate confirmation on the Platform, Shipper’s delay in making the confirmation shall be considered downtime with regard to acceptance of Cargo.
6.9. Paper documentation:
6.9.1. Delivery of cargo to destination in paper format shall be recorded by Driver and Recipient’s representative (or Shipper’s representative if cargo is delivered to Shipper) by entering the identification data of the signatories indicated therein and signing the document.
6.9.2. The document is issued to the Driver by the Shipper when loading the Cargo into the vehicle (or unloading it if the cargo is being delivered to the Shipper).
6.9.3. Before signing the document, the Driver must verify the identity of the signatory in accordance with one of the documents specified in clause 6.15.
6.9.4. The Driver shall photograph the signed document and upload the image to his/her Platform application.
6.9.5. After uploading the photo of the document, the Driver shall record delivery of Cargo to the destination in his mobile application of the Platform.
6.9.6. One copy of the signed document shall be kept by the Carrier, and the others (if any) shall be handed over to the Shipper.
6.10. Signature on smartphone screen:
6.10.1. Delivery of cargo to the destination in the mobile application of the Platform is recorded by the Driver and the Recipient’s representative (or the Shipper’s representative if the cargo is delivered to the Shipper) specified in the Order by the Recipient’s representative or the Shipper’s representative signing the Driver’s mobile application.
6.10.2. Before signing the document, the Driver must verify the identity of the signatory according to one of the documents specified in clause 6.15.
6.10.3. If the Consignee’s representative specified in the Order is not available at the place of delivery, the Carrier must contact the Shipper and the Shipper must ensure the arrival of the Consignee’s representative specified in the Order or change the Consignee’s representative on the Platform.
6.11. In order to confirm delivery of the Cargo in the mobile application of the Platform, the Shipper may specify in the Order to take photos of the unloaded Cargo and upload the images to the mobile application of the Driver’s Platform. In this case, delivery confirmation can only be made after the relevant photos have been uploaded, however, CargoPoint does not verify photos and is not responsible for their content.
6.12. Users agree that acceptance of the Cargo for shipment and delivery to the Recipient recorded in the mobile application of the Platform in accordance with the procedure described in clauses 6.4 – 6.11 shall be considered appropriate and sufficient proof of delivery of Cargo, and the Users undertake to accept such without requesting additional documents.
6.13. Acceptance and delivery of the Cargo on the Platform, as well as the main shipment parameters (place and time of loading and unloading, etc.) are documented via a Delivery report created on the Platform and sent to the Shipper, Carrier and Recipient to the e-mail addresses specified in the order. The Delivery report created on the platform shall serve as sufficient confirmation of performance of the shipment service in accordance with the parameters specified in the Delivery report. The Delivery report may be additionally signed by the Users in the form of an electronic document or paper, however, for the purposes of the CargoPoint Agreement, these Terms and Conditions, and the conditions of carriage, the progress of the shipment recorded in the Platform’s mobile application shall be sufficient.
6.14. All persons who use the Platform or its mobile application on behalf of the User (Drivers, managers, etc.) are considered representatives of the respective User in performing the respective activities, and the User shall be responsible for any unauthorised use of the Platform access device or mobile application, as well as for any PIN codes sent to the respective mobile phone numbers.
6.15. CargoPoint and Users recognise the identification of persons for the purpose of delivery and acceptance of Cargo by means of the following valid documents: (i) passport; (ii) ID card issued in the Republic of Latvia or another EU country; (iii) a driving license issued in the Republic of Latvia or another EU country.
7. Shipment security and regulations
7.1. The Carrier shall use only vehicles with a valid roadworthiness test and which are in a technical condition suitable for safe operation and whose type, load capacity and equipment are suitable for the Cargo.
7.2. The Carrier shall only allow drivers who hold a valid driving license and a medical examination appropriate for the vehicle and the load, who are not under the influence of alcohol, narcotic drugs or psychotropic substances and who do not show any symptoms of illness or fatigue which could affect the safe use of the vehicle.
7.3. The Shipper is entitled not to load the Cargo on the Vehicle if non-compliance with the provisions provided for in clauses 7.1 or 7.2 is established, in which case the Carrier shall be deemed not to have fulfilled its obligations.
7.4. The Carrier shall comply with all employment laws and regulations, including immigration regulations, pay all taxes and comply with other laws.
7.5. The Carrier is responsible for securing and for the stability of the Cargo during carriage, as well as for the securing of Cargo covers, if any.
7.6. The Carrier shall carry the Cargo safely and as cautiously as possible, taking all circumstances into consideration, and is obliged to refrain from performing carriage in places or conditions that may endanger the Cargo.
7.7. During Carriage, Carrier shall not leave the vehicle unattended in places where the Cargo may be damaged or stolen.
8. Delay, downtime, non-performance of shipment
8.1. Carrier shall compensate Shipper for any delay in receipt or delivery of Cargo as specified in the Order (CargoPoint shall receive the respective amount from the Carrier, and the received amount shall be paid to the Shipper).
8.2. If the delay in receiving Cargo exceeds the maximum time specified in the Annex, it shall be deemed that the Carrier has not fulfilled the Order and it is cancelled. In that case, the consequences set out in the Annex shall apply.
8.3. The Shipper shall pay Carrier the payments set forth in the Annex for any delay in the loading, acceptance or unloading of Cargo specified in the Order (and CargoPoint shall receive the respective amount from the Shipper and transfer the received amount to the Carrier).
8.4. If the delay in loading Cargo exceeds the maximum time specified in the Annex, it shall be deemed that the Shipper has not fulfilled the Order and it is cancelled. In that case, the consequences set out in the Annex shall apply.
8.5. If the delay in acceptance and unloading of Cargo exceeds the maximum time specified in the Annex, the Carrier is entitled to return the Cargo to the place of dispatch, and the Shipper is obliged to take back the Cargo and unload it from the vehicle. In such case, the Shipper shall pay Carrier the payments (and CargoPoint shall receive the relevant amount from the Shipper and pay the amount received to the Carrier) as specified in the Annex.
8.6 If in the case referred to in the previous paragraph the delay in taking back and unloading Cargo exceeds the maximum time specified in the Annex, Carrier is entitled to deliver Cargo to a place of its choice, and the Shipper is responsible for all expenses.
8.7. If any term is specified in the Order as a “time corridor” (from – to), then the delay shall be counted from the final deadline, while the respective action (for example, acceptance of Cargo) shall not be performed before the earliest possible time.
8.8. If acceptance of Cargo for shipment or delivery within the specified time is impossible due to an accident or damage to the vehicle and the Carrier has notified the Platform thereof by the specified time for performance of the respective activity, the specified time shall be extended by the time specified in the Annex. In the event of a dispute, the relevant circumstances must be proved by the Carrier. If the Carrier replaces the damaged vehicle, the Carrier is obliged to reload the Cargo.
8.9. The payments referred to in this section may be submitted to the Platform no later than within 24h (twenty-four hours) of the Cargo delivery time specified in the Order. If it is not possible to submit these applications to the Platform, the application must be sent to the CargoPoint e-mail address specified in the Platform by the same deadline. The User shall not be entitled to claims that have not been filed within the term and in accordance with the procedure specified in this paragraph.
8.10. Any claim for payments referred to in this section may be disputed on the Platform within 2 (two) business days of receipt from CargoPoint to the e-mail address provided by the User on the Platform. A claim that is not disputed in the manner and within the time period specified in this paragraph shall be considered undisputed and binding upon the User concerned.
8.11. CargoPoint is not obligated to pay the User the payments referred to in this section until the other User has paid such to CargoPoint.
8.12. Users shall not be liable for any loss or other claims for delay in delivery, delivery or acceptance of Cargo, or for non-performance of the Order, which are not expressly provided for in this section.
9. Responsibility for Cargo and insurance
9.1. The Shipper shall be liable for any damage to the Carrier’s vehicle, roads, third-party property and personal injury caused by the nature of or defect in Cargo, unless the relevant dangerous nature of or defect in Cargo was obvious, and the Carrier acted with gross negligence or wilful misconduct in initiating or continuing shipment of Cargo.
9.2. The Carrier shall be liable for any damage to Cargo if it has occurred due to the characteristics of or defect to the vehicle, or due to Carrier’s non-compliance with Regulations or applicable road traffic or transport regulations.
9.3. The Carrier shall not be liable for accidental damage to the Cargo or damage due to the fault of third parties, unless the Carrier is culpable of malicious intent or gross negligence. The circumstances referred to in this paragraph, which exclude the Carrier’s liability, must be proved by the Carrier.
9.4. Obvious damage to Cargo that may have occurred during shipment must be reported to the Platform at the time of acceptance of Cargo, and at the same time the damage must be photographed. If such damage is reported later, the burden of proving that it occurred during carriage rests with the Shipper, and any doubt shall be in the Carrier’s favour.
9.5. Damage to Cargo that is not obvious must be reported to the Platform no later than the next business day after acceptance of Cargo. Claims for any damage to the Cargo may not be brought after the deadline specified in this clause.
9.6. The Shipper is obliged to insure Cargo for its full value, incl. during shipment, loading and unloading without possibility of subrogation toward Carrier (subrogation is permitted if Cargo has been damaged with malicious intent).
9.7. The Carrier is obliged to insure the vehicle for its full value without possibility of subrogation toward Shipper or Cargo Owner, as well as to insure the Carrier’s civil liability for damage to Cargo for at least the full value of Cargo (subrogation is permitted if the vehicle is damaged with malicious intent).
9.8. Under no circumstances shall CargoPoint be liable for Cargo or vehicles used by Carrier.
10. Shipping fee, CargoPoint fee and other payments, credit limits
10.1. For shipment services in accordance with Orders accepted in accordance with Clause 5.4, the Shipper shall pay the Carriage Fee for the benefit of the Carrier in the amount specified in the respective Orders.
10.2. By accepting the terms of an Order in accordance with the procedure provided for in Section 5, User also agrees to the Shipping fee set forth therein.
10.3. For each Order accepted in accordance with Clause 5.4 or 5.5, the Shipper shall pay the CargoPoint commercial agent an indemnity in the amount specified in the CargoPoint Agreement. CargoPoint is entitled to change the amount of this commercial agent’s remuneration by notifying the Shipper at least one month in advance by sending notification to the e-mail address specified by the respective Shipper on the Platform. The Shipper will be considered to have agreed to the change in the amount of the indemnity if he continues to use the Platform after the expiry of the said term.
10.4. For Orders accepted in a calendar month, CargoPoint shall, once a month, by the deadlines specified in the Annex: (i) invoice Shippers for shipment services, CargoPoint fees and other payments provided for in the Terms and Conditions (e.g., downtime fees, etc.), if applicable, (ii) send draft invoices to the Carriers for payments that CargoPoint will make to the Carrier, (iii) invoice the Carriers for other payments provided for in the Terms and Conditions (e.g., downtime charges, etc.), if applicable, and (iv) prepare invoices on behalf of Carriers for payments that CargoPoint will make to Carrier. Draft invoices and invoices shall be sent to the e-mail address provided by the respective User on the Platform, as well as are uploaded to the Platform in a place only accessible by the respective User. Invoices issued by CargoPoint are valid without a signature.
10.5. CargoPoint invoices must be paid by Users by the deadline specified in the Annex. The User is obliged to receive invoices in the manner specified in the previous paragraph and, if the invoice has not been received on the said date, to inform CargoPoint in writing. For late payment of invoices issued by CargoPoint, late-payment interest shall be paid in the amount specified in the Annex.
10.6. Upon registration with the Platform, Carriers authorise CargoPoint to issue invoices provided for in these Terms and Conditions on behalf of the Carriers. This authorisation can only be revoked by cancelling one’s registration on the Platform. Carriers undertake to include invoices issued by CargoPoint on their behalf in their VAT returns and to pay VAT. Carrier shall be liable to CargoPoint for any losses if the tax administration refuses CargoPoint the right to include as input tax the amount of VAT indicated in the invoice issued by the Carrier.
10.7. Carriers’ invoices shall be paid by the deadline specified in the Annex.
10.8. The invoices issued and draft invoices prepared by CargoPoint may be disputed by the deadline specified in the Annex by submitting objections to the Platform. After that date, invoices and draft invoices become indisputable and: (i) User is obliged to pay the relevant invoice, and (ii) Carrier is not entitled to demand additional payments from CargoPoint for the relevant calendar month. An invoice issued by CargoPoint on behalf of the Seller in accordance with an undisputed draft invoice may not be disputed.
10.9. CargoPoint may provide additional services for an additional fee by accepting such separately on Platform. CargoPoint invoices for such services shall be issued and paid in accordance with the provisions of clauses 10.4, 10.5 and 10.8.
10.10. CargoPoint may, but is not obligated to, clear any reciprocal payments between CargoPoint and Users.
10.11. By accepting the terms of an Order, the Carrier waives the exercise of the legal right of retention for the Cargo for which the respective contract of carriage is concluded.
10.12. CargoPoint shall set a credit limit for each Shipper, up to which the amount of unpaid Orders placed and/or confirmed by the Shipper may extend (regardless of whether an invoice for these Orders has already been issued or not). Information about the set credit limit amount is available on the Platform only for the respective Shipper.
10.13. CargoPoint is entitled to change the amount of the credit limit set for any Shipper at any time by posting the relevant information on the Platform. CargoPoint is not obliged to explain or justify the reason for the change in the credit limit. Late payments, information about poor financial results or losses, and information about defaults or disputes with third parties may be the main, but not the only, reasons for reducing the credit limit.
10.14. Upon reaching or exceeding the specified credit limit, the possibility to place new Orders for the respective Shipper may be suspended. The Shipper is entitled to make an advance payment at any time, and the amount of the credit limit used at that time is offset. The advance payment is adjusted with each invoice issued by CargoPoint.
10.15. All payments must be made only to the bank accounts specified in the CargoPoint Agreement. If the User wishes to change the bank account to which payment is to be made, User’s Administrator shall send a notice of the new account details signed with a secure electronic signature to the CargoPoint e-mail address specified in the CargoPoint Agreement. CargoPoint is entitled to continue making payments to the current User’s bank account for 3 months after receiving the said notice. If the Platform provides a function for notification of User’s bank account details, the notification referred to in this paragraph shall be prepared using this function.
10.16. If CargoPoint wishes to change the bank account to which payment is to be made, CargoPoint shall send a notification on the new account details to the User’s e-mail address specified in the CargoPoint Agreement, signed by a CargoPoint authorised official with a secure electronic signature. User is entitled to continue making payments to the current User’s bank account for 3 months after receiving said notice.
10.17. If User’s bank account is in a bank outside the country of CargoPoint registration, CargoPoint is entitled to deduct applicable bank fees from payments.
11. Rating of Carriers
11.1. After the execution of each Order, Shipper will be invited to evaluate the services provided by the Carrier on a scale from 1 to 5. Each Shipper may perform only one evaluation for each Order and no later than within 48 hours after execution of the Order.
11.2. The current rating of Carriers shall be the average rating made by Shippers over the last 12 months. When registering on Platform, Carrier is assigned a rating of 4. On the Platform, it is possible to indicate of how many ratings Carrier’s current rating consists.
11.3. Carriers’ current ratings are available to Shippers. When placing an Order, the Platform may provide for the possibility to specify that it may be shipped only by Carriers whose rating is not lower than a level chosen by Shipper.
11.4. CargoPoint shall not be responsible for: (i) the criteria by which Shippers express their assessment of Carriers; (ii) how Shippers use the current rating of the Carriers in their decisions or otherwise; (iii) how its current rating of Carriers is used by other Carriers or other persons aware of such rating.
12. Information, confidentiality and privacy terms
12.1. CargoPoint and Users shall not disclose information about a particular User’s transaction or transactions without the express consent of that User. Users shall not disclose information about any payments and other terms of business with CargoPoint without the express consent of CargoPoint.
12.2. In any event, CargoPoint shall use and disclose information about Users only as necessary and to the extent reasonably necessary for the provision of services on Platform. CargoPoint is entitled to use information for market analysis.
12.3. CargoPoint and Users may disclose:
12.3.1. Information at the request of a court or competent authority, or if the need arises from applicable laws and regulations or the rules of a regulated market operator;
12.3.2. Information that has entered the public domain without violating the confidentiality obligations provided for in the Terms and Conditions;
12.3.3. Information to their shareholders, officers, employees, consultants, service providers, financiers, and potential purchasers of CargoPoint or a User Company to the extent that they have a reasonable need for such information, provided that such persons are subject to similar confidentiality obligations.
12.4. The confidentiality obligations provided for in this section shall remain in force for 2 years after termination of User’s registration on Platform.
12.5. CargoPoint undertake to process personal data arising from Agreement between Users and CargoPoint for the purposes of performance of the Agreement in accordance with applicable data protection regulations, including the requirements of the General Data Protection Regulation.
12.7. Users confirm that they have a legal basis for the transfer of personal data to CargoPoint. When recording delivery of Cargo with photographs, Carrier shall ensure that the relevant photographs do not depict individuals and/or other personal data as far as is reasonably possible.
13. Intellectual property rights
13.1. All software used to provide CargoPoint Services or that is available on Platform, as well as all intellectual property rights on Platform, are the exclusive property of CargoPoint and/or its service providers.
13.2. These Terms and Conditions do not grant User any intellectual property rights to CargoPoint Services or the content of Platform, and all rights not expressly granted herein are reserved by CargoPoint and its service providers.
13.4. No person may copy, retrieve, publish, integrate, use, combine, collect or otherwise use the content of the Platform or the CargoPoint brand without the express written permission of CargoPoint. Any unauthorised use of Platform Content or any of the foregoing acts or conduct shall constitute material infringement of CargoPoint’s intellectual property rights.
14.1. The User may at any time be requested to reaffirm its acceptance of the Terms and Conditions or any part thereof, and CargoPoint may suspend access to the Platform in whole or in part until such confirmation is given.
14.2. Platform customer service is intended to help Users take advantage of the benefits of using Platform, and Users are therefore encouraged to submit their questions, suggestions and complaints in the “Contacts” section of the Platform regarding any functionality of Platform or the actions of parties involved in providing the Platform. However, given that Platform is primarily a digital tool providing cost-effective solutions for all its members, the ability to manually communicate with Users may be limited, and CargoPoint reserves the right not to respond to such communications.
14.3. The Annex constitutes an integral part of the Terms and Conditions.
TO CARGOPOINT GENERAL TERMS AND CONDITIONS
This Annex is an integral part of the CARGOPOINT GENERAL TERMS AND CONDITIONS (the “Terms and Conditions”). All capital letters used in this Annex shall have the same meaning as in the Terms and Conditions. All amounts in this Annex are exclusive of VAT applicable by law.
1 Order cancellation fee
|Cancelling party||Cancellation time *||Clause in Terms and Conditions||Cancellation fee|
|User||More than 2h||5.7||None|
|2 – 1 h||5.7||50% of Order amount|
|Shipper||Less than 1 h||5.7||100% of Order amount|
|Carrier||Less than 1 h||5.7||100% of Order price and all losses of the Shipper, insofar as they exceed the cancellation fee, but in total not more than 200% of Order price|
* In the hours before the start time of the shipment specified in the Order (if a “time corridor” (range of times) is specified, then before the earliest specified time).
2 Delays, downtime payments, Order non-fulfilment
|Delaying party||Type of delay||Length of delay *||Clause in Terms and Conditions||Payments|
|Carrier||Receipt of Cargo
|Up to 1 h||8.1||None applicable|
|Longer than 1 h||8.2||100% of the Order price and all losses of Shipper, insofar as these exceed the non-fulfilment fee, but in total not more than 200% of the Order price
(Order will be considered cancelled)
|Delivery of Cargo||Up to 1 h||8.1||None applicable|
|Longer than 1 h||8.2||The amount shown in the next table is for each hour, but in total not more than 200% of Order price|
|Shipper||Loading of Cargo||Up to 1 h||8.3||None applicable|
|1 – 3 h||8.3||The amount shown in the following table for each hour|
|Longer than 3 h||8.4||100% of Order price
(Order will be considered cancelled)
|Unloading of Cargo||Up to 1 h||8.3||None applicable|
|1 – 3 h||8.3||The amount shown in the following table for each hour|
|Longer than 3 h||8.5||Double the Order price plus the payment indicated in the previous line
(Cargo to be returned)
|Return of Cargo back to point of shipping||Up to 1 h from arrival||8.5||None applicable|
|1 – 3 h||8.5||The amount shown in the following table for each hour|
|Longer than 3 h||8.6||The cargo can be delivered for storage at the expense of the Shipper|
|Carrier||Any delay due to accident||Up to 2 h||8.7||None applicable|
Downtime fee per 1h, depending on the type of transport:
|Type of transport*||Name*||Rate|
|VT01||Car||EUR 20 per hour|
|VT02||SUV||EUR 20 per hour|
|VT03||SUV with trailer||EUR 20 per hour|
|VT04||Cargo minibus||EUR 20 per hour|
|VT05||Curtainsider minibus||EUR 20 per hour|
|VT06||Cargo minibus with platform||EUR 20 per hour|
|VT061||Cargo minibus with platform and manipulator||EUR 20 per hour|
|VT07||Cargo minibus with platform and trailer||EUR 20 per hour|
|VT08||Tow truck <5T||EUR 30 per hour|
|VT09||Tow truck >5T||EUR 30 per hour|
|VT10||Closed box truck <10T||EUR 30 per hour|
|VT11||Truck (max. 6m) with manipulator <13T||EUR 30 per hour|
|VT12||Truck (max. 8m) with manipulator <15T||EUR 30 per hour|
|VT13||Truck (max. 6m) with manipulator <10T and trailer <10T||EUR 30 per hour|
|VT14||Truck (max. 8m) with manipulator <10T and trailer <10T||EUR 30 per hour|
|VT15||Truck with platform semitrailer||EUR 40 per hour|
|VT16||Truck with tilt semitrailer||EUR 40 per hour|
|VT17||Truck with a semi-trailer and a drop-down ramp||EUR 50 per hour|
|VT18||Trucks for oversized cargo||EUR 50 per hour|
* If another mode of transport is used, the charge set for the most similar analogous mode of transport shall apply.
3 CargoPoint commission, late-payment interest
|Payor||Type of payment||Clause in Terms and Conditions||Amount|
|Shipper||CargoPoint commission||10.3||7% of the total shipping fee specified in the Order accepted in accordance with Clause 5.4 or 5.5 of the Terms and Conditions|
|Shipper||Late-payment interest||10.5||0.2% of the amount due for each day of delay|
4 Deadlines for issuing, paying and disputing invoices
|Party responsible for fulfilment||Action||Clause in Terms and Conditions||Deadline|
|CargoPoint||CargoPoint calculation (draft invoice) for the Carrier for Orders accepted in a calendar month||10.4||By the 3rd of the** subsequent month|
|CargoPoint||CargoPoint invoice to the Shipper for Orders accepted in the calendar month and CargoPoint commission||10.4||By the 5th of the subsequent month|
|CargoPoint on behalf of Carrier||Carrier’s invoice to CargoPoint for Orders accepted in a calendar month||10.6||By the 8th of the subsequent month|
|Carrier||Right to dispute CargoPoint calculation (draft invoice) for shipment services and CargoPoint invoices for other payments||10.8||By the 5th of the subsequent month|
|Shipper||Right to dispute CargoPoint invoices||10.8||By the 10th of the subsequent month|
|Shipper||Payment of CargoPoint invoice||10.5||Until the 15th of the following month|
|CargoPoint||Payment of the Carrier’s invoice, if presented on time||10.7||By the 15th of month after next|
** Calendar month following the month in which the respective Order was accepted