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USAGE OF SEARATES.COM WEBSITE

LOGISTICS SERVICES – CUSTOMER PUBLIC AGREEMENT

You or your Company (further mentioned as "Customer"); and SEARATES FZE having its registered office at PO Box 17000, JAFZA 17, 5TH Floor, Dubai, United Arab Emirates (“SeaRates”);

(each a “Party” and together the “Parties”)

Have agreed on the logistics services provision as follows:

Background

Customer wishes to appoint SeaRates as the provider of the Services (as defined below), and SeaRates agrees to provide the Services, in accordance with the terms of this Agreement.

Agreed Terms

1. SERVICES

   1. SeaRates shall provide the ocean, land and/or air transportation booking services described in Application (the “Services”) in accordance with this Agreement, and with all reasonable skill and care. As a part of above mentioned Service or independently of it the Customer gives instructions and trusts SeaRates and SeaRates undertakes to organize at expense of the Customer the transport, freight forwarding and logistical service (the “Services”), transportation of cargoes within, to or from the territories specified in the Application (including international routes) as well as rendering of other forwarding services to the Customer as may be agreed between the Parties.
      1. “Application” is a document (such as a booking form or shipping instructions) which contains the name and amount of cargo, its properties, route of transportation (place of receipt, port of loading, port of unloading, place of cargo delivery), the planned date when shipper hand over the cargo and approximate period of delivery of cargo to consignee, the desirable type of transport means, the full and exact information about the shipper and consignee and other necessary information regarding organization of Service, are specified.
      2. For the purposes of this Agreement, the Application is considered to be any written formalized or non-formalized (any free form, but containing all the necessary elements of the Application indicated in sub clause a) therein Clause) message and sent by the Customer via e-mail (both with a file attachment and with a text message only) or by another electronic messenger that allows SeaRates to unambiguously and without a doubt identify such a message as the real intention of the Customer or any person who is acting on behalf of Customer`s to move the cargo within one and/or between several countries.
      3. An Application, as a rule, is given not less than one (1) weeks prior to readiness of cargo to transportation on desirable date of loading and/or dispatching.
      4. Despite of on the above specified the SeaRates does not guarantee and is not responsible for violation of declared of actual carrier (on land, sea, air and railway) terms of departure or arrival of cargo, for absence, availability or facility of access on the market of any type of transport means, container and other specific equipment, and for adherence to the schedule of traffic of actual carriers.
      5. “Rates sheet” means the rates sheet on Service (Freight and Charges) are determined and agreed by the Parties through the exchange of electronic letters, which have the force of the Application.
   2. “SeaRates Marks” means all present and future names, logos, trademarks, trade names, platform and service marks of SeaRates and of the DPW Group.Note and Disclaimer: Hereby declared that in process of performance of the Services, using of the SeaRates Marks in this Services Agreement whether a name of company, a trade name, an online booking platform and other freight forwarding service, etc. does not in any way imply, indicate and shall not be construed or interpreted by default as meaning that any other company that contains the word "searates" in its name is directly or indirectly authorized representative office, agency, etc of SEARATES FZE, whether the word "searates" is alone or as part of other words and form of writing (font, size, caps lock, etc.), whether other company is a member of the DPW Group or not, unless another clear and definite provided in appropriate writing agreement between SEARATES FZE and any other company.
      Based on the foregoing SEARATES FZE does not bear any responsibility and does not accept any claims and suits, both for any tax liabilities and any other contractual or non-contractual liability to/from any government authority and body and/or other commercial or non-commercial company from any country for actions or inaction of any other company that contains the word "searates" in its name;
   3. SeaRates shall use reasonable efforts to meet any agreed service levels or KPIs.
   4. Customer shall provide SeaRates in Applications with best possible and accurate visibility of cargoes, volumes, orders and other relevant information set out in Application (sub clauses a) and b) of clause 1.1). Customer shall not ship any dangerous or hazardous cargo without prior written agreement by SeaRates.
   5. All Services and other activities are subject to first of all the FIATA Model Rules for Freight Forwarding Services (referred as the FIATA Rules and that is priority), SeaRates’ user terms and STANDARD TRADING CONDITIONS for freight forwarding and logistics services (referred as “STC” and that is additionally to the FIATA Rules) available on https://www.searates.com/tos/#dp_world or “STC” copies available on request as may be updated from time to time by SeaRates. The FIATA Rules and the STC are the only terms and conditions upon which SeaRates is prepared to do business.
   6. When SeaRates provides carrier management and/or carrier booking services only, that is acting as agent only, and not responsible for the execution of services by any third party carrier, unless otherwise agreed in writing.
   7. Terms and conditions of liability of SeaRates for actions of the third parties (the actual carriers) engaged by SeaRates for cargo transported by sea, truck, railway and/or air is subject to the FIATA Rules and the STC.

2. SCOPE

   1. The Parties may propose to one another improvements or changes in the Services, to be discussed by the Parties’ in good faith.
   2. SeaRates shall only be required to perform any amended or additional Services if the Charges have been adjusted accordingly.
   3. This Agreement applies as between the Parties only, provided that:
      1. Any company in SeaRates’ Group, or their sub-customers, may provide any of the Services, and in doing so, shall be entitled to rely on the terms of this Agreement applicable to SeaRates; and
      2. If Customer desires that SeaRates or its Group provide Services to another company in Customer’s Group, then it must obtain SeaRates’ written agreement, including as to the applicable Charges for such other company, and Customer shall ensure that such other company complies with the terms of this Agreement applicable to Customer, including payment of Charges.
      “Group” means any other company which directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or control with a Party.

3. PAYMENT AND INVOICING

   1. The charges for the Services (“Charges”) are as per individual quotations for the relevant Services issued and provided by SeaRates, and agreed with each Customer from case to case.
   2. All Charges are payable in accordance with invoice terms. Any credit is granted subject to the STC or separate terms.
   3. SeaRates or its Group may invoice Charges to Customer, or the relevant company in Customer’s Group, where agreed.
   4. Any third party costs incurred as a result of the Services are to be paid by Customer as per invoice. These are costs which are incurred by SeaRates with 3rd parties (e.g. terminals, customs authorities etc.) which are outside of SeaRates’ control and are paid incidentally to the services. Third party costs are not fixed.
   5. Unless otherwise specified in additional agreement to this Agreement, SeaRates has the option to increase the Charges from time to time during any Rates Period due to any unforeseen increase in the charges of its SeaRates, or due to adverse market conditions or any Event of Force Majeure. SeaRates shall use all reasonable endeavours to liaise with and give advance notice to Customer of any such increase or anticipated increase.
   6. In case of violation by the Customer of the due date payment for agreed Charges (both, advance or post payment) to the Services, the Customer shall pay a fine in the size of 1% (one percent) on the amount of due payment for each day of delay. In case of delay in payment more then 30 (thirty) days the size of fine will up to 10% (ten percent) on the amount of due payment for each day of delay.
   7. Without dispute the Customer compensates all Charges, actually borne by SeaRates at execution and implementation of the Customer`s Application. SeaRates reserves the right to demand and impose fines and fees (Booking cancellation fee, Late payment fee in favour to shipping lines and other NVOCC, non-giving of the Goods to shipment, downtime of vehicles, etc.) according to tariffs from appropriate service providers and the Customer is obliged to reimburse all appropriate fines that have been imposed to SeaRates by engaged third parties (service providers).
   8. Hereby Customer declares and guarantees that in case of abandonment / non-claim of the cargo by Customer, as well as by the consignee that will be indicated by Customer in Application / Order to shipment / Booking note / Purchase order and/or in appropriate shipping document (B/L, Sea Waybill, etc.) as consignee in the port or terminal of arrival/destination, Customer will unconditionally compensate and reimburse SeaRates for all additional costs, charges and fines actually incurred by SeaRates to favor of the shipping line or other carrier, customs, port administration and any other engaged third party and state authorities, including in the case of brining by the shipping line, as well as other above-mentioned engaged parties and state authorities, any claims and suits against SeaRates for compensation of all costs, charges and fines associated with the storage, seizure, sale off and/or any other disposal of abandoned / unclaimed cargoes, and made in accordance with local rules and any other relevant international convention that are applied.
   9. In case of breach cl. 3.8, Customer undertakes hold harmless SeaRates and to indemnify SeaRates any damage, and assume solely all and any liability, possible fines and compensation for expenses and damages that may be sued from any state authorities and other authorized bodies for violating the rules and legislation in the field of delivery, transshipping, storage, utilization and customs procedures under transportation of cargoes.
   10. DISCLAIMER:
       Hereby SeaRates as a freight forwarder and provider the ocean, land and/or air transportation booking services declares and confirms that Base Freight Rates (BAS), storage rates and any fines, as well as any surcharges, fee and charges thereon, are produced and quoted by the respective origin service providers, such as: shipping lines, other sea carriers incl. NVOCC, stevedoring and terminal companies, port administrations and/or local authorities, etc. Based on this, SeaRates does not bear any responsibility for the addition by service providers any surcharges, fees and charges to BAS, other services and penalties to any other fees and surcharges, changes in the rates of any fees, surcharges, cost of storage and fines, including Base Rate, initiated by providers of appropriate services, and SeaRates will not be liable for absorbing such costs and all of above mentioned is for client/vendor’s account, namely, but not exclusively: BAF (Bunker Adjustment Factor), CAF (Currency Adjustment Factor), Congestion Surcharge, CUC (Chassis Using Charge), DDF (Documentation Fee - Destination), Demurrage (Demurrage), Detention (Detention), DOCS (documentation), DocsFee, EBS (Emergency Bunker Surcharge), DTHC (from Destination Terminal Handling Charge), GRI (General Rate Surcharge), GAC (Gulf of Aden Surcharge) , HWS (Heavy-Weight Surcharge, similar to OWS - Over-Weight Surcharge), Heavy Lift Charge, IMO Surcharge, ISPS (The International Ship and Port Facility Security Code fee), ODF (Documentation Fee - Origin), PCS (Panama Channel Surcharge), PSS (Peak Season Surcharge), PSE (Port Security Charge - Export), PCS (Port Congestion Surcharge), SEC (security charges), Storage, SCS (Suez Channel Surcharge), WarRisk and War Risk Surcharge, Wharfage, WSC (Winter Surcharge), D&D, reefer plugin, liftgate fee, etc.
       In case the service providers (third parties) impose and submit for payment the above fees and charges (with the provision of supporting documents), the Customer is indisputably obliged to pay them at the first request of SeaRates within 3 (three) working days. In case of non-payment or late payment of the above fees and charges, SeaRates reserves the right to suspend the provision of services or refuse at all without compensating for any losses to the Customer, as well as to demand the payment of appropriate fines that may be applied to SeaRates by service providers for non-payment of the above fees and charges.
   11. All payments to SeaRates shall be made to the account that indicated below, or such other account as SeaRates may nominate from time to time.

4. TERM

   1. This Agreement takes effect from the date of user registration in SeaRates.com system, or the date the Services commenced if earlier (the “Effective Date”), and shall continue in force for an initial period of 1 year (“Initial Period”). Unless terminated, the Agreement shall automatically renew for one-year periods, on the expiry of the Initial Period or subsequent one-year period.
   2. This Agreement may be terminated by either Party:
      1. on at least 3 (three) months’ notice by either Party to the other;
      2. immediately upon material breach by either Party of this Agreement which has not been remedied within 30 days of written notice by the other Party, or is not capable of being remedied; or
      3. immediately by either Party if the other Party enters into any form of insolvency or bankruptcy, or is subject to change in control or ownership (other than for the purpose of a solvent internal reorganisation).

5.   IT

   1. The Parties may implement EDI or other integration between their IT systems as agreed. The parties may implement EDI or other integration between their IT systems. The parties shall agree to applicable terms for any IT integration, and will, in good faith, also agree upon fair remuneration for these associated IT development costs. If not agreed otherwise, each party shall bear its own costs.
   2. SeaRates may allow Customer access to its booking, supply chain visibility or other visibility systems. SeaRates will make reasonable efforts to maintain such systems and information accurate and up to date. Unless otherwise agreed, SeaRates is not responsible for data received or provided by any third party.
   3. Customer’s access to such systems is subject to SeaRates’ STC, available from SeaRates or published on the relevant system.

6. INSURANCE AND CLAIMS

   1. Customer is responsible for insuring the full replacement value of any products which are handled or managed by SeaRates (“Goods”).
   2. In the event of any claim for loss or damage to Goods, the Parties shall follow the claim conditions and observe the timelines included in Terms and Conditions of appropriate insurance company, the FIATA Rules and/or STC. Such provisions shall prevail (in respect of claims against SeaRates) over the timelines indicated in Clause 10 of this Agreement.
   3. The terms and conditions of SeaRates` liability is subject to the FIATA Rules and the STC.
   4. In case of any non-payment on Customer’s side for the services that actually provided, or delays for the same, Customer agrees to accept legal claims from SeaRates demanding to pay the outstanding amounts and guarantees to pay them in full.

7. CONFIDENTIALITY AND OWNERSHIP

   1. Each Party shall keep confidential all documents, records, correspondence and transactions in any form concerning the operation or business of the other Party (“Confidential Information”). Neither Party may disclose the other Party’s Confidential Information, unless:
      1. such matter is at that time in the public domain; or
      2. if a Party is compelled by any governmental or judicial authority to disclose any such information;
      3. SeaRates or its Group is required to disclose such information in order to provide the Services.
   2. Each Party may disclose Confidential Information to the other companies in its Group, and for its Group’s internal business purposes.
   3. Each Party acknowledges the other Party’s and its Group’s ownership in their respective marks, names, data, systems and processes. Neither Party acquires any rights of the other, provided, however, that SeaRates may use Customer’s marks, names, data and processes as necessary to provide the Services.
   4. This Clause shall remain in full force and effect notwithstanding the termination of this Agreement, and replaces any confidentiality agreement signed between the Parties prior to the Effective Date.

8. FORCE MAJEURE

   1. Neither Party is liable to the extent that it is unable to perform any of its obligations by war, terrorism, flood, fire, storm, strike, embargo, or other cause beyond the reasonable control of such Party, such as force majeure circumstances (Force Majeure) specified in ICC Force-majeure clause 2003 and ICC hardship clause 2003 (ICC Publication No.650), also including changes in legislation, any restrictions, orders, prohibitions, other actions of public authorities or management and their structural units that are prohibitive in nature; as well as other unforeseen circumstances beyond the control of the Parties, which cannot be overcome by reasonable methods, which directly affected the possibility of implementation of this Contract. This does not affect the liability of either Party to pay any amounts due under this Agreement unless such payment is unavailable because of Force-majeure self.
   2. The Party affected by Force Majeure shall notify the other Party without undue delay and latest within 2 working Days following the commencement of the Force Majeure event setting out the nature and extent of the Force Majeure, and shall similarly notify the other Party within 2 working Days following the end of the Force Majeure circumstances.
   3. The affected Party is not required to perform any of its obligations which are prevented or seriously delayed by the event of Force Majeure for as long as such event continue and unable the affected Party, using all reasonable efforts, to recommence its affected performance.

9. GENERAL TERMS

   1. Neither Party shall be liable for any delay, loss of revenue, loss of profits or any punitive, special, consequential or indirect loss.
   2. Unless the Parties expressly and unequivocally exclude or change the application of the provisions of the main body of this Agreement, then in the event of inconsistency between the provisions of the main body of this Agreement, and (a) any of the Appendixes, Schedules etc. to this Agreement or (b) the FIATA Rules, STC and any other terms or conditions referred to, then the main body of this Agreement shall prevail.
   3. Any additions or modifications to this Agreement are only binding if made in writing and signed on behalf of both Parties.
   4. The Parties agree that this Agreement can be executed and exchanged by means of a fax and/or electronic communication (equally to all Appendixes, Specifications, Additions, Invoices, etc.).
   5. The Parties confirm that this Agreement can be signed electronically and ink signatures or seals are not required.
   6. The Parties confirm that this Contract expressed in a scanned document type arranged by means of a fax and/or electronic communication is valid for providing to banks, tax and customs authorities, and other bodies that need it, for the purpose of fulfilment by the Parties of the obligations under it, and is valid as the original.
   7. Any notices given by either Party under this Agreement shall be addressed to the individuals who sign this Agreement, or other individuals agreed in writing by the Parties.
   8. This Agreement contains the entire understanding between the Parties.

10. GOVERNING LAW AND DISPUTE RESOLUTION

    1. Without prejudice to the provisions of cl. 1.5 therein this Agreement is subject to English Law.
    2. The Parties shall attempt, in an amicable manner, to settle any dispute which may arise under this Agreement.
    3. Any out-of-court claim shall be presented within one month from the moment of reason that caused the dispute has arisen.
    4. The Party that receives such claim shall respond on the point within one month from the moment of claim’s receipt. In case no settlement can be reached through the exchange of claims and negotiations, the case shall be settled by arbitration in London in accordance with the London Maritime Arbitrators Association (LMAA) Terms then in force in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause and by one arbitrator appointed in accordance with the said Rules. The timelines in clause 10.3 and this clause 10.4 do not apply to claims for loss, damage or delay in respect of Goods, which are subject to the timelines and notification requirement set out in the FIATA Rules and the STC.
    5. Language of the arbitration proceedings shall be English.
    6. The seat of the arbitration shall be London, England, even where the hearing takes place outside England.
    7. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.
    8. In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.
    9. In cases where the claim or any counterclaim exceeds the sum agreed for the LMAA Small Claims Procedure and neither the claim nor the counterclaim exceeds the sum of US$400,000 (or such other sum as the parties may agree) the parties may further agree that the arbitration shall be conducted in accordance with the LMAA Intermediate Claims Procedure current at the time when the arbitration proceedings and commenced.
    10. Notwithstanding the above provisions, SeaRates reserves the right to bring a claim against the Customer in any court of the place where the Customer has its registered office or place of business.
    11. Cases concerning the recovery of pending by the Customer amounts of Freight and Fees in favour of SeaRates, at SeaRates' discretion may be referred for arbitration, consideration, final decision and recovery with the participation of the Freight Recovery & Arbitration Chamber (FR&AC), located at Corso di Porta Vittoria n. 28, 20122 Milan, Italy.

11. COMPLIANCE WITH LAWS, RULES AND LEGAL REGULATIONS

    1. COMBATING SLAVERY AND HUMAN TRAFFICKING
       Customer will comply with all applicable laws, rules and legal regulations prohibiting slavery and human trafficking in its own business as well as in its supply chain
    2. COMPLIANCE WITH ANTITRUST LAWS
       Customer will strictly comply with all applicable antitrust laws, trade practice laws and any other competition laws, rules and regulations dealing for example with monopolies, unfair competition and restraints of trade, and relationships with competitors and customers. Customer will not enter into agreements with competitors or engage in other acts that may unfairly impact competition, including, but not limited to, price fixing or market allocations.
    3. COMBATING CORRUPTION
       SeaRates does not tolerate any form of corruption. Thus, Customer will comply with applicable laws and regulations concerning bribery and anti-corruption, including those concerning foreign corrupt practices. Customer will neither engage in nor tolerate any form of corruption, bribery, theft, embezzlement, or extortion or the use of illegal payments, including without limitation, any payment or other benefit conferred on any individual, company or government official, for the purpose of influencing the decision-making process in violation of applicable laws. Specifically, Customer must not offer illegal benefits or illegal favors such as bribe payments, kick-backs, or other illegal benefits including inappropriate gifts and undue hospitality towards SeaRates employees for the exchange of business opportunities.
       This policy applies to all forms of bribery, whether to or from public or private people or entities. Anyone affiliated with Customer must strictly follow all applicable laws, including any applicable anti-corruption laws. These may include the U.S. Foreign Corrupt Practices Act and/or the U.K. Bribery Act.
    4. EXPORT AND IMPORT REGULATIONS
       Customer will comply with all applicable import and export control laws, including without limitation, sanctions, embargoes and other laws, regulations, government orders and policies controlling the transmission or shipment of goods, technology and payments.
    5. PREVENTION OF MONEY LAUNDERING
       Customer shall perform their duties in strict compliance with all applicable laws, rules, regulations, decrees and/or official government orders and not to participate in any money laundering activity and shall not in any way cause other party to breach or risk breaching any applicable law, rule, regulation, decree and/or official government order, including in relation to anti-bribery, export control, international sanctions (including but not limited to those of the European Union, any EU member state, the United States of America or the United Nations, Switzerland, UK, UAE and countries of Greater Caspian Region) and anti-money laundering laws and regulations.

LOGISTICS SERVICES – VENDOR PUBLIC AGREEMENT

You or your Company (further mentioned as "Vendor"); and SEARATES FZE having its registered office at PO Box 17000, JAFZA 17, 5TH Floor, Dubai, United Arab Emirates (“SeaRates”);

(each a “Party” and together the “Parties”)

Have agreed on the logistics services provision as follows

Background

SeaRates operates the SeaRates online booking and freight forwarding platform and offers logistics and freight forwarding booking services to Customers both through the online booking platform and direct sales.

SeaRates intends to appoint Vendor to provide the Services (as defined below) to SeaRates and its Customers, subject to and in accordance with the terms and conditions of this Agreement.

Agreed Terms

1. INTERPRETATION

   1. In this Agreement, the following definitions are used:

      “Agreement” means these general terms and any Appendix hereto as may be amended from time to time subject to the mutual consent of both Parties;

      “DPW Group” means DP WORLD’s entities trading under and as SeaRates trading mark and any other company or entity which is directly or indirectly owned or controlled by DP World FZE, and including any direct or indirect affiliate, subsidiary, joint venture, agent or subcontractor of SeaRates FZE as SeaRates or of any such company or entity;

      “Cargo” means articles of any kind whatsoever, transported or to be transported in a Container or otherwise;

      “Charges” means the fees to be charged by Vendor to SeaRates in respect of the Services, as set out in Section 8 and Application.

      “Freight” means the freight, fees, overcharges and other amounts, incl. penalties, fine and other reimbursement to be charged by SeaRates to customer through Vendor in respect of the Services, as set out in Section 8 and Application.

      “Rates sheet” means the rates sheet on Service (Freight and Charges) are determined and agreed by the Parties through the exchange of electronic letters, which have the force of the Application.

      “Container” means any container, box, pallet or other item used for the consolidation or packing of Cargo;

      “Customer” means any customer who makes a booking for Services on the SeaRates platform, or enters into relevant forwarding agreements through direct sales, or for which SeaRates otherwise agrees to arrange or provide Services, as well the consignee in favour of which the Cargo is delivered;

      “Holder” means (according with par. 10 Chapter 1 of The United Nations Convention on Contracts for the international carriage of goods wholly or partly by sea):

      (a) a person that is in possession of a negotiable transport document; and

      (i) if the document is an order document, is identified in it as the shipper or the consignee, or is the person to which the document is duly endorsed; or

      (ii) if the document is a blank endorsed order document or bearer document, is the bearer thereof; or

      (b) the person to which a negotiable electronic transport record has been issued or transferred in accordance with referred procedures;

      “Merchant” Includes The Shipper (Consignor) and Consignee that is specified in the relevant Bill of Lading, Holder of this Bill of Lading, the receiver of the Goods and any Person owning, entitled to or claiming the possession of the Goods or of this Bill of Lading or anyone acting on behalf of this person;

      “Day(s)” means ordinary days of the week including weekends and public holidays;

      “Effective Date” means the date first written above, or the date the Services are commenced, if earlier;

      “Force Majeure” means any Act of God, earthquake, flood, terrorist attack, war or other event according to ICC 2003 (ICC Publication No. 650) beyond the reasonable control of the Party claiming Force Majeure. Force Majeure does not include any strike, labour dispute or industrial action which could reasonably have been prevented by Vendor;

      “SeaRates Marks” means all present and future names, logos, trademarks, trade names, platform and service marks of SeaRates and of the DPW Group.

      • Note and Disclaimer: The use of the SeaRates mark in this Supplier Agreement as a trade name, online booking and freight forwarding platform, etc. does not in any way imply, indicate and shall not be construed or interpreted by default as meaning that any company that contains the word "searates" in its name, either alone or as part of other words, whether such company is a member of the DPW Group or not, is directly or indirectly related to SEARATES FZE trading as SeaRates.
      • Hereby declare that in process of performance of this Supplier Agreement any company that contains the word "searates" in its name is not by default a representative office, agent or otherwise representative of SEARATES FZE trading as SeaRates unless another clear and definite provided in appropriate writing agreement between them.
      • Based on the foregoing SEARATES FZE trading as SeaRates does not bear any responsibility and does not accept any claims and suits, both for any tax liabilities and any other contractual or non-contractual liability to/from any government authority and body and/or other commercial or non-commercial company of any country for the actions or inaction of any company that contains the word "searates" in its name;

      “Services” means the services described in this Agreement, in particular in Application, and such other services to be provided by the Vendor as mutually agreed. Vendor shall provide the ocean, land and/or air transportation in accordance with this Agreement, and with all reasonable skill and care. As a part of above mentioned service or independently of it SeaRates gives instructions and trusts Vendor and Vendor undertakes to organize at expense of the SeaRates the transport, freight forwarding and logistical service, transportation of cargoes within, to or from the territories specified in the Application (including international routes) as well as rendering of other forwarding services to the Customer as may be agreed between the Parties.

      “Application” is a document (such as a booking form or shipping instructions) which contains the name and amount of cargo, its properties, route of transportation (place of receipt, port of loading, port of unloading, place of cargo delivery), the planned date when shipper hand over the cargo and approximate period of delivery of cargo to consignee, the desirable type of transport means, the full and exact information about the shipper and consignee and other necessary information (incl. terms of payment, if required) regarding organization of Service, are specified.

      • For the purposes of this Agreement, the Application is considered to be any written formalized or non-formalized message (any free form, but containing all the necessary elements of the Application indicated in interpretation of “Application” therein Clause) and sent by the Customer via e-mail (both with a file attachment and with a text message only) or by another electronic messenger that allows SeaRates to unambiguously and without a doubt identify such a message as the real intention of the Customer or Party who is acting on behalf of Customer`s to move the cargo within one and/or between several countries.
      • An Application, as a rule, is given not less than one (1) weeks prior to readiness of cargo to transportation on desirable date of loading and/or dispatching.
      • Despite of on the above specified the Parties does not guarantee and is not responsible for violation of declared of actual carrier (on land, sea, air and railway) terms of departure or arrival of cargo, for absence, availability or facility of access on the market of any type of transport means, container and other specific equipment, and for adherence to the schedule of traffic of actual carriers.

   2. The headings in this Agreement are for convenience only and shall not affect the construction or interpretation of this Agreement.

   3. In this Agreement references to the singular shall include the plural and vice versa.

   4. Reference to any English legal term shall, in respect of any jurisdiction other than England, be deemed to include what most nearly approximates in that jurisdiction to the English legal term.

   5. All Services and other activities under this Agreement are subject to first of all the FIATA Model Rules for Freight Forwarding Services (referred as the FIATA Rules). The FIATA Rules is the priority terms and conditions upon which the Parties are prepared to do business.

2. APPOINTMENT

   1. Vendor agrees to provide the Services to SeaRates from the Effective Date.

   2. SeaRates may also appoint other persons to provide Services of a same or similar nature to the Services.

   3. SeaRates does not undertake or warrant to tender any minimum quantity of Containers or bookings, or requests or orders for Services, to Vendor during the term of this Agreement or otherwise.

3. TERM AND TERMINATION

   1. This Agreement shall take effect from the date of user registration at SeaRates.com and shall continue to be in force for an initial period of 1 year[s] ("Initial Term”). A new 1-year Term shall commence upon the expiration of the Initial Term. This renewal and termination procedure shall apply for each subsequent 1-year Term after the Initial Term.

   2. Notwithstanding Clause 3.1, this Agreement may be terminated at any time in any of the following ways:

      4. on at least 3 months’ notice by Vendor to SeaRates, such notice not to take effect before expiry of the Initial Term or any subsequent Term;
      5. at any time by SeaRates on the expiry of 1 months’ notice to Vendor; or
      6. failure by either Party to remedy a material breach of this Agreement which has not been remedied within 15 Days after notice of the breach has been served by the other party;
      7. immediately by either Party if the other Party enters into any form of insolvency, bankruptcy, receivership, administration, or ceases or threatens to cease to carry on its business, or passes a resolution for winding up, or is unable to pay its debts;
      8. if either Party due to an event of force majeure is prevented from or seriously delayed in performing its obligations for a continuous period exceeding 1 month, the other Party may terminate this Agreement with immediate effect.

   3. ‘Material breach’ of this Agreement includes a breach of the Vendor’s insurance obligations, in accordance with Section 7; a failure by Vendor to pay claims when due, or a failure on the part of the Vendor to fulfil and deliver any of the Services as defined herein on 3 occasions each month for 2 consecutive months and such failure reoccurs in the third consecutive month.

   4. Termination of this Agreement for any reason whatsoever shall be without prejudice to the Parties' rights and obligations under the Agreement which have accrued prior to termination. The clauses and provisions of this Agreement which by their nature survive termination shall remain in full force and effect notwithstanding the termination of this Agreement for whatever reason.

   5. If this Agreement is terminated the Vendor shall make available for collection by SeaRates, on receipt of SeaRates’ written instruction, all SeaRates’ lists, operations manuals, technical guidelines, documents and/or property relating and/or belonging to SeaRates in the Vendor’s possession shall be immediately returned to SeaRates.

   6. Should the Vendor fail to make available the items within 14 fourteen Days of receipt of a written instruction as per 3.5 above, the Vendor shall compensate SeaRates the insured value of the items.

4. VENDOR’S PERFORMANCE

   1. Vendor shall provide the Services in a workmanlike, professional, timely and proper manner and shall comply with all applicable regulations, laws, ordinances and best industry practices (including those applicable to health, safety, security and environment).

   2. Vendor takes full responsibility for the whole scope of procedures in country(ies) of his operating (is in charge of arranging additional services upon customer consignee’s request), as well as for the consequences of such procedures resulting in additional fees. Vendor have to pay themselves to pay all bills that are associated with additional costs and fines that were not previously agreed.

   3. Vendor shall hold any necessary approvals, certificates or licenses for performing the Services (if required). Vendor shall pay all governmental and municipal charges, or other charges in accordance with any applicable laws, rules and regulations. Such charges are deemed to be included in the Charges.

   4. Vendor shall employ and maintain sufficiently licensed, qualified, trained, directed and supervised staff necessary to properly and safely perform the Services in compliance with this Agreement. Vendor shall have complete control and supervision of Containers and Cargo while in the Vendor’s custody, possession and control; and Vendor shall control the detail of the work of any person transporting, operating or otherwise handling Containers and Cargo during such time.

   5. Vendor shall maintain own equipment of a sufficient standard and quantity, which is necessary to properly and safely perform the Services in compliance with this Agreement. When applicable such equipment shall be ISO-compliant. SeaRates and/or its Customer, including representatives of or other persons designated by the same, may at any time inspect all equipment used by the Vendor, quality of workmanship and standard of performance by the Vendor hereunder. Such right shall be exercised upon reasonable pre-notice to Vendor and may not significantly interfere with Vendor’s performance of its obligations under this Agreement.

   6. Vendor shall not permit any Container or Cargo to leave his custody or control without express written permission from SeaRates, and then only to the extent of such permission.

   7. Vendor warrants that it at all times has sufficient capacity to provide the Services ordered by SeaRates.

   8. To the extent any of the obligations are subcontracted under this agreement, the Vendor remains liable for the subcontractor’s performance and subcontractor’s fulfilment of the Vendor’s obligations under this agreement.

5. POLICIES and MOST FAVOURED TREATMENT

   1. SeaRates is a member of the DPW Group. The Vendor must observe any of SeaRates or DPW Group’s policies which may from time to time be communicated to the Vendor in writing.

   2. The Vendor shall treat SeaRates and its Customer as a priority client. If the Vendor must decide between some or all of its clients as to which clients’ Services will be performed, then SeaRates’ Services will be among those performed.

6. VENDOR’S INSURANCE

   1. Vendor shall provide evidence of, prior to the Effective Date, and maintain, at its own expense, full insurance coverage, viz Transport and Logistics Liability Insurance with a reputable insurer for all Services and its other obligations and liabilities under this Agreement. On demand, Vendor shall provide to SeaRates the policy document and most recent receipt for premium, and shall perform any obligation required of it by such insurance, and do nothing which could invalidate such insurance. Such insurance shall include, as a minimum, cover for (a) third party liabilities; (b) liabilities for loss and damage to Containers and Cargo; and (c) errors and omissions; each cover shall be on terms no less favourable to Vendor than market terms and for an amount per incident acceptable to SeaRates and otherwise meeting any statutory requirements.

   2. Vendor shall ensure that SeaRates is given immediate written notice of any cancellation, termination, suspension, revocation, or material amendment in cover of such insurance.

   3. No insurances or the limits of such insurances shall be construed in any way as a limit of Vendor’s liability.

   4. For bulk shipments and stevedoring operations, Vendor should have comprehensive insurance cover to carry out the port operations in terms of wharf and seaside and as a minimum shall include barge operations, loading / unloading of commodities and equipment operations. Further Vendor agrees that he is responsible to carry out the entire work at his own risk and absolves SeaRates from any liabilities including third party claims in terms of property damage, bodily injury, and fatal incidents. Vendor further agrees to take full responsibility in terms of customer goods damage and its compensation.

7. FREIGHT AND CHARGES

   1. SeaRates may set-off from any of the Charges (otherwise due to Vendor) any amount owed or due by Vendor including any outstanding claim amount or liability for loss or damage to Containers or Cargo.

   2. Unless otherwise agreed in Application, by default SeaRates shall pay the Charges within 30 business Days from the date of Vendor’s correct invoice. Vendor shall not be entitled to charge interest on, or set-off any amounts from, any overdue Charges without the prior notice and consent of SeaRates. If the Application contains other payment terms than in clause 7.2 of herein, the terms of the Application shall be prevailing.

   3. SeaRates may require invoicing through its iSupplier platform or self-billing system, subject to separate terms to be agreed.

   4. All payments to SeaRates shall be made to the following account, or such other account as SeaRates may nominate from time to time:

      SEARATES FZE
      JAFZA 17, 5TH Floor, Dubai, UAE, PO Box 17000
      TRN: 104017998600003
      Bank Name: HSBC Bank
      Bank address: HSBC Bank Middle East Limited, PO Box 66, U.A.E
      USD IBAN: AE210200000023186091100
      EUR IBAN: AE910200000023186091101
      AED IBAN: AE750200000023186091001
      Swift Code / BIC: BBMEAEAD
      Note: if the payer's country is not connected to the IBAN system, please, use as below:
      USD Account Number: 023-186091-100
      EUR Account Number: 023-186091-101
      AED Account Number: 023-186091-001

   5. All payments to Vendor shall be made to the account mentioned in the Vendor’s invoice, and should contain the following clear information:

      • Beneficiary Name

      • Bank Name

      • Bank Address

      • Account Number/ IBAN

      • Swift Code

      • TRN (or similar)

8. BILLING AND PAYMENT

   1. Vendor shall charge SeaRates for its Services rendered as per the agreed rates. Any bank charges connected with payment shall be borne by the Vendor (in the field 71A of the SWIFT message to be stated “BEN”). SeaRates is not liable for any failure or inability by Vendor or its bank to receive such payments.

   2. No charges are payable unless expressly stated or agreed. SeaRates is not liable for any fees charged by the Vendor for any work carried out except where the relevant services have been formally ordered in writing. SeaRates shall only make such payments to the Vendor as have been explicitly agreed in the Agreement and the Vendor is not entitled to any additional remuneration for the performance of the obligations under the Agreement unless it is specifically stated therein that the Vendor is entitled to such "additional payments".

   3. Vendor shall issue invoices to SeaRates on a monthly basis covering Services rendered and disbursements incurred during the preceding month. SeaRates shall pay within 30 business days after receipt of correct invoice. All invoices shall be properly supported by copies of Daily Receiving Reports, Container Load Reports, Official Receipts etc. from any third party to which the Vendor has paid money on behalf of SeaRates, listed as unit number specific, in accordance with this Agreement and such other evidence and documents as SeaRates may require.

   4. All compensation payable under this Agreement is exclusive of Value Added Tax (VAT), duties or taxes. Any applicable VAT or other duties and taxes shall be charged separately.

   5. If the Convention/Agreement for the avoidance of double taxation between countries of residence of SeaRates and Vendor is applicable, in order to pay the Freight and Charges and avoid double taxation, Vendor is obliged on request of SeaRates to provide him with a tax residence certificate (TRC). In case of failure to provide a TRC, Vendor agrees and acknowledges the obligation of SeaRates is obliged to withhold any taxes due in accordance with his domestic tax legislation and as well as any other fees that apply.

   6. In the event SeaRates disputes an invoice received from the Vendor, SeaRates shall notify the Vendor in writing and return the disputed invoice for correction. If the erroneous invoice was attributable to an error by the Vendor, the 30 business days’ payment deadline is to commence upon SeaRates’ receipt of new corrected invoice.

   7. In the event SeaRates fails to pay within the above 30 days, the Vendor shall contact SeaRates in writing and advise SeaRates of the failure. SeaRates in turn will arrange payment of the outstanding within 15 working days unless disputed in writing to the Vendor.

   8. Except as herein provided, no payment of any kind shall be payable from SeaRates, any of SeaRates’ customers or their contractors or sub-contractors.

   9. In the event of termination of this Agreement, such termination, irrespective of the reason and the Party serving notice thereof, shall be deemed to automatically suspend the obligation of SeaRates to make any payment to Vendor, until all outstanding accounts and disputes have been settled in full, at which time the Parties shall, as soon as practicable effect a complete settlement.

9. CONTRACTUAL STATUS AND LIABILITY

   1. It is agreed that SeaRates is as well a booking platform and arranges Services with Vendor on behalf of its Customers. The Vendor is directly liable to the Customer for performance of the Services in accordance with SeaRates’ instructions and this agreement. The Vendor shall also observe the Customer’s instructions for the Services. The rights of SeaRates as set out in this Agreement shall also be enforceable by the Customer.

   2. Vendor shall be responsible to SeaRates for any losses caused by or arising out of the loss, damage, theft or delay to any Container or Cargo during the period that any such Container or Cargo are in the actual or, by operation of applicable law, constructive possession, custody or control of the Vendor. Vendor’s possession, custody or control shall include the period between the time of acceptance of the Container or Cargo by the Vendor until the time of the delivery of the Container or Cargo in accordance with SeaRates’ written instructions, as evidenced by written receipt thereof by SeaRates or other person authorised by SeaRates.
      «Delay» is understood as the failure by Vendor of the agreed/reasonable terms for issuing and/or handing over shipping documents (bills of lading, telex releases, etc.) for releasing cargoes (containers) to SeaRates (or its customers, agents or other subcontractors), including ignoring or failing to comply within a reasonable time with the requirements and/or reminders from SeaRates, which causes the occurrence of demurrage and detention and brining appropriate claims on their payment from shipping lines (their agents or other subcontractors) to SeaRates provided that the Freight and Charges was paid in time by SeaRates.

   3. Since SeaRates is not the owner, but only the legal operator of Cargo, SeaRates shall not make any warranty or representation, either expressly or implied, as to the fitness, weight or condition of any Cargo or Container or the contents thereof and Vendor accepts said Cargo or Containers and the contents thereof entirely at his own risk.

   4. Vendor shall be responsible to SeaRates for any losses caused by or arising out of any breach of any obligation under this Agreement by the Vendor, its employees, agents or sub-contractors.

   5. Vendor shall use best efforts to mitigate the loss in connection with the Services.

   6. Vendor shall assume liability for, defend, indemnify and hold harmless SeaRates and its customer from any liability incurred as a consequence of any action under this Agreement by Vendor, its employees, agents or sub-contractors or employees of such agents or sub-contractors and it shall provide SeaRates with whatever evidence required in order to bring any claim against Vendor and/or to assess their possible exposure for any liabilities.

   7. Vendor is liable to reimburse to SeaRates or its Customer the full replacement value of any Cargo or Container which are lost or damaged whilst in its custody or control.

   8. Vendor or if applicable any of its sub-contractors, has no ownership in any Containers or Cargo and shall not exercise (and shall if applicable ensure that none of its subcontractor’s exercise) any lien, encumbrance or charge over any Containers or Cargo.

   9. Vendor or if applicable any of its sub-contractors, has no right to whatsoever withhold, retain, sell or otherwise dispose of SeaRates’ Containers or Cargo or documents without prior written consent. In particular Vendor cannot withhold any documents for non-payment of Freight and Charges. Cargo and Containers shall be promptly released by the Vendor upon SeaRates' written and clear instruction. At the same time, Vendor has no right to release Containers or Cargo to the Consignee, Merchant or anyone else without written and clear SeaRates' approval. In case of breach of this point, the services of Vendor are considered void and not-provided and SeaRates is not responsible to pay Vendor's invoices for the services or shall not anyhow be liable for any financial obligations before Vendor.

   10. SeaRates is not liable for any detention, demurrage or other costs associated with transshipment of Cargo or Containers if such costs were included in the cost of the freight or other Charges to Vendor by booking in advance and this procedures and charges shall be made and paid by Vendor.

   11. If shipping lines, other sea carriers incl. NVOCC, stevedoring and terminal companies, port administrations and/or local authorities, other service providers will add to Base Freight Rates (BAS), storage rates, other services etc. any surcharges, fees and charges, and penalties to any other fees and surcharges, after above-mentioned BAS, other fee and charges, and penalties have been quoted and agreed to SeaRates, Vendor is obliged to notify as soon as possible SeaRates of this, but no later within 3 working days after appropriate the service provider invoice date issued, with the provision of supporting documents. Otherwise SeaRates is not responsible for paying such fees and surcharges and Vendor assumes full responsibility for their payment.

   12. Vendor shall promptly provide full assistance and documentation to SeaRates in connection with any claim against Vendor by a Customer.

   13. Without to prejudice the above, Parties’ liability is subject to standard terms of appropriate BL that is applicable and the FIATA Rules.

   14. In case of abandonment / non-claim of the cargo by Holder (Merchant) that caused demurrage, storage expenses and other any additional costs, charges and fines actually incurred by Vendor to favour of the shipping line or other carriers, customs, port administration and any other engaged third party incl. state authorities, and made in accordance with the shipping line and local rules and any other relevant international convention that are applied, Vendor will bring such claims and/or suits exclusively against appropriate Holder (Merchant) of abandonment / non-claim cargoes, and undertakes to keep SeaRates safe from any liability for such expenses, risks and penalties.

10. CLAIMS AND TIME LIMIT

    1. Vendor shall immediately notify SeaRates and the Customer in writing of any loss of, damage to, theft of or delay to Cargo or Containers or documents which occurs at any time, and shall fully and promptly assist SeaRates in the handling and settlement of any claim.

    2. Save where any mandatory law applies, any claim or action for indemnity by SeaRates or a Customer against Vendor shall, unless an extension of time is first obtained or legal steps have been taken to protect time, be subject to a time bar of 6 months counting from the date of final judgment in a claim or action brought by a customer of SeaRates or any other person against SeaRates, or from the date that SeaRates has settled any such claim or action, whichever later. This provision is without prejudice to claims by SeaRates for loss suffered by SeaRates.

11. FORCE MAJEURE

    1. Neither Party is liable to the extent that it is unable to perform any of its obligations by war, terrorism, flood, fire, storm, strike, embargo, or other cause beyond the reasonable control of such Party, such as force majeure circumstances (Force Majeure) specified in ICC Force-majeure clause 2003 (par. 3) and ICC hardship clause 2003 (par.2) of ICC Publication No.650, also including changes in legislation, any restrictions, orders, prohibitions, other actions of public authorities or management and their structural units that are prohibitive in nature; as well as other unforeseen circumstances beyond the control of the Parties, which cannot be overcome by reasonable methods, which directly affected the possibility of implementation of this agreement. This does not affect the liability of either Party to pay any amounts due under this Agreement unless such payment is unavailable because of Force-majeure self.

    2. The Party affected by Force Majeure shall notify the other Party without undue delay and latest within 2 working Days following the commencement of the Force Majeure event setting out the nature and extent of the Force Majeure, and shall similarly notify the other Party within 2 working Days following the end of the Force Majeure event.

    3. The affected Party is not required to perform any of its obligations which are prevented or seriously delayed by the event of Force Majeure for as long as such event continue and unable the affected Party, using all reasonable efforts, to recommence its affected performance.

12. THIRD PARTY LIABILITIES

    Each party (the “Indemnifying party”) shall be responsible for and indemnify the other party (the “Indemnified party”) from and against any claim by any third party caused by or arising out of or in connection with the Services and/or involving the indemnified party’s liability for death or personal injury or property damage which the Indemnified party incurs or suffers as a result of the negligence, default or breach of statutory duty or this Agreement by the Indemnifying party.

13. IT PROVISIONS

    1. The parties shall co-operate with each other as to integration of their systems and the use of EDI (electronic data interchange). Each party shall bear its own costs of any such integration.

    2. If either Party transfers, or causes the transfer of, data to any of the other’s systems from time to time, it shall be responsible for the quality and timeliness of such data and its transfer.

14. DOCUMENTATION

    1. All documents must be in a form agreed by both Parties. Vendor shall not issue any documents on behalf of, as agent for or otherwise naming SeaRates or Customer without express written permission from SeaRates.

    2. Vendor shall maintain true and complete records and systems in accordance with good business practices and prepare documents, papers and reports in respect of the Services provided hereunder, including as may be reasonably required by SeaRates or Customers or by any competent authority or body.

    3. SeaRates and/or its Customer may conduct an audit of Vendor’s or his subcontractor(s) records, books, documents, systems and/or accounts at any time during the course of this Agreement, during business hours only. Vendor shall comply in full with any such audit and render all reasonable assistance to SeaRates and/or its customer. Each Party shall bear its own costs of any such audit. Vendor shall not, however, be required to give access to any data, information or record in regard to the activity of any of its other clients.

15. CONFIDENTIALITY

    1. SeaRates shall give Vendor and Customer such information as is required to properly perform the Services and otherwise as may be reasonably required for the efficient planning and conduct of the Services.

    2. The Parties agree that all documents, records, correspondence, information and transactions in any form, concerning the operation or business of either Party (including the contents of this Agreement and, in the case of SeaRates, including the documents, records, correspondence, information and transactions of or concerning SeaRates’ customers or their business) shall be kept strictly confidential. In no circumstances shall any such confidential information be disclosed to any third party, or used for any purpose other than performance of this Agreement, unless:

       • such matter is at that time in the public domain or;

       • a Party is compelled by any governmental or judicial authority or;

       • compelled by applicable law or regulation;

       • required for the performance of this Agreement.

       Where either party discloses information to a third party for the performance of the Agreement, it shall only disclose information to the extent so required, and ensure that the third party is bound to maintain confidentiality in terms no less than provided for in this Clause.

    3. Neither Party shall make any public announcement concerning this Agreement without the prior written consent of the other Party.

16. MODIFICATIONS AND WAIVERS

    Any additions or modifications to this Agreement shall be made in writing and signed by both Parties. Failure by a Party at any time to insist upon strict performance by the other Party of any provision of this Agreement shall not constitute a waiver of any right of such Party to insist upon strict performance at all times.

17. SEVERABILITY

    Should any provision of this Agreement be held invalid or unenforceable, the remainder of this Agreement shall not be affected.

18. PREVAILING TERMS

    In the event of conflict between these general terms and any Application or Appendix, these general terms shall prevail unless otherwise expressly and unequivocally excluded appropriated Application or Appendix.

19. GROUP PROVISIONS

    1. Neither Party may sub-contract or assign or otherwise transfer its rights, title, interest or obligations under this Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed), except that SeaRates may assign this Agreement to any company or other entity within the DPW Group by giving public notice or in other way informing the Vendor.

    2. Vendor shall upon request of any company in the DPW Group provide the Services to such company on the same terms and rates as those contained in this Agreement.

20. NO PARTNERSHIP

    1. Nothing in this Agreement shall be construed as creating a corporation, partnership or joint venture between the Parties, and neither Party shall so represent or hold out to any third party.

    2. Vendor is not agent for SeaRates in the meaning of representation, office, agency, mission, residence, etc., and has no authority whatsoever to incur any liabilities, make contractual commitments or otherwise bind or commit SeaRates, its Customer or the owner of any Container, or Cargo in respect of any matter whatsoever. Vendor may not use or refer to any SeaRates Marks or any marks or names of any SeaRates Customer in any way.

    3. Vendor shall under no circumstances appear in court, arbitration or mediation on behalf of SeaRates or accept service of summons, writs or any other notice of legal proceedings (“proceedings”) on behalf of SeaRates, but must instead immediately inform SeaRates, should Vendor receive any such proceedings.

21. ENTIRE AGREEMENT

    This Agreement contains the entire understanding between the Parties and supersedes and replaces any written or verbal prior agreement, representation, understanding, quotation or response to tender, or any standard terms or conditions of the Vendor, including any terms or conditions printed on the documents of the Vendor. The Parties agree that neither Party has entered into this Agreement in reliance upon any representation, warranty or statement made by the other Party which is not set out or referred to in this Agreement.

22. NOTICES

    Any notices to be served to either Party under this Agreement shall be made in writing (including by email, messenger or fax), and addressed to the relevant contact persons and addresses identified below:

    1. If to Vendor: any Address, Person, Email, Phone number (available on WhatsApp and other messengers) mentioned or evident in the email correspondence between parties.

    2. If to SeaRates: SEARATES FZE
       Address: 5th Floor JAFZA 17, Jebel Ali Free Zone, Dubai, UAE 17000
       Attention: Mr. Alexei Shatunov, Email: [email protected]

23. GOVERNING LAW AND DISPUTE RESOLUTION

    1. Without prejudice to the provisions of paragraph 1.5 therein this Agreement shall be governed by English law, excluding its choice of law provisions.

    2. The Parties shall use all reasonable efforts to resolve any disputes amicably.

    3. The Party that receives claim shall respond on the point within one month from the moment of claim’s receipt.

    4. In case no settlement can be reached through the exchange of claims and negotiations, the case shall be settled by arbitration in London in accordance with the London Maritime Arbitrators Association (LMAA) Terms then in force in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause and by one arbitrator appointed in accordance with the said Rules.

    5. The timelines in clauses 23.3 and 23.4 do not apply to claims for loss, damage or delay in respect of Cargoes, which are subject to the timelines and notification requirement set out in appropriate international Conventions and Rules, etc.

    6. Language of the arbitration proceedings shall be English.

    7. The seat of the arbitration shall be London, England, even where the hearing takes place outside England.

    8. In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

    9. In cases where the claim or any counterclaim exceeds the sum agreed for the LMAA Small Claims Procedure and neither the claim nor the counterclaim exceeds the sum of US$400,000 (or such other sum as the parties may agree) the parties may further agree that the arbitration shall be conducted in accordance with the LMAA Intermediate Claims Procedure current at the time when the arbitration proceedings and commenced.

    10. Notwithstanding the above provisions, SeaRates reserves the right to bring a claim against the Vendor in any court of the place where the Vendor has its registered office or place of business.

    11. Cases concerning the recovery of pending by the Vendor amounts of Freight and Fees in favour of SeaRates, at SeaRates' discretion may be referred for arbitration, consideration, final decision and recovery with the participation of the Freight Recovery & Arbitration Chamber (FR&AC), located at Corso di Porta Vittoria n. 28, 20122 Milan, Italy.

24. COMPLIANCE WITH LAWS, RULES AND LEGAL REGULATIONS

    1. COMBATING SLAVERY AND HUMAN TRAFFICKING
       The Parties will comply with all applicable laws, rules and legal regulations prohibiting slavery and human trafficking in its own business as well as in its supply chain.
    2. COMPLIANCE WITH ANTITRUST LAWS
       The Parties will strictly comply with all applicable antitrust laws, trade practice laws and any other competition laws, rules and regulations dealing for example with monopolies, unfair competition and restraints of trade, and relationships with competitors and customers. The Parties will not enter into agreements with competitors or engage in other acts that may unfairly impact competition, including, but not limited to, price fixing or market allocations.
    3. COMBATING CORRUPTION
       SeaRates does not tolerate any form of corruption. Thus, the Parties will comply with applicable laws and regulations concerning bribery and anti-corruption, including those concerning foreign corrupt practices. The Parties will neither engage in nor tolerate any form of corruption, bribery, theft, embezzlement, or extortion or the use of illegal payments, including without limitation, any payment or other benefit conferred on any individual, company or government official, for the purpose of influencing the decision-making process in violation of applicable laws. Specifically, the Parties must not offer illegal benefits or illegal favors such as bribe payments, kick-backs, or other illegal benefits including inappropriate gifts and undue hospitality towards other party`s employees for the exchange of business opportunities.
       This policy applies to all forms of bribery, whether to or from public or private people or entities. Anyone affiliated with the Parties must strictly follow all applicable laws, including any applicable anti-corruption laws. These may include the U.S. Foreign Corrupt Practices Act and/or the U.K. Bribery Act.
    4. PREVENTION OF MONEY LAUNDERING
       The Parties shall perform their duties in strict compliance with all applicable laws, rules, regulations, decrees and/or official government orders and not to participate in any money laundering activity and shall not in any way cause other party to breach or risk breaching any applicable law, rule, regulation, decree and/or official government order, including in relation to anti-bribery, export control, international sanctions (including but not limited to those of the European Union, any EU member state, the United States of America or the United Nations, Switzerland, UK, UAE and countries of Greater Caspian Region) and anti-money laundering laws and regulations.

DP WORLD – STANDARD TRADING CONDITIONS FOR FREIGHT FORWARDING AND LOGISTICS SERVICES

PART I:         GENERAL CONDITIONS

Definitions

1. In these conditions

   1. Authority. A duly constituted legal or administrative person, acting within its legal powers and exercising jurisdiction within any nation, state, municipality, port or airport.
   2. Carriage means the whole or any part of the operations and services of whatsoever nature undertaken by the Company in relation to the Goods, including but not limited to the carriage, loading, unloading, storage, warehousing and handling of the goods.
   3. Company is the company contracting under these Conditions.
   4. Container includes, unless otherwise indicated, any vehicle, container, flat, pallet, trailer, transportable tank and similar items used for the Consolidation of goods as well as mobile plant and timber packages.
   5. Customer means any person, whether themselves an agent or a principal, at whose request or on whose behalf the Company provides a service.
   6. Dangerous Goods includes goods that are or may become of a dangerous, inflammable, radio-active or damaging nature, goods liable to taint or affect other goods and goods likely to harbour or encourage vermin or other pests.
   7. Goods includes the cargo and any container not supplied by or on behalf of the Company, in respect of which the Company provides a service;
   8. Hague Rules means the provisions of the International Convention for the Unification of certain rules Relating to Bills of Lading signed at Brussels on 25th August 1924;
   9. Instructions means a statement of the Customers specific requirements;
   10. Owner includes the owner, shipper and consignee of the Goods and any other Person who has or may have a legal or equitable relationship to the Goods at a relevant point of time and anyone acting on their behalf.
   11. Person includes persons or any body or bodies corporate.
   12. SDR means Special Drawing Right. The SDR shall be as defined by the International Monetary Fund and the value of a SDR in relation to any claim arising hereunder shall be calculated as at the date when settlement is agreed or the date of any judgment

   Heading of clauses or groups of clauses in these conditions are for indicative purposes only.

   The Customer’s attention is drawn to the Clauses hereof that exclude or limit the Company’s liability and those that require the Customer to indemnify the Company in certain circumstances.

Application

2. 1. Subject to sub-clause (B) below, all services and activities of the Company in the course of business of the Company whether gratuitous or not are subject to these Conditions.

      
      
      1. The provisions of Part I shall apply to all such services and activities.
      2. The provisions of Part II shall only apply to the extent that the Company provides such services and activities as agents.
      3. The provisions of Part III shall only apply to the extent that the Company provides such services and activities as principals.
   2. The following provisions shall be paramount in so far as such provisions are inconsistent with these Conditions:
   3. the provisions embodied in a document bearing a title of or including "bill of lading" or "waybill" (whether or not negotiable) where such document is issued by or on behalf of the Company and provides that the Company contracts as a carrier.
   4. The provisions of Part IV of these Conditions, to the extent that the Company provides the services of cleaning, maintenance, repair or storage of Containers and ancillary services connected therewith.
   5. Every variation, cancellation or waiver of these Conditions must be in writing signed by a director of the Company. Notice is hereby given that no other person has or will be given any authority whatsoever to agree to any variation, cancellation or waiver of these Conditions.

3. All services and activities are provided by the Company as agents except in the following circumstances where the Company acts as principal:

   
   
   1. where the company performs any carriage, handling or storage of Goods but only to the extent that the carriage is performed by the Company itself or its servants and the Goods are in the actual custody and control of the Company, or
   2. where prior to the commencement of any carriage, handling or storage of Goods the Customer in writing demands from the Company particulars of the identity, services or charges of persons instructed by the Company to perform part or all of the carriage, the Company shall be deemed to be contracting as a principal in respect of that part of the carriage in respect of which the Company fails to give such particular demanded within 28 days of the Company's receipt of such demand, or
   3. to the extent that the Company expressly agrees in writing to act as a principal, or
   4. to the extent that the Company is held by a court of law to have acted as a principal.

4. Without prejudice to the generality of clause 3,

   
   
   1. the charging by the Company of a fixed price for a service or services of whatsoever nature shall not in itself determine or be evidence that the Company is acting as an agent or a principal in respect of such service or services;
   2. the supplying by the Company of their own or leased equipment shall not in itself determine or be evidence that the Company is acting as an agent or a principal in respect of any carriage, handling or storage of Goods;
   3. the Company acts as an agent where the Company procures a bill of lading or other document evidencing a contract of carriage between a person, other than the Company, and the Customer or Owner;
   4. the Company acts as an agent and never as a principal when providing services in respect of or relating to customs requirements, taxes, licenses, consular documents, certificates of origin, inspection, certificates and other similar services;
   5. Quotations are given on the basis that immediate acceptance and are subject to the right of withdrawal or revision. If any changes occur in the rates of freight, insurance premiums or other charges applicable to the goods, quotations and charges shall be subject to revision accordingly with or without notice.

Obligations of Customer

5. The Customer warrants that he is either the Owner or the authorised agent of the Owner of the Goods and that he is authorised to accept and is accepting these Conditions not only for himself but also as agent for and on behalf of the Owner of the Goods.
6. The Customer warrants that he has reasonable knowledge of matters affecting the conduct of his business, including but not limited to the terms of sale and purchase of the Goods and all other matters relating thereto.
7. The Customer shall give sufficient and executable Instructions.
8. The Customer warrants that the description and particulars of the Goods are complete and accurate.
9. The Customer warrants that the Goods are properly packed, marked, labelled and stowed in a manner appropriate to any operations or transactions affecting the Goods and the characteristics of the Goods except where the Company has accepted instructions in respect of such services.

Special Instructions, Goods and services

10. 1. Unless otherwise previously agreed in writing, the Customer shall not deliver to the Company or cause the Company to deal with or handle Dangerous Goods.
    2. If the Customer is in breach of sub-clause (A) above he shall be liable for all loss or damage whatsoever caused by or to or in connection with the Goods howsoever arising. The Customer shall defend, indemnify and hold harmless the Company against all penalties, claims, damages, costs and expenses whatsoever arising in connection therewith and the goods may without notice be destroyed or otherwise dealt with at the sole discretion of the Company or any other person in whose custody they may be at the relevant time.
    3. If the Company agrees to accept Dangerous Goods and then, in the opinion of the Company or any other person, they constitute a risk to other goods, property, life or health they may without notice be destroyed or otherwise dealt with at the expense of the Customer or Owner.
11. 1. The Customer undertakes not to tender for transportation any Goods that require temperature control without previously giving written notice of their nature and particular temperature range to be maintained.

    2. In the case of a temperature controlled Container stuffed by or on behalf of the Customer by a third party, the Customer further undertakes that;

       
       
       1. the Container has been properly pre-cooled or preheated as appropriate, and
       2. the Goods have been properly stuffed in the container, and
       3. its thermostatic controls have been properly set by the Customer or the third party.

       If the above requirements are not complied with the Company shall not be liable for any loss of or damage to the Goods caused by such non-compliance.

12. 1. No insurance will be effected except upon express instructions given in writing by the Customer. All insurance effected by the Company is subject to the usual exceptions and conditions of the policies of the insurance Company or underwriters taking the risk.
    2. The Company is an agent of the Customer in respect of effecting insurance.
    3. Unless otherwise agreed in writing, the Company shall not be under any obligation to effect a separate insurance on each consignment but may declare it on any open or general policy.
    4. Should the insurers dispute their liability for any reason the insured shall have recourse against the insurers only. The Company shall not have any responsibility or liability whatsoever in relation to the insurance notwithstanding that the premium upon the policy may not be at the same rate as that charged by the Company or paid to the Company by its customers.
13. The Company shall not be obliged to make any declaration for the purposes of any statute, convention or contract as to the nature or value of any Goods, or as to any special interest in delivery unless express written instructions to that effect have been received and accepted by the Company.
14. 1. Unless otherwise previously agreed in writing or otherwise provided for under the provisions of a document signed by the Company, instructions relating to the delivery or release of Goods against payment or against surrender of a particular document shall be in writing.
    2. The Company's liability resulting from such instructions relating to the delivery or release of the goods other than in writing shall not exceed that provided for in respect of mis-delivery of Goods.
15. Unless otherwise previously agreed in writing that the Goods shall depart or arrive by a particular date, the Company accepts no responsibility for departure or arrival dates of Goods, whether or not any such delay is caused by the negligence of the Company and/or its servants or agents.

General Indemnities

16. 1. The Customer and Owner shall defend, indemnify and hold harmless the Company against all liability, loss, damage, costs and expenses arising:

       1. from the nature of the goods unless caused by the Company's negligence,
       2. out of the Company acting in accordance with the Customer's or Owner's instructions, or
       3. from a breach of warranty or obligation by the Customer or arising from the negligence of the Customer or Owner.
    2. Except to the extent caused by the Company's negligence, the Customer and Owner shall be liable for and shall defend, indemnify and hold harmless the Company in respect of all duties, taxes, imposts, levies, deposits and outlays of whatsoever nature levied by an Authority in respect of the Goods, Dangerous Goods and/or Container and for all liabilities, payments, fines, costs, expenses, loss and damage whatsoever incurred or sustained by the Company in connection therewith.
    3. Advice and information in whatever form it may be given is provided by the Company for the Customer and/or Owner only and the Customer and/or Owner shall defend, indemnify and hold harmless the Company for all liability, loss, damage, costs and expenses arising out of any other person relying on such advice or information. The Customer shall not pass such advice or information to any third party without the Company’s written agreement and the Customer and/or Owner shall indemnify the Company against any loss suffered because of a breach of this condition.
    4. 1. The Customer undertakes that no claim be made against any servant, sub-contractor or agent of the Company which imposes or attempts to impose upon any of them any liability whatsoever in connection with the Goods, if any such claim should nevertheless be made, to indemnify and hold harmless the Company against all consequences thereof.
       2. Without prejudice to the foregoing, every such servant sub-contractor or agent shall have the benefit of all provisions herein, as if such provisions were expressly for their benefit. In entering into this contract the Company, to the extent of those provisions, does so not only on his behalf but as agent and trustee for such servants, sub-contractors and agents.
       3. The Customer shall defend, indemnify and hold harmless the Company from and against all claims, costs and demands whatsoever and by whomsoever made or preferred in excess of the liability of the Company under the terms of these Conditions and without prejudice to the generality of this clause this indemnity shall cover all claims, costs and demands arising from or in connection with the negligence of the Company, its servants, sub-contractors and agents.
       4. In this clause, "sub-contractors" includes direct and indirect sub-contractors and their respective servants and agents.
    5. The Customer shall be liable for the loss, damage, contamination, soiling, detention or demurrage before, during and after the Carriage of property (including, but not limited to, Containers) of the Company or any person or vessel referred to in (D) above caused by the Customer or Owner or any person acting on behalf of either of them or for which the Customer is otherwise responsible.

Charges, etc.

17. 1. The Customer shall pay to the Company in cash or as agreed all sums immediately when due without reduction or deferment on account of any claim, counterclaim or set-off.
    2. When the Company is instructed to collect freight, duties, charges or other expenses from any person other than the Customer, the Customer shall be responsible for the same on receipt of evidence of demand and non-payment by such other person when due.
    3. On all charges overdue to the Company, the Company shall be entitled to interest due on any outstanding sum at the rate advised by the Company, or if no such rate is advised, at the annual rate of 3 (three) per cent above the minimum lending rate set by the national or central bank, as applicable, of the country or territory of the relevant currency for any period after each amount had become overdue, plus reasonable attorney fees and expenses incurred in collecting any sums due.
    4. If the terms of the contract oblige the Customer to make an advance payment in a certain amount to pay for the freight and/or other related services before the start of the provision of services, but the Customer has not made such payment, the Company has the right not to start performing its duties. And if the Company, despite the absence of an advance payment, has already begun to fulfil its obligations, the Company has the right to suspend the performance of its obligations, including the right not to release Goods, as well as documents for Goods, in favour of the Customer or the Owner, or any other person, until the Customer will pay in full for the services provided to him, unless otherwise specified in the Booking Note, (Application / Purchase Order, etc). Any claims from third parties and losses associated with and arising from the violation by the Customer of the terms and amount of the advance payment shall be borne by the Customer.
    5. In case of unreasonable refusal of the Customer to agree and pay for services, including additional costs, the Company may refuse to fulfil the Customer's orders and entrustment at any stage or delay the fulfilment of its obligations to the Customer until the payments will be final solution.
    6. The Customer compensates all charges, actually borne by the Company at execution of his instruction and entrustment. This condition also applies in case of cancellation of the Booking Note, (Application / Purchase Order, etc), non-giving of Goods or downtime of vehicles, including fines imposed by third parties involved in the transportation process (fine for cancellation of booking, etc.), and the Customer pays the appropriate fee for already provided services, as well as at the discretion and request of the Company Customer pays a fine of 5 to 10% of the of the agreed cost of transportation.
    7. In case of abandonment / non-claim of Goods by the Customer, as well as by the consignee which will be indicated by Customer in Booking note / Application / Purchase Order etc. and/or in appropriate shipping document (B/L, Sea Waybill, etc.) as consignee in the port or terminal of arrival/destination, the Customer will unconditionally compensate and reimburse the Company for all additional costs, charges and fines actually incurred by the Company to favour of the shipping line or other carrier, customs, port administration and any other engaged third party and state authorities, including in the case of brining by the shipping line, as well as other above-mentioned engaged parties and state authorities, any claims and suits against to the Company for compensation of all costs, charges and fines associated with the storage, seizure, sale off and/or any other disposal of abandoned / unclaimed Goods, and made in accordance with local rules and any other relevant international convention that are applied.
       Wherein in case of breach above provision, the Customer undertakes hold harmless the Company and to indemnify the Company any harm and damage, and assume solely all and any liability, possible fines and compensation for expenses and damages that may be sued to the Company from any state authorities and other authorized bodies for violating the rules and legislation in the field of delivery, transhipping, storage, utilization and customs procedures under transportation of Goods.

Liberties and Rights of Company

18. The Company shall be entitled, except insofar as has been otherwise agreed in writing, to enter into contracts, on any terms whatsoever, on behalf of itself or the Customer and without notice to the Customer

    
    
    1. for the carriage of Goods by any route, means or person,
    2. for the carriage of Goods of any description whether containerised or not on or under the deck of any vessel,
    3. for the storage, packing, transhipment, loading, unloading or handling of Goods by any person at any place whether on shore or afloat and for any length of time,
    4. for the carriage or storage of Goods in containers or with other goods of whatever nature,
    5. for the performance of its own obligations, and to do such acts as in the opinion of the Company may be necessary or incidental to the performance of the Company's obligations.
19. 1. The Company shall be entitled but under no obligation, to depart from the Customer's instructions in any respect if in the opinion of the Company there is good reason to do so in the Customer's interest and it shall not thereby incur any additional liability.
    2. The Company may at any time comply with the orders or recommendations given by any Authority. The responsibility of the Company in respect of the Goods shall cease on the delivery or other disposition of the Goods in accordance with such orders or recommendations.

20. If at any time the performance of the Company's obligations, in the opinion of the Company or any person whose services the Company makes use of, is or is likely to be affected by any:

    1. hindrance
    2. risk
    3. delay
    4. difficulty, or
    5. disadvantage whatsoever

    and which cannot be avoided by reasonable endeavours by the Company or such other person, the Company may, on giving notice in writing to the Customer or Owner or without notice where it is not reasonably possible to give such notice, treat the performance of its obligations as terminated and place the Goods or any part of them at the Customer or Owner's disposal at any place which the Company may deem safe and convenient, whereupon the responsibility of the Company in respect of the Goods shall cease. The Customer shall be responsible for any additional costs of carriage to, and delivery and storage at, such place and all other expenses incurred by the Company.

21. If the Customer or Owner does not take delivery of the Goods or any part thereof at the time and place when and where the Company, or any person whose services the Company makes use of, is entitled to call upon the Customer or Owner to take delivery thereof, the Company or such other person shall be entitled, without further notice, to store the Goods or any part of the Goods in the open or under cover at the sole risk and expense of the Customer. Such storage shall constitute delivery of the Goods and the liability of the Company shall wholly cease.

22. Notwithstanding clauses 20 and 21, the Company shall be entitled, but under no obligation, at the expense of the Customer payable on demand and without any liability to the Customer and Owner, to sell or dispose of

    
    
    1. on giving 21 days notice in writing to the Customer all Goods which in the opinion of the Company cannot be delivered as instructed, and
    2. without notice Goods which have perished, deteriorated or altered, or are liable to do so, in a manner which has caused or may be reasonably expected to cause loss or damage to any person or property or to contravene applicable regulations or requirements.
23. 1. The Company shall have a particular and general lien on all Goods and/or documents relating to Goods in its possession for all sums of whatsoever kind and nature due at any time from the Customer or Owner and on giving 28 days notice in writing to the Customer, shall be entitled to sell or dispose of such Goods and/or documents at the expense of the Customer and without any liability to the Customer and Owner and apply the proceeds in or towards the payment of such sums. Upon accounting to the Customer for any balance remaining after payment of any sum due to the Company and the costs of sale or disposal the company shall be discharged of any liability whatsoever in respect of the Goods and/or documents. If on the sale of the Goods the proceeds fail to realise the amount due, the Company shall be entitled to recover the difference from any of the parties included in the terms Customer or Owner.
    2. In any event any lien shall:
       1. survive the delivery of the goods, and
       2. extend to cover the cost of recovering any sums due and for that purpose the Company shall have the right to sell the Goods and documents by public auction or private treaty, without notice to the Customer or Owner and at the Customer’s or Owner’s expense and without any liability towards the Customer or Owner.

24. The Company shall be entitled to retain and be paid all brokerages, commissions, allowances and other remunerations customarily retained by or paid to freight forwarders.

25. The Company shall have the right to enforce against the Owner and the Customer jointly and severally any liability of the Customer under these Conditions or to recover from them any sums to be paid by the Customer, which upon demand have not been paid.

Containers

26. 1. If a Container has been packed or stuffed by or on behalf of the Customer, the Company shall not be liable for loss of or damage to the Goods if:

       
       
       1. caused by the manner in which the Container has been packed or stuffed
       2. caused by the unsuitability of the contents for carriage in the Container actually used, unless the Company has approved the suitability.
       3. caused by the unsuitability or defective condition of the Container actually used provided that where the Container has been supplied by or on behalf of the Company this paragraph (iii) shall only apply if the unsuitability or defective condition:
          

          (a) was not caused by negligence on the part of the Company, or

          (b) would have been apparent upon reasonable inspection by the Customer or Owner or person acting on behalf of either of them at or prior to the time when the Container was packed or stuffed.

       4. the Container is not sealed at the commencement of the Carriage except where the Company has agreed to seal the Container.
    2. The Customer shall defend, indemnify and hold harmless the Company against any claim, liability, loss, damage, costs and expenses arising from one or more of the matters covered in (A) above.
    3. Where the Company is instructed to provide a Container, in the absence of a written request to the contrary accepted by the Company, the Company is not obliged to provide a Container of any particular type or quality.

General Liability

27. 1. Except insofar as otherwise provided by these Conditions, the Company shall not be liable for any loss or damage whatsoever arising from:

       1. the act or omission of the Customer or Owner or any person acting on their behalf,
       2. compliance with the instructions given to the Company by the Customer, Owner or any other person entitled to given them,
       3. insufficiency of the packing or labelling of the Goods except where such service has been provided by the Company,
       4. handling, loading, stowage or unloading of the Goods by the Customer or Owner or any person acting on their behalf,
       5. inherent vice of the Goods,
       6. riots, civil commotions, strikes, lockouts, stoppage or restraint of labour from whatsoever cause,
       7. fire, flood or storm, or
       8. any cause which the Company could not avoid and the consequences whereof it could not prevent by the exercise of reasonable diligence.
    2. Where under sub-clause (A) above the Company is not under any liability for loss or damage caused by one or more of the causes, events or occurrence above, the Company shall only be liable to the extent that the causes, events or occurrences for which he is liable under these Conditions have contributed to the loss or damage. The burden of proof that the loss or damage was due to one or more of the causes, events or occurrences specified in sub-clause (A) above shall rest upon the company, save that when the Company establishes that in the circumstances of the case, the loss or damage could be attributed to one or more of the causes, events or occurrences specified in (iii) to (vi) of sub-clause (A), it shall be presumed that it was so caused. The Customer shall, however, be entitled to prove that the loss or damage was not in fact caused wholly or partly by one of the causes, events or occurrences listed under sub-clause
    3. The Company shall not be liable for loss or damage to property other than the Goods themselves howsoever caused
    4. Subject to clause 15, the Company shall not be liable for economic loss in any form, such as indirect or consequential loss or damage, loss of profit, delay, deviation, howsoever caused.

Amount of Compensation

28. Except in so far as otherwise provided by these Conditions, the liability of the Company, howsoever arising, and notwithstanding that the cause of loss or damage be unexplained shall not exceed the following:

    
    

    1. In relation to claims for loss of or damage to the Goods the Company's liability howsoever arising and, notwithstanding that the cause of the loss or damage be unexplained, shall not exceed the lower of:

       
       
       1. the value of the relevant Goods;
       2. the reasonable cost of repair in the case of damage; or
       3. 2 SDR per kg of the relevant Goods, provided always that the Company's liability under this clause shall not exceed a maximum of 75,000 SDR per event or events arising from a common cause.
    2. In relation to claims for delivery of the Goods to an incorrect Person or destination, the Company's liability howsoever arising shall not exceed the cost of carriage of the Goods to the correct destination by the originally contemplated mode of carriage.
    3. In relation to all other claims arising out of or in relation to the Carriage or the Goods, the Company's liability howsoever arising shall not exceed the lower of:
       
       1. the amount of the Company’s Charges in respect of the Carriage in relation to which the claim arose; and
       2. 75,000 SDR in aggregate per event or events arising from a common cause.
    4. If, notwithstanding clause 21, the Company is nevertheless found liable for delay, its liability shall in no circumstances exceed the amount of the Company’s Charges in respect of the relevant Carriage.
29. 1. Compensation shall be calculated by reference to the Ex-works invoice value of the Goods plus Carriage charges and insurance if paid.
    2. If there be no invoice value for the Goods, the compensation shall be calculated by reference to the value of such Goods at the place and time when they are delivered to the Customer or Owner or should have been so delivered. The value of the Goods shall be fixed according to the current market price, or, if there be no commodity exchange price or current market price, by reference to the normal value of goods of the same kind and quality.

30. By special agreement in writing and on payment of additional charges, higher compensation may be claimed from the Company not exceeding the value of the Goods or the agreed value, whichever is the lesser.

Notice of Loss, Time Bar

31. The Company shall be discharged of all liability unless:

    
    
    1. 1. notice of any claim is received in writing by the Company or its agent within 14 days after the date specified in (B) below, except where the Customer can show that it was impossible to comply with this time limit and that the claim has been made as soon as it was reasonably possible so to do, and
       2. suit is brought in the proper forum and written notice thereof received by the Company within 9 months after the date specified in (B) below.
    2. 1. in the case of loss or damage to Goods, the date of delivery of the Goods,
       2. in the case of delay or non-delivery of the Goods, the date that the Goods should have been delivered,
       3. in any other case, the event giving rise to the claim, otherwise any claim shall be deemed to be waived and absolutely barred.

General Average

32. The Customer shall defend, indemnify and hold harmless the Company in respect of any claims for General Average contribution that may be made on the Company, irrespective of whether the carriage charges are pre-paid or not. The Customer shall provide such security as may be required by the Company for General Average contributions promptly and in a form acceptable to the Company.

Miscellaneous

33. Any notice served by post shall be deemed to have to be given on the third day following the day on which it was posted to the address of the recipient of such notice last known to the Company.

34. The defences and limits of liability provided for by these Conditions shall apply in any action against the Company whether such action be founded in contract or tort.

35. If any legislation is compulsorily applicable to any business undertaken, these Conditions shall, as regards such business, be read as subject to such legislation and nothing in these Conditions shall be construed as a surrender by the Company of any of its rights or immunities or as an increase of any of its responsibilities or liabilities under such legislation and if any part of these Conditions be repugnant to such legislation to any extent such part shall as regards such business be over-ridden to that extent and no further.

36. Headings of clauses or groups of clauses in these Conditions are for indicative purposes only. The Company may unilaterally amend these Conditions at any time by publishing the amendments on the Company’s website. All contracts concluded by the Company and the Customer after such publication shall be subject to the amended Conditions.

37. Should any clause, or part of a clause, be found to be void or unenforceable, the remainder of that clause or section of the contract shall remain unaffected

Jurisdiction and Law

38. These Conditions, and all non-contractual matters associated with, arising out of or connected with them, shall be governed by and interpreted in accordance with English law and the parties agree that the English courts have exclusive jurisdiction to adjudicate any dispute which arises in connection with these Conditions and all non-contractual matters associated with, arising out of or connected with them, save that the Company retains the right to bring proceedings against the Customer in any other court of competent jurisdiction.

PART II: COMPANY AS AGENT

Special Liability and Indemnity Conditions

39. 1. To the extent that the Company acts as an agent, the Company does not make or purport to make any contract with the Customer for the carriage, storage or handling of the Goods nor for any other physical service in relation to them and acts solely on behalf of the Customer in securing such services by establishing contracts with third parties so that direct contractual relationship are established between the Customer and such third parties.

    2. The Company shall not be liable for the acts and omissions of such third parties referred to in sub-clause (A) above.

40. 1. The Company when acting as an agent has the authority of the Customer to enter into contracts on the Customer's behalf and to do such acts so as to bind the Customer by such contracts and acts in all respects notwithstanding any departure from the Customer's instructions.

    2. Except to the extent caused by the Company's negligence, the Customer shall defend, indemnify and hold harmless the Company in respect of all liability, loss, damage, costs or expenses arising out of any contracts made in the procurement of the Customer's requirements in accordance with clause 39.

Choice of Rates

41. Where there is a choice of rates according to the extent or degree of liability assumed by persons carrying, storing, handling the Goods, no declaration of value where optional will be made unless otherwise agreed in writing.

PART III: COMPANY AS PRINCIPAL

Special Liability Conditions

42. To the extent that the Company contracts as principal for the performance of the Customer's instructions, the Company undertakes to perform or in its own name to procure the performances of the Customer's instructions and subject to the provisions of these Conditions shall be liable for the loss of or damage to the Goods occurring from the time that the Goods are taken into its charge until the time of delivery.

43. Notwithstanding other provisions in these Conditions, if it can be proved where the loss of or damage to the Goods occurred, the Company's liability shall be determined by the provisions contained in any international convention or national law, the provisions of which

    
    

    1. cannot be departed from by private contract, to the detriment of the claimant, and

    2. would have applied if the claimant had made a separate and direct contract with the actual provider of the particular service in respect of that service or stage of carriage where the loss or damage occurred and received as evidence thereof any particular document which must be issued if such international convention or national law shall apply.

44. Notwithstanding other provisions in these Conditions, if it can be proved that the loss of or damage to the Goods occurred at sea or inland waterway and the provisions of clause 43 do not apply, the Company's liability shall be determined by The Hague Rules. Reference in The Hague Rules to carriage by sea shall be deemed to include reference to carriage by inland waterways and The Hague Rules shall be construed accordingly.

45. Notwithstanding the provisions of clause 44 if the loss of or damage to the Goods occurred at sea or on inland waterways, and the Owner, Charterer or operator of the vessel establishes a limitation fund, the liability of the Company shall be limited to the proportion of the said limitation fund allocated to the Goods.

46. Air Carriage

    
    

    If the Company acts as a principal in respect of a carriage of Goods by air, the following notice is hereby given:

    
    

    If the carriage involves an ultimate destination or stop in a country other than the country of departure, the Warsaw Convention may be applicable and the Convention governs and in most cases limits the liability of carriers in respect of loss of or damage to cargo. Agreed stopping places are those places (other than the places of departure and destination) shown under requested routing and/or those places shown in carriers' timetables as scheduled stopping places for the route. The address of the first carrier is the airport of departure.

47. Both to Blame Collision Clause

    
    

    The current Both-to-Blame Collision Clause as adopted by BIMCO is incorporated in these conditions.

48. U.S.A./Canada Clause

    
    

    1. With respect to the transportation within U.S.A., the responsibility of the Company shall be to procure transportation by carriers (one or more) and such transportation shall be subject to such carrier's contracts and tariffs and any law compulsorily applicable. The Company guarantees the fulfilment of such carrier's obligations under their contracts and tariffs.

    2. If and to the extent that the provisions of the Harter Act of the U.S.A. 1893 would otherwise be compulsorily applicable to regulate the Company's responsibility for the Goods during any period prior to loading on or after discharge from the vessel on which the Goods are to be or have been carried, the Company's responsibility shall instead be determined by the provisions of these Conditions, but if such provisions are found to invalid such responsibility shall be determined by the provisions in the Carriage of Goods by Sea Act of the U.S.A. approved 1936.

PART IV: COMPANY PROVIDING SERVICES FOR CLEANING, MAINTENANCE, REPAIR OR STORAGE OF CONTAINERS AND ANY SERVICES CONNECTED THEREWITH

49. Subject to clause 35 above, the Company shall not be liable for any improper performance or non-performance of its Services, or the consequence arising therefrom, except to the extent provided in this Part IV.

50. 1. The Company's liability shall not exceed the reasonable cost of rectifying the services improperly or not performed by the Company, subject to a limit per Container of that Container's market value.

    2. At the Company's sold option, the company may rectify at its own expense the services improperly or note performed. If the Company exercises this option, or is not given an opportunity by the Customer or Owner to exercise this option, the Company shall not be liable for any costs incurred by the Customer or Owner in rectifying such services.

51. The Customer and Owner undertake to inspect the Container on redelivery to the Customer or Owner or person acting on their behalf. The Company shall not be liable and the Customer and Owner shall defend, indemnify and hold harmless the Company against any loss, damage, liability, cost and expense in respect of or arising from an improper or non-performance of the Company's services which would have been apparent upon reasonable inspection of the Container at the time of redelivery.

52. The Company shall be discharged of all liability unless:

    
    
    1. notice of any claim is received by the Company in writing within 14 days, and
    2. suit is brought in the proper form and written notice thereof received by the Company within 9 months after the date of redelivery of the Container to the Customer or Owner or person acting on their behalf.

PUBLIC OFFER AGREEMENT for rendering information services

You or your Company (further mentioned as " Client "); and SEARATES FZE (further mentioned as " Contractor"); having its registered office at PO Box 17000, JAFZA 17, 5TH Floor, Dubai, United Arab Emirates (“SeaRates FZE”);

(each a “Party” and together the “Parties”)

Have agreed on the Digital services provision as follows:

Client appoints SeaRates FZE as the provider of the Services (as defined below), and SeaRates FZE agrees to provide the Services as a Contractor, in accordance with the terms of this Agreement.

1. Subject of the Contract and interpretations

   1. In this Agreement, the following definitions are used:

      “Agreement” means the arrangements between the Contractor and the Client in accordance with providing of the Service;

      “Charges” means the fees to be charged by the Client to the Contractor;

      “Digital solutions” means the IT solutions that the Contractor provides such as Tracking System, Air Cargo Tracking, Logistics Explorer, Ship Schedules, Load Calculator, Distance and Time, Route Planner, Carbon Emissions calculator and other Digital solutions, available to be provided by the Contractor, according to the following options: web access on the Contractor’s websites, web integration into the Client’s websites and API connection to the Contractor’s Digital solutions. The documentations needed for the implementation of IT solutions are provided by the Contractor: on the Searates Developer Documentation, by the link: https://docs.searates.com/

   2. The headings in this Agreement are for convenience only and shall not affect the construction or interpretation of this Agreement.

      In this Agreement references to the singular shall include the plural and vice versa.

   3. 1.3 Monthly unique shipments/API calls/requests/subaccounts/domains etc. can be increased at the request of the Client by mutual agreement of the Parties accepted via email correspondence based on the invoice provided by the Contractor.

   4. Any upgrades or modifications of Digital solutions of this Agreement for the needs of the Client are considered as individual development and should be paid by the Client additionally.

2. Payment procedure and terms

   1. This Agreement adjusts the mutual relations of the Parties, connected with offering of the following Digital solutions (hereinafter referred to as «the Service»)

   2. Subscription to the Service is a subject of pre-agreed pricing plan via email correspondence, with an account manager for the limitations of the unique shipments/API calls/requests.

   3. Acceptance of an agreement , further the acceptance of commercial offer is a full and unconditional acceptance by the Client of the terms set forth in this Contract, by confirmation of the Agreement and completion of the Charges to the bank account provided by the Contractor.

   4. This Agreement is valid from the moment the Charges are credited to the Contractor`s account, which is well-confirmed by the Contractor’s Finance department.

   5. The charges for the Services (“Charges”) are as per individual quotations for the relevant Services issued and provided by the Contractor, and agreed with each Client individually.

   6. Charges must be paid by the Client through the Rosoom payment system or can be made by bank transfer on the basis of invoices issued by the Contractor.

   7. All bank commissions shall be paid by the Client (in the field 71A of the SWIFT message to be stated “OUR”)

      The Charges include the payment for the Service, only specified in the Commercial offer and must be paid without any deductions. All additional possible taxes and fees associated with the payment of the cost of the Service to the Contractor are paid by the Client independently. The number of unused API calls/ requests/ unique shipments (if provided in the Commercial offer subscription plan) during the month cannot be transferred to the next month and is automatically canceled at the end of the month. The calculation of the Client’s API calls/requests/ unique shipments starts from the beginning of a calendar month, not from the date of starting of the Client’s subscription. If the Client exceeds the monthly number of API calls/ requests/ unique shipments, the Client’s API key will be automatically switched off in this case.

   8. The payment of Charges, arranged by the Client, is non refundable.

3. Duties of the Parties

   1. Obligations of the Contractor

      1. To give the Client the API key and/or credentials for access for the term agreed with the Contractor via email correspondence.

      2. The Contractor undertakes to provide the API key and/or credentials for access (to the Contractor’s Service) to the Client within 3 (three) business days from the date of receipt of the payment to the Contractor's account, according to the clause 2

      3. The Service is provided by the Contractor to the Client according to the Developer Portal posted on the Contractor's website. Any functions or options that are not mentioned in the Developer Portal are not included in the Service and will not be provided to the Client by the Contractor. The Contractor can change the Developer Portal at any time without any prior notice to the Client (https://docs.searates.com/)

      4. The Contractor undertakes to correct errors found by the Client regarding the Services within 30 days from the date of informing by the Client about them.

      5. The technical support should be provided by the Contractor to the Client during the Contractor’s working hours (from 09.00 am till 06.00 pm GMT+2 time zone, from Monday till Friday) during the term of providing Services.

      6. The Contractor should in no case have any financial or penal obligations to the Client.

   2. Duties of the Client

      1. To pay the Contractor’s invoices on time.

      2. Any upgrades or modifications of Digital Solutions, which are used for providing Services for the needs of the Client are considered as individual development and should be paid by the Client additionally.

      3. Do not transfer the API key and credentials given by the Contractor to third Party in any form.

4. Parties’ liabilities

   1. The Parties of the Agreement will be reciprocally liable for non-fulfilment or the improper fulfilment of their obligations under this Agreement.

   2. Both Parties will carry out their obligations in the proper way, doing their best to assist another party in fulfilment of its obligations.

   3. The Parties will not be liable for failure or improper fulfilment of their obligations under this Agreement if such failure or improper fulfilment of either Party is caused by the Acts of God (natural disasters, military operations, fire, strikes, etc), including the events specified in ICC Force-majeure clause 2003 and ICC hardship clause 2003.

   4. The occurrence of circumstances referred to in clause 4.3 hereof is not a basis for refusing payment for the Services performed prior to the occurrence of these circumstances.

5. Arbitrating clause

   1. The Parties shall attempt, in an amicable manner, to settle any dispute which may arise under this Agreement.

   2. Any out-of-court claim shall be presented within one month from the moment of reason that caused the dispute has arisen.

   3. The Party that got the claim ought to respond on the point within one month from the moment of claim’s receiving. In case no settlement can be reached through the exchange of claims and negotiations, the case should then be submitted to the court below.

   4. Any dispute arising out of the formation, performance, interpretation, nullification, termination or invalidation of this Agreement or arising therefrom or related thereto in any manner whatsoever, shall be settled by arbitration in accordance with the provisions set forth under the DIAC Arbitration Rules (“the Rules”), by one arbitrator appointed in compliance with the Rules.

   5. The seat, or legal place, of arbitration shall be Dubai, UAE.

   6. The language to be used in the arbitral proceedings shall be English.

   7. This Agreement will be interpreted and performed in accordance with its own terms and conditions, and in any matters not envisaged herein, it will be governed by the laws of England and Wales, adapting to these regulations the obligations and liabilities of the Parties.

6. Personal Data Protection

   1. The Contractor does not collect personal data in the Agreement.

   2. Once the Client registers its account with Contractor’s websites, he agrees to provide his data as per Terms of Service https://www.searates.com/tos/#by-using

7. Miscellaneous

   1. The initial term of providing the Services is based on the Commercial offer, starting according to the clause 3.1.2.

   2. Either Party may terminate this Agreement by written notice to the other on or at any time after the occurrence of any of the following events: (i) a material breach by the other Party of an obligation under this Agreement and, if the breach is capable of remedy, the defaulting Party failing to remedy the breach within 30 (thirty) days of receipt of notice of such breach; (ii) the other Party becomes insolvent or goes into liquidation; (iii) the other Party has a resolution passed or a petition presented for its winding-up or dissolution; (iv) the making of an administration order in relation to the other Party, or the appointment of a receiver over, or an encumbrancer taking possession of or selling, an asset of the other Party; (v) the other Party making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally; (vi) any event analogous to those set out in (ii) to (v) in any relevant jurisdiction; or (vii) if either Party, at its sole discretion, elects to terminate this Agreement, provided that no financial refunds are required by the terminating Party and upon giving 30 days' written notice to the other Party.

   3. Without prejudice to cl. 7.2 the Contractor reserves the right to early terminate the rendering of Services / part of Services under this Agreement in case of liquidation of the Contractor and/or initial service providers.

   4. Any amendments, addenda and appendices to the present Agreement are considered as its integral part and are valid only being made in writing and signed by duly authorized representative of both Parties and come in force from the moment of their signing.

   5. The Parties shall not without the written consent of the other Party at any time during the term of this Agreement or thereafter use any confidential information, knowledge, documents, or other data relating to the other Party otherwise than for the purpose of performing its obligations under this Agreement. The confidentiality obligation of this clause shall not be applied to any information that receiving Party can prove: (i) that was public at the date of this Agreement or thereafter became public prior to the time of disclosure otherwise that through a breach of confidentiality obligation; (ii) that was already in the possession of the receiving Party at the time of disclosure without any restrictions on disclosure; (iii) that was lawfully acquired from a third party without any restriction on disclosure; and (iv) that was required to be disclosed pursuant to any applicable law, regulation, judicial or administrative order or decree, or request by other regulatory organization having authority pursuant to the law.

   6. This Agreement is considered valid as the original for both Parties for providing in banks, tax and others, for the purpose of fulfillment by the Parties of the obligations on it.

   7. This Agreement shall constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede all other oral and written representations, understandings, or agreements relating to the subject matter hereof.

8. Legal addresses and bank details of the Contractor

   Contractor

   SEARATES FZE JAFZA 17, 5TH Floor, Dubai,

   UAE, PO Box 17000

   TRN: 104017998600003

   Account name: SEARATES FZE

   Bank Name: HSBC Bank Middle East Limited

   Bank address: Jebel Ali, Branch, PO Box 66,

   Dubai, UAE

   USD IBAN: AE210200000023186091100

   EUR IBAN: AE910200000023186091101

   AED IBAN: AE750200000023186091001

   Swift Code / BIC: BBMEAEAD

   Note: if the payer's country is not connected to the

   IBAN system, please, use as below:

   USD Account Number: 023-186091-100

   EUR Account Number: 023-186091-101

   AED Account Number: 023-186091-001