These Terms and Conditions govern your use of the Freightos Procure Platform that is made available by Freightos S.ar.L and its affiliates (collectively referred to as “Freightos”). Throughout these Terms of Conditions, Freightos and you, as the Customer, may be referred to individually as a “Party” and collectively as the “Parties”.

Definitions: 

Affiliate: any legal entity directly or indirectly under the control of another legal entity or any legal entity directly or indirectly controlling a legal entity, or under common control of any legal entity. In this context “control” means (i) the direct or indirect ownership of more than fifty percent (50%) of the equity interests, or (ii) the power to exercise more than fifty percent (50%) of the voting rights or (iii) the power to determine directly or indirectly, by agreement or otherwise, the policy of a company.

Bug: means a coding error, a mistake or a flaw in the Platform that causes it to behave unexpectedly or not as intended. 

Confidential Information: includes but is not limited to business information and methods, technology, know-how, ideas, software and software code (whether in source or object code) and features, functionality, specifications, and documentation, marketing programs, plans and strategies, media rates and purchasing methods and strategies, financial information, sales information, information concerning potential, current and past customers, pricing, clients and vendors, information concerning products and/or services in production or development, information concerning contemplated advertising and promotional campaigns and concepts, and memoranda, work papers, notes, reports photographs, videos, drawings, specifications and other descriptions and depictions embodying any of the foregoing.

Customer: company named on the related Purchase Order (PO) that refers to these Terms and Conditions.

Deliverables: any item (documentary deliverable, report, study, analysis, manual, graphic and/or sound item, file, etc.), whatever the form (paper or electronic), delivered by Freightos to Customer in compliance with the PO.

Effective Date: the date of last signature on the PO.

Force Majeure Event: means any event or circumstance beyond the reasonable control of a party that prevents or delays such party from performing its obligations under the PO, including without limitation:  (a) acts of God, natural disasters, or severe weather conditions (including but not limited to fire, flood, earthquake, hurricane, tsunami, volcanic eruption, or other natural calamities); (b) war (declared or undeclared), acts of terrorism, embargo, blockade, riot, civil unrest, insurrection, rebellion, revolution, military or usurped power, or requisition; (c) epidemic, pandemic, or government-mandated quarantine; (d) acts or regulations of any governmental authority, including failure to grant necessary licenses or permits despite timely and diligent application; (e) national or regional emergency, explosion, or nuclear, chemical, or biological contamination; (f) collapse of buildings, failure of plant machinery, computers or vehicles, or unavailability or shortage of critical equipment, materials, or services; (g) cyber attacks, widespread telecommunications or internet failures, or utility service disruptions not caused by the affected party; provided, however, that in no event shall any of the following constitute a Force Majeure Event: (i) strikes, lockouts, or other industrial disputes or labor disturbances affecting only the party seeking relief; (ii) economic hardship, changes in market conditions, or insufficiency of funds; (iii) predictable seasonal weather conditions; or (iv) any event that could have been prevented or mitigated by the affected party’s reasonable precautions, due diligence, or prudent industry practices.

Freight Spend: Customer’s total transportation spend for all contracted modes of transport for a 12 (twelve) calendar month period for which rates are or had been active (rate validity from – to) on the Platform for tendering purposes (or as agreed by the Parties as Customer’s freight spend for each year of the PO).

Incident Management: means any unplanned disruption or degradation in the quality of a service in the Platform.

Intellectual Property Rights or IPR: means, whether or not any of the following are registered, any patents, patentable rights, copyright, moral rights, design rights, utility models, trademarks , service marks, trade names, brand and product names, logos, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and Confidential Information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country or other jurisdiction anywhere in the world and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action).

Key users: natural persons responsible for usage of the Platform, Platform Modules and Services appointed by Customer in the PO.

Knowledge Base: means web-based knowledge base which stores information about the Platform and serves as a point to find information or solution proposals to problems or queries.

Licence Fee or Fee: charges payable by Customer as agreed in the PO.

Platform: web-based e-logistic software for a freight procurement management known as Freightos Procure.

Platform models: specific feature or combination of features that can be used in addition to the Platform, including but not limited to, Freight calculator, API, etc.

Services: services provided by Freightos to the Customer in application of these Terms and Conditions, the scope, and characteristics of which are detailed in the PO.

Supplier: a company that supplies or wishes to supply logistic services to the Customer (e.g., carriers or logistic service providers).

Support hours: means monthly hours included in the Customer support package.

Term: contract period as defined in the PO.

Users: any natural persons or Customer’s Affiliates, appointed by Key users, with the right of usage of the Platform, Platform Modules and/or Services.

Year: a period of 12 calendar months.

Terms defined in the PO will apply accordingly to these Terms and Conditions.

1. Purpose

Purpose of these Terms and Conditions is to establish framework terms pursuant to which Customer has a right to use the Freightos Procure ’s Platform, Platform Modules and Services and Freightos agrees to give access to the Platform, Platform Modules and perform Services as specified in the PO.

2. Contractual Components and Contradictions

To the extent there is a conflict between the terms of these Terms and Conditions and the PO, the terms of the PO will take preference.

3. Contract Conclusion and Registration 

3.1 Typically, these Terms and Conditions come into force upon signature of the PO by both Parties. They may also come into force through your online registration and clicking “accept” or similar option and deemed accepted by the Customer.

3.2 The Parties may, from time to time, sign a new PO or amend the PO to enter into additional scope (whether in online, electronic or printed form) in respect of additional Platform Modules and/or Services.

3.3 Customer will have a right of access to the Platform after the Effective Date upon registration in the designated user management area. Customer accepts the obligation to provide accurate, full, and truthful information during the registration process and to ensure that e-mail address(es) provided is/are valid and up to date. In the event of change of information or incorrect information, it is the obligation of Customer to update it promptly in the user management area of the Platform.

3.4 Customer is responsible for activity occurring under its account, for protection of their passwords and the data available on the Platform from unauthorized access by any third parties. If Customer is authorised to give access and passwords to Users, it is Customer’s responsibility to protect password and warrant for its confidentiality. In the event Customer or any User becomes aware of a security breach concerning the information stored on the Platform, such as theft or unauthorized use of the Key user’s access data or the disclosure of any data, Customer or User shall notify Freightos immediately.

4. Right of Use and Key Users 

4.1 Freightos grants to Customer a non-exclusive, non-transferable, revocable and worldwide right to access and use the Platform, Platform Modules and Services subject to the PO and solely for Customer’s own internal business activities.

4.2 Customer is entitled to appoint two (2) Key users, unless otherwise agreed in Statement of Work, who will be trained by Freightos and will have administrator rights in flexible system configuration and usage of the Platform.

4.3 Customer will not at any time (i) use the Platform for any purposes beyond the access granted in the PO; (ii) copy, modify, or create derivative works of the Platform and/or Platform Modules, in whole or in part; (iii) rent, lease, lend, sell, license, sublicense, distribute, publish, transfer, or otherwise make available the Platform and/or Platform Modules or applicable documentation; (iv) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to any software component of the Platform and/or Platform Modules, in whole or in part; or (v) remove any proprietary notices from the Platform, Platform Modules and/or Deliverables or applicable documentation.

4.4 Customer grants to Freightos worldwide, royalty-free, perpetual, irrevocable and non-exclusive right to collect, use, reproduce, sub-licence and process and analyse Customer’s data for purpose of providing Services as well as for continuous development and improvement of its Services (including but not limited to benchmarking, stating measure, monitor and analyse performance, data science, deep learning, machine learning, predictive and prescriptive analysis or statistical purposes, product improvements and development of new features and products) and the right to use Customer’s data alongside data from others, including shippers, logistic service providers and carriers, to generate aggregate, anonymous, statistical data which will not identify Customer (“Anonymous Data”)  and to use the Anonymous Data without limitation. 

4.5 Customer will be responsible for acts and omissions of any of its Key users or Users as if they were the acts and omissions of Customer.

5. Acceptance 

5.1 Freightos will request acceptance of Services, Platform or Platform Modules from Customer as soon as these are functional and available to Customer. Customer will not unreasonably delay any response to a request for acceptance. Where it has not otherwise been accepted or rejected by Customer in writing, acceptance will be deemed to have occurred at the day of closure of onboarding procedure or after three (3) months from the Effective Date, whichever comes first (“Onboarding”).

5.2 Freightos may request Customer to accept components of Services, Platform or Platform Modules if such components can be independently assessed and tested without the remaining parts, such as in the event of multiple mode of transport (MOT) profiles. 

5.3 The acceptance may not be refused by Customer in case of trivial defects, which do not affect the proper execution of the Services, use of the Platform and/or Platform Modules.

5.4 Customer chat support, phone support or dedicated account manager, if contracted, shall be live and available to the Customer only after the closure of Onboarding.  

6. Parties’ responsibilities

6.1 Freightos certifies to have the requisite capacity and authority, appropriate and sufficient ability, expertise and resources to enter into the PO. The Services will be provided in a professional, competent, diligent manner and in accordance with best industry practice. 

6.2 Without prejudice to any warranty given in the PO, Freightos does not warrant that the use of the Platform, Platform Modules or delivery of the Services will be uninterrupted or error free, and the existence of a minor fault or interruption in the use of the Platform, Platform Module or delivery of the Services shall not, in itself, constitute a breach of the PO. In addition, Freightos will not be liable for any breach of warranty where and to the extent it is caused by any modification, misuse, variation or addition to the Platform, Platform Module or Services which were not performed or approved by or on behalf of Freightos.

6.3 Customer will promptly provide Freightos with (i) all relevant and up to date information required to perform the Services or set up the Platform and/or Platform Modules, (ii) examine the results of the Services, and (iii) report in writing about any disruptions or defects with a description of all details necessary for Freightos to remedy any disruption or defect.

6.4 To the extent necessary, Customer will support Freightos in providing the Services and/or Platform Modules in a timely manner and free of charge. This includes, in particular but not limited to, providing data and relevant information, full cooperation in Onboarding and creation of specifications and testing. 

6.5 Customer shall be solely liable and responsible for usage of the Platform, Platform Module and Services according to the PO and these Terms and Conditions. Customer acknowledges that the license fee(s) may be calculated based on Customer´s Freight Spend, and in the event Customer exceeds the volume of Freight Spend agreed in the PO, the license fee may be adjusted from time to time reflecting the difference in Customer´s Freight Spend. 

6.6 Customer may request adaptation of the tender process latest fifteen (15) days from completion of the first tender (RfQ) supported by Freightos. Customer’s adaptation request should be reasonable and impose at most a maximum effort of two-man days. It is in Freightos’ sole discretion to implement such adaptation requests. After Onboarding, it is deemed Customer has been onboarded and transferred to the customer support.

7. Conduct of Business

7.1 Freightos provides the Platform to enable the exchange of information, data, documents and declarations of intent between Customers and Suppliers and does not take responsibility for any information, declarations of intent or other legally relevant statements which are made or sent by Customer to a Supplier and does not enter into any contractual relationship with Suppliers which is established through the use of the Platform. 

7.2 Freightos does not warrant that any offer will be matched by a corresponding demand and assumes no obligation with regards to the provisions of contractually agreed services between Customer and Suppliers or the rendering of consideration for such services. 

7.3 If a transport contract between Customer and any Supplier is initiated through automated transport assignment (Gateway), it is Customer’s sole responsibility to select relevant criteria for the desired Supplier. Transport assignment will be considered awarded by Customer to the Supplier based on Supplier’s acceptance of the Customer’s offer through an e-mail. Freightos responsibility is limited only to enabling such automated functionality between Customer and a Supplier. 

7.4 Where Customer contracted use of Platform modules or Services that requires connection of the Platform with applications, web domains or software developed and maintained by third parties (collectively “Third-Party Products”), Customer acknowledges that (i) Freightos makes no representations or warranties in relation to the accuracy, integrity, quality, or security of any Third-Party Products or any data provided through such Third-Party Products; (ii) access and use of Third-Party Products is at Customer’s own risk and may be subject to any additional terms and conditions applicable to such Third-Party Products; and (iii) where the interoperation with Third-Party Products includes access by the third-party to Customer’s data, Customer authorizes Freightos to allow the provider of such Third-Party Products to access Customer’s data as necessary for the interoperation with the relevant Third-Party Products.

7.5 Freightos provides Expert as a Service services based on its expertise, best knowledge and best effort to achieve the mutual objective of Customer and Freightos. Nevertheless, Freightos does not warrant that the Expert as a Service  services will result in transport cost savings or any other objective or outcome. 

7.5 Freightos may, from time to time, introduce new releases, versions, updates, upgrades and maintenance of the Platform and/or Platform Modules in order to be able to offer further developments in a constantly up-to-date manner or fix an error, Bug or other issue. In this regard, Freightos has the following weekly standard maintenance window: Sunday from 18:00 to 22:00 (CET). In addition, Freightos reserves the right to use additional emergency maintenance windows in case essential threats to the Platform occur. Any individual updates shall only be performed in alignment with Customer.

8. Change Requests

8.1 Customer may request changes and additions to the Platform, Platform Modules and/or Services by issuing written notice to Freightos (each, a “Change Request”). Freightos may reject the Change Request or may agree to the Change Request and set out the terms of such agreement including, a full specification of the change to the Platform, Platform Module and/or Service, time that it will take to perform the proposed changes and a binding statement of any proposed change to the Fees as a result of the Change Request. Such decision is at Freightos’ sole discretion.

8.2. A Change Request shall only become binding on the Parties where an agreement, setting out the terms and conditions on which the Parties agree that the Change Request will be implemented, is agreed in writing between the Parties and signed by authorised representatives of both Parties. Unless and until a Change Request is so signed Freightos will continue to provide the Platform and Services in accordance with the PO and without any change or modification.

8.3 Unless otherwise stated in the PO, the agreed Term of the Services will be extended by the period of time during which the Services had to be interrupted due to the Change Request, as well as by a reasonable required setup period as the case may be.

9. Term, Termination and Transition period

9.1 Unless otherwise provided in the PO, the PO shall automatically renew for one Year, on the same terms, unless either Party gives the other notice of non-renewal at least 90 days prior to the end of Initial Period or any subsequent, renewed term. 

9.2 The term shall be extended by the period during which Freightos is prevented from providing the Services due to circumstances beyond its control, such as a Force Majeure Event, as well as a reasonable start-up time after such particular event(s) cease to exist. After such cessation of a Force Majeure Event, Freightos will notify the Customer of the extension of term without undue delay. 

9.3 Freightos may issue a notice that terminates the Agreement and Statement of work immediately if Customer commits a material breach of the Agreement and/or Statement of Work (which in the case of a breach capable of remedy is not remedied within 14 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied). For the avoidance of doubt, a material breach incapable of remedy shall include Customers breach of Clause 4.3, Clause 6.3, Clause 10 (Fees and Invoicing), Clause 12 (System Security, Customer support and Service Level), Clause 18 (Confidentiality), Clause 19 (Data protection and Data Security), or Clause 20 (Compliance with Laws) (collectively, the “Material Clauses”). 

9.4 A Party may terminate the PO for cause (i) upon 30 days written notice of a material breach to the other Party if such breach remains uncured at the expiration of such period; or (ii) immediately if the other Party becomes the subject of a petition in a bankruptcy or any other proceeding relating to insolvency, receivership, or liquidation. Upon any termination by Customer for cause, Freightos shall refund only prepaid fees covering the remainder of the Term after the effective date of termination (on a pro rata basis). Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to Freightos prior to the effective day of termination.

9.5 In the event of termination or expiration, Customer will have a period of seven (7) business days, after the effective day of termination, to download and remove any of its data from the Platform. Upon expiration of the said period and at Customer’s request, Freightos may make available for download transactional records in industry standard format for additional cost. Archival copies of Customer data will be maintained subject to Freightos’ standard data backup and retention processes and subject to Freightos’ confidentiality obligations herein.

10. Fees and Invoicing

10.1 Freightos’s fees are determined in the PO and shall be paid annually by Customer, unless otherwise agreed in the PO. 

10.2 All prices and fees listed in the PO are exclusive of VAT and any other applicable taxes, duties or fees (together, “Taxes”). Customer is responsible for all Taxes required by applicable law. If Freightos is required to collect or pay any such Taxes, Customer agrees to repay those amounts to Freightos, without delay,  including any bank fees or currency exchange losses. 

10.3 Freightos will issue an invoice to the Customer within thirty (30) days from the Effective Date, unless agreed otherwise. In the event of automatic renewal of the Term, invoices will be issued within the first month of each renewed one (1) Year term. 

10.4 Invoices will be paid without deduction to the indicated account no later than thirty (30) days after their receipt. Freightos invoices will be sent electronically and without signature, unless Customer specifically requests differently.

10.5 Freightos reserves the right to charge additional fees, cost or expenses with regards to extra Services (e.g., consulting, custom development and training) according to applicable Freightos price list as specified in the PO. Customer shall only be required to pay any additional fees, costs or expenses beyond the already agreed fees in the PO if Customer has expressly agreed to them in writing and in advance. 

10.6 If Customer fails to pay any fees within due time or in its entirety, Freightos may charge reminder fees as well as default interest on the outstanding amount in accordance with the legally applicable interest rate.

11. Intellectual Property Rights (IPR)

11.1 All IPR of either Party shall remain the exclusive property of such Party and neither these Terms and Conditions and/or PO nor any disclosure made hereunder grants any transfer or license to the other Party in respect of such IPR, unless otherwise explicitly provided for in the PO. 

11.2 IPR created, acquired or developed in connection with the PO and these Terms and Conditions shall remain solely with Freightos. In case any such IPR will be improved, created, acquired or developed in cooperation with Customer, which is accessible and/or usable without any connection to the Platform, a separate agreement with regard to IPR shall be made between the Customer and Freightos, taking into account contribution and legitimate interest of each Party.

11.3 Customer grants to Freightos a non-exclusive, worldwide, non-sub-licensable (except in accordance with this clause), non-transferable, royalty-free, revocable licence to use the Customer materials provided by or on behalf of Customer to the Freightos solely to the extent necessary for Freightos to perform its obligations under the PO. Freightos may sublicense the rights granted under this clause to subcontractors solely for the purpose of performing its obligations under the PO provided that Freightos has imposed licence obligations and restrictions on such subcontractors that are no less onerous than those in the PO.

11.4 Freightos grants to Customer a non-exclusive, worldwide, non-sub-licensable, non-transferable, irrevocable  licence during Term to use Deliverables, as defined in the PO or these Terms and Conditions.

11.5 For the term of the PO, each Party hereby grants the other Party a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free and worldwide license and right to use the Party’s trademarks, whether registered or unregistered, and company name for referencing purposes and to promote its company and services in any and all channels and media now known or hereafter devised, and to otherwise enable each Party to perform its obligations and exercise its rights under and in accordance with the PO; provided, however, that neither Party shall apply for, or obtain, registration of any trade or service mark which consists of, or comprises, or is confusingly similar to the other Party’s name or other IPR.    Each Party may revoke this right and licence, at any time, by sending a notice to the other Party.

12. System Security, Customer support and Service Levels 

12.1 Freightoss minimum security standard is set forth in Appendix 1 – Information Security, and forms an integral part of Agreement and/or SOW. Freightos will have and maintain such minimum security standard throughout the Term of the Agreement and/or SOW. Freightos may periodically review and update the Information Security to address new and evolving security technologies, changes to industry standard practices, and changing security threats, provided that any such update does not materially reduce the overall level of security provided to Customer as set forth in Information Security.  

12.2 Freightos shall meet or exceed the level of performance of the Platform under the PO as set forth in Appendix 2 – Service Level Agreement. 

12.3 Customer has right of usage of basic Customer support package that includes Incidental Management, Bug fixes and Knowledge Base access. If Customer procures additional support package, such support is provided during Freightos’ regular working hours, Monday through Friday, from 9 a.m. to 5 p.m. (9:00 – 17:00) (CET) excluding public holidays in Luxembourg. 

12.4 Customer will inform Freightos immediately of any non-availability of the Platform in such a manner that the error is reproducible for Freightos. Furthermore, Customer will provide all necessary details and technical information to allow Freightos to identify and rectify the cause. 

12.5 Customer must refrain from manipulating the Platform and the functionality contained therein, or from introducing any material or data on the Platform which could damage, corrupt, or compromise any computer programs, computer systems, data or information, as well as from overloading Freightos’s infrastructure with large volumes of data not required for business purposes.

12.6 The collection and tracking of any information or data with regards to User’s activities, including for employee monitoring purposes, is prohibited.

12.7 Customer acknowledges that the Platform and Platform Modules are not intended for and may not be used for enabling illegal agreements between competitors, circumvention of any embargos, sanctions, or any other illegal activity.  Customer undertakes to observe and comply with all applicable local, national and international laws, regulations, provisions and duties that are relevant in connection with the use of the Platform.

12.8 It is prohibited to use the document upload functionality of the Platform for any purpose other than defined in the PO or these Terms and Conditions. In general, Customer may store any purpose-related file on the Platform, provided it is otherwise authorized to do so, regardless of file content and file format. However, this does not include damaged or illegally distributed or possessed files. Any content that violates these Terms and Conditions or applicable law, shall be handled in accordance with clause 13. Freightos reserves all rights to claim against Customer regardless of the deletion of such files. Customer is obliged to report any breaches of this Clause 12 immediately.

13. Blocking of Access and Deletion of Customer Content

13.1 Freightos reserves the right to temporary block Customer’s access to the Platform or related Services or to permanently exclude Customer from the Platform in case of any infringement of any of the Material Clauses. In making the decision to any blocking and/or deletion of Customer, Freightos will take Customer’s legitimate interests to a reasonable extent into account, particularly, whether there are indications that the Customer is in no fault.

13.2 Freightos reserves the right to refuse registrations, delete registrations, discontinue usage of the Platform, Platform Modules and/or Services or exclude Customer from the Platform in the event of misuse or incorrect data being provided or if incorrect data have not been corrected immediately. 

13.3 Customer shall be notified in advance by Freightos within seven (7) days prior to the blockage or deletion by written notice or via e-mail. The statutory rights or any further rights arising from default delay and in particular, the right to termination for cause, shall not be affected by the aforesaid provision.

13.4 Freightos reserves the right to object to any Customer, User and/or Supplier content being placed on the Platform or Messaging Module and to delete any Customer, User and/or Supplier content already existing, in case it infringes the provisions of Clause 12 (System Security, Customer support and Service Level) and Clause 19 (Data protection and Data Security) considering Freightos’s legitimate interest. Such legitimate interest shall exist, in particular, if the proper operations on the Platform are endangered by the content being placed on the Platform, or the rights of any third parties or other Users are infringed and/or Freightos is legally obliged to delete such data.

14. Force Majeure 

14.1 Neither Party will be liable for any delay in performing or failure to perform its obligations under the PO to the extent that and for so long as the delay or failure results from a Force Majeure Event provided that the affected Party will: 

(i) promptly upon becoming aware of the occurrence of the Force Majeure Event inform the other Party with detail of the circumstances giving rise to the Force Majeure Event and its anticipated duration and effects on the obligations; and 

(ii) take all reasonable steps to comply with the terms of the PO as fully and promptly as possible. 

14.2 Each Party will use reasonable efforts to minimize the effects of any Force Majeure Event.

15. Liability

15.1 Freightos is liable for any damage caused by its willful misconduct or gross negligence.

15.2 In the event of ordinary negligence, the liability of Freightos is limited to a breach of a material contractual obligation (i.e., breach of obligation that puts the achievement of the contractual purpose at risk or whose fulfilment is essential to the due and proper implementation of the PO and on whose fulfilment Customer regularly relies on or may rely on). Freightos is not liable for slightly negligent breaches of accessory obligations that are not essential obligations. Freightos’ liability is limited to the compensation of the contract typical and foreseeable damage at the time of conclusion of the Agreement and SOW and characteristic for such agreements.

15.3 In any case Freightos will not be liable for loss of profit (indirect or direct), special, incidental, consequential, exemplary or punitive or equivalent damages, regardless of the cause. 

15.4 Freightos’ total and aggregate liability related to the PO shall not exceed amounts actually paid by Customer to Freightos (excluding taxes) in the twelve (12) month period prior to the event or circumstances giving rise to such liability.

15.5 In the event of a claim against Freightos by Customer, contributory negligence on the part of Customer will be taken into account appropriately, in particular in the event of late or insufficient cooperation. 

15.6 The above exclusions and limitations of liability shall not apply to claims based on personal injuries (life, body, or health), and to the extent strict liability is mandatory under statutory law applicable to the PO. 

15.7 To the extent the liability of Freightos is excluded or limited, this shall also apply to the personal liability of Freightos’ employees, staff, members, representatives, and agents.

15.8 Liability for loss of data shall be limited to the normal recovery expenses which would result in the event of regular appropriate backup copies being made by the Customer.

16. Warranties 

16.1 Freightos warrants that the Platform, Platform Modules and Services may be used in accordance with the provisions of the PO. Any oral statement, product description, or system specification shall not be deemed guaranteed, unless separately and explicitly agreed in writing.

16.2 Freightos warrants that the provision and use of the Platform, Platform Modules and/or Services and Deliverables will not infringe in whole or in part IPR of any third party and that it owns or has obtained valid licences, consents or permissions of all IPR which are necessary to perform its obligations under the PO.

16.3 In case of any software defects, Customer shall notify Freightos in writing with a comprehensible and detailed description of the defects and, as far as possible, provide evidence by written recordings, hard copies or other documents demonstrating the defects.

16.4 Freightos does not warrant with regards to connections to any of Customer´s systems and/or Third-Party Products used by Customer that were not approved by Freightos. A functional impairment resulting from hardware defects, environmental conditions, wrong operation, defective information, data or other circumstances originating from Customer’s sphere of risk does not constitute a defect. Freightos may refuse to remedy defects until the Customer has paid the agreed fees to Freightos less the amount that corresponds to the economic value of the defect. Furthermore, in case of unauthorized modifications in any connection with the Platform, either by Customer or any third party acting on its behalf, all warranty claims are excluded.  

16.5 Freightos does not warrant to the results of the use on the Platform, Platform Module or Services, the correctness, quality, identity and reliability of a Supplier or any User, the content or any information obtained via the Platform on the basis of the data entered by the Users and/or Suppliers. 

16.6 In the event Customer uses the services of third parties for the transmission of transport assignment (e.g., SMS, e-mail, etc.) Freightos cannot guarantee prompt and correct transmission in cases when it is beyond the influence and responsibility of Freightos, including but not limited to missing reception of mobile phones or non-availability of network or e-mail providers. 

16.7 Customer is responsible for any loss of data or damages in its systems arising from using unexamined harmful data via the Platform.

17. Indemnification 

17.1 Freightos will indemnify Customer for claims brought by third parties arising from the infringement of their IPR which may be the result of the use of the Platform, Platform Modules and/or Services by the Customer to the extent set out in Clause 16 (Liability). Customer will give Freightos immediate written notice, but not later than five (5) working days from the receipt of such request, in parallel with an e-mail notification of such claim. Customer shall also provide information, reasonable assistance and give the sole authority to Freightos to defend or settle such claim. Furthermore, Freightos may, at its option and reasonable discretion (i) obtain the right for the Customer to continue using the Platform, Platform Modules and/or Services, (ii) replace or modify Platform, Platform Modules and/or Services so that they become non-infringing, or (iii) cease to provide the Platform, Platform Modules and/or Services and reimburse the Customer for already paid fees.

17.2 Freightos will have no obligation to indemnify Customer if Customer agrees to settle any claim without the prior written consent of Freightos. Notwithstanding the foregoing, Freightos will have no obligation to indemnify Customer if the infringement is based on any unauthorized modification of the Platform, Platform Module and/or Services by the Customer or a third party on Customer’s behalf or the usage of the Services and/or the Platform or Platform Modules in combination with any hardware, software or material not consented to by Freightos, unless Customer proves that such modification or usage had no influence on the asserted claims for infringement.

17.3 If third parties incur damages in connection with Customer’s use of the Platform, Customer will indemnify Freightos against claims brought by such third parties. Freightos will give Customer immediate written notice, but not later than five (5) working days from the receipt of such request, in parallel with an e-mail notification of such claim.

18. Confidentiality

18.1 Each Party shall keep all Confidential Information of the other Party, which becomes known to it during and after the performance of the PO (the “Receiving Party”), strictly confidential and use such Confidential Information only for the purposes of the PO. The Receiving Party shall share Confidential Information only with those of its representatives that reasonably need to know such Confidential Information for the entering into or performance of the PO and that are bound by confidentiality obligations equivalent to this clause. 

18.2 The Receiving Party shall take all reasonable measures to prevent unauthorized access, use and accidental loss or dispersion of the Confidential Information.

18.3 Unless agreed otherwise, the duty of confidentiality set forth in this clause does not apply for Confidential Information (i) that was already known to the Receiving Party, without an obligation to treat the information confidentially, (ii) that was already available to the public at the time when it was made available to the Receiving Party or that was later made available to the public through no fault of the Receiving Party, (iii) that the Receiving Party lawfully received from a third party without an obligation to treat the information confidential, (iv) which is independently developed by or for the Receiving Party without any reference to Confidential Information; or (v) that necessarily must be disclosed to the extent required by law, a judicial order or any regulatory authority. However, in the circumstances described under (v, the Receiving Party shall promptly give notice to the other Party of the disclosure, and if practical before such disclosure occurs.

18.4 The Parties agree that it is not necessary for the media on which the Confidential Information is communicated to include any confidential marking, such as “confidential”, “secret”, “personal”, etc., in order for the information communicated to be considered as confidential. If any Party were to do so, the media on which the above-mentioned words are not placed would not lose their confidentiality.  

18.5 The provisions of this Clause 18 shall supersede and invalidate all other confidentiality agreements, whether stipulated in text or orally, which the Customer and Freightos previously concluded with respect to the subject matter of the PO. Furthermore, the provisions of this Clause 18 shall survive the termination or expiration of the PO for a period of three (3) years from the date of termination of the PO.

19. Data Protection and Data Security

19.1 Freightos and Customer undertake to comply with all applicable laws and regulations on data protection and/or the use and processing of personal data. Within the European Union, this includes, in particular, compliance with the EU Regulation 2016/679 (General Data Protection Regulation, hereinafter “GDPR”). In this context, the Parties acknowledge that the transferring and processing of personal related data may be necessary for the performance of the PO with regard to support, implementation, system introduction, accounting, billing, contractual and business relationship management, for legal purposes or otherwise. Such personal related data shall be processed lawfully in accordance with Art. 6 (1) b) or f) GDPR. 

19.2 Customer acknowledges that the personal data which is necessary to provide the products and services described in the PO may not be used for any performance monitoring purposes of data subjects (employees), and may only be used to the extent necessary by mandatory law, collective agreements or employment contracts.

19.3 All cases where Freightos processes personal data on behalf of Customer, following Customer’s instructions, will be governed by a DPA (Data Processing Agreement strictly based on the European Commission’s Standard Contractual Clauses, as implemented by Decision 2021/915/EU from 4 June 2021), in accordance with Art. 28 (3) of the GDPR. Such cases are when Freightos implements the Platform and trains Customer’s employees to use it on behalf of the Customer, as well as the management of accounts and communication for the provision of the Services, the invitation of Suppliers on behalf of the Customers on the Platform.

19.4 Customer is responsible for data minimization on the Platform in accordance with Art. 5 (1) c) GDPR and is solely responsible for ensuring the deletion of such user data. Freightos will ensure the deletion of routinely made backup copies at regular intervals within thirty (30) days, unless otherwise agreed with Customer. Upon termination of the PO, Freightos will delete personal related data concerning Customer’s employees and representatives upon expiration of the relevant statutory retention periods (e. g., for accounting documents), at the latest.

19.6 Either Party shall immediately inform the other Party about any audits, investigations or other measures taken by the competent authorities, insofar as such measures relate to the processing of personal related data provided by Customer. To the extent possible, the Parties shall inform each other about the answering of any inquiries received from the authorities or the disclosure of information relating to the processing of personal related data under the PO. Each Party shall provide all available information and reasonable assistance to enable the other Party to comply with all applicable laws in the respective jurisdiction with regards to data protection. 

19.7 The Platform offers the possibility of communication via the Messaging Module, which may be operated by a third party. It is Customer’s and each User’s sole discretion to use or not to use the Messaging Module. Freightos bears no responsibility for any information or files exchanged, posted, written, sent or received (including in the chat group) through the Messaging Module. Customer and Users are fully responsible for the contents of the exchanged files, security of the exchanged files, as well as for any potential damages caused to the information systems of Freightos and/or to the information systems of the recipient party by sending and/or receiving files to/from other users via the Messaging Module. Customer and Users will not upload any documents containing any malicious code to the Messaging Module, nor any documents or data/information (with the exception of the information necessary for and related to carrying out the procurement tenders) related to confidential information and/or intellectual property and/or financial reports information, and also information including data (which may be inferred to) being a special category of data or data related to criminal convictions or offences in the meaning of Regulation (EU) 2016/679.

20. Compliance with Laws 

20.1 Customer and its Affiliates, owner/shareholder, board members, directors, officers, representatives and all others for whose actions it may be held accountable will comply with all applicable laws and regulations, including laws on the prevention of bribery and corruption and money laundering when performing its duties in connection with the PO. This includes, in particular, the prohibition of illegal payments or the inducement of other inappropriate advantages, directly or indirectly, towards public officials and agencies, business partners, their employees, family members or other close relationships. Freightos agrees not to make any facilitation payments to any public official. 

20.2 The Parties agree to support each other in the prevention of bribery, corruption, money laundering and will inform each other immediately as soon as they know or suspect a violation of the applicable laws on the prevention of bribery and corruption and money laundering in relation to the PO or the fulfilment of obligations under the PO.  

21. Miscellaneous

21.1 The PO and these Terms and Conditions constitute the entire agreement between the Parties relating to the subject matter of the PO, and supersedes all prior oral or written understandings, agreements, discussions or correspondence of the Parties with respect thereto. Any reference or application of Parties terms of use or similar documents are hereby excluded.

21.2 The headings contained in the PO and these Terms and Conditions are intended solely for convenience and shall not affect the rights of the Parties. 

21.3 No variation, modification, amendment or addition to the PO or these Terms and Conditions shall be valid unless made in writing and signed by both Parties. The same applies to any variation, modification, amendment or addition of this clause. 

21.4 Neither Party shall assign or transfer the PO or any of its rights or obligations hereunder, other to an Affiliate of such Party, without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed. 

21.5 No failure or successive failure on the part of a Party to enforce any covenant or agreement, and no waiver or successive waivers of any conditions of the PO shall operate as a discharge of such covenant, agreement or condition, or render the same invalid, or impair the right of such Party to enforce the same in the event of any subsequent breach or breaches by the other Party.

21.6 If any provision of the PO or its application to any person or circumstance is invalid and/or unenforceable, then the remainder of the PO or the application of such remainder to other persons or circumstances will not be affected thereby. However, if any provision or application thereof is invalid and/or unenforceable, then such provision will be deemed substituted by a valid, suitable and equitable provision or application which come closest in meaning and economic purpose to the intent and purposes of the invalid and/or unenforceable provision or application and the Parties will make any declaration necessary for that purpose without undue delay. 

21.7 Freightos reserves the right to amend these Terms and Conditions in a reasonably acceptable manner to the Customer. Changes shall be notified to the Customer via e-mail no later than two (2) months before the amended version comes into force. In absence of the Customer`s objection, within six (6) weeks after receipt of the e-mail, the amended version will be deemed accepted, and will henceforth become part of the PO in the amended form. If the Customer objects to the changes and can prove that they are not reasonable, the Customer may terminate the PO or enter into an individual contractual agreement with Freightos.

21.8  Freightos may list Customer’s name and its standard logo in its public customer lists, press releases and the like. Customer may list Freightos’s name and its standard logo in its public supplier/technology lists. Other publicity requires the consent of the other Party.

21.9 The place of jurisdiction for any legal disputes with regard to the PO will be the Grand Duchy of Luxembourg. Freightos retains the right to take legal action in general court of jurisdiction of Customer.

21.10 The place of performance and execution of the PO will be the registered office of Freightos (Mertert, Grand Duchy of Luxembourg).

21.11 The PO and any non-contractual obligations arising out of or in connection with it shall be governed by law of the Grand Duchy of Luxembourg excluding conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) will not apply to the PO or these Terms and Conditions.

APPENDIX 1

Information Security

1. Hosting Location of Customer Data

• The hosting location for all customer data is a Datacenter in Frankfurt, Germany.

• Monthly Uptime Percentage of the Datacenter >= 99.99%

• The Datacenter is ISO/IEC 27001 certified

• The Datacenter is ISO 9001:2015 certified

• The Datacenter is ISO/IEC 27018 certified

• The Datacenter is ISO/IEC 27017 certified

• The Datacenter provide SOC 2 Type 2 reports

2. Encryption

• A Cryptographic Policy is in place.

• Freightos encrypts Customer Data at rest using AES 256-bit (or better) encryption.

• Data in transit are encrypted using TLS with secure cipher suites.

• The effectiveness of the encryption is checked regularly.

3. Physical & Environmental Controls

3.1 Cloud Datacenter

• The datacenters are completely fenced with a smart fence.

• Perimeter protection systems

• The entire site is monitored by cameras. These are also equipped with a night vision function.

• Biometric authentication

• The site is monitored 24/7 by security guards.

• Datacenters have strict access and security regulations.

• All Datacenters are monitored by a Security Operation Centre

• Fire detection and protection systems

• Redundant power supply

• Climate control systems

3.2 Freightos Office

• Access control

• Division into security zones

• Fire detection systems

• Camera surveillance at server room

• Redundant power supply

3.3 Logical Access Controls

Freightos employs monitoring and logging technology to help detect and prevent unauthorized access attempts to its networks and customer systems. Freightos’s monitoring includes a review of changes affecting systems’ handling authentication, authorization, and auditing and privileged access to Freightos customer systems.

3.4 Incident Detection and Response

Freightos has established an incident detection and response process.

If Freightos becomes aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data, Freightos shall notify Customer without undue delay, and in any case, where feasible, notify Customer within 24 hours after becoming aware.

In the event of a Security Incident as described above, Freightos shall promptly take reasonable steps to contain, investigate, and mitigate any Security Incident.

4. System and Network Security

4.1 Antivirus

Antivirus software is installed on every device to protect the customer data.

4.2 Backup

A backup of each system is made daily. The backups are kept encrypted for 30 days. Access to the backups is limited to the necessary group of employees.

4.3 Log management and monitoring

The logs of all systems are stored and evaluated centrally. Anomalies are automatically reported to the responsible team. The logs are also reviewed manually on a random basis. Only responsible employees have access to the logs.

The health of the systems is monitored by monitoring tools. IDS systems warn of intrusion attempts.

4.4 Patching and Vulnerability Management

Freightos maintain a threat and vulnerability management program.

Freightos regularly patches its IT environment to ensure any security vulnerabilities in systems and applications are identified and addressed. A penetration test by an external service provider is performed annually.

4.5 Firewall

All systems are protected by a state-of-the-art firewall. In addition, an application firewall protects the customer systems.

4.6 DDOS Prevention

To ensure the availability of customer systems, they are protected by DDOS prevention systems.

5. Secure Development

A Secure Development Policy was introduced. Principles for Engineering Secure Systems are defined. A Secure Development Environment Guideline was introduced for all developers. Dev, test staging and prod environments are separated from each other. Access to the source code is limited to the necessary employees.

6 Security Training and Awareness

Employees are trained in security and data protection from day one. They receive training in security and data protection. These trainings are repeated annually. Furthermore, various Awareness campaigns are conducted throughout the year.

APPENDIX 2

Service Level Agreement (SLA)

Freightos provides services against or exceeding below Service Levels.

Number	Service element	Description and Measurement	Service Level Required Performance Standard	Critical Service Failure Threshold (per year)
1	Freightos Software not available	The software is not reachable via Web browser Monitored by external Pingdom Service	Availability 97% per Year	96%