T&C

Version September 2019

Terms and conditions Customer (“GT&Cs”) for the Platform (“Platform”)

 1 Parties to the agreement

• The parties to the agreement for the use of the Platform and the freight services provided on the Platform are Saloodo! (Refer Appendix-1 for country specific legal name) and the shipper (‘Customer’), being an entrepreneur; i.e. a natural or legal person or a partnership with legal personality who or which, when entering into a legal transaction, acts in exercise of his or its trade, business or profession. Saloodo! and Shipper are also jointly called ‘the parties’.
• With the acceptance of these GT&Cs Shipper guarantees that he is not a consumer; i.e. a natural person who enters into a legal transaction for purposes that predominantly are outside his trade, business or profession. Shipper further guarantees that he enters the agreement in pursuance of his commercial or independent professional activity.

§ 2 Subject matter

• Saloodo! provides the Platform for Shipper including all functions described in section I. of these GT&Cs and the freight services described in section II. of these GT&Cs. Saloodo! provides an online Platform (“the Platform”) that allows Saloodo!’s shippers with the need to transport shipments to choose from subcontractors of Saloodo! (“Subcontractors”) who are able to transport such shipments. The Platform digitally supports the end to end process from listing to payment processing of the offered services. The contract about the transportation services entered into under these GT&Cs (“Freight Contract”) is between Shipper and Saloodo!.
• Saloodo! may link the use of the Platform or individual functions of the Platform, or the scope in which the individual functions and services may be used, to specific conditions, e.g. checking registration details or proof of payment.
• Saloodo! provides the Platform and all functions on the basis of the current state of the art. Saloodo! may temporarily limit the use of the Platform if this is necessary with respect to capacity limits, the security or integrity of the servers or the implementation of technical measures and this is for the purposes of the proper or improved provision of the Platform services. In these cases, Saloodo! shall take the legitimate interests of Shipper into account, e.g. via information provided in advance.
• Where an unscheduled system downtime prevents Freight Contracts from being concluded or other functions of the Platform from working, the Shipper will be informed where possible by e-mail or using another suitable means.
• The Provisions in section III of these GT&Cs apply to both the Platform services and the freight services. Some clauses in section I also apply to the freight services, as indicated in the relevant clauses.

§ 3 Confidentiality, data protection

• Each of the parties undertakes to keep strictly confidential any company and business secrets and other business or technical information or knowledge relating to the other party that it obtains as part of the Platform Contract or any Freight Contract and to require their employees and any third party, where they are commissioned with the performance of the Platform Contract or the Freight Contract, to maintain the same level of confidentiality.
• Each party undertakes to observe the relevant provisions of the applicable data protection laws and to protect the data relating to the other party that is collected and stored during the performance of the Platform Contract against unauthorized third-party access and to use it only for the purposes of performing the Freight Contracts.

I. Special contractual provisions for the Platform services

§ 1 Service specification – the Platform

The Platform offers the Shipper the technical means, within the framework provided by Saloodo!, to use the Platform in order to request freight services provided by Saloodo! and its Subcontractors, to order freight services, to be informed about and order further services provided on the Platform and to communicate with Saloodo! and its Subcontractors in relation to such freight services.

§ 2 Registration, conclusion of the contract for use of the Platform and the Platform account

• The proper registration of Shipper and the maintenance of an activated account on the Platform shall be a mandatory requirement and condition for the use of the Platform in accordance with these GT&C.
• Only entrepreneurs shall be allowed to register as shipper.
• To register, Shipper must fill in the registration form made available by Saloodo! and send it to Saloodo!.
• Shipper shall specify the data truthfully and in full on the registration form. Shipper must notify Saloodo! of any changes in writing without delay.
• By submitting the registration form, Shipper issues a binding offer to conclude a contract with Saloodo! about the use of the Platform (“the Platform Contract”) which incorporates these GT&Cs. Saloodo! can confirm receipt of Shipper’s proposal by sending a registration confirmation in text form. The registration confirmation shall solely constitute information to Shipper on receipt of the registration form and shall not constitute acceptance of the offer. Should Saloodo! accept Shipper’s offer, Saloodo! sends an activation confirmation to Shipper. The conclusion of the Platform Contract shall be effected in this way and the service may be used immediately thereafter.
• Shipper shall choose a secure password after the successful activation of its account. Shipper undertakes to keep secret its password and any other access details relating to the use of the Platform and to carefully secure access to its account. Shipper informs Saloodo! immediately if it suspects that its account has been misused by any third party.
• Shipper shall be liable for all use of its account, whether authorized by Shipper or not. Where Shipper is not responsible for the misuse of its account because there is no violation of existing duties of care, Shipper shall not be liable.
• The account may not be transferred to a third party without the explicit consent of Saloodo!.

§ 3 Use of the Platform functionalities

• Saloodo! provides Shipper with functions and tools on the Platform in order to place transportation orders, to conclude Freight Contracts and for all communication regarding the offered services.
• Shipper shall only use the functions and tools provided by the Platform for the afore said communication, unless another form of communication is explicitly indicated herein or unless it is technically impossible to do so.

§ 4 Conclusion of the Freight Contract

• Shipper may place a request for a specific load on the Platform. Saloodo! may provide one price or may propose several prices for different Subcontractors (“Price”).
• Prices are binding and may be accepted by Shipper during the period indicated on the Platform in relation to such shipment.
• A Freight Contract will be formed when Shipper accepts a Price (in each case, via the Platform).
• The Shipper is under no obligation to request or accept pricing. However, its use of the Platform must be genuine and reasonable. Saloodo! may terminate the Platform Contract or block Shipper’s access to the Platform, if it rarely orders a shipment, despite repeatedly requesting prices.
• Saloodo! is under no obligation to offer a Price to Shipper.
• The individual transport orders shall be placed by Shipper with Saloodo! using the functions provided on the Platform only.
• Shipper must provide accurate and complete information about the shipment and about the pickup and delivery site, as well as all relevant information about site access, including any data necessary to contact the consignee or his representative and to send him information about the delivery time.
• Shipper must check information from Subcontractors such as information in the POD uploaded by Subcontractor, including time of Subcontractor arrival at origin and destination and challenge or correct such information within one business day.
• Shipper is obliged to adhere to the provisions of any applicable law on data protection when providing the aforementioned information. In particular, Shipper alone is obliged to obtain the consent required for the use of the data of the consignee on the Platform. By providing the data of the consignee, the shipper guarantees that he has complied with the provisions of the applicable law on data protection.

§ 5 Payment and Remuneration

• The use of the Platform is free of charge.
• The price for the freight service ordered via the Platform shall be the Price accepted by the Shipper.
• Extra charges may apply in accordance with Annex 1 (Extra Charges Schedule).
• Shipper shall pay the Prices for the ordered freight service by using a payment method offered on the Platform.
• If Shipper fails to make payment for freight services provided by Saloodo! within the agreed period, Saloodo! may terminate the Platform Contract or block Shipper’s access to the Platform.
• If Shipper chooses a payment method requiring him to provide upfront payment (prior to pick up of the shipment), but fails to do so, Saloodo! is entitled to treat the relevant Freight Contract as cancelled and charge a cancellation fee as indicated in Annex 1.
• If Shipper fails to make the shipment available for pick up in time, or cancels the Freight Contract before the shipment is picked up, the relevant cancellation fee will also be charged.
• All invoices issued by Saloodo! will be subject to VAT, if applicable.
• If extra charges apply, and Shipper has not challenged the communications from the Subcontractor on which they are based within 1 business day after having received the information via the Platform, then depending on the payment option previously selected by Shipper for such shipment, Saloodo! will either automatically debit the Shipper such extra charges or issue an invoice to Shipper for them.
• All items in Saloodo! invoices must be paid in full. No setting off or retention of amounts claimed by Shipper against Saloodo! or a Subcontractor is permitted. However, Shipper may offset claims which are finally decided or undisputed.

§ 6 Licensing rights, rights of use

• Saloodo! grants Shipper a non-exclusive licence, restricted to the term of the Platform Contract, to personally use the Platform web frontend and related mobile applications. Shipper shall not lease, confer or provide in any other way the above rights of use to a third party.
• Shipper shall not be entitled without explicit prior written consent to use, exploit or modify the “Saloodo!” trademark (words and image).
• Shipper shall comply with the usage requirements provided on the Platform, as well as with instructions that Shipper receives from Saloodo! as regards services. This shall, for example, also apply to usage and integration requirements that exist based on legal provisions or the regulations of credit card companies.
• When using the Platform and other services of Saloodo!, Shipper shall comply with the applicable laws, in particular the provisions relating to data protection and competition law.
• Shipper itself shall be responsible for archiving on its own storage medium the information which can be viewed on the Platform that Shipper requires for the purposes of performing the Freight Contracts, securing evidence, accounting, etc.
• If Shipper fails to comply with the requirements of this clause 6, Shipper shall be liable for damages that are incurred by Shipper, Saloodo! or a third party.

§ 7 System integrity

1) Shipper shall be prohibited from using mechanisms, software or other scripts in conjunction with the use of the Platform that may negatively impact or disrupt the functions of the Platform.

2) Shipper shall be prohibited from taking measures that may result in an unreasonable or excessive load on the Platform, or on the technical infrastructure associated with it.

3) Shipper shall be prohibited from blocking the content generated by the Platform, overwriting it or modifying it or tampering with it in any other way which may have an adverse effect on the content or functions of the Platform.

4) Except as permitted by clause § 6

(5) the content stored on the Platform may not be copied nor distributed, nor used or reproduced in any other way without the prior consent of the legal owner. This shall also apply to copying using “robot/crawler” search engine technologies or using other automated mechanisms.

§ 8 Measures by Saloodo! in the event of violations of rights by Shipper

In addition to any rights it may have under applicable law, Saloodo! shall be entitled to take one or more of the following measures if there is reason to suspect that Shipper has violated legal provisions, these GT&C or specifications relating to the Platform or the Freight Contract, or if Saloodo! has any other legitimate interest, particularly as regards the protection of party against fraudulent activities:

1. Issue a warning to Shipper;
2. Reduce/limit the use of the Platform’s functions;
3. Impose a temporary block;
4. Impose a permanent block.

§ 9 Liability

1) Saloodo! shall only be liable for the infringement of essential obligations, the infringement of which jeopardizes the achievement of the purpose of the Platform Contract, or of which the observance is vital for the proper performance of the Platform Contract, and on whose compliance the Shipper can normally rely (“cardinal obligation”). In the case of infringement of a cardinal obligation Saloodo! shall only be liable for foreseeable loss/damage which would reasonably be anticipated in a typical case under the Platform Contract and in no event exceed USD 2,722 or equivalent in local currency . The above limitation of liability shall not apply in the case of:

1. damage caused by intent or gross negligence,
2. or personal injury (to life, limb or health).

2) Saloodo! shall not be liable if the circumstances substantiating a claim asserted against Saloodo!

1. relate to an unusual and unforeseeable event over which Saloodo! has no influence and the consequences of which could not have been avoided despite exercising due care, or
2. have been caused by Saloodo! based on a statutory obligation.

3) Furthermore, Saloodo! shall not be liable for any downtime or incidents in the technical infrastructure, which are based on unforeseeable events for which Saloodo! cannot be held responsible (force majeure). Force majeure shall be deemed in particular to be wars, unrest, natural disasters, re, sabotage attacks by a third party (e.g. those caused by computer viruses), power failures, official orders, strikes or other measures of industrial dispute and the failure or restriction of services of communication networks and gateways of other operators.

§ 10 Contract term and termination

1) The term of the Platform Contract shall commence on the date on which Saloodo! confirms its registration to Shipper (access) and shall have a term of an indefinite period (“contract term”).

2) The parties may terminate the Platform Contract at any time by giving one (1) weeks’ written notice to the other party at any time. Upon termination, all rights and obligations of Shipper from the GT&C shall cease to be valid. Termination will not affect any Freight Contracts concluded prior to the date of termination. The Shipper shall continue to have access to the functions of its account needed for this reason for up to four weeks after the termination takes effect.

3) The right to terminate the Platform Contract for good cause shall be unaffected. Saloodo! shall have the right to termination for good cause, in particular if:

1. Shipper is in liquidation or insolvency proceedings are initiated with respect to Shipper’s assets, or if Shipper sells all or parts of its assets, its company or its business outside the normal business process, or
2. Shipper has provided incorrect information about its financial situation, where this information is particularly important as regards the decision made by Saloodo! on whether to enter into the Platform Contract, or
3. The financial situation of Shipper deteriorates significantly, whereby the payment of amounts or the fulfilment of other obligations vis-à-vis Saloodo! is questioned.

4) Either party shall be entitled to termination for good cause only after the expiry of a reasonable period of time granted to remedy the breach or if a warning letter from the other party failed, unless this time period or warning letter can be dispensed with under applicable law due to the specific circumstances of the individual case.

§ 11 Exercise of rights by third party, transfer of the Platform Contract

• For the purpose of performing the Platform Contract Saloodo! may use other companies or in house branches as vicarious agents.
• Saloodo! is also entitled, with a notice period of four (4) weeks and within the legally admissible framework, to transfer its rights and obligations from this the Platform Contract in whole or in part to a third party. In this case, Shipper shall be entitled to immediately terminate the Platform Contract.

§ 12 Jurisdiction, applicable law

• The Platform Contract shall be subject to the laws of specific country (Please refer to Appendix 2)
• The place of jurisdiction for any and all disputes arising from the Platform Contract shall be specific to country (Please refer to Appendix 2).

II. Special contractual provisions for the freight services

§ 1 Service specification

• The service covers national and cross border road freight transports (“Services”) only. Supply or replacement of pallets or other loading means is not covered by the Freight Contract. The products which are prohibited for transport are listed in Annex 2.
• Saloodo! does not agree on binding delivery times. Saloodo! will use reasonable efforts to keep to requested time windows, but these as well as the pick-up date and the delivery date are not guaranteed or binding. Shipper and consignee should therefore ensure that pick-up and delivery sites are open during normal working hours, even outside the preferred time windows and pick-up and delivery dates.
• In case of system downtime the Shipper is obliged to provide relevant information to Saloodo! where possible by e-mail or using another suitable means.

§ 2 External Trade Rules

Shipper guarantees that all applicable customs, export control, and other laws and regulations which apply to any shipment have been complied with and that neither the receipt nor the delivery of any shipment exposes Saloodo! to the risk of any sanctions violation, such as but not limited to the European Union and the United States of America (collectively “Sanctions”) or violate other trade restrictions or prohibitions. Shipper guarantees in particular, that

• The shipment does not include any goods which appear on any applicable list of prohibited goods; and
• Delivery of the shipment will not result in any funds or economic resources being made available to any individual or entity which is listed or designated in any Sanctions. The Shipper shall irrevocably and unconditionally hold Saloodo! fully harmless from and keep Saloodo! fully indemnified against all and any losses, damages, fines and expenses whatsoever which it may suffer arising or resulting from any breach by the Shipper.

Sanctions- and Export Control Compliance

The Shipper shall ensure compliance with all applicable export control and sanctions laws and regulations (“Export Laws”) and warrants in particular that:

• neither Shipper, any holding company, agents, Consignee or any other third party directly contracted by Shipper for the delivery of the shipment are listed on any applicable sanctions lists as a denied or restricted party;
• the delivery of the Shipment to its final destination, any known end-user and end-use do not constitute a breach of any applicable Export Laws;
• Shipper will inform Saloodo! should the shipment be subject to any applicable sanction and/or export/re-export restrictions under applicable Export Laws;
• Shipper has obtained all necessary permits, licenses or other government authorizations required for the delivery of the shipment to its final destination and end-use.
• Shipper shall provide Saloodo! with all information, including permits and licenses, required by applicable Export Laws to permit Saloodo! to further the delivery of the shipment to the final destination country.

§ 3 Liability

• Unless mandatory provisions to the contrary (e.g. CMR) are applicable, Saloodo! shall be liable for all the services it provides in accordance with the STC of country specific legal name attached hereto in Appendix 3.
• Saloodo! also uses electronic means for receipts, by which the printed name is documented along with the digitized or electronic signature of the consignee or the person authorized to receive the shipment. The Shipper hereby accepts this form of confirmation of receipt and expressly waives the right to contest receipt of the goods with reference to this form of confirmation of receipt.
• Saloodo! shall under no circumstances whatsoever be liable to the Shipper for any loss, claim, costs, damage, indemnity or expenses of any indirect or consequential nature suffered by the Shipper including, but not limited to, any indirect or direct economic loss or loss of business, goodwill, market share or profits howsoever arising, including due to Saloodo!’s negligence.

§ 4 Jurisdiction, applicable law

• The Freight Contracts shall be subject to the laws of specific country (Please refer to Appendix 2)
• The place of jurisdiction for any and all disputes in relation to international transports and to any national transports shall be specific to country (Please refer to Appendix 2). In case of international transports that place of jurisdiction shall be deemed as an additional place of jurisdiction pursuant to Article 31 CMR.
• 5 Pallet exchange

Saloodo! will not carry out any exchange of pallets.

III. Miscellaneous

Saloodo! shall notify Shipper of any changes to these GT&Cs in text form (e.g. via the Platform or by e-mail, post) (“notification of changes”). The changes shall take effect visà-vis Shipper and the contractual relationship shall continue under the changed conditions if Shipper does not object to these changes within one (1) week after receiving the notification of changes by means of written notification to Saloodo!. This deadline shall be deemed to have been met so long as the objection is sent to Saloodo! within this time period. Saloodo! shall specifically point out to Shipper in the written notification of changes the above consequences of failure to object. Should any individual provisions of these GT&Cs be or become ineffective, the validity of the remaining provisions shall remain unaffected. The parties undertake in this case to agree on an effective replacement provision which most closely approximates to the ineffective provision or the intended purpose of the ineffective provision. The same shall apply to contractual omissions. No verbal side agreements to these GT&Cs have been made.

Annex 1 Extra Charges Schedule

• If due to an agreement with the Shipper or due to reasons which lie outside of the sphere of risk of Saloodo!, the Subcontractor waits beyond the time for loading and/or unloading as regulated below, the Shipper is obliged to pay an additional amount for waiting time (demurrage) ( Refer Appendix 4- Country Specific information) .
• If the Shipper cancels the Freight Contract not based on reasons within the sphere of risks of Saloodo! less than 24 hours before the agreed pick up time the Shipper is obliged to pay 50% of the agreed Price; if the cancellation is declared not later than 12 hours before the agreed pick up time and 70% of the agreed freight if the cancellation is declared later than 12 hours before the agreed pick up time; and 100% of the agreed freight if the cancellation is declared after the Subcontractor has arrived at pick up location.
• Any Toll charges, Border charges, Government charges will not be included in the quoted prices and be billed at actual cost incurred against official receipts. Quoted charges are only freight charges.

Annex 2 Permitted goods, banned goods, duty to inform

In case of valuable or theft-sensitive goods, the Shipper must inform Saloodo! in the request for a specific load regarding the type and value of the goods and the current risks involved to enable Saloodo! to assess whether or not to provide a price and take appropriate measures for the safe and damage-free completion of the transport. Valuable goods are classified as those that, at the time and place of taking over, have an actual value as specified by country (Kindly refer below table). Without such notice and an approval of Saloodo! in text form goods with a total value as specified by country ( Kindly refer below table)  are excluded.

Appendix 1: Country Specific Legal Entity

Appendix 2: Specific Country Laws

Appendix 3: STC of DHL Global Forwarding

Appendix 4: Country Specific information

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