T&C

 Version September 2024

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

I. Introduction

§ 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! GmbH (“Saloodo!”) and the carrier (‘the Carrier”), being an entrepreneur within the meaning of section 14 (1) BGB. An entrepreneur within the meaning of section 14 (1) BGB means 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 the Carrier are also jointly called ‘the parties’.

§ 2 Subject matter

1) Saloodo! provides the use of the Platform for the Carrier including all functions described in section I. of these GT&Cs. The Carrier provides the transportation services described in section II. of these GT&Cs. Saloodo! provides the Platform that allows carriers, who provide transportation services to list their services on the Platform. 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 Carrier and Saloodo!.

2) 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.

3) 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 the Carrier (Section 315 BGB) into account, e.g. via information provided in advance.

4) Where an unscheduled system downtime prevents contracts from being concluded or other functions of the Platform from working, the Carrier will be informed where possible by email or using another suitable means.

5) The Provisions in section III of these GT&Cs apply to all sections of these GT&Cs. Some clauses in section I also apply to the freight services, as indicated in the relevant clauses.

II. Special contractual provisions for the Platform services

§ 1 Service specification of the Platform

The Platform offers the Carrier the technical means, within the framework provided by Saloodo!, to use the Platform in order to inform itself about requests for freight services placed by Saloodo!’s customers, to offer such freight services to Saloodo! for its customers and to communicate with Saloodo! and its customers in relation to such freight services.

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

1) The proper registration and checking by the Carrier 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&Cs.

2) Only companies within the meaning of Section 14 (1) BGB shall be allowed to register as Carrier.

3) To register, the Carrier must complete the on-line registration form on the Platform and submit it.

4) The Carrier shall specify the data truthfully and in full on the registration form. The Carrier must notify Saloodo! of any changes in text form or by updating its information on the Platform without delay.

5) By submitting the registration form, the Carrier 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 the Carrier’s proposal by sending a registration confirmation in text form. The registration confirmation shall solely constitute information to the Carrier on receipt of the registration form and shall not constitute acceptance of the offer. Should Saloodo! accept the Carrier’s offer, Saloodo! sends an activation confirmation to the Carrier. The conclusion of the Platform Contract shall be affected in this way and the service may be used immediately thereafter.

6) The Carrier shall choose a secure password after the successful activation of its account. The Carrier 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. The Carrier undertakes to inform Saloodo! immediately if it suspects that its account has been misused by any third party.

7) The Carrier shall be liable for the use of its account, whether authorized by Carrier or not. Where the Carrier is not responsible for the misuse of its account because there is no violation of existing duties of care, the Carrier shall not be liable.

8) The account may not be transferred to a third party without the explicit consent of Saloodo!.

§ 3 Use of the Platform functionalities

1) Saloodo! provides Carrier with functions and tools on the Platform to permit it to place Carrier Bids, to conclude Contracts and for all communication regarding the offered services (e.g. communication of arrival times).

2) Carrier shall only use the functions and tools provided by the Platform for the aforesaid communication unless another form of communication is explicitly indicated herein or unless it is technically impossible to do so.

§ 4 Conclusion of the contract for Freight services

1) The Carrier is under no obligation to place an offer for specific loads indicated by Saloodo! (“Carrier Bid”).

2) Saloodo! is under no obligation to request or to accept a Carrier Bid. Saloodo! is free to accept or reject any Carrier Bid, at its entire discretion.

3) The Carrier may place a Carrier Bid on the Platform.

4) A Carrier Bid in relation to a specific shipment is binding and may be accepted by Saloodo! during the period indicated on the Platform in relation to such shipment. Saloodo!’s sole duty is to communicate its acceptance or rejection to Carrier within such period.

5) A freight contract will be formed when Saloodo! accepts a Carrier Bid in writing (e.g. via the Platform or by e-mail).

§ 5 Licensing rights, general principles for using the Platform

1) Saloodo! grants the Carrier a non-exclusive licence, restricted to the term of the Platform Contract, to personally use the Platform web frontend and related mobile applications and to use the API interface (including all updates, upgrades, new versions and replacement software) in accordance with the relevant applicable licence documentation. Upon request, Saloodo! provides the Carrier with the licence documentation. The Carrier shall not lease, confer, or provide in any other way the above rights of use to a third party.

2) The Carrier shall not be entitled without explicit prior written consent to use, exploit or modify the “Saloodo!” trademark (words and image).

3) The Carrier shall comply with the usage requirements provided on the Platform, as well as with instructions that the Carrier receives from Saloodo! as regards services. This shall, for example, also apply to usage and integration requirements that exist based on legal provisions.

4) When using the Platform and offering freight services to Saloodo! the Carrier shall comply with the relevant applicable provisions of the Platform for offering freight services, in particular the requirements for offering its services in accordance with section II. below and shall comply with the applicable laws, in particular the provisions relating to data protection and transportation law.

5) The Carrier itself shall be responsible for archiving on its own storage medium the information which can be viewed on the Platform that the Carrier requires for the purposes of performing the freight contracts, securing evidence, accounting, etc. The Carrier agrees that Saloodo! may save any information shown on the Platform but is not obliged to do so.

6) If the Carrier fails to comply with the requirements of this clause 5, the Carrier shall be liable for damages that are incurred by the Carrier, Saloodo! or any third party.

§ 6 System integrity

1) Saloodo! ensures that its information security is in line with International Standard Organization ISO 27001/2013. This means that Saloodo! implemented appropriate security measures to protect its IT-systems, such as anti-malware (including preventive and protective measures) and log management and monitoring solutions. This is Saloodo’s entire obligation regarding the security of the Carrier’s Information and Saloodo!’s IT-systems in connection with the Carrier’s use of Saloodo’s Services. The Carrier is responsible for maintaining back-up copies of its Information and protecting its own IT-Systems.

2) The Carrier 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.

3) The Carrier 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.

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

5) The Carrier is obliged to protect the Platform against unauthorized access by third parties, against the unauthorized sending and receiving of data or against comparable misuse and against loss, destruction or damage to data, insofar as this is possible within his sphere of influence. In particular, he will keep his passwords and other access data secret and not pass them on to third parties.

6) The Carrier and third parties attributable to him are not permitted to:

– carry out security tests (e.g. pen tests), performance tests (e.g. load tests), stress tests or similar tests on the Platform or its individual functions,

– reverse engineer, decompile, disassemble or derive the source code, the underlying ideas, algorithms, structure or organizational form of the Platform or its individual functions;

– carry out any of the following actions, which are collectively referred to as “cyber attacks”:

• preventing, damaging or taking measures that endanger the accessibility, functionality or security of the Platform or individual functions;
• disrupt, change or deactivate functions, functionalities or security controls of the Platform or individual functions;
• bypass, avoid, remove, deactivate or otherwise circumvent protective mechanisms of the Platform or individual functions;
• introduction of viruses, Trojans, worms, logic bombs or other technologically harmful or malicious materials or implementation of (distributed) denial-of-service attacks or other hacker attacks;
• Obtain information illegally (e.g. through phishing or (social) pharming), or illegally use or employ authentication keys or user credentials such as usernames, passwords, credit card information of third parties;
• engage in corporate espionage in order to obtain data and / or information (in particular data and / or information that constitutes business or trade secrets) by engaging in one of the above actions.

7) Except as permitted by clause § 5 (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.

§ 7 Measures by Saloodo! in the event of violations of rights by the Carrier

1) 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 the Carrier has violated legal provisions, these GT&C, specifications relating to the Platform or the Contract, or if Saloodo! has any other legitimate interest, particularly as regards the protection of a party against fraudulent activities:

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

2) Saloodo! may disclose to its customers the identity and performance criteria (e.g. reaction times, overall satisfaction) of the Carrier. The Carrier’s performance and its use of the Platform will also be monitored by Saloodo!. If general Carrier performance is low, or if the Carrier is not using the Platform correctly or in good faith, Saloodo! may cancel Carrier’s use of the Platform.

§ 8 Liability

1) Saloodo! shall only be liable for the infringement of essential obligations, the infringement of which jeopardises 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 Carrier 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. The above limitation of liability shall not apply in the case of

1. damage caused by intent or gross negligence,
2. personal injury (to life, limb or health).
3. as well as obligations guaranteed by Saloodo! (Garantieübernahmen).

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, fire, cyber-attacks by a third party (e.g. those caused by computer viruses or denial-of-service attacks) or other information security related threats, 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.

§ 9 Contract term and termination

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

2) Each party may terminate the Platform Contract at any time by giving one (1) week written notice to the other party at any time. Upon termination of the Platform Contract, all rights and obligations of the Carrier from the GT&C shall cease to be valid. Termination will not affect any Freight Contracts concluded prior to the date of termination. The Carrier 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. The Carrier is in liquidation or insolvency proceedings are initiated with respect to Carrier’s assets, or if Carrier sells all or parts of its assets, its company or its business outside the normal business process, or
2. The Carrier 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 Carrier deteriorates whereby the return 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.

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

1) For the purpose of performing the Platform Contract Saloodo! may use other companies or inhouse branches as vicarious agents.

2) 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 the Platform Contract in whole or in part to a third party. In this case, Carrier shall be entitled to immediately terminate the Platform Contract.

§ 11 Jurisdiction, applicable law

1) The Platform Contract shall be subject to the law of the Federal Republic of Germany.

2) The place of jurisdiction for any and all disputes arising from the Platform Contract shall be Bonn, Germany.

III. Special contractual provisions for the freight services

§ 1 Scope

1) These freight terms (these “Terms”) shall apply to all services provided to Saloodo!, for the carriage of goods in national and international road transport (the “Services”) by Carrier and ordered via the Platform.

2) The application of the Carrier’s own standard terms and conditions, in particular, any local terms and conditions of Freight Forwarders such as the ADSp, Fenex or RHA is excluded.

3) For cross border transport, the conditions of the Convention on the Contract for the International Carriage of Goods by Road (CMR) will apply.

§ 2 Carrier’s obligations

1) The Carrier shall comply with all applicable laws. The Carrier certifies that it has reviewed and understood Deutsche Post DHL’s Supplier Code of Conduct (“CoC”) at https://www.dpdhl.com/en/about-us/code-of-conduct/supplier-code-of-conduct.html and warrants that it will comply with it, as amended from time to time. The Carrier agrees to train its employees to ensure compliance with the CoC. The Carrier agrees that Saloodo! is entitled to perform a compliance audit on the Carrier if Saloodo! has reason to believe that the Carrier has materially failed to comply with the CoC. The Carrier also agrees to complete a compliance screening (third party due diligence) at Saloodo!’s request. The Carrier is obliged to undertake legally required appropriate risk analyses to determine human rights and environmental risks, and to permit and adequately support such risk analyses carried out by Saloodo!.

2) The Carrier will ensure that the goods are accepted on time, within the agreed time window at the loading point, carried and delivered on time and free from loss and damage, to the consignee at the destination. It will notify Saloodo! immediately of any hindrances to taking over, carriage and delivery and of any delays which become apparent and any loss or damage of the goods and of all other interference with and threats to transport, including when these are the result of circumstances which the Carrier could not avoid, and will seek the instructions of Saloodo!. In the event of an accident, fire or theft, the local police authorities must always also be notified. The information described in this section shall also be transmitted via the Platform by the Carrier.

3) While the services are being performed, only the employees who are required to be in the vehicle in order to perform the services are permitted to be in it.4) The Carrier will assume responsibility for the securing of the goods on the vehicle.  The Carrier is obliged to provide the load securing devices. The Carrier is obliged to supervise the loading and must ensure that the loading is consistent with the safe operation of the vehicle.

5) Guarded parking spaces or enclosed private property are to be used if a vehicle is parked and left unattended, particularly during rest periods as well as at weekends. The parked vehicle is to be locked and secured. Furthermore the Carrier certifies that it has reviewed and understood the security requirements at https://www.dhl.com/content/dam/dhl/global/dhl-freight/documents/pdf/dhl-freight-minimum-security-requirements-EN.pdf and warrants that it will comply with the security requirements, as amended from time to time.

6) Transshipping of the goods as well as for booked complete loads, the taking over of any further goods is strictly prohibited unless Saloodo! has given its written consent in advance.

7) The Carrier will fully and accurately record the acceptance and delivery of the goods both on the transport documents and using the Platform. The Carrier will upload proof of delivery to the Platform within one working day from delivery. The Carrier will keep proof of delivery for four years from date of delivery and is obliged to provide Saloodo! with this delivery receipt within seven calendar days of request by Saloodo!. When goods are accepted, and at each subsequent interface, the Carrier will check the goods for completeness (number of packages) as well as for externally visible damage and broken seals and closures and will record any irregularities in writing on the transport documents and via the Platform. The Carrier will ensure that irregularities that occur are confirmed by the party from whom it has accepted the goods and by the party to whom it hands the goods over, in writing and giving the details. An interface is any transfer of the goods from one legal entity to another as well as the delivery at the end of any leg of a route.

8) The Carrier shall ensure that the driver complies with the requirements of the shipper/receiver which are applicable at the place of loading and at the destination, such as house rules, hygiene or security requirements.

9) The subcontracting of the services or part thereof requires the prior written consent of Saloodo! In the event that the Carrier subcontracts the Services or any part thereof, the Carrier shall remain liable to Saloodo! as if the Carrier had provided the Services itself. Any agreement that the Carrier may subcontract any of the Services or part thereof shall not relieve it of any of its liabilities or obligations under the terms of the Freight Contract. Third tier subcontracting is strictly prohibited. The Carrier is not permitted to use freight exchanges to subcontract orders.

10) If the Carrier does not comply with the agreed obligations, Saloodo! will also be authorized to commission a third party to perform the Services. The Carrier will refund to Saloodo! any additional costs incurred.

11) In case of system downtime the Carrier is obliged to provide the relevant information to Saloodo! where possible by E-Mail or using another suitable means.

§ 3 Vehicles used

1) The Carrier will only use vehicles that are in a technically sound, clean and roadworthy condition and that undergo repair and maintenance at the legally required intervals or any shorter intervals recommended by the manufacturer. In addition the loading space must be dry, free of dust, odorless and waterproof. The booked loading space must be empty.

2) Only vehicles that comply with the current standards, in particular the current European emission standards are permitted. All vehicles must have a top speed limiter, idle cut-out, low rolling resistance tires, automated manual transmission, permitted aerodynamic enhancements and where applicable, flat walled loading equipment (swap bodies, semi-trailers). Within 12 months from the market introduction of a new emission class with higher requirements, all vehicles used for performing the Services for Saloodo! shall comply with this new emission class. Saloodo! prefers the use of environmentally friendly technologies. This includes trucks with alternative drive systems such as CNG, LNG, Electric or fuel cell as well as their respective hybrid versions.

3) Only vehicles that offer protection against the effects of the weather and that have the necessary load securing equipment may be used so that the goods are secured against loss or damage at all times, in particular against access by unauthorized persons.

4) The vehicles must be fitted with a mobile receiver (e.g. a smartphone or a comparable device) with internet access and GPS functionality that is activated during the time the Services are being provided. The Carrier must always inform Saloodo! of the current telephone numbers. The carrier must ensure that the driver is accessible by phone at all times and to the extent that this is possible for him safely and in compliance with the relevant laws, he must check the mobile app for updates and new communications at regular intervals and update the current shipment status in the platform or in the mobile app as defined below without delay:

a. Assign driver (optional)
b. Confirm taking over of the goods
c. Confirm delivery of the goods

§ 4 Other obligations of the Carrier

1) The Carrier warrants that it holds the necessary permits (e.g. Community license/EU-Licence, third country permit, CEMT permit, Swiss license, GüKG-permit) in accordance with the applicable law. The Carrier will immediately notify Saloodo! of the loss or refusal of a necessary permit. Moreover, the Carrier will present, at Saloodo!’s request, the necessary permits and authorizations, a copy of its entry in the commercial register and/or proof of its registration as a business If the services are subcontracted in accordance with section 2.9, the Carrier is obliged to check before commissioning the subcontractor whether the subcontractor holds the permits and authorizations specified in sentence 1 of section 4.1 and must present these to Saloodo! on request.

2) In the event that the Carrier and Saloodo! agree that the Carrier will provide services for Saloodo!, the Carrier warrants that it is sufficiently equipped in terms of its human and material resources and its operational organization to be able to perform the agreed services in compliance with the applicable working time regulations for crews of vehicles (e.g. social legislation: Regulation (EC) 561/2006) and driver regulation).Even in the event of unforeseeable obstacles to transport or delivery or other disruptions to the transport process, the Carrier will take all necessary measures to ensure compliance with these regulations.

3) The Carrier will guarantee for itself, and on behalf of any subcontractor used in the performance of the Services, that the Services will be executed in accordance with the statutory provisions applicable to its employees, in particular in compliance with the social welfare provisions and the applicable laws on minimum wages. The Carrier will guarantee to Saloodo! for itself, and on behalf of any subcontractor used in the performance of the Services that:

1. all employees engaged in the execution of the Services will receive the correct and legal salary and benefits in compliance with current applicable legislation and the provisions of any collective bargaining agreements in force for the categories of which they form part;
2. it has not been sanctioned in the past by a public authority or a court as a result of violations relating to payment of salaries and benefits or social security contributions;
3. it has never been excluded from public contracts for this reason.

4) Carrier will also conclude identical or at least similar agreements with its subcontractors and will pay them remuneration that allows them to pay their employees the minimum wage and social security contributions.  It will grant Saloodo! the right to check compliance with all applicable statutory provisions at any time. These checks may be carried out either by Saloodo! or by a third party on Saloodo!´s behalf. The Carrier will assist in these checks and work closely with Saloodo! or the third party appointed by Saloodo!. The Carrier will provide documentary evidence of compliance with the applicable legal provisions upon request. If, due to requirements imposed by Saloodo!, the Carrier runs the risk of noncompliance with these legal obligations, in particular with the driving and rest hours, it will immediately bring this fact to Saloodo!´s attention in writing. The Carrier must immediately inform Saloodo! about the start of any official measures including criminal or administrative proceedings against the Carrier or its vicarious agents including subcontractors, insofar as these are related to the provision of the services for Saloodo!. This applies in particular to measures or investigations for property or traffic offences, for violations of social regulations and other labor law regulations including minimum wages. The carrier will notify Saloodo! immediately if sanctions or exclusions as mentioned in § 4 3) 2. and 3. above occur.

5) The Carrier will adhere strictly to the relevant provisions on the transport of hazardous goods. In the event that hazardous goods have to be carried it will, where necessary, use only personnel and vehicles that have an ADR training certificate and are equipped to carry hazardous goods in accordance with the applicable regulations for the carriage of hazardous goods, e.g. ADR. The Carrier will, if necessary, ensure that the required protective clothing is worn. The Carrier will furthermore adhere strictly to any applicable rules on cabotage transports.

6)  When transporting food, the Carrier must comply with the food law requirements applicable to it as a food business operator.  In addition, the Carrier warrants to use only suitably dressed employees who have received regular training in personal, product and transport hygiene when transporting foodstuffs, IFS food products and IFS non-food products (as defined in the current IFS Logistics Standard Part 1, Annex 4). Further, the Carrier warrants to comply with all requirements of the current IFS Logistics Standard (Part 2, Chapter: 3.1-2, 4.1-3, 5.3-6, 6.3, available at: http://www.ifs-certification.com -> Standards -> IFS Logistics) applicable to transport in order to guarantee the safety of foodstuffs, IFS food products and IFS non-food products during transport and to avoid health risks for the consumer.

7) For security reasons there may be video surveillance at the loading and unloading point. The Carrier will ensure that his employees are informed about the possibility of video surveillance.

8) The Carrier will only use employees with the necessary knowledge and capabilities and the required reliability for carrying out the Services. It will train its employees regularly, especially with regard to carrying the necessary documents and complying with the applicable legal requirements, and also notify them that illicit drug consumption is prohibited. It will only employ persons who hold the required driving license and the required professional driver’s qualification. The employees must be well presented when they meet Saloodo!’s customers, Saloodo!’s employees, and must be able to speak the language in the country of origin and/or destination of the transportation and/or English if possible.

9) The Carrier shall be responsible for the reliability of its vicarious agents and shall verify this using suitable documents. If requested, Carrier shall demonstrate the reliability of its company and of its vicarious agents. Persons who have previous convictions for relevant criminal offenses may under no circumstances be used to fulfill the contractual service (for example, property offenses, in particular, theft, embezzlement or robbery, traffic offenses or relevant offences against drugs laws).

10) Drivers must be identifiable by a company ID card while carrying out the Services, and while they are on the premises of third parties, they must display their ID card in accordance with the access control rules there.

11) The Carrier will, on demand and at short notice, provide Saloodo! with a list of the names of the subcontracted carriers used, and notify it of any changes to the lists. In addition, in the event of a legitimate interest from Saloodo!, the Carrier must inform Saloodo! on request which driver (full name and business address) has been used by it or its subcontractor for a particular transport. A legitimate interest of Saloodo! exists, for example, if there are complaints about improper behavior or a violation of applicable house or yard rules or if there are indications of legal violations or criminal behavior. If there are such complaints or indications, Saloodo! is also entitled to refuse further use of the driver for the provision of the services. Saloodo! is authorized to save and use the data for contractually agreed purposes in accordance with the applicable data protection law.

12) The Carrier will carry on each journey all legally required documents and on request hand them and the other documents mentioned in Clause 4.1 – 4.11 above as well as documents proving the qualification of the drivers proof of driver qualification any required supporting documents over to Saloodo! for checking. The documents mentioned in Clause 4.1 sentence 1 must not be shrink-wrapped or covered in a similar way by a non-removable protective film. Moreover, the Carrier will authorize Saloodo! and any third parties commissioned by Saloodo! to perform vehicle checks at any time. The Carrier will issue corresponding general instructions to its employees. If faults are determined in the course of checking the documents, the vehicle or the employees, Saloodo! can refuse an employee or to have the vehicle loaded and demand their immediate replacement by an employee or vehicle that meets the requirements of the Contract or Saloodo! may simply terminate the Contract with immediate effect. The Carrier is obligated to pay compensation for any damage incurred by Saloodo! through the violation of the obligations of this paragraph.

13) The Carrier will strictly adhere to the patent rights, utility model rights, trademark protection and all other rights of Saloodo! and its affiliates to protect the ownership, in particular in terms of dealing with its logo, brands etc. and will avoid any impairment or improper use and will only use such logos, brands etc. as agreed with Saloodo! and in accordance with Saloodo!’s instructions.

14) The Carrier confirms that it will observe all applicable export control laws and regulations and will not maintain any relationships with persons or organizations subject to restrictive economic measures by relevant national governments or international organizations for export control and economic sanctions purposes. The Carrier represents and warrants that it is not owned, affiliated or otherwise controlled (whether directly or indirectly) by a Denied Party and it will not engage, deploy or use any Denied Party as employees, subcontractors or agents for the delivery of Products or the performance of the Services to Saloodo!. The Carrier confirms that it will not transit through countries that are subject to comprehensive sanctions by the EU, the US or the UN. Furthermore, the Carrier shall comply with all other instructions issued by Saloodo! concerning the final destination and end-user/end-use of the goods. Military goods must not be transported through countries subject to arms embargoes.

15) At the request of Saloodo!, as far as legally permissible, the Carrier will electronically send or make available all information and documents, including freight accompanying documents, billing documents, contract documents, EU licenses, documents relating to damage via the applications provided by Saloodo! for these purposes. The Carrier ensures that all information it transmits via these applications is complete, correct and accurate.

16) The Carrier undertakes to use foreign drivers from third countries only if they are in possession of a valid residence title -Aufenthaltstitel- (e.g. in accordance with Section 4 Para. 3 of the German Residence Act), or a temporary residence permit –Aufenthaltsgestattung- or a short-term permit –Duldung- entitling them to take up employment, or if they do not require such permit, or are in possession of a valid driver’s license issued by a national authority (e.g. in accordance with Article 5 of Regulation (EC) No 1072/2009). Clause 4.12 of these Terms shall also apply in this case.

17) If requested, the Carrier will, whenever Saloodo! performs an inspection, hand over to Saloodo! for checking all documents it is required to carry. The Carrier undertakes to issue appropriate general instructions to its staff.

§ 5 Charges

1) The Carrier Bid is an all-inclusive price.

2) Saloodo! will pay the agreed freight plus further agreed surcharges. If several delivery attempts are necessary for reasons for which the Carrier is not responsible, the Carrier shall only receive additional remuneration if he has notified Saloodo! of each failed delivery attempt prior to leaving the place of delivery. In this case, from the third delivery attempt, he will receive a fee of € 20,00 for each attempted delivery.

3) The settlement of the freight charges is subject to the communication of pickup and delivery times and uploading on the Platform by Carrier of the following confirmations from the consignee:

1.  a complete and legible delivery receipt that is properly made out (with the signature of the consignee, as well as the time of Carrier arrival) as well as
2.  a confirmation from the consignee that either no pallet exchange has taken place at the place of unloading (“Non-Exchange Confirmation”) or confirmation of the number of pallets so exchanged (“Exchange Confirmation”).

4) Once the requirements of Clause 5 3) above are met, Saloodo! will provide the Carrier with a self-billing invoice in accordance with sect. 14 (2) sentence 2 German VAT Act. Carrier must check and communicate potential corrections of the invoice via the Platform within one working day. As from that moment, the self-billing invoice is considered as approved and final and no further objection to it by the Carrier is possible. The Carrier may not issue an invoice to Saloodo!. The Carrier hereby declares either that he does not fall under the scheme for small undertakings according to Art. 281 – 292 Council Directive 2006/112/EC or that he renounces the application of the simplification rule.

5) Saloodo! will make payment of any undisputed freight charges within 14 days of uploading of delivery receipt and the Non-Exchange Confirmation or the Exchange Confirmation, as applicable. If an Exchange Confirmation has been uploaded Saloodo! will deduct from the freight charges an amount of € 14,00 per pallet which according to the Exchange Confirmation has been received by Carrier at the place of unloading. If neither a Non-Exchange Confirmation nor an Exchange Confirmation has been uploaded Saloodo! will make payment of the undisputed freight charges within 28 days of uploading of the delivery receipt but will deduct an amount of € 14,00 per pallet which has been taken over by the Carrier at the place of loading. Carrier shall ensure that its payment details are always accurate.

6) Any claims of the Carrier in the event that Saloodo! cancels a freight order are excluded.

7) Any claims by the Carrier for demurrage are excluded unless the waiting time exceeds the waiting time specified below, in which case Saloodo! is obliged to pay an amount of € 17,50 per 30 minutes, beginning after 30 minutes extra waiting time (demurrage), provided that the waiting time is either not due to reasons within the control of the Carrier or is agreed with Saloodo!. The waiting period must be confirmed in writing by the consignor or consignee.

The time for loading and unloading – irrespective of the number of shipments per loading or unloading location – shall be for goods of any kind loaded on pallets

1. up to ten Europallet storing positions: maximum 30 minutes,
2. up to twenty Europallet storing positions: maximum 60 minutes,
3. more than twenty Europallet storing positions: maximum 90 minutes.

In all other cases, for goods (excluding bulk goods) with a handling weight

1. up to three tons: maximum 30 minutes,
2. up to seven tons: maximum 60 minutes,
3. more than seven tons: maximum 120 minutes.

8) The arrival times and the duration of the waiting time must be documented by Carrier via the Platform on the same day as they occurred. If this is not documented on the same day the Carrier cannot claim any remuneration for demurrage.

9) Claims in excess of the agreed remuneration for deviations in the goods to be transported from the specifications in the freight contract are only permitted in the case of more packages or higher consignment weights or bigger shipments. Claims must be made to Saloodo! within three (3) days of delivery and must include proof of the deviations.

§ 6 Liability and Indemnification

1) Under its liability vis-à-vis Saloodo!, the Carrier will indemnify Saloodo! against any claims made under civil law against Saloodo! as a result of the Carrier’s conduct or that of its vicarious agents. Under its liability vis-à-vis Saloodo!, the Carrier will indemnify Saloodo! in particular, upon first written request, against any claims made by third parties under civil law that arise from alleged violations by the Carrier or a sub- contractor of the obligation to pay the minimum wage or social security contributions or from any breach by Carrier of the CoC. Third parties within the meaning of para 6 clause 1), sentence 2, are in particular employees of the Carrier or a sub-contractor.

2) The Carrier’s obligation to indemnify Saloodo! will also apply to any sanctions, fines or other actions imposed under public law or claims under public law asserted by public law entities due to potential infringements of the obligation to pay the minimum wage or social security contributions or breaches by the Carrier of the CoC by the Carrier or a sub-contractor.

3) Any costs incurred in connection with the legal defense, such as attorney’s fees and court costs, will also be included in the indemnification obligation pursuant to para 6 clause 1) and 2).

4) Liability under the carriage contract will be in accordance with the provisions of Part Four of Book Four of the German Commercial Code (HGB).

5) In accordance with Section 449, paragraph 2, number 1, HGB the damages payable for loss of or damage to the goods, in derogation of Section 431, paragraphs 1 and 2, HGB is limited to 40 accounting units (special drawing rights of the International Monetary Fund – SDR) per kg of gross weight of the shipment, if and to the extent that Saloodo! has a correspondingly high external liability for which it has a right of recourse. Any higher statutory liability accruing to the Carrier will be unaffected by the above rule.

6) In cross-border traffic, the liability provisions of the CMR will apply. Sections 425 et seq. of the HGB will also apply.

7) If the Carrier does not meet the obligations stipulated in these Terms or does not meet them on time, it is obliged to pay Saloodo! a processing fee of 51 EUR in each individual case, excluding the continuation of the offense.

8) The liability of Saloodo! pursuant to sections 414, 455, 468, and 488 HGB is limited to 200,000 EUR per damage event. The aforementioned liability limitation does not apply in case of personal injuries, such as injury of life, body and health, if the damage was caused by gross negligence or willful intent of Saloodo! or its vicarious agents, or infringement of material contractual obligations, whereas the latter is limited to predictable and typical damages.

§ 7 Insurance and claims handling

1) The Carrier undertakes and agrees:

1. to obtain and keep in full force and effect at all times the following policies of insurance:

• Employers’ liability as required by the law applicable in the jurisdiction in which the Services are to be provided as well as the country in which the carrier has its registered office;
• Vehicle liability as required by the law applicable in the jurisdiction in which the Services are to be provided as well as the country in which the carrier has its registered office;
• Non-owned trailer physical damage coverage (hull coverage) for Saloodo!’s or Saloodo!’s customer equipment whilst under responsibility of the Carrier covering loss of or damage to such trailers, swap bodies, containers, chassis, etc.;
• Comprehensive general liability to cover the Carrier’s legal liability for personal injury and/or death to third parties (including the employees of Saloodo!) and or damage to third party property (including the property of Saloodo!).
• Cargo liability to cover the liabilities assumed by the Carrier under these Terms or otherwise assumed in the provision of the Services. Required for transports or cabotage traffic within Germany is a customary market transport liability insurance at least in accordance with § 7a GüKG (minimum insured amount 600,000 EUR) supplemented by the extra liability mentioned under II § 6 Clause 5) above (increased liability and insurance according to HGB liability corridor up to 40 SDR / kg, in particular also in cabotage transports) as well as according to CMR (minimum sum insured 250,000 EUR). The above insurance cover must not contain any sub-limits for goods at risk of theft (e.g. spirits of all kinds, tobacco products, entertainment electronics and telecommunications equipment including cell phones / smartphones, EDP equipment of all kinds including accessories, telephone and chip cards, photo / digital technology); Furthermore, no sub-limit for liability for qualified fault in accordance with section 435 of the German Commercial Code and Article 29 of the CMR is permitted. The transport liability insurance with the above requirements must also be concluded for domestic German transport services that are not subject to the GüKG furthermore also for transport services within countries other than Germany on the basis of the provisions applicable according to II § 6 Clause 5).

1. to deliver to Saloodo! upon Saloodo!’s request copies of all those insurance policies detailed in Clause 7 1) above;
2. to notify Saloodo! immediately of any material change to or cancellation of any of the insurance policies detailed in Clause 7 1) above;
3. to notify the respective underwriters of the insurance policies detailed in Clause 7 1) above of the relevant parts of these GT&Cs.

2) The Carrier must ensure that all claims for damages asserted by Saloodo! will be processed without delay and will be reported to the Carrier’s insurer. The Carrier will notify Saloodo! of the insurer’s reference number.

3) In the event of damage to property or personal injury caused or suspected to have been caused by employees of the Carrier during the acceptance, carriage or delivery of the goods at the customer’s, consignee’s or other party’s premises, Saloodo! reserves the right, to disclose the Carrier’s name, address and contact details to the customer or consignee on request for the purpose of clarifying the circumstances of the damage.

4) Saloodo! reserves the right to request proof of insurance coverage from the Carrier in the event of justified doubts. The Carrier must provide this within 72 hours. If the Carrier does not comply with this obligation within a further period of one week after receipt of a reminder from Saloodo! at the Carrier, the Carrier is obliged to pay a contractual penalty of 51 EUR for each day of delay after this one-week period has expired up to a maximum of 510 EUR. In this case, if the Carrier cannot provide proof of the transport liability insurance cover in accordance with the minimum requirements set out above before the transport order is carried out, Saloodo! is entitled, but not obliged, to obtain a separate coverage extension for the transport liability insurance and to charge the Carrier with the costs incurred by Saloodo!, up to a maximum of 51 EUR per transport plus a processing fee of 51 EUR.

§ 8 Handling fee

In each of the cases listed below, the carrier is obliged to pay a handling fee of € 25:

• If Saloodo! in accordance with II § 2 clause 9 of these GT&Cs commissions a third party with the performance of the freight contract.
• If the carrier does not upload the proof of delivery on the platform within 3 working days from delivery.

All further rights of Saloodo! such as claims for damages shall remain unaffected.

§ 9 Other provisions

1) Offsetting or withholding against claims of Saloodo! is excluded, except if the respective due counter claim is finally decided, ready for decision or undisputed. The exercise of a right of any lien over the goods or a right of retention of the goods by the Carrier is excluded.

2) The Contract does not create, and shall not be construed as creating, any right of a third party against Saloodo! which is enforceable by any person who is not party to it.

3) Assignment of a claim by the Carrier (i.e. factoring) will only take effect vis-à-vis Saloodo! if the Carrier notifies Saloodo! of the assignment of the claim, including all the necessary information (order and creditor number, name, address, account number of the new creditor, amount, date of validity of the assignment, etc.) and Saloodo! agrees to the assignment in writing.

4) Saloodo! is free to advise its customer which Carrier it should choose, based on any factors Saloodo! considers to be relevant.

5) The review of the documents submitted by the Carrier as part of the implementation of the Contract can also be carried out by third parties, provided that they have been commissioned by Saloodo! for this purpose. Insofar as the Carrier’s documents and data are passed on to third parties, this is done as part of order processing (with corresponding contracts) by service providers carefully selected by Saloodo! and serves to increase the efficiency and speed up the verification.

§ 10 Pallet exchange

Supply or exchange of pallets or other loading means are not covered by the Freight Contract. Supply or exchange of pallets or other loading means is not part of the Services the Carrier is obliged to render.

§ 11 Jurisdiction, applicable law

1) The Contracts shall be subject to the law of the Federal Republic of Germany. In case of national transports in countries other than Germany the contracts shall be subject to the applicable law of that country.

2) The place of jurisdiction for any and all disputes in relation to international transports and to national transports in Germany shall be Bonn, Germany. In case of international transports the place of jurisdiction shall be deemed as an additional place of jurisdiction pursuant to Article 31 CMR. If Article 39 CMR applies, this clause 2 is not applicable.

3) The courts at the location of Saloodo!’s registered office or at the location that is agreed as an additional place of jurisdiction shall have local jurisdiction within the country in accordance with clause 11.2. In addition, the legal places of jurisdiction also remain permissible.

4) The failure or delay by Saloodo! in exercising any right, power or remedy provided by law or by these GT&Cs or under a Freight Contract shall not, in any circumstances, impair such right, power or remedy nor operate as a waiver of it. No waiver of any right, power or remedy by Saloodo! shall take effect unless it is in writing.

5) In case of national transports in countries other than Germany the place of jurisdiction is determined by the applicable law of that country.

IV. Canada – Carrier Terms and Conditions

WHEREAS, Carrier represents that it is engaged in the business of transporting property by motor vehicle as a contract carrier in domestic commerce, it is duly and legally registered and/or licensed in accordance with applicable federal and provincial laws, and it desires to provide such services to DHL for the transportation of cargo and/or goods (“Goods“) that make up part or all of a Shipment (as defined below);

AND WHEREAS, DHL desires to use Carrier to provide ground transportation services, which may include, but are not limited to, cartage and related services, full truckload and linehaul services, less than truckload services, ocean product/drayage services, airport to airport and/or door to door transfers of Goods designed to meet the specialized transportation requirements and needs of DHL (the “Services“).

NOW THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, Carrier and DHL agree as follows:

1. AGREEMENT NON-EXCLUSIVE

1.1 The Parties agree that the Services provided under the terms of this Agreement will be on a non‑exclusive basis. DHL is free to use the services of any other carrier or may itself perform the Services.

2. TERM AND TERMINATION
2.1 This Agreement shall be effective upon the Effective Date and shall continue in full force and effect until terminated by either Party, with or without cause, upon thirty (30) days’ prior written notice to the other Party. If, at the time of termination, Carrier is in possession of a shipment, Carrier shall ensure it completes its delivery commitment to DHL and no such termination shall release either Party from any obligation accruing before such termination or, except as otherwise provided for in this Agreement, preclude either Party from exercising any remedies to enforce such obligations.

3. EQUIPMENT AND ACCESS
3.1 Equipment
At its sole cost, the Carrier shall provide all necessary equipment to provide the services contemplated in this Agreement, including trucks, trailers and tractors (collectively, the “Equipment”). All such Equipment shall be in good, safe and proper working condition which meets or exceeds the minimum standards required pursuant to (i) all applicable federal, provincial, state and territorial laws, regulations, and rules or guidelines issued by any governmental agency with jurisdiction over the Carrier’s operations (collectively, “Applicable Laws”); (ii) any applicable quality assurance and food safety requirements set out by DHL’s customers which have been expressly communicated to Carrier by DHL or its customer(s); and (iii) all current industry standards. The Equipment must be clean and in general roadworthy condition, insect and rodent free, odour free, water tight and uncontaminated by the prior use of the equipment for transportation of toxic chemicals, including pesticides, rodenticides, insecticides and/or other hazardous materials, substances or chemicals. Trailers shall not be used for transportation of any liquid or solid waste or garbage. Carrier shall commingle Goods only in accordance with applicable regulations. Trailers failing any of the above shall be rejected at no cost to DHL. Failure by DHL to reject any trailers and the acceptance or loading of a trailer by DHL shall not relieve Carrier of any liability hereunder. For full truckload movements, Carrier shall not, without DHL’s prior written consent, commingle any Goods tendered by DHL with the freight of another shipper or consignor. Appropriate load protection devices shall be provided by Carrier at its own cost and used to secure the Goods in the trailer.

3.2 Personell
At its sole cost, the Carrier shall provide all necessary labour to provide the services contemplated in this Agreement, including drivers, dispatchers, and mechanics (collectively, the “Personnel”). All such Personnel shall be knowledgeable, duly licensed and trained, and shall perform their duties in a professional and workmanlike manner that meets or exceeds the minimum standards required pursuant to Applicable Laws and all current industry standards.

3.3 Access
DHL will provide Carrier with access to DHL’s premises as reasonably required to perform the Services. Carrier agrees that its employees, invitees, contractors, subcontractors, delegates and agents shall observe all of DHL’s applicable security and safety workplace rules and regulations.

4. RECEIPTS, BILLS OF LADING, TIMESTAMPS

4.1 Carrier shall require and obtain freight receipts in written or electronic form for all Shipments which Carrier may deliver to or pick up from either DHL or any other consignee/receiver pursuant to the provisions of this Agreement. Any terms, conditions or provisions contained on any freight receipt (including, but not limited to, any bill of lading) shall not modify, amend or supplement the terms of this Agreement and, in the event of any conflict with the terms of this Agreement, shall be null and void. Carrier’s signature on the receipt or bill of lading shall be prima facie evidence that the Goods were received in good condition unless otherwise noted on the face of such document. Upon delivery of each shipment, Carrier shall obtain a signed delivery receipt from the shipper and/or consignee(s), in a form required by DHL, showing the Goods delivered, their condition at time of delivery, and the date and time of delivery. Carrier shall defend and indemnify DHL in connection with any failure by the Carrier to obtain a signed delivery receipt for any reason.

4.2 Timestamp Definitions
The following terms shall be defined as follows for the purpose of this Agreement:

a) “Shipment” means each instance of the Carrier transporting Goods, cargo, or a consignment on behalf of DHL;

b) “Timestamp” means the recording and reporting of a physical shipment event (e.g.: the pickup of a Shipment from the shipper or the delivery of a Shipment to the consignee), including the date and time of the event occurrence as well as the signatory, when applicable.

4.3 Timestamp Requirements 
The Carrier is required to capture Timestamps of a Shipment and its related documentation. In particular, the Carrier is obligated to:

a) Transmit all required Timestamps and related data electronically to DHL transport management systems within thirty (30) minutes of the actual event taking place;

b) At a minimum, the Timestamps for the following events, including the necessary information outlined below, shall be recorded and electronically reported by the Carrier to DHL:

(i) Pickup from Shipper: event date, location and time plus time zone or offset to UTC [e.g. Actual Pickup – 01-09-2020 10:32 a.m. CET or 01-09-2020 10:32 a.m. + 0200 (meaning 2 hours ahead of UTC)];

(ii) Delivery to consignee: event date, location and time plus time zone or offset to UTC [e.g. Actual Delivery – 01-09-2020 10:32 a.m. CET or 01-09-2020 10:32 a.m. + 0200 (meaning 2 hours ahead of UTC)] plus name of the “signed by” person (name in readable print and signature as PDF or picture if available);

(iii) Pickup at Airline: event date, location and time plus time zone or offset to UTC [e.g. Actual Pickup – 01-09-2020 10:32 a.m. CET or 01-09-2020 10:32 a.m. + 0200 (meaning 2 hours ahead of UTC)];

(iv) Delivery to Airline: event date, location and time plus time zone or offset to UTC [e.g. Actual Delivery – 01-09-2020 10:32 a.m. CET or 01-09-2020 10:32 a.m. + 0200 (meaning 2 hours ahead of UTC)] plus name of the “signed by” person (name in readable print and signature as PDF or picture if available).

c) All of the Timestamp related data must be transmitted electronically to DHL, either using DHL’s Electronic Supplier Portal IT solution or another electronic data interchange solution that is acceptable to DHL and provided at the Carrier’s expense. Upon Carrier’s request, DHL can provide an API solution for data exchange for the Carrier to use. A manual and/or paper based exchange of Timestamps and documents can only apply if previously agreed between DHL and the Carrier as an exception.

4.4 Key Performance Program

a) The Parties agree that in order for DHL to comply with its commitments to its customers, ground transportation services require a high level of performance, which requires DHL to evaluate the Carrier’s performance in connection with Timestamp reporting on a monthly basis.

b) The Carrier agrees that the minimum performance level for Timestamp reporting measured per Shipment shall be: 98% and will be calculated as follows:

c) DHL shall have the right to terminate the Agreement in the event the Carrier fails to achieve the minimum required performance level of 98% for three (3) consecutive months.

5. NO SUBCONTRACTING

5.1 Carrier shall not subcontract or “double broker” any part of the Services without the express written consent of DHL. Should DHL consent to the use of a third party subcontractor, Carrier shall (a) cause each subcontractor performing any Services to comply with the terms of this Agreement; and (b) assume full liability for all acts and omissions of its subcontractors. In all cases where a shipment tendered to the Carrier by DHL is double brokered or subcontracted to another party by the Carrier:

a) the Carrier shall unconditionally and irrevocably indemnify, defend, save and hold harmless DHL and DHL’s customer(s), from and against any and all claims, third-party claims, demands, damages, liability, losses and costs of any kind (including, but not limited to loss of or damage to any Cargo tendered to the Carrier for carriage), and all associated legal fees and disbursements, directly or indirectly attributable to, arising out of, or resulting from any acts or omissions of any party or parties to whom the Carrier double brokers or subcontracts such shipment;

b) the Carrier shall confirm that the person to whom the Carrier double brokers or subcontracts such shipment holds all the permits, registrations, insurance and safety fitness certificates required by Applicable Law for the transportation of such shipment;

c) the Carrier shall actively monitor the person to whom the Carrier double brokers or subcontracts such shipment to ensure that it complies fully with all the Carrier’s covenants pertaining to the carriage of such shipment, as set forth in this Agreement. The terms of this Agreement shall be deemed to apply to the delivering carrier and any terms and conditions agreed upon between the Carrier and the delivering carrier that are inconsistent with this Agreement shall be deemed void and unenforceable;

d) DHL, in its sole discretion, may choose not pay the Carrier until DHL receives a satisfactory form of release from the delivering carrier confirming that it has been paid in full for its services in connection with such shipment. The Carrier shall defend and indemnify DHL and its customer(s) together with the shippers and consignors/consignees of the Goods tendered to Carrier from any and all claims and demands for payment brought by any party other than the Carrier; and

e) DHL reserves the right to set off any amounts claimed from DHL and/or its customers by the performing carrier from the freight or any other amounts owed to the Carrier in DHL’s sole discretion.

6. COMPENSATION AND BILLING

6.1 Carrier will render [weekly] invoices in accordance with the rates and charges, set forth in Exhibit “A” attached hereto and incorporated herein. Any change to the rates and charges shall be agreed upon in writing and signed by both Parties. In the event freight rates are agreed by a process other than including them in Exhibit “A” to this Agreement, Carrier acknowledges that DHL shall be liable to pay only those rates which are agreed in writing in advance of a given shipment.

6.2 All undisputed invoices are due and payable sixty (60) days following DHL’s receipt of the invoice. Carrier invoices shall describe any and all Services provided with associated costs for each activity and shall be accompanied by supporting documentation. DHL shall not be liable for the payment of any charges not invoiced to DHL within ninety (90) days from the date the Services are rendered. Any claims for undercharges must be made by Carrier within one hundred and eighty (180) days of the date of invoice or shall be waived. Carrier agrees that no penalties or interest will be assessed to DHL for past due amounts.

6.3 Carrier agrees to look exclusively to DHL for payment and expressly waives any and all legal or equitable rights it may otherwise have to seek recovery of unpaid freight or any other charges from any customer of DHL or other third party unless directed in writing by DHL to do so.

6.4 Notwithstanding anything to the contrary in this Agreement, Carrier agrees to continue providing the Services during any dispute as between the Parties and performance shall not be affected. Carrier shall not, under any circumstances, withhold, stop delivery of, or assert or enforce a statutory, common law or contractual lien on, any shipments that may be tendered to it by DHL pursuant to this Agreement, or attempt to do any of the foregoing, save and except when the Carrier is expressly instructed in writing by DHL to do so in respect of a particular specified shipment. In the event that the Carrier violates this section in any manner, DHL shall have the right to collect from the Carrier all the costs and expenses that DHL incurs as a direct or indirect result of such violation, including all related legal fees and disbursements.

6.5 Carrier shall advise DHL in advance in each case where Carrier has reason to believe that a particular Shipment is likely to incur accessorial or other additional charges due to a stop off, delay, redelivery, diversion, detention, rejection or return of the shipment or any other reason. DHL shall be under no obligation to pay for any such additional or accessorial charges unless: (i) such charges correspond with the agreed list of accessorial charges set forth in Schedule A or reasonable advance notice has been given by Carrier to DHL in accordance with this section; and (ii) both parties agree that such charges were reasonable and necessary under the circumstances surrounding the Shipment. Carrier agrees that rates for any accessorial or extra charges given to DHL in any way whatsoever other than through the inclusion of such rates in Exhibit “A” of this Agreement or in writing in advance of the Shipment and expressly agreed to by DHL shall be null and void.

7. DISPUTE RESOLUTION

7.1 Unless the Parties agree otherwise in writing, the Parties shall use the following dispute resolution procedure to initially address any issues arising under this Agreement:

a) The issue in dispute shall be forwarded, in writing, to the non-disputing party. Within ten (10) business days following receipt of the written notice of dispute, the Parties shall confer in good faith efforts to address the dispute.

b) If the dispute cannot be resolved in the ten (10) business days following the day of such conference, then the Parties are free to pursue their rights and remedies at law or in equity and under this Agreement.

7.2 This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Both parties hereby attorn to the exclusive jurisdiction of the courts of the Province of Ontario in connection with any litigation regarding this Agreement or any of the right or obligations referred to herein.

8. WARRANTIES

8.1 Carrier represents and warrants the following:

1. Carrier shall observe and comply with all applicable laws, statutes, rules, regulations and ordinances;
2. Carrier shall validate that all personnel servicing DHL have valid work permits and driver’s licenses;
3. Carrier shall maintain, at Carrier’s cost, suitable equipment as set out in section 3 of this Agreement;
4. the Services shall be performed in a professional manner and meet industry standards;
5. The Carrier has and shall ensure that its subcontractors have, as applicable in the performance of the Services, been approved for PIP, C-TPAT and any other security related organizations;
6. Neither the provision nor the performance of the Services will in any way constitute an infringement or other violation of any intellectual property rights of any third party;
7. Carrier owns or has obtained valid licenses, permits, certifications, registrations or such other documents which are necessary for the performance of any of its obligations hereunder and will immediately notify DHL in the event any such license, permit, certification, registration or other document issued to Carrier has been revoked;
8. Services shall be provided in accordance with DHL’s requirements and specifications set out in this Agreement and in conformity with DHL’s policies and procedures; and
9. Carrier shall comply with and maintain security and safety policies and procedures that meet or exceed DHL’s standards, including but not limited to, maintaining compliance with C-TPAT, PIP and any other security related organizations.
10. Carrier shall represent and warrant that it shall maintain a Canadian “carrier safety rating” that is “satisfactory”, “conditional” or “satisfactory-unaudited” in accordance with the Ontario Ministry of Transportation standards pursuant to the Highway Traffic Act and Regulations and/or any other Provincial or Territorial equivalent, which has jurisdiction over the Carrier’s operations. At no time during the term of this Agreement shall Carrier have an “Unsatisfactory” safety rating as determined by the Canadian National Safety Code Standards (NSC). If Carrier receives an “Unsatisfactory” or “Conditional” safety rating, then Carrier shall (i) immediately notify DHL; (ii) use commercially reasonable efforts to improve its safety rating; and (iii) provide DHL with a documented corrective action plan.
11. Neither Carrier nor its subcontractors, related entities, affiliates, agents, employees, or any other third party directly or indirectly contracted by Carrier are listed on any applicable sanctions lists as a Denied Party. Carrier confirms that it or its subcontractors is not (i) 50% or more held by (ii) or otherwise controlled or dominated by (iii) or acting for or on behalf of a Denied Party. “Denied Party” means any natural and legal person (such as individuals, companies, groups, organizations, institutions) that is designated in any applicable Denied Party Regulations of the European Union, Canada, the United Nations or any other applicable governments and international institutions as a restricted or denied party.

9. INDEMNIFICATION

9.1 In addition to all other indemnity obligations in this Agreement, Carrier shall indemnify, defend and hold harmless DHL, its parent, affiliates, and subsidiaries, and their respective directors, officers, employees, agents, successors and assigns (together, “Indemnified Parties”) from and against any losses, claims (including third-party claims), damages, expenses, fines, penalties or liabilities, including reasonable attorney’s fees (each a “Claim”), that may be imposed on, incurred by or asserted against any Indemnified Party as a result of: i) any breach of warranty by Carrier; ii) Carrier’s default, improper performance or non-performance of its obligations hereunder; iii) the negligent, willful, or careless acts of Carrier. The Indemnified Parties shall provide prompt notice of any Claim and shall reasonably cooperate with Carrier in defense of the Claim. Should Carrier fail to honor a timely request for indemnification, then any of the Indemnified Parties shall be entitled to all costs incurred in any successful enforcement of the right of indemnification hereunder. The provisions of this Section shall survive the termination of this Agreement.

10. LIABILITIES AND CLAIMS FOR GOODS

10.1 Carrier shall be liable to DHL for any loss, damage, delay in delivery or destruction to the Goods tendered to Carrier for transportation unless such loss, damage, delay or destruction is attributable solely to acts or omissions of DHL.

10.2 Carrier’s liability for loss, damage or destruction to Goods shall be limited to $4.41 per kilogram calculated on the total weight of a given shipment unless DHL declares a higher value and pays a supplemental charge. Carrier acknowledges that the Goods may not be disposed of in a manner that will result in the damaged Goods being sold on the open market unless agreed to in writing by DHL. Carrier agrees to absorb the cost of any redelivery or reconsignment of Goods where Carrier is responsible for the loss, damage or destruction.

10.3 Carrier shall be liable to DHL for any and all charges incurred by, assessed on or claimed from DHL by any third party in connection with the Goods or containers, whether empty or loaded, carried by Carrier under this Agreement, including all storage, ocean demurrage, detention or other related charges incurred due to the acts or omissions of the Carrier. In the event of any delay encountered by the Carrier in connection with the Goods or the return of empty container(s), if applicable, the Carrier shall provide daily updates to DHL in format satisfactory to DHL, acting reasonably, and shall take all actions necessary to resolve any such delay immediately. Carrier shall defend, indemnify and hold harmless DHL in connection with any and all costs, claims, charges, fees, demands or actions incurred or threatened against DHL in connection with delayed shipments or delayed return of empty containers, where applicable, unless the Carrier can demonstrate full compliance with this section and unless the Carrier takes all necessary actions to resolve any such delay immediately.

10.4 DHL must submit a detailed claim in writing within nine (9) months of date of delivery or scheduled delivery date if lost; and Carrier shall settle or disallow such claim within sixty (60) days of date of claim. A civil suit must be commenced by DHL within two (2) years from the date Carrier gives DHL written notice that it is disallowing the claim or any part of it.

10.5 As between DHL and Carrier, ownership of the cargo transported under this Agreement shall at all times vest in DHL. Carrier shall, and ensure that its subcontractors shall, have no right or authority to create or place any lien or encumbrance of any kind or nature upon the Goods. Carrier agrees that it shall not retain possession of the Goods in any event whatsoever. Carrier undertakes that it shall forthwith take all necessary steps to discharge any lien, attachment, charge or similar imposition and shall indemnify DHL against the consequences of any creation, defence or discharge of the same, howsoever caused.

11. INSURANCE

11.1 Carrier shall procure and maintain in force during the Term of the Agreement, at its own cost and expense, the following insurance policies with respect to the Services, which shall be (i) obtained in amounts no less that those specified below, and in Section (e); and (ii) shall be primary to, and shall receive no contribution from any other insurance maintained by, on behalf of, or benefiting DHL or any of its parents, affiliates or subsidiaries:

a) Commercial General Liability, including the standard Insurance Service Office Broad Form Endorsement, with not less than a $5,000,000 per occurrence for bodily injury or death to persons and property damage;

b) Automobile Liability Insurance covering all owned, leased, hired or borrowed vehicles and employers non‑owned liability with not less than a $5,000,000 per occurrence for bodily injury or death to persons and property damage;

c) Excess or Umbrella liability coverage with not less than $2,000,000 per occurrence;

d) Statutory Workers’ Compensation Insurance with an employer’s liability limit of $1,000,000 or in provincial and federal statutory amounts, whichever is greater;

e) Employer’s Liability insurance with the following minimum policy limits: (a) Bodily Injury by Accident at $1,000,000 for each accident, (b) Bodily Injury by Disease at $1,000,000, and (c) Bodily Injury by Disease at $1,000,000 for each employee;

f) Cargo Insurance coverage in an amount not less than $250,000 per occurrence;

g) Any additional insurance coverage or any increases in any of the foregoing amounts as required by applicable federal or provincial law, rule or regulation or by Transport Canada or similar regulatory agency, or as DHL may from time to time reasonably require; and

h) Professional Employment or Employee Leasing Organizations. If Carrier obtains any of its employees from a professional employment or employee leasing organization, Carrier shall require that such professional employment or employee leasing organization provide all of the same coverage, limits, and endorsements as set forth in this Section 12.

11.2 DHL does not represent that insurance limits will necessarily be adequate to protect Carrier. The purchase of insurance or the furnishing of certificates of insurance by Carrier shall not release Carrier from obligations or liabilities under this Agreement. The insurance policies under a), b), c) and e) above, shall contain by endorsements or otherwise that the coverage thereunder shall not terminate if Carrier becomes insolvent or bankrupt. All of Carrier’s insurance deductibles, coinsurance payments, and uninsured exposures are at Carrier’s sole risk and are Carrier’s sole responsibility.

11.3 No Subrogation
All insurance required under this Section 12 shall contain provisions that there shall be no right of recovery or subrogation against DHL Global Forwarding (Canada) Inc., its parent, or any of its respective subsidiaries, affiliates, directors, officers, or employees.

11.4 Insurance Ratings
Each of Carrier’s insurers, for coverage required under this Section 12, shall (a) be licensed to conduct business in all jurisdictions where Carrier provides Services under this Agreement, and (b) shall have a minimum A.M. Best ratings of a B+, with a financial strength rating of at least VIII or a minimum A.M. Best ratings of an A-, with a financial rating of at least VII.

11.5 Within ten (10) days of execution of this Agreement (but prior to the tendering of Goods to Carrier), Carrier shall provide DHL with a certificate(s) of insurance evidencing the foregoing coverage from an insurance company reasonably satisfactory to DHL, including the endorsement for additional insured and the required language regarding rights of recovery and subrogation. . The failure of Carrier to provide such certificates or the failure of DHL to request such certificates shall not limit Carrier’s liabilities under the provisions of Section 10 (Indemnification) and Section 11 (Liabilities and Claims for Goods).

11.6 Each certificate under a), b), c), e) and f) above shall contain a provision requiring that DHL Global Forwarding (Canada) Inc., its parents, affiliates, and subsidiaries, and their respective directors, officers, and employees be named as additional insured, and that each certificate under b) above shall specify “Any Auto” as the scope of auto liability coverage, and that each certificate for c) above identifies the policy numbers in which the additional coverage applies, and that each certificate for f) above name DHL Global Forwarding (Canada) Inc. as a Loss Payee. As a certificate holder, DHL shall be given at least thirty (30) days’ prior written notification of any modification, material change, renewal or cancellation. Carrier shall furnish to DHL certificates for replacement insurance meeting the requirements of this Section no less than seven (7) days prior to the effective date of any such modification, material change, renewal, or cancellation.

12. COMPLIANCE WITH DHL’S SUPPLIER CODE OF CONDUCT

12.1 Carrier acknowledges that it has received, and is familiar with, a copy of DHL’s Code of Conduct (“DHL Code of Conduct”) attached hereto as Exhibit B and incorporated herein and made a part of this Agreement. Carrier hereby covenants and agrees to abide, and to ensure that all of its employees, affiliates, assigns and subcontractors, abide with the terms of the Code of Conduct and with any additional standards and guidelines, which may be provided by DHL from time to time in writing.  Any breach of the obligations stipulated in the DHL Code of Conduct will be considered a material breach of this Agreement by Carrier.

13. NOTICES

13.1 All notices shall be in writing and shall be properly given and delivered in person or sent prepaid by a reputable overnight delivery service or by registered or certified mail (return receipt requested) to the following addresses:

14. INDEPENDENT CONTRACTOR

14.1 Carrier acknowledges and agrees that it is acting under this Agreement solely as an independent contractor, and the relationship shall not be construed to be that of employer and employee, nor to constitute a partnership, joint venture or agency of any kind and to that end Carrier shall control and designate such matters as loads, routes, helpers, assistants and other matters with respect thereto in the Services contemplated hereby. DHL shall not be liable or responsible for the acts, omissions, or liabilities of Carrier or its employees or agents.

14.2 Carrier assumes full responsibility for the payment of federal, provincial, and local taxes or contributions or taxes for unemployment insurance, pensions, workers’ compensation or other social security and related protection with respect to the persons engaged in the performance of the Services rendered thereunder and agrees to comply with applicable federal, provincial and local laws, ordinances, regulations and rules applicable thereto. Carrier shall defend, indemnify and hold harmless DHL from any liability, loss or expense on account of Carrier’s failure to comply with such applicable federal, provincial, and local laws.

15. CONSEQUENTIAL DAMAGES

15.1 Notwithstanding any other provision of this Agreement, DHL shall not be liable to the Carrier or any other party for any loss of profits or special, consequential or indirect damages, including but not limited to, loss of business, loss of business opportunities, loss of customer goodwill or punitive or exemplary damages, customer chargebacks, or the costs and expenses in providing or securing substitute revenues or substitute service providers (in each case whether direct or indirect), even if DHL has been advised of the possibility of the same, and without regard to the nature of the claim or the underlying theory or cause of action (whether in contract, tort or otherwise).

16. NON-SOLICITATION

16.1 During the term of this Agreement and for a period of two (2) years after the expiration or termination of this Agreement for any reason, Carrier shall not directly or indirectly: (i) induce any customer or client of DHL to patronize the Carrier or any similar business; (ii) request or advise any customer or client of DHL to withdraw, curtail or cancel such customer or client’s business relationship with DHL; (iii) disclose to any other person, partnership, corporation or association, the names or addresses of any of the customers or clients of DHL. In the event of any solicitation of a customer in violation of this section, DHL shall be entitled to receive from the Carrier, and the Carrier shall promptly pay to DHL upon demand, commission in an amount equal to fifteen percent of the gross freight and other charges charged to such customer by the Carrier over the course of 24 months.

17. FORCE MAJEURE

17.1 Neither Party shall be deemed to be in breach of this Agreement or otherwise liable to the other Party for any failure in performing its duties or obligations under this Agreement to the extent such failure is due to Force Majeure. If a Party’s performance of its obligations under this Agreement is affected by Force Majeure, that Party must immediately provide clear and unequivocal notice in writing of the exact circumstances giving rise to Force Majeure, the steps the Party will take to rectify those circumstances and the anticipated duration of the Force Majeure circumstances. In the event of a Force Majeure event, always subject to the notice requirements of this section, the date for performance of the affected obligation shall be deemed suspended for a period equal to the delay caused by such Force Majeure and the affected Party shall resume prompt performance as soon as such Force Majeure shall have ceased. Both Parties will use all reasonable endeavours to mitigate the effects of Force Majeure on the performance of the Agreement.

17.2 For the purposes of this Agreement, “Force Majeure” means any circumstances beyond the reasonable control of that Party, including acts of God, compliance with governmental orders, war, riots, civil commotion, acts of terrorism, piracy, fire, explosion, flood, and strikes. However, in no event shall any act or omission by the Carrier or those for whom the Carrier is responsible at law constitute or be deemed to be considered any event beyond the reasonable control of the Carrier. For further clarity, nothing in this paragraph shall relieve the Carrier from its liability for the loss, damage or delay to Goods transported under this Agreement.

18. HAZARDOUS MATERIALS

18.1 Carrier warrants that its employees are qualified and trained according to the Transport Canada requirements regarding general awareness, function specific, safety and security to prepare, load, unload, transport or otherwise handle properly packaged and labeled hazardous materials offered for shipment by DHL under this Agreement. DHL shall comply with all Federal and/or Provincial laws or international treaties governing the labeling and packaging of such materials. Carrier shall indemnify and hold harmless DHL against any fines, penalties, costs, damages, claims or judgments, including attorneys’ fees, resulting from Carrier’s failure to comply with this provision.

18.2 In the event DHL tenders hazardous materials for transport, Carrier’s employees are qualified and trained according to the legal requirements regarding general awareness, function specific, safety and security to prepare, load, unload, transport or otherwise handle properly packaged and labelled hazardous materials offered for shipment by DHL under this Agreement. Carrier shall indemnify and hold harmless DHL against any fines, penalties, costs, damages, claims or judgments, including attorneys’ fees, resulting from Carrier’s failure to comply with this provision.

19. CONFIDENTIALITY OF INFORMATION

19.1 The Parties agree that: (1) all knowledge and information which either Party may receive (the “Recipient”) from the other Party or from its employees (the “Discloser”), or by virtue of the performance of Services hereunder, relating to inventions, products, processes, machinery, apparatus, prices, discounts, costs, business affairs, future plans, technical data, technology or other information which is of a secret or confidential nature and which belongs to the Discloser or to those with whom the Discloser has contracted regarding such information; and (2) all information provided by the Discloser to the Recipient in reports of work done, together with any other information acquired or gained as a direct result of Services provided in the performance of this Agreement, shall for all time and for all purposes be regarded by the Recipient as strictly confidential and held by the Recipient in confidence, and solely for the Recipient’s benefit and use, and shall not be used by the Recipient or directly or indirectly disclosed by the Recipient to any person whatsoever except with the Discloser’s written permission.

19.2 These obligations shall survive beyond termination or expiration of this Agreement. No obligations set forth in this paragraph shall apply to information (1) which is or becomes publicly available other than as a result of a breach of this Agreement by the Recipient, (2) which was known to the Recipient at the time of its disclosure by the Discloser as demonstrated by the Recipient’s written records, (3) which later becomes known to the Recipient from another source not bound by a similar obligation of confidentiality, or (4) which is disclosed by the Discloser to a third party without similar obligation.

20. GENERAL

20.1 Publicity & Corporate Identity
Unless it obtains the prior written consent of DHL, Carrier shall not: (i) use any name, trade name, logo, trademark, or service mark owned or used by DHL or its representatives; or (ii) represent, directly or indirectly, that any product or service offered by Carrier has been used, approved or endorsed by DHL or its representatives.

20.2 Entire Agreement
This Agreement together with its Exhibits contain the complete and exclusive Agreement between the Parties regarding Services provided within the scope of this Agreement and supersedes all contemporaneous or prior (whether oral or in writing) contracts, correspondence, negotiations or understandings, except with respect to any indebtedness which may be owed by either DHL or Carrier to the other. It is expressly agreed that neither Party shall be considered the drafter, and that no provision shall be construed against either Party as a drafter of such provision.

20.3 Invalidity of Provisions
Should any part of this Agreement for any reason be invalid or unenforceable, such invalidity or unenforceability shall not effect the validity or enforceability of any remaining portion, which remaining portion, to the fullest extent permitted by law, shall continue in full force and effect as if this Agreement had been executed with the invalid or unenforceable portion hereof eliminated, it being the intention of the Parties that they would have executed the remaining portion of this Agreement without including any such part, parts or portions which may for any reason be hereafter declared invalid or unenforceable. 

20.4 The waiver of a breach of any term or condition of this Agreement will not constitute the waiver of any other breach of the same or any other term. To be enforceable, a waiver must be in writing signed by a duly authorized representative of the waiving Party. All rights and remedies of the Parties, under this Agreement, in law or at equity, are cumulative and may be exercised concurrently or separately. The exercise of one remedy will not be an election of that remedy to the exclusion of other remedies. 

20.5 Other Documents
This Agreement and any Exhibits hereto will be the sole provisions governing the Services. Any conflict between the provision set forth in this Agreement and the terms of any tariff referenced by this Agreement shall be resolved in favour of the provisions set forth herein. 

20.6 When this Agreement ends, the Parties’ rights and obligations concerning payment due, remedies, confidentiality, indemnity, insurance, right to audit, dispute resolution, and anything else which by its nature should survive, will survive.

20.7 Neither Party may, without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed ), assign or transfer this Agreement, provided however, that DHL may assign this Agreement and all of its rights and obligations hereunder, to (i) a parent, subsidiary or affiliate corporation controlling or under common control with DHL; or (ii) a successor in interest as a result of a merger, acquisition or the sale of all or substantially all of DHL’s assets.  Any assignment in contravention of these provisions shall be void and of no force and effect.  Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

20.8 The Carrier confirms that any necessary consent, approval, or authorization of any person or entity has been obtained for the purposes of collecting, using, and disclosing their information in accordance with this Agreement and applicable laws. The Carrier agrees that DHL may disclose information related to or in connection with this Agreement to any of its affiliates or subsidiaries without the prior consent of Carrier. The Carrier agrees to receive email communications from DHL and its affiliates and/or subsidiaries containing news, updates and promotions regarding DHL’s or its affiliates’ products and services.  The Carrier may withdraw its consent at any time.

20.9 Each Party represents and warrants that the execution of the Agreement has been duly authorized, and that the person or people executing this Agreement on behalf of such Party is(are) authorized to execute the Agreement on behalf of such Party, and that upon the full execution and delivery hereof, this Agreement shall be binding on such Party and its successors and permitted assigns.

20.10 Carrier agrees to keep full, complete, and accurate records of Goods moved and to maintain signed receipts for pick up and delivery in accordance with applicable law, to be provided to DHL to support Carrier’s billing upon request. DHL and its duly authorized representatives shall have access to the accounting records and other documents maintained by Carrier which relate to the Services set forth in this Agreement, and shall have the right to review and copy such records at any reasonable time or times during the term of this Agreement and for a period of two (2) years after such termination.

20.11 For the convenience of the Parties, this Agreement may be deemed in effect when the Parties have exchanged signed copies by electronic means, each with proof of successful transmission. The Parties agree that they shall exchange signed originals as soon as reasonably practical.  The Agreement may also be signed in counterparts, but only all signed counterparts together shall constitute the Agreement.

20.12 Use of English Language
Carrier and DHL confirm that it is their express wish that this Agreement and all documents related to this Agreement be drafted in English only. The Parties understand the English language and are fully aware of all terms and conditions contained herein. If any translation of this Agreement is made, the English language version shall always continue to govern.

V. Miscellaneous

§1 Confidentiality and client protection

1) Carrier undertakes and agrees at all times to keep in strict confidence and secrecy all information which is of a confidential or secret nature, including without limitation information relating to forecasts, prices, discounts, handling costs, sales statistics, markets, inventory information, customers, employees and technical, operational and administrative systems (the “Confidential Information”) of Saloodo! and Saloodo!’s customers which it may learn in connection with the performance of the Contract or the use of the Platform.  Carrier must not use or disclose the Confidential Information to any other person, firm or company outside the Carrier’s group of companies and their respective professional advisers, except only as may be necessary and bona fide in connection with its obligations under the Contract. Provided that where any part of the Confidential Information is already or becomes commonly known in the trade, except by a breach hereof, or is required to be disclosed by any law or court order, then the foregoing obligations of confidentiality in respect of such part of the Confidential Information shall cease to apply. Without limiting the generality of the foregoing, Carrier agrees that it shall not use the Confidential In-formation for its own commercial purposes save in fulfilling its obligations under the Contract.  Such obligations of confidentiality shall apply for five years from the date the Carrier receives the relevant Confidential Information, notwithstanding the termination or expiry of the Platform Contract.

2) The Carrier, within the contractual territory, will not render corresponding services, either directly or indirectly through third parties (except for Saloodo! and its affiliates), to clients of Saloodo! to which Carrier provides Services on behalf of Saloodo! and with which Carrier comes into contact as a result of providing the Services, which Carrier provides on behalf of Saloodo! to such clients (such as FTL on certain lanes). Any contractual relationships between the Carrier and clients of Saloodo! existing upon the earlier of (i) entry into or (ii) scheduled or actual execution of the Contract will remain unaffected by the obligations under III §1 clause 2) of these Conditions. The client protection obligation ceases on the earlier of (i) 6 months from the end of the underlying business between Saloodo! and the client or (ii) 6 months from the termination or expiry of the Contract.

§2 Data protection

The parties undertake 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 unauthorised third-party access and to use it only for the purposes of performing the contracts according to this section I and according to section II.

§3 Changes to the GT&Cs

Saloodo! shall notify the Carrier of any other changes to the GT&Cs in text form (e.g. via the Platform or by e-mail), “notification of changes”. The changes shall take effect vis-à-vis the Carrier and the contractual relationship shall continue under the changed conditions if the Carrier 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 the Carrier in the notification of changes the above consequences of failure to object.

If any legislation is compulsorily applicable, the GT&Cs shall, insofar as possible, be construed in accordance with such legislation. If any term is contrary to such legislation, it shall be varied only to the extent necessary to comply with such legislation.

Should any individual provisions of the 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.

The contracting language is German. In the event of any conflict or inconsistency between the English and the German versions, the German original shall prevail. Any interpretation of English or German terms shall be construed in accordance with German law not taking into account any English or other foreign law concepts.

Nothing shall constitute or be deemed to constitute an agency agreement or partnership between the parties. The Carrier shall have no right or authority to, and shall not, do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of Saloodo! or otherwise bind Saloodo! in any way.