GENERAL TERMS AND CONDITIONS FOR TRANSPORTATION-RELATED SERVICES (“TERMS”)
(Formerly known as the INTTRA Website Legal Terms and Conditions, INTTRA Legal Terms and Conditions, or INTTRA Legal Terms)
Effective 1 January 2026
PLEASE READ THESE TERMS CAREFULLY BEFORE USING ANY VENDOR WEBSITE AND/OR THE SERVICES, AS DEFINED BELOW. BY DOING ANY OF THE FOLLOWING: REGISTERING FOR VENDOR OR CONTINUED USE OF THE SERVICES, YOU (A) AGREE TO THE TERMS ON BEHALF OF THE BUSINESS THAT YOU REPRESENT (“YOU” or “CUSTOMER”) (INDIVIDUAL CONSUMER USE OF THE SERVICES IS PROHIBITED), (B) REPRESENT THAT YOU HAVE THE AUTHORITY TO ACT ON BEHALF OF SUCH ORGANIZATION TO AGREE TO THESE TERMS, AND (C) AGREE TO USE ELECTRONIC SIGNATURES, AND TO BE SUBJECT TO THE PROVISIONS OF THE U.S. E-SIGN ACT (I.E. THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT (ESIGN, PUB.L. 106-299, 14 STAT. 464, ENACTED JUNE 30, 2000, 15 U.S.C. CH. 96)). IF THESE STEPS ARE NOT WHAT YOU INTEND, OR IF YOU DO NOT FULLY UNDERSTAND AND AGREE WITH THESE TERMS AND CONDITIONS, WHICH INCLUDE A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, AND SELECTION OF GOVERNING LAW AND CHOICE OF FORUM (INCLUDING MANDATORY ARBITRATION INSTEAD OF COURT), THEN DO NOT ACCESS ANY VENDOR WEBSITE OR USE THE SERVICES.
In these Terms, the following words and phrases have the following meanings. These Terms also incorporate by reference any definitions used in a Price List.
“Affiliate” of a party, means any person or entity controlling, controlled by, or under common control with that party.
“Agreement” means the combination of these Terms and any referenced addendums, amendments, exhibits, Order Forms, schedules, SOWs, and/or other contract documents.
“Alliance Intermediary” means a third party that has a contract with Us permitting it to act on behalf of Platform Users and that You permit to act as an intermediary on Your behalf when using the Services, such as sending and receiving Transaction Data and otherwise interacting with the Services and Platform.
“Carrier” means a third-party ocean carrier participant and other freight carriers to which Vendor provides connectivity via the Services and Platform.
“Confidential Information” means any non-public information that is marked or otherwise designated in writing as confidential at the time of disclosure, or absent a marking that a reasonable person would expect to be confidential under the circumstances, and which is disclosed by a party to the other party.
“Content” means any data sourced or created by Us (independently or with another party’s assistance) for inclusion in services provided by Us to customers or published, including without limitation, port codes, restricted party lists, harmonized commodity codes, etc. Content may be derived from proprietary, third-party, and/or publicly available data.
“Customer”, “You”, “Your”, or “Yourself” means collectively you and the company or other legal entity you represent defined as the “Customer” in the paragraph at the top of this page, and, if permitted, any Affiliate of Customer designated by Customer to make use of the Services under this Agreement, provided that Customer is wholly responsible for all actions or omissions by any such affiliated entity in connection with this Agreement.
“Data Processing Addendum” means Our Data Processing Addendum located at https://www.wisetechglobal.com/legal/dpa/
“Documentation” means the then-current user guides, training materials, technical manuals, and any other reference materials that We generally make available or distribute to users of the Services or Platform.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Vendor”, “We”, “Our”, or “Us” means any of the following INTTRA, LLC (formerly known as INTTRA, Inc.), E2open, LLC, or Affiliate as identified on Your Order Form. If You are using any Services not subject to an Order Form, it means INTTRA, LLC.
“Vendor Materials” means any of the following: technology, equipment, information (including Content), and materials provided or developed by Vendor or its Affiliates (independently or with Your cooperation), in the course of performance under the Agreement.
“Order Form” means the order form, contract, or agreement, in a form provided by Us, identifying Services ordered by or made available to You and signed or otherwise accepted by both You and Us. Order Forms may be in any media, such as electronic terms and conditions or paper ordering documents. Formerly called “Service Order”.
“Personal Data” means information which relates to an identified or identifiable natural person, the handling or processing of which is subject to any Privacy Laws.
“Platform” or “Portal” means Our proprietary network infrastructure, products, and services for the exchange of transportation data including, without limitation, the Services delivered and accessed via a variety of means as determined by Us, including, but not limited to, the internet, EDI, API, Document Conversion, and/or certain other proprietary software.
“Price List” means a price list for INTTRA, as provided by Us to You from time to time.
“Privacy Laws” means the General Data Protection Regulation (Regulation (EU) 2016/679) as amended from time to time, the Australian Privacy Act 1988 (Cth) as amended from time to time, and any other equivalent legislation, regulations, binding principles, industry codes and guidelines or ancillary regulations relating to privacy or the handling of Personal Data to which either party is subject.
“Privacy Policy” means Our privacy policy located at https://www.wisetechglobal.com/privacy-policy.
“Professional Services” means training, general consulting, configuration, implementation, and/or other such services identified on an Order Form.
“Service(s)” means services, products, data, and information provided by or through Us, authorized third-party services or data providers, and/or the Platform that You may access or use via the Platform or any other means that We authorize; and the use of any website owned or operated by Us, whether logged in or not, including inttra.com. At Our discretion, some Services may be available to You upon registration and without an Order Form or payment to Us, while others will be unavailable until You purchase a subscription or otherwise order them via an Order Form.
“Terms” means these terms and conditions.
“Third-Party Data” means any data transmitted to, from, and/or through any Vendor service by third parties using the Platform, such as Carriers. An example of Third-Party Data is Carrier-provided data You received through the Platform that facilitates or describes the status of a cargo shipment related to You.
“Trading Partner” means Your identified third-party logistic providers, channel partners, suppliers, and/or contract manufacturers.
“Transaction Data” means any data transmitted to, from, and/or through any of the Platform or Services by, about, and/or related to You or the Services provided to You. Transaction Data includes Third-Party Data and Content related to You, and any data transmitted to or from Trading Partners.
“User” means any individual or automated system granted access to the Platform or Services through a unique user ID authorized to access and/or use the Platform or Services in accordance with the terms of this Agreement. Formerly called “Permitted User.”
2.1. All Vendor websites, products, and services are designed and offered exclusively for bona fide business use only and are not for use by individuals or for any use that is not expressly granted to You. Any individual use is expressly prohibited. Any use for any purpose that is competitive with Vendor or its Affiliates, including all of their service offerings, or that may devalue Vendor or its Affiliates’ commercial interests, is expressly prohibited.
2.2. We grant You a non-exclusive, non-transferable, worldwide right during the term of the Agreement to access and use the Services, Platform, and Vendor Materials directly or via an Alliance Intermediary solely for Your internal business purposes as contemplated by the Agreement. You allow Us to modify any Transaction Data submitted by Customer to correct any messages that do not conform to the standards set by Vendor or, if applicable, the standards of the intended third-party recipient of such data, e.g., a Carrier. Users must successfully register with Vendor and are not permitted to access the Platform or Services until such time as their registration is approved by Vendor.
2.3. Except as may be expressly stated otherwise in an Order Form, by registering, accessing, browsing, viewing, using, downloading, generating, receiving, or transmitting any data, information, or messages to or from the Platform, via the Services, and/or via any Vendor website or service, You accept, without limitation or qualification, these Terms as currently constituted and as may be updated from time to time in Our sole discretion. When We post changes to the Terms, Your continued use of the Platform and/or Services will constitute agreement to such changes. You will regularly revisit and review Our website for changes to these Terms. We may also require that You accept other terms and conditions that govern the use of particular Services. We may modify the Services from time to time at Our discretion by providing at least 30 days’ notice to You.
2.4. We deliver the services in accordance with the Documentation. The Documentation is subject to change from time to time at Vendor’s sole discretion. We control the appearance, development, and operation of the Platform, the Services, and Vendor websites, including standards for data transmission. Content and Third-Party Data are subject to change without prior notice. We may make improvements, updates, and/or changes to the Platform, Services, and/or Vendor websites or cease to provide any of the foregoing at any time without prior notice to the Customer.
2.5. You agree to allow without limitation our use or transmission, including to Carriers and other third parties of any data, including but not limited to Personal Data, information, or comments, provided to Us by You so long as such transmissions are at Your instruction, in accordance with the Privacy Policy, and/or are in furtherance of Our legitimate business purposes.
2.6. You are responsible for Transaction Data provided by You and for the administration, authorization, and termination of all User access. You will provide Us with accurate, complete, and updated registration information of its Users. Notwithstanding the foregoing, We may refuse registration of, or suspend, a User’s access to the Subscription Services if, in Our judgment, a significant threat to the security or functionality of the Platform or Services or any component thereof is imminent. We will notify You of any such occurrence. You are responsible for the security of its access to the Platform and/or Services and the security of each User’s access authorization. You will not permit Users to share User IDs and passwords. You will promptly notify Us of any unauthorized use of the Platform or Services, or any other breach of security suspected or known to You. You are also responsible for maintaining the required hardware, software, internet connections, and other resources necessary for Users to access the Services.
2.7. You will comply with and will ensure all Users comply with the Acceptable Use Policy posted at https://www.e2open.com/acceptable-use-policy/; and the Security Policy located at https://www.e2open.com/company/customer-security-policy.
2.9. Users may access certain Services through mobile applications obtained from third-party websites such as the Apple app store. The use of mobile applications is governed by an end-user license agreement presented upon download/access to the mobile application in addition to the terms of the Agreement. In the event of a conflict, the terms presented on the app store will govern but only to the extent necessary to resolve the conflict only as related to the use of the mobile application. For avoidance of doubt, the mobile application terms do not govern any other use of the Services other than the mobile application.
2.10. We have the right, but not obligation, to monitor the Platform and/or the Services and to disclose any information necessary for their operation, to protect Us, and Our customers and licensors, and to comply with legal obligations or governmental requests. We reserve the right to refuse to post or to remove any information in the Platform and/or the Services, in whole or in part, for any reason.
2.11. We may engage third parties (subcontractors) to perform the Services or operate the Platform, or any part thereof. We are responsible for Our subcontractors.
2.12 Your use of the Services may depend on You accepting the terms of use of other third parties. We are not party to these arrangements and make no representation in respect of and take no responsibility for the services provided by third parties.
2.13 Your access and use of WaveBL’s products and services are subject to and governed by WaveBL’s terms: WaveBL’s Platform Bylaws (https://cs.wavebl.com/bylaws); Terms and Conditions (https://wavebl.com/terms-and-conditions/); Service Level Agreement (https://knowledge.e2open.com/knowledgecenter/inttra/wp-content/uploads/Public/WaveBL Service Level Agreement.pdf); and Data Processing Addendum (https://wavebl.com/data-processing-addendum/), to which You assent and agree upon usage of the service. We disclaim any warranties regarding WaveBL products and services. You shall hold Us harmless and indemnify Us and Our affiliates, officers, employees, and agents from and against all claims, losses, and damages (actual and/or consequential), including attorneys’ fees, which are related to Your access and use of WaveBL’s products and services.
3.1. The term of this Agreement will continue unless terminated in accordance with this section. Either party may terminate this Agreement (i) at any time upon 30 days’ notice to the other party; provided that where an Order Form includes a term provision, the term of the Order Form will continue subject to this Agreement until its expiration; (ii) if the other Party breaches any material term or condition of this Agreement and fails to cure such breach within 30 days after receipt of written notice of same; (iii) if the other Party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (iv) if the other Party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within 60 days of filing. Order Forms are non-cancelable, and fees paid under them are non-refundable.
3.2. For any breaches of obligations related to the use of the Platform or Services or obligations related to Our Intellectual Property Rights, We may, upon email notice to Customer, immediately suspend Services, in whole or in part, until such breach is remedied; provided that if We reasonably determine that Customer is unable or unwilling to cure such a breach, We may immediately terminate this Agreement, in whole or in part. MONETARY DAMAGES MAY BE BOTH INCALCULABLE AND AN INSUFFICIENT REMEDY FOR ANY SUCH BREACH AND THAT ANY SUCH BREACH MAY CAUSE US IRREPARABLE HARM. ACCORDINGLY, IN THE EVENT OF ANY BREACH OR ANTICIPATED BREACH, WE, IN ADDITION TO ANY OTHER REMEDIES AT LAW OR IN EQUITY WE MAY HAVE, ARE ENTITLED TO SEEK EQUITABLE RELIEF, INCLUDING INJUNCTIVE RELIEF AND SPECIFIC PERFORMANCE, WITHOUT THE REQUIREMENT OF POSTING BOND OR OTHER SECURITY.
3.3 Upon termination of the Agreement or Order Form, all rights granted to You will automatically terminate and You will immediately discontinue any applicable use of the Service or Platform. The following provisions will survive: those related to Our intellectual property and proprietary rights, those related to payment terms and taxes, those related to confidential information, limitations of liability, warranty disclaimers, indemnities, those related to term and termination, those related to compliance, and Section 11, General Provisions.
The following terms apply only to Services that have a fee associated with them as set out on an Order Form, Price List or as communicated to You through any other way. Some Services may be accessible without a fee, requiring only successful registration on the Platform.
4.1. All fees for Services are set out in an Order Form or Price List. Unless otherwise specified in an Order Form or Price List, the following terms apply: (a) We will invoice You as follows: (i) for monthly, annual, or other recurring or subscription charges: annually in advance; (ii) for one-time charges: immediately upon order; and (iii) for Services that are priced based on Shipping Units, Container Transaction Volume or Transaction: monthly in arrears; (b) subject to Section 4.4, You will pay all invoices within 14 days following the date of the respective invoice. Unless otherwise specified by us, all fees charged and invoices issued by Us are in United States Dollars. Customer will make all payments in United States Dollars in accordance with reasonable payment instructions that may be issued by Us on an invoice or otherwise communicated to You. For any payment not received when due Your balance due will accrue interest at a rate of 1½% per month, or the highest rate allowed by applicable law, whichever is lower.
4.2. Unless set out in an Order Form or otherwise agreed with Us in writing, all prices for Services delivered as a subscription service or otherwise, where fees reoccur each period, will automatically increase by 5% on the1st day of January of each calendar year.
4.3. At all other times, We may modify any aspect of the Fees (including any price list) for any Services upon 30 days’ notice of the effective date of the change. During such notice period, You may terminate Your use of the Services and any applicable Order Form for such affected Service but only for the affected Service, and will receive a refund of any prepaid fees, if any, only for the affected Service. The annual fee increase is not subject to the notice and termination portion of this section.
4.4. You must raise all invoice disputes before the due date of an invoice; otherwise You waive any right to dispute and accept the fees invoiced. In order for a dispute to be valid, You must include a detailed description of the disputed items, the reason for the dispute, the requested resolution of the dispute, and pay all undisputed amounts when due. We will respond to Your notice of dispute and will a.) if We agree with You, then We will issue a corrected invoice (or credit note, as applicable); or b.) if We do not agree with You, then You must pay the disputed fees within 14 days of Our response but may reserve Your rights to follow the dispute resolution process under Section 11.9. You will cooperate with Us to investigate and resolve the dispute in good faith.
4.5. In addition to Our other rights, including the right to terminate this Agreement, in whole or in part, based on non-payment, We may, after notice to You, limit or suspend Your access to any or all Services, in whole or in part, until Your account is made current.
4.6. You are responsible and agree to pay or reimburse Us for all federal, state, and local sales tax, use tax, withholdings, VAT, GST, personal property, and any other taxes and charges of any kind, including penalties and interest, imposed by any entity having authority on the transactions contemplated by this Agreement, excluding only taxes on Our net income. To the extent any such taxes, levies or similar charges are applicable, such taxes, levies or similar charges will be added on to the base fee on the vendor invoice and paid by You.
4.7. Any term(s) contained in Your purchase order, acknowledgment form, or any other form that is different from, or in addition to this Agreement will not have any effect of modifying or adding any terms to the Agreement. No agent, employee, or representative of Ours has any authority to alter or delete the terms of this Agreement or bind Us to any warranty, covenant, or representation other than as set forth in this Agreement.
5.1. Each Party reserves any and all title, right and interests it may have in its trademarks, copyrights, and other intellectual property rights. As between You and Us, We will own all intellectual property rights in the Platform, the Services, and Our websites, separately and as a whole, including all rights in and to databases, trade secrets, patents, copyrights, trademarks, and know-how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign. We will own any data that We create as a result of or derived from operating the Platform, and/or the Services (for avoidance of doubt, the data described in this sentence does not include data submitted by Customer). We grant you a non-exclusive, non-transferable, non-assignable, non-sublicensable, terminable right to access and use Third-Party Data and Content for Your internal business uses.
5.2. Except as expressly permitted herein or in an Order Form, Customer will not at any time display, perform, copy, distribute, or use any Third-Party Data, or Content in any form at any time or permit any entity under its Control to cause any distribution, disclosure, or transfer to any third party of: (i) access to the Services; (ii) data and information derived from the Services; or (iii) use of the Services, without Our express written consent.
5.3. Customer may display or publish Transaction Data to shippers, forwarders, consignees, importers and exporters (“Specified Third Parties”), provided that: (i) any such Specified Third Party has a direct contractual and/or legal interest in and entitlement to such data; (ii) such data is necessary to facilitate completion of Customer’s transactions; (iii) such use is consistent with this Agreement, applicable laws and regulations governing Customer’s use of the Services; and (iv) to the extent such data is Confidential Information, such Specified Third Party is bound by written confidentiality obligations at least as protective as in these Terms. In no event will You acquire any ownership rights or other interest in any Content, Third-Party Data, or database by or through Your use of the Platform and/or the Services.
5.4. You warrant and represent that You have all necessary rights and authority to process Transaction Data via the Platform and/or Services.
5.5. Notwithstanding any other section of the Agreement, You grant to Us, with respect to all Transaction Data, a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, sell, distribute, perform and display such data (in whole or in part); and to incorporate it in other works in any form, media, or technology (“Derived Works”). We will own all rights in Derivative Works. We will provide or sell Transaction Data and Derivative Works, to government authorities, government agents, governmental entities, ports, customs authorities, and to other third parties that will use Transaction Data and Derived Works for their business purposes, including but not limited to statistical analysis, financial trading, or transportation operations.
5.6. You may provide ideas, concepts, or techniques for new services or products to Us. Such information is not confidential or proprietary and We will have an unrestricted, irrevocable, worldwide, royalty-free right to use, communicate, reproduce, publish, display, distribute, make derivative works of, and exploit such information in any manner it chooses with no duty to account to You.
5.7. Unless otherwise noted, everything Customer sees or reads on Our websites, Platform and/or regarding the Services including, but not limited to, textual, graphical and all other content created by or for Us, is, as between You and Us, Our property, and may not be reproduced, distributed, publicly performed, or displayed, transmitted, or used, and related rights except as provided in these Terms, without Our written permission. Re-publication or citation of any content generated by the Platform and/or Services without Our written consent is expressly prohibited, except as otherwise set forth herein. Our websites, Platform, and/or Services may contain other proprietary notices and copyright information, the terms of which must be observed and followed. INTTRA, Cloud Logistics, and TMS Made Easy and any other marks identified as such are Our trademarks and may not be used without prior written permission. We assert no claims to the marks of Carriers and/or others displayed by Us on Our websites, Platform, and/or Services.
5.8. Anyone who believes that his or her work has been reproduced on the Platform in a way that constitutes copyright infringement may notify Our legal department by providing the following information:
If You give notice of copyright infringement by e-mail or phone, Our legal department will begin investigating the alleged copyright infringement; however, We must receive Your signature by mail before We are required to take any action. More information about U.S. copyright law can be found at the United States Copyright Office, which can be found here: http://www.copyright.gov/.
Notices of copyright infringement claims should be sent to copyright@inttra.com or legal@e2open.com.
5.9. You agree that We may identify You as a user of Our services and that We may use Your business name and logo in doing so, including in sales presentations, marketing materials, and on its websites. Upon Our request, the parties will cooperate to timely issue a mutually agreed joint press release, case study, and/or reference regarding Your use of Our services.
6.1. Each Party acknowledges that it may have access to Confidential Information of the other Party and agrees, for the duration of this Agreement and 3 years thereafter, to hold the other’s Confidential Information in confidence subject to the limitations of Section 6.2. Each Party agrees to take commercially reasonable steps, which are at least as stringent as it takes to protect its own Confidential Information, to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of this Section 6.
6.2. The obligations in Section 6.1 will not apply to any information (i) at the time of disclosure is in the public domain or generally known or knowable by the public; (ii) after disclosure, becomes part of the public domain or generally known or knowable by the public, except by breach of this Agreement; (iii) was already in the receiving Party’s possession at the time of disclosure by the disclosing Party; (iv) resulted from the receiving party’s own research and development, independent of disclosure from the disclosing Party; (v) where Vendor has exercised its rights granted in Section 5.5 (vi) the receiving Party receives from third parties, provided such information was not obtained by such third parties from the disclosing Party on a confidential basis; (vii) is produced in compliance with applicable law, the rules of a recognized stock exchange, a court order, in connection with a subpoena or similar legal process, (viii) is produced in compliance with the Privacy Policy; (ix) must be disclosed to enforce rights under this Agreement; or (x) is furnished to the receiving Party by a third party without restriction on disclosure.
7.1. While We have used reasonable efforts to ensure that the Vendor Materials are accurate and up to date, We are not responsible or liable for any errors, inaccuracies, or omission in the Vendor Materials or Third-Party Data or in the data from which the Vendor Materials are derived. THE PLATFORM, SERVICES, VENDOR MATERIALS, AND THIRD-PARTY DATA ARE PROVIDED “AS IS” WITH NO GUARANTEES OF COMPLETENESS, ACCURACY, OR TIMELINESS OF RESULTS OBTAINED FROM THE USE THEREOF.
7.2. We make no warranties or representations whatsoever regarding any other Web sites Customer may access through the Platform and/or the Services. When accessing a non-Vendor website, Customer understands that that website is independent from Us and that We have no control over the content of that website. In addition, a link to a non-Vendor website does not mean that We endorse or accept any responsibility for the content or the use of such website. It is up to the Customer to take precautions to ensure that whatever is selected for Customer’s use is in all ways suitable and free of viruses and other items of destructive nature.
8.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY: (A) FOR ANY LOSS OF BUSINESS, LOSS OF USE OR OF DATA, DELAY OR INTERRUPTION OF BUSINESS, OR LOST GOODWILL; (B) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, SOFTWARE, OR SERVICES; OR (C) FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2. OUR MAXIMUM AGGREGATE LIABILITY WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU FOR THE SPECIFIC SERVICE GIVING RISE TO THE LIABILITY, AS SUCH FEES ARE IDENTIFIED ON AN ORDER FORM OR IN AN SOW, DURING THE 12 MONTH PERIOD PRECEDING THE EVENT OR ACTION GIVING RISE TO LIABILITY (OR IF SUCH CLAIM ARISES DURING THE INITIAL 12 MONTHS OF THIS AGREEMENT, THE FEES EXPECTED TO BE PAID DURING SUCH 12 MONTH PERIOD), OR $5,000, WHICHEVER AMOUNT IS MORE. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
8.3. YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM, SERVICES OR OTHERWISE RELATED TO THIS AGREEMENT MUST BE ASSERTED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE. YOU EXPRESSLY WAIVE ANY RIGHT YOU MAY OTHERWISE HAVE UNDER ANY STATUTE OR LAW FOR ANY CLAIMS NOT MADE WITHIN SUCH ONE-YEAR PERIOD.
8.4. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE AND WILL INURE TO THE BENEFIT OF US, INCLUDING OUR AFFILIATES, SUCCESSORS, AND/OR ITS RESPECTIVE SUPPLIERS.
Customer will indemnify, hold harmless, and defend Us (including our Affiliates), and all of its (including its Affiliates) current and former officers, directors, members, shareholders, agents, and employees from any and all Claims. “Claim” means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, fines, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees and costs)), which arises out of: (a) Customer’s breach of this Agreement, or (b) Customer’s or Customer’s customer use of or access to Our websites, Platform, and/or the Services. We will provide Customer with reasonable notice of any Claim. Customer will not settle any claim without Our prior written consent, which will not be unreasonably withheld.
This Agreement incorporates the Privacy Policy where applicable.
10.1. The parties must at all times comply with applicable Privacy Laws, in the collection, storage, use and disclosure of any Personal Data they collect, use or otherwise access in connection with the services under this Agreement. Legitimate data protection obligations of the parties pertaining to possible commissioned data processing are subject to the Data Processing Addendum.
10.2 The Data Processing Addendum forms part of the Agreement between You and the Us. We may, from time to time and upon providing the Customer with thirty (30) days’ prior notice, provide the Customer with an updated Data Processing Addendum.
We will, for the purposes of support, maintenance, testing, development, security and license compliance, account management and general communications, collect, retain, inspect and analyse information about the Customer´s computer hardware, system, network, key management contacts, accounting and staff details, customs entries, client, carrier, agent and vendor details and other information held in the Services including whole backups of live or test data that may be provided by the Customer and the Customer authorizes Us to collect, retain, inspect and analyse information as described in this section and in accordance with the Privacy Policy. Additionally, We may provide the Customer´s contact details and information about the Customer´s monthly usage to independent third parties providing external services or certified in the Services and the Customer authorize Our provision of such information.
11.1. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior representations and understandings, whether oral or written. This Agreement may not be amended, nor any obligation waived, except by a writing signed by the authorized representatives of both parties. No terms, provisions or conditions of any purchase order, acknowledgment, or other business form that You may use in connection with the acquisition of the Services or use of the Platform will have any effect on the rights, duties or obligations of the parties relating to Your Use of the Services or the Platform provided under, or otherwise modify, this Agreement, regardless of any failure by Us to object to such terms, provisions or conditions. The parties exclude in its entirety the application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods.
11.2. We may assign our rights and interests under this Agreement to any of Our Affiliates at any time by notice to Customer. No right or interest under this Agreement may be assigned or otherwise transferred by Customer without Our prior written consent. The foregoing notwithstanding, upon written notice to Us, Customer may assign, or otherwise transfer this Agreement to any Affiliate which Controls, is Controlled by, or is under common Control with Customer, or to the surviving entity as a result of a merger, acquisition or reorganization of all or substantially all of Customer’s assets or stock provided such entity is not deemed by Us to be a direct competitor of Vendor and agrees in writing it is bound by the terms of this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the successors and assigns of Customer and Vendor. Notwithstanding the foregoing, Customer understands and agrees that We may set fees charged to Customer upon Customer’s structure, size, and estimated usage of the Services as of the date of an Order Form. If Customer undergoes a merger or acquisition, Customer’s use of the Services may change materially. Fees do not include additional volume which results from a merger or acquisition. If Customer wishes to use the Services for the newly acquired or merged company, it will provide written notice to Us. We reserve the right to revise fees in such event, and the Parties will negotiate such revised fees in good faith. If the Parties are unable to come to an agreement, We reserve the right to limit, suspend, and/or terminate Services.
11.3 You must give notice to us under these Terms by email to company.secretary@wisetechglobal.com.
11.4. Services. We may give notice to You using any of Your contact details provided to Us in connection with Your use of the Services.
11.5. You will comply with all applicable laws and regulations governing the use, access, or export of the Services, Platform, or any part thereof. Without limitation, the Platform or Services or any part thereof may not be used or accessed within or by, or otherwise exported to, (a) any United States embargoed country; or (b) anyone on the United States Treasury Department’s list of Specially Designated Nations, the United States Department of Commerce’s Table of Denial Orders, or other similar lists of parties that We are prohibited from doing business with. Both parties will comply at all times with all applicable laws and regulations, including without limitation, anti-corruption laws including, such as the US Foreign Corrupt Practices Act and the UK Bribery Act 2010.
11.6. If any provision of this Agreement is found to be unenforceable, the remainder will be enforced as fully as possible, and the unenforceable provision will be deemed modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the parties as expressed. Any failure to enforce any provision of this Agreement will not constitute a waiver thereof or of any other provision.
11.7. In the event of any conflict between contract documents You have with Us, the order of precedence is (i) any Order Form (ii) these Terms (iii) a Price List, and then (iv) any other applicable terms. Should a conflict exist between several Order Forms then the terms of the most recent Order Form will prevail.
11.8. Each Party agrees to bear its own costs relating to the Services, including, but not limited to, costs associated with support, maintenance, testing, interface development, and EDI mapping. The Parties are independent contractors acting for their own account, and neither party is authorized to make any representation or commitment on behalf of the other. This Agreement will not be construed as creating a partnership, joint venture, franchise, agency, or similar relationship between the Parties.
11.9 If after good faith negotiations between the senior leadership of the parties performed within 30 days of being notified of a dispute, a dispute arising out of or related to this Agreement cannot be resolved directly by the parties, then any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, will be referred to and finally resolved by arbitration under the then-current American Arbitration Association (AAA) rules for arbitration of commercial disputes; provided that the foregoing will not preclude the parties from immediately seeking any preliminary or injunctive remedies available under applicable laws for any purpose before any competent tribunal, without limitation, courts, and that any question regarding the existence, validity or termination of this proviso will be determined by such tribunal. The arbitration will be conducted by one arbitrator who is mutually agreeable to the parties and who has no prior relationship with either of the parties. Any court having jurisdiction may enter judgment upon the award rendered by the arbitrator. The place of arbitration will be in New York, NY, USA. The dispute resolution process described in this section will apply regardless of the country of origin of any dispute. The costs of the arbitration, including administrative and arbitrator fees, will be shared equally by the parties. Each party will bear its own costs and attorney and witness fees. In the event that arbitration is unenforceable, the parties irrevocably submit to the exclusive jurisdiction and venue of the state courts with jurisdiction in New York County, New York and waives any objection to venue or forum in such court. The parties agree to waive jury trial.
11.10. This Agreement is governed by, construed, and enforced under the laws of the State of New York, USA, without regard to its conflicts of laws principles.
11.11. This Agreement was drafted, negotiated, and entered into by the Parties in English. Notwithstanding the translation of this Agreement into any other language, by any party, for convenience or any other purpose, the English text will govern and control.
11.12. In the case Order Forms are executed through a signed document, Order Forms may be executed in identical counterparts each of which are deemed an original and all of which together will constitute one instrument. Signatures transmitted by facsimile transmission will constitute legally binding and effective execution and delivery.
11.13. We will not be liable for delays or failures in its performance to the extent such failures or delays result from acts beyond Our reasonable control, including, but not limited to, fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, strikes, walkouts, riots, civil disorders, rebellions, quarantines, epidemics, embargoes or other similar governmental action.
You are liable to Us and the Transmitting Carrier(s) for, and will indemnify, hold harmless, and defend Us and Transmitting Carrier(s) (and its and their current and former officers, directors, shareholders, agents, property, and employees) against and from any and all Claims. Claims include, but are not limited to, any action, cause of action, suit, proceeding (arbitral or otherwise), claim, or demand of any party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, interest and expenses (including without limitation reasonable attorneys’ fees and costs)), which arise(s) out of: (a) Customer’s breach of this section 12; (b) Customer’s use of or access to (i) Our systems and/or BL Data Service, or (ii) BL Data; (c) the use or misuse by any party with whom the Customer has shared BL Data or whom Customer has designated as an intermediary to receive BL Data from Us on its behalf (including Our alliance partner), or any access by such party to (i) Our systems, BL Data Services, or (ii) BL Data; or (d) any mis-delivery, non-delivery, theft, conversion, misuse, fraud or inaccurate submission, receipt or distribution of any BL Data. We and/or each Transmitting Carrier may, at their/its expense, employ separate counsel to monitor and participate in the defense of any Claim. We and the Transmitting Carrier(s), will provide Customer with reasonably prompt notice in writing of any Claim.
You are liable to Us and the Carrier(s) for, and will indemnify, hold harmless, and defend Us and Carrier(s) (and its and their current and former officers, directors, shareholders, agents, property and employees) against and from any and all Claims. Claims include, but are not limited to, any action, cause of action, suit, proceeding (arbitral or otherwise), claim, or demand of any party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, interest and expenses (including without limitation reasonable attorneys’ fees and costs)), which arise(s) out of: (a) Customer’s breach of this section 12; (b) Customer’s use of or access to (i) Our systems and/or BL Image Services, or (ii) BL Image; (c) the use or misuse by any party with whom the Customer has shared BL Image or whom Customer has designated as an intermediary to receive BL Image from Us on its behalf (including Our alliance partner), or any access by such party to (i) Our systems and/or BL Image Services, or (ii) BL Image; or (d) any mis-delivery, non-delivery, theft, conversion, misuse, fraud or inaccurate submission, receipt or distribution of any BL Image. We and/or each Carrier may, at their/its expense, employ separate counsel to monitor and participate in the defense of any Claim. We and the Carrier(s) will provide Customer with reasonably prompt notice in writing of any Claim.
For purposes of BL Image only, Carrier(s) will have the right to enforce this Agreement with respect to only the BL Image Service for the benefit of Carrier. Carrier(s) may enforce any such rights without joining Us to such enforcement action. Nothing in this Agreement or the relationships created by it will be construed to make or constitute Us as an agent, servant, employee or partner of either Customer, Affiliate(s) or any Carrier(s).
We and Carriers (including each of their respective employees, agents, officers, directors, licensors or affiliates) will have no liability for any inaccuracies, errors, or omission contained within any data caused by or attributable to BL Image(s) or BL Data; Your interaction with BL Image(s) or BL Data; any electronic agreement or other contract entered into between You or any third party; and Your use or inability to use BL Image(s) or BL Data or third party use of, or reliance on, the BL Data or BL Image.
WE AND CARRIER(S) DO NOT WARRANT AGAINST, AND WILL NOT BE LIABLE FOR, ERRORS IN THE TRANSMISSION OR CONTENT OF BL DATA, AND SPECIFICALLY DO NOT WARRANT AGAINST ERRORS THAT WOULD RESULT IN THE DISCLOSURE OF BL DATA TO THIRD PARTIES.
12.1. If you Use BL Image Services, the following terms apply:
Registration to use the BL Image application is required. You may elect to obtain BL Image by contacting customer service. We will work with You to gather information about the selected Carrier(s) You wish to register with for BL Image, as well as Your contacts at the Carrier(s). You also need to appoint a person as Your BL Approval Contact. The BL Approval Contact is responsible for approving and removing Customer users for BL Image access. Each Carrier You wish to register with must first approve Your request for BL Image access.
The BL Images offered to Carrier-approved Customers by a requested Vendor -approved Carrier (“Carrier-Specific Services”) depend on, and are subject to, the BL Image permitted by each such specific Carrier. To the extent permitted by each individual Carrier, the BL Images offered may include but not be limited to the following: remote printing of Sea Waybills (“Waybills”);
remote printing of negotiable Bills of Lading (“Negotiable B/Ls”) Originals; remote printing of Negotiable B/Ls – copies; remote printing of non-Negotiable B/Ls – originals; remote printing of non-Negotiable B/Ls – copies; Customer authorization to sign Waybills as Agent for Carrier; Customer authorization to sign non-Negotiable B/Ls as Agent for Carrier; Customer authorization to sign Negotiable B/Ls as Agent for Carrier; and Customer authorization to print Waybills on Carrier paper stock. In their sole discretion, We and each Carrier may modify or change the BL Images provided to Customer from time to time.
Any Data accessed through Us and/or a BL Image (a) do not constitute “Electronic Bills of Lading”, “paperless trading”, a “contract of carriage”, or a “contract of transport” (as those terms may be used generally in the shipping industry), (b) will not be used to create unauthorized documents of any kind, including unauthorized bills of lading or Waybills, (c) have no commercial value in and of themselves, (d) may not be used to transfer by endorsement or otherwise the rights under a contract of carriage, and (e) may not be used for purposes of transferring ownership of cargo or as negotiable instruments. BL Image(s) merely provides an alternative method of exchanging Data electronically between Parties or “Allowed Parties” (defined below) to assist in the preparation of documents prior to actual issuance of traditional paper bills of lading or Waybills by the individual Carrier(s) or Carrier’s authorized agent. Although not necessarily printed by the Carrier, the Waybill or bill of lading to which the electronic data relates is issued by the Carrier. Only the Carrier and its authorized representatives and agents have authority to issue, sign, mark or alter any such document on behalf of the Carrier. Customer is authorized to remotely print such paper bill of lading or sea waybill in accordance with this Agreement but only if so specified and approved by the Carrier as a Carrier-Specific Service. Nothing in this Agreement constitutes an agreement to carry any goods or forms any part of a contract for the carriage of goods.
Once You are approved by (1) Us, and (2) the individual Carrier(s) from which you have requested BL Image access, and your BL Image access is activated, You are permitted to view, print, request changes to, approve, and share Data supplied by the Parties directly or via Alliance Intermediary, if applicable, to the extent authorized by the Carrier. This Agreement does not, by itself, grant to You any further right to access, copy, use, modify, sublicense, distribute, transfer or transmit any Data accessed on or through BL Image(s). Specifically, this Agreement does not, by itself, grant to You any right to sign any bill of lading or Waybill on behalf of Carrier(s), unless the specific Carrier has authorized You to sign such bill of lading or Waybill as agent for the Carrier. Customer will ensure that any bill of lading or Waybill is printed at Customer’s printer as soon as reasonably practicable onto Carrier’s paper stock as appropriate or, in the case of a Waybill, if and as permitted by the individual Carrier, onto good quality plain white paper consistent with relevant Carrier’s requirements. Customer will ensure that any bill of lading or Waybill once printed is (a) legible, showing the complete contents of the document without distortion or addition incorrectly centered portrait orientation, (b) is appropriately aligned and set out for the relevant paper size, and (c) accurately reflects the relevant Data supplied by the Parties as well as any additional information supplied by Allowed Parties or any third party. If any document which is printed (whether or not in full) pursuant to this Agreement does not comply, or if any electronic data is made available to the Customer in error, the Customer will immediately contact the Carrier and comply with said Carrier’s instructions in relation thereto. If there is any inconsistency between a Waybill or bill of lading that is printed and the latest document available in electronic form at www.inttra.com, the latter will prevail. A Carrier’s paper stock will remain the property of that particular Carrier until printed and executed pursuant to this Agreement. The Customer will make no alteration to the individual Carrier’s paper stock and unconditionally guarantees the secure and safekeeping of such Carrier’s paper stock to prevent release to any third party or the unauthorized or unlawful use of such Carrier’s paper stock by the Customer, its employees, agents or any third party. Customer will report immediately to Us and the relevant Carrier(s) any breach or suspected breach of security, including, but not limited to, loss or theft of Carrier’s paper stock, even if temporary. Customer will acknowledge receipt of Carrier’s paper stock, indicating the exact quantity received. Customer will also maintain an inventory of Carrier’s paper stock, including the serial number of each, whether actually used or wasted, and supply such inventory records to the relevant Carrier upon its request. Customer will ensure that the number of attempts to print an original bill of lading does not exceed the number of originals shown on the face of the bill of lading as having been issued. If for technical reasons (for example, difficulties in printing) more attempts to print are required, the express prior written authority of the Carrier must be obtained. This will be at the Carrier’s absolute discretion, which in any event will be conditional on (a) the Carrier receiving a letter of indemnity, signed by the Customer, in the terms provided by or agreed with the Carrier, and (b) any paper document which is to be replaced pursuant to such authority having first been destroyed.
As a BL Image Customer, You are permitted to access, receive, and exchange, and/or submit Data through the Platform in accordance with the following:
As a BL Image(s) Customer, You are permitted to receive and distribute Data from BL Image(s) only in accordance with the specific functionality of BL Image(s) and pursuant to the following:
All Data accessible through BL Image(s) are, and will continue to be, owned exclusively by the rightful holders of the copyright in the relevant Data. Such holders have granted to Us the express or implied right to process the Data in connection with the services provided by Us through BL Image(s) and the Data are protected under applicable copyrights, patents, trademarks, trade dress, and/or other proprietary rights. Under no circumstances will You acquire any ownership rights or other interest in any Data solely by virtue of being a BL Image Customer.
No Customer-Affiliate(s) will have access to or be entitled to use the Platform or Carrier-Specific Services unless each such Affiliate(s) is first approved by the respective Carrier(s).
This Agreement gives Customer the right to access BL EDI either directly or via an Alliance Intermediary. Customer acknowledges and agrees that the following additional terms apply to Customer’s access to BL EDI via the Alliance Intermediary: (a) neither Us nor any Carrier(s) will have any liability to Customer or any Customer-Affiliate(s) arising from, or any way related to (i) any action or inaction on the part of Alliance Intermediary, or (ii) any Data transmitted between Customer and Alliance Intermediary; (b) Alliance Intermediary is not a party to this contract, and the relationship between Customer and Alliance Intermediary is, instead, covered by the corresponding agreement between Customer and Alliance Intermediary, if any; and (c) nothing in this Agreement will be construed to make or constitute either Us or any Carrier as an agent, servant, employee or partner of Alliance Intermediary.
BL Image Services will continue in effect until terminated by either Party upon 30 days prior written notice to the other. Termination of BL Image will not constitute termination of the Terms. Notwithstanding the foregoing, BL Image will be automatically terminated as part of a termination of the Terms, with cause or without cause, as applicable, in accordance with the corresponding terms of the Terms.
BL Image Service will not in any way reduce, increase or modify any separate right or obligation of Customer or of the Carrier, nor will it increase Carrier’s liability in any way under any other document or agreement between Customer and the Carrier, including, without limitation, the Carrier’s contract of carriage rights and obligations under the bill of lading or Waybill.
12.2. If you Use BL Data Services, the following terms apply:
You may select to obtain BL Data by contacting customer services. Once Customer is activated and approved by both We and the individual Transmitting Carrier(s) from which Customer has requested BL Data access, Customer is permitted to access and receive BL Data transmitted by those Transmitting Carriers to the extent authorized below. Except as set forth in this Agreement, BL Data does not grant to Customer any right to copy, use, modify, sublicense, distribute, transfer, or transmit any BL Data accessed through the Platform.
To protect the confidentiality of BL Data, We strongly recommend that Customer implement secure communication protocols, such as secure FTP or AS2. If Customer, nonetheless, elects to access BL Data utilizing non-secure communication protocols, Customer acknowledges that the use of such non-secure protocols may result in unauthorized access to BL Data and fully assumes all liability arising from or relating to such unauthorized access.
Notwithstanding anything to the contrary contained in this Agreement, the following terms apply to the receipt, use and distribution of BL Data by Customer or any party acting on behalf of Customer:
Limited Use of BL Data (i) ANY BL DATA ACCESSED OR RECEIVED THROUGH EDI DOES NOT CONSTITUTE “ELECTRONIC BILLS OF LADING”. UNLESS A SEPARATE WRITTEN AUTHORIZATION BY TRANSMITTING CARRIER IS PROVIDED, BL DATA WILL NOT BE USED TO CREATE BILLS OF LADING AND WAYBILLS, WILL HAVE NO COMMERCIAL VALUE IN AND OF THEMSELVES, MAY NOT BE USED TO TRANSFER BY ENDORSEMENT OR OTHERWISE THE RIGHTS UNDER A CONTRACT OF CARRIAGE, AND MAY NOT BE USED FOR PURPOSES OF TRANSFERRING OWNERSHIP OF CARGO OR AS NEGOTIABLE INSTRUMENTS. WE MERELY PROVIDE AN ALTERNATIVE METHOD OF ACCESS TO AND RECEIPT OF BL DATA ELECTRONICALLY BY CUSTOMER FROM THE TRANSMITTING CARRIERS OR THEIR AUTHORIZED AGENT(S); (ii) BL Data may be used only for purposes of updating Customer’s backend systems or data visibility tools to allow Customer and Allowed Parties (as defined below) to view, download, and use the BL Data. BL Data may not be used as a substitute for Transmitting Carrier’s carrier-generated freight invoices. In the event of a discrepancy between data included in the BL Data and data within any official document issued by the Transmitting Carrier, such as freight invoices or transport documents, the document issued by the Transmitting Carrier will take precedence; (iii) NOTHING IN THIS AGREEMENT IS OR WILL BE CONSIDERED AN AGREEMENT TO CARRY ANY GOODS OR FORM ANY PART OF A CONTRACT FOR THE CARRIAGE OF GOODS; and (iv) Customer will not use BL Data in any unlawful way or for any unlawful purpose.
Distribution of BL Data: (i) Customer agrees that it is legally responsible for protecting BL Data from any misuse, and will not disclose or distribute the BL Data, in any format and/or through any means (including, without limitation, via email or internet), other than to those persons or entities lawfully listed on the transport documents, legally authorized relevant government entities, and Customer’s legally authorized brokers, agents, logistics providers and banks (collectively “Allowed Parties”); (ii) Customer will limit any sharing of BL Data with Allowed Parties only to the following uses: data visibility, customs filing, governmental requirements, import documentation, accounting record keeping and cargo release. Further, any sharing of BL Data will also be in accordance with the terms set forth herein; (iii) Sharing of BL Data for other uses or with other parties not listed above is specifically prohibited; and (iv) further, Customer acknowledges that there may exist additional restrictions on the use and distribution of the BL Data arising from agreements personal as between Customer and the Transmitting Carrier.
BL Data Services will continue in effect until terminated by either Party upon 30 days prior written notice to the other. Termination of BL Data will not constitute termination of the Terms. Notwithstanding the foregoing, BL Data will be automatically terminated as part of a termination of the Terms, with cause or without cause, as applicable, in accordance with the corresponding terms of the Terms.
BL Data Service will not in any way reduce, increase or modify any separate right or obligation of Customer or of the Transmitting Carrier, nor will it increase Transmitting Carrier’s liability in any way under any other document or agreement between Customer and the Transmitting Carrier, including, without limitation, the Transmitting Carrier’s contract of carriage rights and obligations under the bill of lading.
The following terms and conditions apply only to Professional Services.
13.1. Standard Integration Services. Unless otherwise specified on an Order Form, the following terms apply to standard integration services: (i) We perform standard integration services in Our discretion on a time and materials basis in accordance with the applicable Documentation; (ii) You will perform all technical and development work on its systems to conform with the Documentation; (iii) You will fully cooperate with Us in the performance of Our responsibilities as set forth in the Documentation; (iv) You will make appropriate IT/eCommerce and operational resources available to complete a minimum of one Integration within 45 days of the Order Form effective date; (v) If during the course of a standard integration We and/or You reasonably determine that Your systems require a custom integration, then We will stop work and negotiate the terms of a custom integration Order Form, including additional cost to be paid to Us for custom work; (vi) We reserve the right to suspend all work on or cancel any or all Integrations if We, in Our sole reasonable discretion, determines that Customer failed to provide resources or work with Us as reasonably required to complete Our obligations; and (vii) We may terminate any or all Integration Order Forms, in whole or in part, due to Your failure to perform Your obligations and upon such termination, We will have no obligation to perform Our obligations and no fees will be refunded to Customer.
13.2. Custom integration services and other Professional Services. An Order Form with attached statement of work will be agreed by the parties for any custom integrations or professional services other than standard integration services.
The following terms and conditions apply only to Services that are identified as a transportation management system on an Order Form such as those delivered under the Cloud Logistics® by E2open brand.
14.1 Customer is responsible for directly transferring and procuring the necessary license and rights to use mileage and/or mapping software that is compatible with the Services (each, “Mileage and/or Mapping Software”). The Mileage and/or Mapping Software is integral to Customer’s receipt of the full benefits of the Services and obtaining a license from the vendor is Customer’s sole responsibility. Vendor will have PC Miler, Rand McNally, SMC3 for LTL, Google Maps, and other necessary third-party software functionality embedded in its TMS application and is responsible for providing support relating to the inoperability of the Services with the Mileage Software and/or Mapping Software. Customer is responsible for:
the fees associated with accessing the carrier safety/insurance websites if that component is being accessed within the Services; and
the fees associated with other, optional third-party software to which the Services is integrated including, but not limited to, DAT Rateview, BreakthroughFuel, LocusTraxx and Truckstop.com.
The following terms and conditions apply only to Customer Service and Application Uptime.
15.1. Definitions.
“Applicable Services” means the INTTRA Subscription Services to which this Service Level Agreement applies as identified in the Order Form. Applicable Services may include Predictive ETA, Shipment Booking & Instructions, and Rates and Schedules Management – Ocean Schedules.
“Critical Maintenance” means a disruption of the Applicable Services for critical maintenance that is required outside of a Scheduled Maintenance Window; provided Vendor shall (1) provide Customer with commercially reasonable advance notice and (2) undertake commercially reasonable efforts to minimize any downtime resulting from any such Critical Maintenance; and in no event will such downtime exceed 72 consecutive hours.
“Excused Downtime” means the total number of minutes in a month for which the Applicable Services are unavailable for reason of (i) the performance of Customer’s or Customer’s authorized users’ (where permitted) own systems, dedicated networks and associated networks and connections; (ii) performance of public networks such as the internet, communications or power supplies systems (excluding, for the avoidance of doubt, INTTRA’s or its subcontractors’ and suppliers’ backup power supply systems); (iii) Force Majeure Events; (iv) Scheduled Maintenance; (v) access restrictions due to security activity or initiated pursuant to the Acceptable Use Policy; and (vi) Critical Maintenance.
“Force Majeure Events” are acts beyond a party’s reasonable control, including, but not limited to, acts of God, strikes and walkouts (other than localized strikes and walkouts), riots, acts of war, epidemics, governmental regulations, failure of suppliers to perform, general power failure(s), earthquakes, and other natural disasters.
“Scheduled Maintenance” means planned maintenance or system updates, which to the extent technically and commercially reasonable, will occur no more often than twice per month and between a Saturday at 13:00 hours GMT and the following Sunday at 13:00 hours GMT (“Scheduled Maintenance Window”).
15.2. Target Availability. Vendor will use commercially reasonable efforts to make the Applicable Services available to Customer 99.5% of the time during any calendar month (“Target Availability”). Any period of Excused Downtime will not be counted as a period of unavailability.
15.3 Customer Support Hours. Customer Support is available as published at https://www.inttra.com/contact-us.
