This Agreement is dated on the date of registration by the Enquirer on the FreightArranger website.
(1) TruckTrain Brokerage Limited (trading as FreightArranger) incorporated and registered in England and Wales with company number 07172795 whose registered office is at West View, Brownshill, Stroud, Gloucestershire, GL6 8AQ (FreightArranger).
(2) [%FULL_COMPANY_NAME%] incorporated and registered in England and Wales with company number [%COMPANY_NUMBER%] whose registered office is at [%REGISTERED_OFFICE_ADDRESS%] (Enquirer).
(A) FreightArranger operates freightarranger.co.uk, an online-booking facility for rail and road haulage. FreightArranger and freightarranger.co.uk are not rail or road hauliers.
(B) Enquirer wishes to have access to and use the features of freightarranger.co.uk (as set out below).
(C) The parties agree that Enquirer shall be permitted access and use of the features available to registered hauliers of freightarranger.co.uk on the terms of this agreement.
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Annual Licence Fee: £FreightArranger is free to use until 30 September 2014.
Customer Data: means Data
Data: means any and all material and/or information which you submit or upload to the Site;
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
Registered User: means a user of the Site that has been issued with a user identification or password by us for the purpose of seeking the services of Suppliers;
Site: means www.freightarranger.co.uk; and
Supplier: a transport supplier who makes its services available to Registered Users via the Site.
1.2 References to we, us and our are references to FreightArranger. References to you and your are references to Enquirer.
1.3 Clause and paragraph headings shall not affect the interpretation of this agreement.
1.4 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns.
1.5 The background section above and any documents referred to in this agreement form part of this agreement and shall have effect as if set out in full in the body of this agreement.
1.6 Words in the singular shall include the plural and vice versa.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.8 Where the words include(s), including or in particular are used in this agreement, they are deemed to have the words without limitation following them. Where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.
1.9 Any obligation in this agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.
1.10 References to clauses are to the clauses of this agreement.
2. Access to the Site
2.1 In consideration for the Annual Licence Fee, which is payable by you to us upon signing this agreement, and on every anniversary of this agreement until it is terminated in accordance with clause 10, you are permitted access to the Site as a Registered User for a 12 month period commencing on the date of this agreement as well as any further 12 month periods following receipt by us of the Annual Licence Fee ("Renewal Period").
2.2 Approximately 28 days prior to the beginning of each Renewal Period, we will issue you with an invoice for the Annual Licence Fee for any forthcoming Renewal Period. All such invoices are payable immediately. In the event that any invoice is not paid by the beginning of the Renewal Period, your access to the Site as a Registered User will be suspended until such payment is received.
2.3 Access to the Site is permitted on a temporary basis, and we reserve the right to withdraw or amend the features we provide on the Site without notice. From time to time, we may restrict access to some parts of the Site, or our entire site.
2.4 We do not provide any guarantee as to the availability of the Site and we will not be liable if the Site is unavailable at any time or for any period.
2.5 If you are provided with a user identification, password or any other information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. You are responsible for all persons who access the Site using any user identifications or passwords issued to you.
2.7 We are not responsible for any of the hardware, software, internet connection or any other requirement necessary for you to have access to the Site.
3. The Site
3.1 The Site allows Registered Users to enter Data, including consignment start and end location, weight and size, in order to allow the Site to display potential Suppliers who are willing to transport such consignments. The availability of Suppliers and the prices that they have offered will be available for up to 5 minutes from the time that you submit your Data to the Site. Such prices do not currently include any transit to the origin or from the destination stated in any Data or any charges for storage, demurrage, penalties, or any other similar additional charges, which you will be responsible for in addition to any quoted prices (please see the Suppliers' terms and conditions in relation to these). Prices do currently included charges for lifting containers and fuel escalators. It is your responsibility to check what the displayed price includes and excludes.
3.2 It is your responsibility to select an appropriate Supplier on the basis of the services required and the contractual terms and rates offered by each of the Suppliers. We do not provide any assurances as to the ability of a Supplier to perform its obligations under any contract you may enter into with them.
3.3 After having used the Site to confirm your selection of a Supplier, the identity of the Supplier will be revealed to you as well as the further details necessary for you to progress your transportation requirements and to formalise your contract with the Supplier.
3.4 As part of this agreement you will have been supplied with a pack of the standard terms and conditions of all of the Suppliers ("Supplier Terms & Conditions"). In signing this agreement and using the Site, you acknowledge that you are accepting all of the Supplier Terms & Conditions.
3.5 In the event that you select a Supplier via the Site, the resulting legal contract is between you and the Supplier that you have selected, and is subject to the relevant Supplier Terms & Conditions.
3.6 TruckTrain Brokerage Limited (trading as FreightArranger) is also acting as a Supplier for some of the services offered within the Site. The TruckTrain Brokerage Terms and Conditions for freight movement services are displayed on the Site page “Haulier Terms and Conditions” and the preamble lists the haulier names used by TruckTrain Brokerage within the Site.
3.7 The Supplier Terms & Conditions may be amended from time to time and we will provide you with notice of such changes. Your continued use of the Site will constitute your acceptance of such amended Supplier Terms & Conditions.
3.8 The Site acts as a forum by which Registered Users and Suppliers can offer and accept transport services and form contracts together for the provision of such services. We do not provide any transport services whatsoever.
3.9 It is up to you to ensure you can comply with the Supplier Terms & Conditions (for example, all containers must be in the condition required by the Supplier) and we will have no liability for any costs or problems you incur as a result of not being able to comply with Supplier Terms & Conditions or as a result of your contract with the Supplier being terminated.
3.10 We are under no obligation to you or any other person to oversee, monitor or moderate the Site or any other service we provide on the Site.
3.11 The Site may not always be able to make transport services available for all journeys. However, when it is not possible to make rail transport services available, the Site may provide access to alternative services, including road haulage.
3.12 The Site will calculate greenhouse gas emission saving statistics based on your usage of the functions of the Site in accordance with the published guidance for such practices by DEFRA and the Department for Transport, or their successor organisations. However, we do not warrant the accuracy of any such statistics.
4. Prohibited uses
4.1 You may not use the Site of any unlawful purpose, including:
4.1.1 any way that breaches any applicable local, national or international law or regulation;
4.1.2 any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
4.1.3 to send, knowingly receive, upload, download, use or re-use any material that does not comply with the terms of this agreement;
4.1.4 to knowingly transmit any data, send or upload any material that contains viruses, or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
4.1.5 to send, receive, upload, download or display any information or material which is or which may be considered to be offensive, abusive, indecent, libellous, defamatory, obscene or menacing, or in breach of confidence, privacy, intellectual property rights or any other third party rights;
4.1.6 the sending unsolicited advertising or promotional material (spam);
4.1.7 to reproduce, duplicate, copy or re-sell any part of the Site or the features or services available from the Site; or
4.1.8 to access without authority, interfere with, damage or disrupt any part of the Site, any equipment or network on which the Site is stored, any software used in the provision of the Site, or any equipment or network or software owned or used by any third party; or
4.1.9 for commercial predation (e.g. sales volumes/prices).
4.2 We have the right to determine at our discretion whether there has been a breach of this agreement through your use of the Site. When a breach has occurred, we may take any action as we deem appropriate.
4.3 The Site may not be used for the purpose of the transport of any goods whose transport is prohibited by law.
4.4 If your consignment will include the transport of hazardous goods or other goods, including animals, whose transport is restricted by law, those goods must be packaged correctly, and your submission of Data must clearly state the nature of the goods to be transported and the details of the transport method required to comply with all relevant laws and regulations. You should also note that a request to transport hazardous or unusual goods will result in a 1 hour delay in producing results on the Site.
4.5 Full responsibility for compliance with any laws and regulations in relation to the transport of any hazardous or restricted goods lies with you and/or your selected Supplier.
4.6 The Site includes a web page providing guidance on the safe loading of containers and you hereby warrant that you will comply with the guidance.
5. Data and Personal Data
5.1 Data must be genuine, accurate and comply with applicable standards and law in the UK and in any country from which it is submitted.
.2 You warrant that that all Data complies with clause 5.1, and you indemnify us for any breach of this warranty.
5.3 You irrevocably licence us to use the Data on a worldwide, non-exclusive, royalty free basis in perpetuity and shall indemnify us for all liabilities, loss, damage, costs and expenses arising out of our use of Data.
5.4 We may disclose any Data or other information held in relation to you to law enforcement authorities if required to do so.
5.5 We will not be responsible or liable to you or any third party in the event that any Data is in breach of the terms of this agreement, including being inaccurate or misleading in any respect whatsoever.
5.6 You will not upload Data to or via the Site which is technically harmful to any person (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
6. Intellectual Property Rights
6.1 We are the owner or the licensee of all Intellectual Property Rights in the Site, the material published on it and software used to run it. Such works are protected by copyright laws and treaties around the world. All such rights are reserved and no rights shall be assigned to you by virtue of this agreement.
6.2 You may print off one copy, and may download extracts, of any page(s) from the Site for your personal reference and you may draw the attention of others within your organisation to material posted on the Site.
6.3 You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
6.4 Our status (and that of any identified contributors) as the authors of material on the Site must always be acknowledged.
6.5 You must not use any part of the materials on the Site for commercial purposes without obtaining a licence to do so from us or our licensors.
6.6 If you print off, copy or download any part of the Site in breach of this agreement, we may immediately end your right to use the Site and you must, at our option, return or destroy any copies of the materials you have made.
6.7 You shall not acquire or use the word "FreightArranger" or any variant that includes the word "FreightArranger" as a trademark, domain name or logo.
7.1 Information and other materials published on the Site are not intended to amount to advice on which reliance can be placed. We disclaim all liability and responsibility arising from any reliance placed on such information or materials by any visitor to the Site (including Registered Users), or by anyone who may be informed of any of its contents.
8. Our Liability
8.1 The material displayed on the Site is provided without any guarantees, conditions or warranties as to its accuracy, usefulness or otherwise.
8.2 To the extent permitted by law, we hereby expressly exclude:
8.2.1 any liability for any action taken by us in response to breaches of this agreement by you;
8.2.2 all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity;
8.3 We expressly exclude our liability for any direct, indirect or consequential loss or damage incurred by you in connection with the Site or in connection with the use, inability to use, or results of the use of the Site, any websites linked to it and any information or materials posted on it, including, without limitation any liability for loss of income or revenue; loss of business; loss of profits or contracts; loss of anticipated savings; loss of data; and loss of goodwill for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this clause shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.
8.4 To the extent that we are liable to you for any amount, it shall be limited to the Annual Licence Fees we have received from you.
9. Links to and from the Site
9.1 You may link to the home page of the Site, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our written consent. The Site must not be framed on any other site.
9.2 You must not establish a link from any website that is not owned by you and we reserve the right to withdraw linking permission without notice.
9.3 If you wish to make any use of material on the Site other than as permitted under this agreement, please contact [ ]@freightarranger.co.uk.
9.4 We have no control over the contents of third party websites to which the Site has links (including any links to Supplier websites), and we accept no responsibility for them or for any loss or damage that may arise from your use of them.
10.1 Either party may terminate this Agreement at any time on written notice to the other if the other:
10.1.1 is in material breach of any of the terms of this Agreement and either that breach is incapable of remedy, or the other party fails to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach; or
10.1.2 is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.
10.2 You will not be entitled to any refund in relation to the Annual Licence Fee following any termination in accordance with this clause 10.
10.3 Either party may provide the other with at least 60 days written notice to terminate this agreement at the end of any of the 12 month terms which follow the payment of the Annual Licence Fee.
10.4 Termination by either party in accordance with the rights contained in this clause 10 shall be without prejudice to any other rights or remedies of that party accrued prior to termination.
10.5 Clauses 5, 6, 7, 8, 10 and 11 shall survive any effective termination of this Agreement.
11. General Terms
11.1 We may vary the terms of this agreement at any time upon giving you written notice. Some of the provisions contained in this agreement may also be superseded by provisions or notices published elsewhere on the Site. Any other amendment, waiver or variation of this agreement shall not be binding on the parties unless set out in writing, expressed to amend this agreement and signed by or on behalf of each of the parties.
11.2 You may not assign this agreement or any rights granted under it without our prior written consent.
11.3 Nothing in this agreement or use of the Site shall create or be deemed to create any joint venture, agency or partnership relationship between us, you or any Supplier whatsoever. You shall not hold yourself out as implying any such relationship with us.
11.4 No party shall be liable to the other for any delay or non-performance of its obligations under this agreement arising from any cause beyond its reasonable control including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion or civil commotion.
11.5 No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
11.6 If any provision of this agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.
11.7 No term of this agreement is intended to confer a benefit on, or to be enforceable by, any person who is not a party to it.
11.8 Any notice required to be given pursuant to this Agreement shall be in writing, and shall be sent to the other party marked for the attention of the signatories of this Agreement at the address set out for such party in this Agreement.
11.9 The English and Welsh courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to and use of the Site by you, however we retain the right to bring proceedings against you for breach of this agreement in your country of residence or any other relevant country.
11.10 This agreement and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
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