Please read these terms of service (these “Terms”) carefully as they form a contract between you and CertiWeight, as further identified in Section 17 of these Terms (“CertiWeight,” “we,” “us,” or “our”), that governs your access and use of: (i) the shipment collaboration platform provided by CertiWeight (the “Platform”); (ii) the software provided or made available by CertiWeight (the “Software”); and (iii) any written or electronic documentation provided or made available by CertiWeight (the “Documentation”) – collectively: the “Service(s)”.
- Acceptance of and changes to the Terms
BY USING THE SERVICE OR CLICKING ON THE CHECK BOX INDICATING YOUR AGREEMENT TO THESE TERMS, YOU ARE AGREEING TO BE BOUND BY THESE TERMS INCLUDING ALL DOCUMENTS AND POLICIES REFERENCED HEREIN. IF YOU ARE USING THE SERVICE ON BEHALF OF A BUSINESS, THAT BUSINESS ACCEPTS THESE TERMS.
BY AGREEING TO THESE TERMS, YOU REPRESENT THAT YOU ARE 18 YEARS OLD OR OLDER AND CAPABLE OF ENTERING INTO A LEGALLY BINDING AGREEMENT.
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THE SERVICE.
CertiWeight may update and change these Terms from time to time in its discretion. Please check these Terms periodically for changes. CertiWeight will use reasonable efforts to notify you of the changes through communications through your user account, email or other means. Your continued use of the Service following the posting of any changes to these Terms will confirm your acceptance of those changes.
A current copy of these Terms can be accessed and viewed at any time at http://www.certiweight.com/terms-and-conditions/.
Subject to your continued compliance with these Terms, CertiWeight hereby grants you the non-exclusive right to use the Services.
In accordance with the changes to the SOLAS Convention, the shipper-shipper must submit from 1 July 2016 a verified gross weight for each maritime container transport upon shipment (VGM) timely report to ship and terminal, without which the container is not on board may be loaded from the seagoing vessel.
CertiWeight performs weighings in accordance with the SOLAS standard and delivers a valid VGM certificate. The service includes the weighing and the generation and distribution of the certificates to the relevant parties. CertiWeight provides and/or guarantees the calibrated weighing installation and manages the computerised system via which the certificate of weighing is created, stored and delivered to the shipping company specified by the customer. CertiWeight makes a commitment to make the weighing as accurate as possible where a tolerance of 5% is accepted, in accordance with the relevant local and SOLAS legislation. The overview of the weighing points operated by CertiWeight is available on the CertiWeight website (www.certiweight.com).
The purchase of the certificate implies the customer's irrevocable agreement with these Terms. The certificates are made available online via on the CertiWeight platform (app.certiweight.com) and via third-party platform Avantida (www.avantida.com).
- Your account and passwords
To obtain access to the Services, you will be required to create a user account (known as an “Account”) with CertiWeight (become a “Registered User”), by completing a registration form and designating a user ID and password. Until you apply for and are approved by CertiWeight to become a Registered User, in CertiWeight’s sole discretion your access to the Services will be limited to the areas of the Platform, if any, that CertiWeight makes available to the general public or permits its customers to make available to unregistered users. When registering to CertiWeight you must: (a) provide true, accurate, current and complete information about yourself as requested by the Service (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
You must keep your Account and passwords confidential and not authorise any third party to access or use the Services on your behalf unless we provide an approved mechanism for such use. You may allow your authorised users to access the Services in compliance with these Terms solely for your benefit. You will be fully liable for any and all use of the Services by your authorised users. You must contact us right away if you suspect misuse of your Account or any security breach in the Services. You are responsible for all activities that take place with your Account. CertiWeight will not be liable for any loss or damage arising from any unauthorised use of your Account.
You will immediately notify CertiWeight in writing of any unauthorised use of any Account or the Services that comes to your attention. In the event of any such unauthorised use by any third party that obtained access through you, you will take all steps necessary to terminate such unauthorised use. You will provide CertiWeight with such cooperation and assistance related to any such unauthorised use as CertiWeight may reasonably request.
If you receive Software from us, its use is governed in one of the following two ways: (a) if you are presented with license terms that you must accept in order to use the Software, those terms apply; or (b) if no license is presented to you, these Terms apply. We reserve all other rights to the Software.
CertiWeight grants you a non-exclusive, limited, personal and non-transferable license, subject to and conditioned on your compliance with the restrictions set forth in these Terms, to use the Software, in object code form only, provided to you by or on behalf of CertiWeight only in connection with your use of the Services.
Any Software is licensed, not sold. Unless we notify you otherwise, the Software license ends when your Services end. You must not work around any technical limitations in the Software.
Any changes to these Terms affecting the Software will be provided through the Service.
- Consent to electronic communications and solicitation
By registering with CertiWeight, you understand that we may send you communications or data regarding the Services, including but not limited to (a) notices about your use of the Services, including any notices concerning violations of use, (b) updates, (c) payment notifications (e.g. overdue payments), and (d) promotional information and materials regarding the Services, via email. You may opt out of some of those communications.
By relying on the Services of CertiWeight, you give explicit permission to CertiWeight to transfer the following data to the NxtPort Data Platform:
- Customer identification (name of purchaser certificate)
- Shipping company identification
- Date of purchase of certificate
- Date weighing
- Container number
- Container weight (in kg)
- Export booking reference
You can withdraw this permission at any time by sending an email to email@example.com.
- Rights of use
You hereby grant to CertiWeight – as well as its affiliates and contractors – a non-exclusive, perpetual, worldwide, irrevocable, transferable, sub-licensable, royalty-free right to use, modify, adapt, reproduce, store, transmit, distribute, make available, display and disclose content posted on the Platform solely to the extent necessary to provide the Service or as otherwise permitted by these Terms.
(a) be solely responsible for the nature, quality and accuracy of the content;
(b) ensure that the content (including the storage or transmission thereof) complies with these Terms, your policies and any and all applicable laws and regulations, including those related to data privacy and data transfer, international communications and the exportation of technical or personal data; and
(c) promptly handle and resolve any notices and claims relating to the content.
You undertake not to use the Services for the purpose of gathering information and to subsequently conclude a transaction by other means, thus circumventing the Platform and the charges associated therewith. If you knowingly avoid or attempt to avoid the charges associated with the use of the Services, CertiWeight may immediately cancel your Account and you and any other party involved shall be liable for any resulting damage and loss of profits.
- Fees and payments
The fees for using the Services are set out in the Platform. CertiWeight may amend the prices from time to time and will use reasonable efforts to notify you of the changes via communications through your account, email or other means. Your continued use of the Services following the publication of any changes to the price will confirm your acceptance of those changes.
If your payment is overdue, in addition to any of its other rights or remedies CertiWeight reserves the right to suspend your access to the Services, until such amounts are paid in full.
- Changes and suspension
CertiWeight reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Services at any time. We may add or remove functionalities or features, and we may suspend or stop a Service or a feature thereof altogether.
You may stop using the Service at any time.
We may suspend or terminate your access to or use of the Service for: (a) the actual or suspected violation of these Terms; (b) the use of the Services in a manner that may cause CertiWeight to have legal liability or disrupt others’ use of the Services; (c) the suspicion or detection of any malicious code, virus or other harmful code by you or in your Account; (d) scheduled downtime and recurring downtime; (e) use of excessive storage capacity or bandwidth; or (f) unplanned technical problems and outages.
If, in CertiWeight’s determination, the suspension might be indefinite and/or CertiWeight has elected to terminate your access to the Services, CertiWeight will use commercially reasonable efforts to notify you through the Services.
- Acceptable use
You must not use the Services to harm others or the Services. For example, you must not use the Services to harm, threaten, or harass another person, organisation or CertiWeight. You must not: damage, disable, overburden or impair the Services (or any network connected to the Services); use any unauthorised means to modify, reroute or gain access to the Services, or attempt to carry out these activities; or, use any automated process or Services (such as a bot, a spider, or periodic caching of information stored by CertiWeight) to access or use the Services.
In addition, you vow that you will not encourage or assist any third party (including any Authorised Users) to:
- modify, alter, tamper with, repair or otherwise create derivative works of any Software;
- reverse engineer, disassemble or decompile the software used to provide or access the Services, including the Software, or attempt to discover or recreate the source code used to provide or access the Service, except and only to the extent that the applicable law expressly permits doing so;
- sell, lend, rent, resell, lease, sublicence or otherwise transfer any of the rights granted to you with respect to the Services to any third party;
- remove, obscure or alter any proprietary rights notice pertaining to the Services;
- access or use the Services in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas;
- use the Services to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorised junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; or (iii) abuse, harass, stalk or otherwise violate the legal rights of a third party;
- interfere with or disrupt servers or networks used by CertiWeight to provide the Services or used by other users to access the Services, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user’s full use and enjoyment of any Software or the Services;
- access or attempt to access CertiWeight’s other Accounts, computer systems or networks not covered by these Terms, through password mining or any other means;
- cause, in CertiWeight’s sole discretion, inordinate burden on the Services or CertiWeight’s system resources or capacity; or
- share passwords or other access information or devices or otherwise authorise any third party to access or use the Software or the Services.
- Term and termination
These Terms will remain in effect until terminated (“Term”).
Either Party may terminate this Agreement for cause upon 30 days’ written notice to the other party of a material breach if such breach remains uncured after the expiration of such period.
Upon termination of these Terms for any reason, you will pay CertiWeight for any unpaid fees, and destroy or return all property of CertiWeight in your possession. Upon CertiWeight’s request, you will confirm in writing your compliance with this paragraph.
The following Sections will survive any termination of these Terms: 1 (Content), 7 (Fees and Payment), 9 (Acceptable Use), 10 (Term and Termination), 12 (CertiWeight Proprietary Rights), 13 (Indemnification), 15 (No Warranty), 15 (Limitation of Liability), 16 (Contracting Party; Choice of Law and Location for Resolving Disputes), 19 (Contacting CertiWeight), and 20 (General Provisions).
- Third-party services and content
The Services may contain features and functionalities linking you or providing you with certain functionality and access to third-party content, including websites, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. You hereby acknowledge that CertiWeight is not responsible for such content or services.
Any such activities, and any terms associated with such activities, are solely between you and the applicable third party. CertiWeight shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party related to the Services, including the delivery of and payment for goods and services. Should you have any problems resulting from your use of any third party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, CertiWeight will not be responsible unless the problem was the direct result of our own breaches.
- CertiWeight proprietary rights
As between CertiWeight and you, CertiWeight or its licensors own and reserve all right, title and interest in and to the Services and all hardware, software and other items used to provide the Services, other than the rights explicitly granted to you, to use the Services in accordance with these Terms. All rights not explicitly granted to you are reserved by CertiWeight. No title to or ownership of any proprietary rights related to the Services is transferred to you pursuant to these Terms. In the event that you provide comments, suggestions and recommendations to CertiWeight with respect to the Services (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Services - collectively, “Feedback”), you hereby grant to CertiWeight a worldwide, royalty-free, irrevocable, perpetual licence to use and otherwise incorporate any Feedback in connection with the Services.
Notwithstanding anything to the contrary herein, you agree that CertiWeight and its affiliates may use, process, manipulate, modify, copy, publicly perform and display, compile and create derivative works from any data related to the Services, including, but not limited to, using such data for any internal business purpose, and for the improvement, support and operation of the Services and/or the development of other products or service capabilities.
You hereby acknowledge and agree that CertiWeight and its affiliates may disclose to third parties aggregate data derived from the Content or from any other data related to the Services, so long as such aggregate data is not personally identifiable with respect to you or any authorised users. Further, all service data, usage data, and other data that does not identify you or any authorised user as well as all data, reports, derivative works, compilations, modifications and other materials created by CertiWeight from or with use of such data will be, in each case, the sole and exclusive property of CertiWeight; and you, on your behalf and on behalf of your authorised users, hereby assign all of your and such authorised users’ right, title and interest, if any, in and to such items to CertiWeight without any fees and without rights to future royalties.
Upon request by CertiWeight, you will defend, indemnify, and hold harmless CertiWeight and its affiliates, agents, as well as third parties, and its and their employees, contractors, officers, and directors from all damages, liabilities, claims, and expenses, including attorneys’ fees, that arise from (a) your use or misuse of the service, (b) distribution of your content, or (c) intellectual property infringement by your content. CertiWeight reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate with CertiWeight in asserting any available defences. You may not settle any claim without the prior written consent of CertiWeight in each case.
- No warranty
The services are provided “as is” and “as available” with all faults and without warranty by CertiWeight of any kind, either express or implied, including warranties of merchantability, satisfactory quality, title, non-infringement of intellectual property, or fitness for a particular purpose.
- Limitation of liability
In no event will CertiWeight, its suppliers or other developers be liable to you for any indirect, special, consequential, or incidental damages (including, without limitation, lost profits or revenues, business interruption, costs of replacement goods, loss or damage to data arising out of the use of or inability to use the service, even if CertiWeight, its suppliers or other developers have been advised of the possibility of such damages. Because some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. The exclusion of damages is independent of any remedy provided under these Terms and survives in the event such remedy fails its essential purpose or is otherwise deemed unenforceable. These limitations and exclusions apply without regard to whether damages arise from breach of contract or warranty, negligence, or any other cause of action. To the extent that applicable law does not prohibit such exclusions and limitations, in no event will CertiWeight’s total liability to you for all damages, losses and causes of action, whether in contract, strict liability, tort (including negligence) or otherwise, exceed the amount actually paid by you to CertiWeight for the services in the prior twelve months preceding the event giving rise to your claim.
CertiWeight does not assume and will not have any liability arising from events beyond CertiWeight’s control or the control of its subcontractors, other developers, business partners or licensors, including events such as acts of God, acts of any governmental entity, acts of a public enemy, strikes, natural disasters, pandemics or failure or diminishment of power or telecommunications or data networks or services.
Given the Services that CertWeight provides, CertiWeight will never be liable in the following specific cases:
- Technical defects in the weighing installation. These lead to the suspension of the agreement and you have the freedom to choose an alternative weighing point or return at a later time;
- No timely delivery of the certificate to the shipping company, due to defective operation of the software and/or internet applications used in the services and data transfer and/or failure of the computers at CertiWeight;
- The loss of the weighing certificate by the shipping company, or the wrong use or assignment of it;
- Without prejudice to the liability of the carrier, the customer is fully liable for damage caused by colliding with the container and/or by manipulating the container during the weighing, at the (different parts of) the weighing installations and/or as a result of the loss of the contents of the container at the location of the weighing (e.g. due to leaks). The customer will be responsible for all damages that were thus caused at the weighing location;
- Immediate weighing when offering one or more containers is not guaranteed by CertiWeight. The costs that are related to the waiting time at a weighing point can never be recovered from CertiWeight.
The Services are only provided for the benefit of the customer and is on behalf of delivered to the shipping company. It does not make any commitments for CertiWeight vis-à-vis the shipping company nor with regard to the final recipient after maritime transport, or any other third party.
- Contracting party; choice of law and location for resolving disputes
You are contracting with CertiWeight bv, a company organised under the laws of Belgium.
These Terms are governed by and construed in accordance with the laws of Belgium, without reference to “conflicts of laws” provisions or principles. In such case jurisdiction and venue for actions related to the subject matter hereof are the courts of Antwerp, Belgium and both parties hereby submit to the personal jurisdiction of such courts.
The parties specifically exclude from application to these Terms the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.
No dispute or legal action arising under these Terms, may be brought by either party more than one year after such cause of action accrued, except that an action for non-payment may be brought within two years of the date of the last payment.
- Contacting CertiWeight
Information on how to contact CertiWeight may be found at www.certiweight.com. Any notice or other communication given by you to CertiWeight regarding these Terms will be deemed given and served when personally delivered, delivered by reputable international courier requiring signature for receipt, or five business days after mailing (postage prepaid), addressed to CertiWeight.
- General provisions
Except as otherwise specified herein, these Terms constitute the entire agreement between you and CertiWeight with respect to your use of the Services and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and CertiWeight with respect to use of the Services. In the event of an inconsistency between these Terms and the terms and conditions in an order, these Terms will control.
CertiWeight rejects additional or conflicting terms of any form-purchasing document provided by you. CertiWeight may assign these Terms to a third party. These Terms, and any rights and licenses granted under these Terms, may not be transferred or assigned by you to a third party, except that these Terms may be assigned, without the consent of CertiWeight, as part of a merger, or sale of substantially all your assets. Any rights not otherwise expressly granted by these Terms are reserved by CertiWeight, its suppliers or other developers. The failure of CertiWeight to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any part of these Terms are held invalid or unenforceable by a court of competent jurisdiction that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service must be filed within one year after such claim or cause of action arose or be forever barred. The official language of these Terms is English. If there is a conflict between the English language version and any translation, the English language version will control. Any breach by a party of these Terms or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.