Article 01: Important Introduction
1.1 The CargoLink Vietnam Platform located at https://CargoLink.vn (“the Platform”) and the associated mobile applications (“Mobile App”) are copyrighted properties belonging to CargoLink Vietnam Company Limited (“CargoLink Vietnam”). For convenience, the Platform together with Mobile App hereinafter is collectively referred to as “the System”.
1.3 User includes any person who accesses of the System and use the Service thereto, and may be a Carrier or a Shipper or a driver, or a representative of either. To the extent you are a Carrier, the provisions in this Agreement regarding Carriers apply to you. To the extent you are a Shipper, the provisions in this Agreement regarding Shippers apply to you. To the extent you are a driver, the provisions in this Agreement regarding drivers apply to you. To the extent you are a User, the provisions in this Agreement regarding Users apply to you.
1.4 This Terms of Service Agreement, which may be revised from time to time at sole discretion of CargoLink Vietnam, (“Agreement”) set forth the legally binding terms and conditions for your use of the Service.
1.5 By accessing or using the Service, you are accepting this Agreement on behalf of yourself or the company, entity or organization that you represent and you represent and warrant that you have the right, authority and capacity to enter into this Agreement on behalf of yourself or the company, entity or organization that you represent. You may not access or use the Service or accept this Agreement if you are not at least eighteen (18) years old or such persons that are forbidden for any reason whatsoever to enter into a contractual relationship. By using the Service, you further confirm that all the information which you provide shall be true and accurate. You undertake not to authorize others to use your identity or user status, and you may not assign or otherwise transfer your user account to any other person or entity. When using the Service, you agree to comply with all applicable laws whether in your hometown, city, state, country or otherwise in any places in which you are using the Service.
1.6 You may only access the Service using authorized means. It is your responsibility to check and ensure that you have downloaded the correct software for your device. CargoLink Vietnam reserves the right not to permit you to use the Service should you use the Application and/or the software with an incompatible or unauthorized device or for purposes other than which the software and/or the Application is intended to be used.
1.7 If you do not agree with all of the terms and conditions herein set forth, do not access the System or use the Service therein.
1.8 All disputes or controversies which might arise in connection with this Agreement shall be resolved by amicable resolution or arbitration on individual basis, exclusion of any court of justice, and also limits the remedies available to you in the event of a dispute.
Article 02: Service description
2.1 General: CargoLink Vietnam offers a solution to connect Shippers and Carriers and matching their requirements for cargo transportation by providing right to use the System as applicable whereby Shippers can post their transport requests, their counter offers and accept quotations of Carriers and Carriers can post their freight offers, send their quotations or accept counter offers of Shippers.
2.2 Transport Request: Shipper may post a Transport Request for ship of his/her cargo through the Service “Shipment”. Shipper should provide all relevant information about the Shipment as required for posting a Transport Request on the Service. Once the Transport Request is accepted for posting by CargoLink Vietnam, the details of the Transport Request are posted to the Service. After a certain period of time, the Transport Request will be viewable to all Carriers or certain Carriers to meet specific needs of Shipper. Carriers may view a list of the available Transport Requests in their immediate area at any time and send a Quotation to respond a Transport Request through the Service. Carrier should provide all necessary information as required for posting a Quotation on the Service.
A Carrier who has Quotation being accepted by a Shipper will be assigned to perform the Transport Request. Once the acceptance of a Quotation is made on the Platform, the Service will notify the Carrier that the Quotation has been accepted. Shipper and Carrier will receive each other’s contact and phone number. Each Shipper and Carrier is responsible for providing and using their own phones for use with the Service. CargoLink Vietnam may also, from time to time as the circumstances require, connect Shippers and Carriers outside of the Mobile App.
Shippers and Carriers shall be responsible for the information in their Transport Request and Quotation respectively. CargoLink Vietnam is not responsible for any information in the Transport Request and Quotation and CargoLink Vietnam does not guarantee that a Transport Request will be quoted by a Carrier and a Quotation will be accepted by a Shipper.
Shipper and Carrier may cancel a Transport Request and a Quotation respectively at any time prior to it is accepted by the other. Once a Quotation of a Carrier is accepted by a Shipper for a shipment, the Shipper and/or the Carrier may cancel the Shipment but always subjected to a cancelling penalty as stipulated in the Section 2.4 bebow.
2.3 Freight Offer: Carrier may post a Freight Offer for freight through the Service. Carrier should provide all relevant information about truck and journey as required for posting a Freight Offer on the Service. Once the Freight Offer is accepted for posting by CargoLink Vietnam, the details of the Freight Offer are posted to the Service. After a certain period of time, the Freight Offer will be viewable to all Shippers or certain Shippers who meet specific needs of Carrier. Shippers may view a list of the available Freight Offers in their immediate area at any time and send a Counter Offer to respond a Freight Offer through the Service. Shipper should provide all necessary information as required for posting a Counter Offer on the Service.
The Carrier who has accepted a Counter Offer of a Shipper will be assigned to perform the transport. Once the Counter Offer is accepted on the Platform, the Service will notify the Shipper that the Counter Offer has been accepted. Shipper and Carrier will receive each other’s contact and phone number. Each Shipper and Carrier is responsible for providing and using their own phones for use with the Service. CargoLink Vietnam may also, from time to time as the circumstances require, connect Shippers and Carriers outside of the Mobile App.
Carriers and Shippers shall be responsible for the information in their Freight Offer and Counter Offer respectively. CargoLink Vietnam is not responsible for any information in the Freight Offer and Counter Offer and CargoLink Vietnam does not guarantee that a Freight Offer will be responded by a Shipper and a Counter Offer will be accepted by a Carrier.
Carrier and Shipper may cancel a Freight Offer and a Counter Offer respectively at any time prior to it is accepted by the other. Once a Counter Offer for a shipment of a Shipper is accepted by a Carrier, the Carrier and/or the Shipper may cancel the Shipment but always subjected to a cancelling penalty as stipulated in the Section 2.4 bebow
2.4 Carrier and Shipper may cancel a Shipment that they have agreed by acceptance of the Quotation or the Counteroffer at any time on the Service. However, the cancelling party shall be liable to pay cancelling penalty as follows:
a) The cancellation given at 48 hours or more before the agreed loading time: 15% of the agreed Transport Fee.
b) The cancellation given between 24 to before 48 hours prior to the agreed loading time: 35% of the agreed Transport Fee.
c) The cancellation given between 08 to before 24 hours before the agreed loading time: 65% of the agreed Transport Fee.
d) The cancellation given less than 08 hours before the agreed loading time: 100% of the agreed Transport Fee.
2.5 Waybill: Once a Shipper and a Carrier agree for a shipment, a Waybill will be generated on the Platform and notified to the Shipper and the driver (s) for performance. The Waybill is prima facie evidence of receipt of cargo by the Carrier in apparent external normal condition of cargo, (except as otherwise noted). A Waybill will contain two main parts, a part about the cargo information as stated in the Quotation or the Counter Offer and a part about actual cargo loaded and delivered. The Shipper should print the Waybill in 3 copies for signatures, one copy for Shipper, one copy for Driver and one for Consignee. The Shipper may use his / her own template of waybill or the one designed by the Carrier at the Shipper’s convenience. After completion of the loading and delivery of the Cargo, the driver will promptly upload to the Service via the driver’s Mobile App a photo of Waybill signed by the Shipper and the driver at the loading and by the Consignee and the driver at the delivery as a proof of loading and delivery. These proofs of loading and delivery will be notified to the Shipper and Carrier via email and/or Mobile App.
Article 03: Licence, Limitation and Restriction
3.1 User Account: In order to use certain features of the Service, you must register for an account with CargoLink Vietnam (“Account”) and provide certain information as required by the registration form on the Platform or Mobile App. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by calling our hotline for support. You are responsible for maintaining the confidentiality of your Account login credentials and are fully responsible for all activities that occur under your Account. Each Account may only be used to access the Service during one (01) concurrent login session. You agree to immediately notify CargoLink Vietnam of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. CargoLink Vietnam cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
3.2 Subscription Fee: By registration an Account on the System, a Carrier Account agrees to pay CargoLink Vietnam a monthly subscription fee per a truck registered on the System. This monthly subscription fee will be posted on the System and notify to all Carriers. This monthly subscription fee may be revised from time to time by CargoLink Vietnam’s discretion. CargoLink Vietnam will notify to all Carrier Accounts upon each revision as the case may be.
3.3 The System and Restrictions: CargoLink Vietnam and its Licensor (s), where applicable, hereby grants you a revocable, non-exclusive, non-transferable, non-assignable and limited license to use the System, solely for your internal business, subject to the Terms of Service herein. All rights not expressly granted to you are reserved by the CargoLink Vietnam and its Licensor (s).
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the System in any way; (ii) modify or make derivative works based on the System; (iii) create internet “links” to the System on any other server or wireless or internet-based device; (iv) access the System in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the System, (c) copy any ideas, features, functions or graphics of the System, or except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, (v) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the System, (vi) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents; (vii) post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights, (viii) remove any copyright, trademark or other proprietary rights notices contained in the Service.
You shall not use the System to: (i) send spam or otherwise duplicative or unsolicited messages; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including but not limited to materials harmful to children or violative of third party privacy rights; (iii) send material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the System or the data contained therein; (v) attempt to gain unauthorized access to the System or its related systems or networks; or (vi) impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity (vii) abstain from any conduct that could possibly damage the CargoLink Vietnam’s reputation or amount to being disreputable.
You acknowledge and agree that the availability of the Mobile App is dependent on the third party from which you received the Mobile App (“App Store”), e.g., the Apple App Store or Google Play. You acknowledge that this Terms of Service Agreement is between you and CargoLink Vietnam and not with the App Store. Each App Store may have its own terms and conditions to which you must agree before downloading the Mobile App from it. You agree to comply with, and your license to use the Mobile App is conditioned upon your compliance with, all applicable terms and conditions of the applicable App Store.
3.4 Certain Limitations: Users may contact CargoLink Vietnam’s Customer Service for any support related issues arising from the use of the Service by following the instructions on the Service. You agree that the CargoLink Vietnam may not provide every support interaction at right time as requested or expected by you and is not responsible thereof.
The Service, the System may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications, including device used by you or the third party transportation provider being faulty, not connected, out of range, switched off or not functioning. CargoLink Vietnam is not responsible for any delays, delivery failures, damages to losses resulting from such problems.
In case of intermodal and/or multimodal transportation between countries, the Service, the System, including tracking of the Shipment and upload documents, may be subject to limitations, delays and other problems, especially at visiting countries, inherent in the use of international telephone and data roaming service.
Article 04: Shipper Terms, Representations and Warranties
4.1 Representations and Warranties: Unless otherwise agreed in a separate written agreement between Shipper and CargoLink Vietnam, if you are a Shipper, you hereby represent, warrant and covenant that:
a) You will only use the Service for lawful purposes and for the purpose for which it is intended to be used. You will not use the System and the Service for purposes other than obtaining the Service. You will not use the System to cause nuisance, annoyance, inconvenience or make fake bookings;
b) You own the shipped items or have the necessary rights to ship such items and are authorized to, and do, bind the owner to the provisions of this Terms of Service Agreement. You will not use the Service for sending or storing any unlawful material or for fraudulent purposes.
c) You are aware and understand that the both CargoLink Vietnam and Carrier shall not be liable in the event of late or non-receipt of the cargo by reason of erroneous loading details as aforesaid. In the event where the driver has arrived at the loading location and has waited more than thirty (30) minutes for the Shipper to hand over the Cargo, you will incur a waiting surcharge. This surcharge will be calculated on percentage of the Transport Fee agreed between you and the Carrier and at 05 % per hour delay. This surcharge will be reflected in the final invoice and paid by you.
d) You are solely responsible for obtaining any insurance to cover any anticipated losses, unless otherwise specified in applicable laws of the country where you are using the Service that such insurance shall be responsibility of Carrier that use the Service, of which the details of coverage, insured amount and relevant information shall be subject to the Carrier’s insurer. The approval process shall be at the Carrier’s insurer discretion.
e) You are solely responsible for any and all liability, which results or is alleged as a result of the nature of such shipped items, including, but not limited to, property damage, personal injury and death.
f) You are aware and agree that Carrier will not be liable for any loss, damage or delay in delivery of the cargo entrusted to the Carrier in case the Carrier proves that the loss, damage or delay is caused by force majeure or by the fault of the Shipper, sender or consignee.
g) You are responsible to co-ordinate with the consignee to ensure that the consignee shows up to receive the cargo when driver arrives at the Delivery location. If driver and the CargoLink Vietnam’s call center cannot reach out to the consignee at the contact number given by you, you acknowledge that the driver and/or CargoLink Vietnam’s call center will reach out to you and return the Cargo to you which you shall be responsible for the return trip fee with an amount in equivalent to going trip fee.
h) You warrant, subject to type of cargo, that the cargo has been properly and sufficiently prepared, packed and marked, and that the preparation, packing and marking are appropriate to any operations or transactions affecting the cargo and the characteristics of the cargo. In case of several drop off locations for a Shipment, you are aware that you are responsible for giving identification number for item (s) to be delivered at each drop off. You agree to assume full responsibility and liability for all losses or damages or others of a similar nature to the cargo as a result of any breach of the provisions of this section and of this Terms of Service.
i) You are aware and agree that a driver has the right to reject acceptance and transport of any cargo which in the driver’s opinion cannot be carried safely or legally and the Carrier will take no responsibility and liability for such rejection.
j) You are aware and agree that in case of request by relevant Governmental Authorities, a driver has the right to open the cargo for their checking and inspection without notice to you. However, the driver will notify you about the status of the checking and inspection as soon as possible, subject to available of communication facilities.
k) You use the Service to ship items at your own risk through the truck carriers that use the Service and, except to the limited extent expressly set forth in this Terms of Service or in other agreement CargoLink Vietnam may enter into with you, agree that CargoLink Vietnam will have no liability for any shipped items or any claims, demands, loss or damages related thereto.
l) If you are loading, bracing and securing your goods, you understand that you are liable for any claims, loss, or damage as a result of your doing so improperly or unsafely. You understand that CargoLink Vietnam is in no way responsible for the securing, lading, packaging, or compliance with shipping instructions for your Shipments.
m) You understand that CargoLink Vietnam is not a truck carrier, and as such, is not liable or responsible to you or the recipient of cargo for any cargo shipped under this Terms of Service Agreement, except to the limited extent expressly set forth in this Terms of Service or in other agreement CargoLink Vietnam may enter into with you.
n) You understand that tracking the locations of your Shipments through the Service does not guarantee that such Shipments will be delivered for you at the time specified.
o) When requesting Service with respect to any Shipment containing food that is subject to regulations of the local food and drug administration, Shipper shall be solely responsible for posting, and shall post, any and all handling obligations necessary for the safe and sanitary handling of such food. If requesting transportation of cargo requiring controlled temperature transportation, regardless of whether subject to the local food and drug administration, Shipper will post the required temperature ranges and acknowledges and agrees that the Carrier’s obligations with respect to verifying temperature will be limited to the following: (i) pre-cooling equipment to the requested temperature range; (ii) allowing the loader and receiver to take temperatures at the time of loading and unloading respectively; and (iii) advising of any excursion from requested temperature ranges that arise during transit.
p) You shall not contact a Carrier before you accept and pay the transport fee as policy applied to you when using the Sevice on CargoLink Platform. You also shall not contact the Carrier for purposes other than the Service.
q) You are aware that when requesting transportation services by SMS or use of the Service, standard telecommunication charges will apply to you.
r) You shall not impair or circumvent the proper operation of the network which the Service operates on;
s) You agree that the Service is provided on a reasonable effort basis;
t) You agree to comply with and follow all warning messages, email notifications which may be sent to you by the System during your use of the Service. You agree to take any responsibility and liability in case you do not implement this requirement.
4.2 Non-solicit: By using the Service, you shall not tender, directly or indirectly, for transport of cargo to any Carrier to which you first tendered on the Service at any time while your account on the Service remains active, or for 12 months after your account expires or is terminated. Should you breach the provisions of this section, you will be liable for, and pay to CargoLink Vietnam, 30% of the amount paid by you to a Carrier in violation of this provision. You agree to allow CargoLink Vietnam to review all books and records of your business necessary for CargoLink Vietnam to ensure compliance with the obligations assumed in this provision.
4.3 Prohibited Items: Shippers shall not use the Service to ship the below items and waives any and all liabilities of the Carrier and CargoLink Vietnam with respect to any loss of or damage to any of the following:
a) Contraband or items that are illegal, dangerous, radioactive, harmful, unsafe, offensive or objectionable;
b) Bullion, precious metals, precious metal objects, gold, silver, platinum, precious or semi-precious stones (including but not limited to diamonds, emeralds, sapphires and rubies), and precious jewelry which includes jewelry made from precious metals and stones;
c) Money, securities, accounts, bills, currency, food stamps, lottery tickets, notes, bank notes, coins, bonds, negotiable instruments or evidences of debt, passports, tickets, documents, manuscripts, records, or other valuable papers;
d) Valuable works of art which includes antiques, paintings, sculptures, tapestries, collectibles or other objects for display; or
e) Other items which require special procedures for acceptance, handling and loading but not clearly declared on the Service their nature and requirements for handling and loading for aware of Carrier.
4.4 Shipper Indemnification: You agree to defend, indemnify, hold whole CargoLink Vietnam and its Licensor (s), including but not limited to each such party’s parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs and/or regulatory action) (collectively, “Claims”) made by any party due to or arising out of your or your agents’: (i) use of the Service; (ii) use of or access to User Content; (iii) interaction with any other User; (iv) violation of this Terms of Service Agreement; (v) violation of applicable laws or regulations, whether or not referenced herein; (vi) your Shipment contents; (vii) your violation of any rights of any third party, including carriage providers arranged via the Service; or (viii) your use or misuse of the Service and/or the System. CargoLink Vietnam reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. The foregoing obligations shall not apply to the extent a court of appropriate jurisdiction has determined any Claim to have been caused by the negligence or intentional misconduct of CargoLink Vietnam. You agree not to settle any matter without the prior written consent of CargoLink Vietnam. CargoLink Vietnam will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. This indemnification with respect to CargoLink Vietnam applies regardless of any provisions in separate contracts between CargoLink Vietnam and third parties. You also hereby waive any claims or demands by you against CargoLink Vietnam related to any costs, loss, expenses or liability arising from the above-listed actions by you or your agents.
Article 05: Carrier Terms, Representations and Warranties
5.1 Carrier Minimuml Requirements: As a Carrier, you hereby represent, warrant and covenant that:
a) You hold all required authorities, permits and approvals to render the truck carrier transportation service required for any accepted Shipment, and that you do not have safety rating from your city or country department of transportation, of unsatisfactory or conditional for providing the service;
b) You will obtain and maintain at all times while rendering service with respect to any Shipment insurance evidencing policy limits in accordance with applicable law;
c) You will carry workers compensation insurance and automobiles liability insurance or equivalent as required by applicable law;
d) Your automobile liability insurance covers all automobiles you will use to perform on the Service under this Terms of Service Agreement;
e) You will ensure that CargoLink Vietnam is provided notice of cancellation or modification of any insurance required under this Terms of Service Agreement at least 30 days in advance of any cancellation or modification of the required insurance. Without limitation, you agree to indemnify and defend CargoLink Vietnam for any failure to maintain the above-mentioned insurance or to properly notify CargoLink Vietnam of such failure
f) You will not accept Shipments for commodities or perform any services which are excluded by your insurance policies.
5.2 Compliance with Laws and Regulations: You hereby represent, warrant and covenant that:
a) You are duly authorized to provide transportation services as a contract carrier of commodities and desire to provide transportation services for Shipments.
b) You currently, and shall during all periods you transport Shipments through the Service, have all applicable licenses, permits, registrations, approvals and authority under applicable laws to provide the transportation services subject to this Terms of Service Agreement, and such authority shall cover the commodities, geographical scope, and special Shipper instructions or requirements related to all transportation services you provide.
c) You will comply with all applicable local and state laws and regulations related to the provision of transportation services, including without limitation those of the state Department of Transportation.
d) To the extent you handle multimodal shipments, you have executed and are in compliance with a current applicable multimodal transport act which applies to carriage of goods by at least two different modes of transport under one multimodal transport contract from a place in one country and Asean Framework Agreement on the Facilitation of Inter-State Transport and Asean Framework Agreement on Multimodal Transport where multimodal transport operator takes charge of goods to a place designated for delivery in another Asean country.
e) All automobiles and equipment used is in full compliance with the regulations of the country where you are using the Service, including, but not limited to, regulations relating to van, truck, and lorries and other vehicles regulations, transport refrigeration unit regulation, environment protection regulation, regulation for transport of dangerous items, etc.
5.3 Safety: You hereby represent, warrant and covenant that:
a) You will not at any time accept Shipments if your rating is unsatisfactory or conditional with a provincial or state Department of Transportation or if you receive a negative safety evaluation from any state or provincial authority with jurisdiction over your operations.
b) You will immediately notify CargoLink Vietnam if your safety rating is unsatisfactory or conditional, or if you otherwise a receive a negative safety evaluation from a state or provincial authority with jurisdiction over your operations.
5.4 Truck and equipment: With respect to the truck and equipment (collectively, “Equipment”) you use to perform transportation services under this Terms of Service Agreement, you hereby represent, warrant and covenant that:
a) You will, at your sole cost and expense, furnish all Equipment required for the performance of transportation services under this Terms of Service Agreement, and pay all expenses related to the use or operation and maintenance of such Equipment (including any fines, penalties or fees).
b) You will provide Equipment that is in compliance with all applicable governmental regulatory standards, testing, requirements, licensing, titling, permits and registration, and sufficient in quality and quantity to meet the transportation needs of each Shipment you agree to transport.
c) All Equipment you use for the transportation of food grade products will comply with the requirements of applicable sanitary food transportation act. Without limiting the foregoing, all Equipment used in transportation of cargo, regardless of type, will be clean, dry, free of harmful or offensive odor, insect and rodent free, and never have been used for transportation of waste or refuse.
CargoLink Vietnam may perform visual inspection of your Equipment for the purpose of approval of Carrier Account on the System and may perform periodical inspection visit for the purpose of maintaining the Account. These inspections do not release your responsibility to comply with all the provision of this Section and other related requirements by law.
5.5 Personnel and Services: With respect to your employees who carry out transportation services pursuant to this Terms of Service Agreement, you hereby represent, warrant and covenant that:
a. You will employ and be solely responsible for all personnel, including drivers employed or contracted by you to provide transportation services.
b. You will pay your personnel’s wages and insurance where applicable, including, but not limited to, workers’ compensation insurance.
c. You will ensure your employees’ hours are in compliance with regulations under applicable laws and regulations.
d. You have sole responsibility for any and all acts and omissions of your drivers, and such drivers’ compliance with all applicable laws and regulations.
e. You are solely responsible for the interviewing, hiring, training, disciplining, and termination of your drivers and other employees.
f. You shall utilize only drivers and other operating personnel who are licensed to perform all services for which they are engaged.
g. You shall transport all Shipments accepted via the Service on trucks and with drivers you registered on the System under your Carrier’s Account and approved by CargoLink Vietnam. You are not allowed to use trucks and drivers not approved by CargoLink Vietnam for transport of the Shipments. Should you breach the provisions of this section, you will be liable for any liability which may occur due to this breach and CargoLink Vietnam reserves its right not pay you the Carrier Fee for the Shipment using Truck and/or driver not approved by CargoLink Vietnam.
h. You shall ensure that your drivers will inform the Shipper their arrival and ready for loading of the cargo and upload to the Service the proof of loading and proof of delivery.
i. You shall ensure that in case of request by relevant Governmental Authorities your drivers will open the cargo for their checking and inspection then the driver will notify the Shipper about the status of the checking and inspection as soon as possible, subject to available of communication facilities.
j. You shall ensure that your drivers conduct documented physical inspections upon receipt and release of cargo, note discrepancies before sign-off, and maintain and implement a cargo over, shortage and damage claim procedure.
k. Carrier acknowledges and agrees that by accepting for transport food subject to regulations of the provincial and/or state food and drug administration, Carrier will: (i) comply with any and all applicable laws, rules and regulations governing handling or transportation of such food; (ii) Carrier will ensure that its Equipment is maintained such that transportation of such food in Carrier’s Equipment will not result in contamination or adulteration of food; (iii) Carrier and its personnel will comply with all instructions provided to it by Shipper, including any received via the Service, regarding loading and handling of food; and (iv) All Carrier’s personnel will be trained in accordance with the regulations of the relevant Food and Drug Administration. Without limiting the foregoing, if Shipper has requested controlled temperature transportation, Carrier shall ensure that transporting Equipment is pre-cooled to the Shipper’s requested temperature range and, unless alternative instructions are provided by the Shipper, shall maintain the ability to record temperature at all times during transit and to provide a temperature log to Shipper upon request.
5.6 Shipper’s Instructions: Without limiting any of the foregoing provisions, should a Shipper gives specific instructions regarding the proper loading, handling and shipping of a Cargo, such Shipper’s instructions shall govern, and you shall comply therewith.
5.7 Payment: You hereby agree that:
a. You will look solely to CargoLink Vietnam for any payment of freight and other charges (the “Carrier Fee”) owing under this Terms of Service, and agree that your sole recourse in the event of nonpayment shall be against CargoLink Vietnam, and not under any circumstances against Shipper, Consignee or any of their customers. You waive any and all claims you may have against CargoLink Vietnam’s customers for payment of the Carrier Fee for services you render hereunder. This undertaking shall survive the termination of using the Service.
b. In any circumstance, you shall not claim, and hereby waive any right to claim, any lien in any Shipment.
5.8 Non-solicit: You shall not provide transportation for any Shipper, other than through the Service, for which you first provided transportation through the Service at any time while you have account on the System of CargoLink Vietnam and for 12 months after the termination of your account with CargoLink Vietnam. Should you breach the provisions of this section, you will be liable for, and pay to CargoLink Vietnam, 30% of the revenue derived by you in violation of this provision. You agree to allow CargoLink Vietnam to review all books and records of your business necessary for CargoLink Vietnam to ensure compliance with the obligations assumed in this provision.
5.9 Acceptance of Liability: You hereby represent, warrant and covenant that:
a. You are solely responsible for any and all liabilities which results or is alleged as a result of the services you provide under this Terms of Service Agreement, including, but not limited to, property damage, cargo loss, damages or delay, personal injury and death (including, but not limited to, liabilities related to your own property and employees). Your liability in all cases shall be as a truck carrier. Your liability is for the full amount of any such loss, damage, cost or other liabilities, irrespective of your insurance limits.
b. You agree to defend, indemnify, hold harmless and/or make whole CargoLink Vietnam, Shippers and consignees (and their officers, employees, and agents) (collectively, the Indemnities) free from any and all claims, including costs and attorney’s fees, with respect to any and all claims, demands, losses, damages, expenses, or liabilities, made by any party (collectively, “Claims”) due to or arising out of your or your drivers’ or other agents’: (i) use of the Service; (ii) use of or access to User Content; (iii) interaction with any other User; (iv) violation of any of the terms of this Terms of Service Agreement; (v) driver salaries, wage, overtime and meal/rest period claims and other withholding taxes, unemployment insurance, health insurance, pensions, workers’ compensation, social security and related protections, and any expenses related to the Equipment and fuel (vi) violation of applicable laws or regulations; or (vii) performance of transportation services pursuant to this Terms of Service Agreement. The foregoing obligations shall not apply to the benefit of any individual Indemnity to the extent a court of appropriate has determined such Indemnity to be responsible for a Claim. This indemnification applies regardless of any provisions in separate contracts between CargoLink Vietnam and third parties. You also hereby waive any claims or demands by you against CargoLink Vietnam related to any costs, losses, expenses or liability arising from the above-listed actions by you or your agents.
c. Without limiting any of the foregoing provisions, you specifically agree to defend, indemnify, hold harmless and/or make whole Indemnities for Claims due to or arising out of your, or your drivers’ or other agents’:
i. failure to use commercially reasonable efforts to load accepted Shipments at the designated point of loading within as soon as is practicable or use commercially reasonable efforts to proceed to the point of destination specified or perform timely, efficient and reliable loading and delivery of all Shipments.
ii. failure to have signature of the Shipper at the loading and the Consignee at the delivery on the Waybill (containing, at minimum, the names and addresses of you and the Shipper, the loading and destination addresses, the requested loading and delivery dates and times, description of the cargo being shipped, including weight, and any special shipping instructions or freight protection requirements), or your failure to confirm, by mean of signing on the Waybill by your driver, the actual quantities and/or weight and apparent condition of the cargo at the time of loading and delivery.
iii. improper or unsafe loading or unloading of any Shipment, or, where you are not required to load, failure to determine, to the extent you are able to ascertain through ordinary inspection, that each Shipment was properly loaded.
iv. transport of any cargo in violation of applicable weight, axle, or other applicable laws and regulations, or shipper’s specific instructions.
v. suspension of service at any time after loaded dispatch, or delay of service by stop over for any reason that would leave your Equipment and the cargo unattended without adequate security as a prudent Carrier would or as is otherwise required under your insurance policies.
vi. acceptance of any Shipments for which you cannot comply with applicable temperature requirements, and any damage as a result of failure to comply with such requirements.
vii. use of the Equipment that has been used for the transportation of any waste of any kind, garbage, or any other commodity which results in the contamination of other shipments.
viii. failure to inspect and/or investigate if a Shipment contains hazardous material, acceptance of hazardous material, and violation of any applicable laws and regulations related to the transport of hazardous material.
ix. disengagement or detachment of your power unit from the trailer, container/chassis, flatbed or other equipment at any time unless emergency or exceptional circumstances require it.
x. failure to perform the services under the Terms of Service Agreement in a good and workmanlike manner in accordance with standards of the trade.
xi. failure to promptly upload to the Service the proof of loading and proof of delivery and send the original to CargoLink Vietnam via postal mail, if required by CargoLink Vietnam, for payment or other claim purposes.
xii. performance of the services under this Terms of Service Agreement with Equipment other than that under your own authority, or co-brokering, trip leasing or otherwise subcontracting the transportation or handling of any shipment tendered hereunder to any other truck carrier or any other substitute mode of transportation, and any acts and omissions of any subcontractors as a result thereof.
xiii. to the extent you handle containers, failure to ensure your procedures for container security are in accordance with industry standards, such as CSC, UIC and TIR Conventions.
xiv. failure to utilize equipment that is in good and safe operating condition, clean, insect and rodent free, odor free, mold free, sealed from water and/or moisture damage, safe, properly maintained and hazard-free.
xv. to the extent you handle intermodal / multimodal Shipments between the Asean Countries, failure to execute and comply with a current Asean Framework Agreement on the Facilitation of Inter-State Transport and Asean Framework Agreement on Multimodal Transport.
d. CargoLink Vietnam reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of CargoLink Vietnam. CargoLink Vietnam will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
Article 06: Cargo Claims
6.1 Carrier Liability: Carrier agrees to assume full liability for the prompt, safe transportation of all Shipments under this Terms of Service Agreement, and agrees to be responsible for all losses, damages, delays, destructions, thefts or liabilities of whatever nature arising from the transportation services hereunder, or from Carrier’s failure to perform the services, whether occurring while the Shipment is in the custody or control of the Carrier or in the custody or control of any other party to whom Carrier may entrust the Shipment. Carrier’s maximum liability to Shipper and/or any involved consignor or consignee, shall be the invoice value of the cargo transported or subject to limitation of Carrier’s liabilities as regulated by applicable laws of the country where you are using the Service, whichever is the lesser amount, unless he proves that the loss, damage or delay is caused by force majeure or by the fault of the Shipper / sender or consignee.
Waybill or receipts issued by Carrier / Shipper with signatures thereon, shall not constitute CargoLink Vietnam’s written acceptance of Carrier’s liability limitation or other changes in the terms and conditions herein. Similarly, Carrier’s liability shall not be limited in any way by limitations or exclusions of coverage in its insurance policies.
6.2 CargoLink Vietnam Limitation of Liability: Shipper understands and agrees that Carrier is solely liable for cargo loss and damage and in no event is CargoLink Vietnam responsible for the acts or omissions of any third party, including any Carrier, including, but not limited to, a Carrier’s denial of a valid claim, nor a Carrier’s failure to comply with Shipper’s instructions.
6.3 Claim Submissions and Settlement: In the event of loss or damage, Shipper shall endeavor to submit a claim to the Carrier with a copy to CargoLink Vietnam within sixty (60) days of the incident, and in no event later than three (3) months of the incident. CargoLink Vietnam shall support by mean of providing relevant information and make every attempt to facilitate the resolution of the claim with the Carrier.
Article 07: Transport Fee and Payment
7.1 Transport Fee and payment:
a) Transport Fee: The Transport Fee shall be given in Quotation given by a Carrier in response to Transport Request of a Shipper or in Counter Offer given by a Shipper in response to a Freight offer of a Carrier. The Transport Fee as stated in the Quotation and the Counter Offer include all expenses, such as toll fee, VAT, other taxes and duties for transport the required shipment.
b) Payment of Transport Fee: Transport Fee and Surcharges (collectively, “Transport Fee”) shall be paid by the Shipper using the transport service through payment gateway of an intermediate payment service provider integrated on CargoLink System.
The payment of the Transport Fee may be made at the time where the Shipper accepts to use the transportation service of the Carrier (“Pre-payment”) or after the Carrier has completed the transportation as agreed with the Shipper (“Post-payment”), always subject to decision case by case given by CargoLink Vietnam on the following principles:
i. Post-payment: Post-payment applies only to Shippers who meet the evaluation criteria of CargoLink Vietnam for granting credit quotas as below:
– Shipper is a company of reputable in the market;
– Shipper uses the Service regularly and reaches a certain transaction amount per month on the System.
Based on results of the evaluation, CargoLink Vietnam will grant a certain credit quota for each Shipment to each Shipper who passed the evaluation.
The credit quotas shall be given on the System and the Shipper can only make post-payment for a Shipment within the granted credit quotas (the “Limit”). In the event that the Transport Fee of a Shipment exceeds the Limit, the Shipper has to make full Pre-payment for the Shipment at the time of acceptance of the transport service, irrespective the Shipper owning a certain account of credit quotas for the Shipment.
Without limitation of this provision, CargoLink Vietnam does not guarantee that all Shippers on the System will be evaluated and granted credit quotas.
The Shipper is obligated to make payment of the Transport Fee as agreed with the Carrier and indicated in the payment form on the CargoLink System. The payment shall be made within 07 (seven) days from the date of completion of the transportation service by the Carrier. Should the Shipper fail to settle the payment within the period as said, it shall be liable to pay an interest on the amount overdue from the due date until the time paid at 1.5% (one point five percent) per month or the maximum rate permitted by applicable law, whichever is less.
In the event that the Transport Fee is not paid by the Shipper within the above limited duration, Shipper shall be liable for all costs and expenses incurred for collection of the Transport Fee, including costs and expenses of a third party collection agency.
ii. Pre-payment: All the Shippers other than who have Limit for the Transport Fee of a Shipment must make pre-payment of Transport Fee for every Shipment on the Service.
iii. Payment method: The payment of the Transport Fee shall be made through payment gateway of an intermediate payment service provider integrated on CargoLink System. The payment may be made either with credit / debit card (the “Card”), internet banking or digital wallet at the Shipper’s choice. All payments will be in Vietnam Dong currency.
In the event that you choose to pay for the Transport Fee by Card you will need to provide a valid Card which belongs to you in accordance with the instructions within the System for the payment. If the Card belongs to your entity or another person, such as your parents, you hereby warrant and agree that you have obtained their permission to use the Card for the payment of the Transportation Fee. In the event that your payment by the Card is processed overseas, you will be liable for any additional charges in relation thereto. You agree that we may verify your Card details when you use it for the payment on the Service.
All information that you provide to our third party payment provider or us must be accurate, current and complete. You agree to immediately notify CargoLink Vietnam of any change in your billing address or the credit card or bank account used for the payment of the Transport Fee.
c) You acknowledge and agree that the availability of the payment gateway on the System is dependent on the Gateway Provider from which your payment of the Transport Fee is made. You acknowledge that this Terms of Service Agreement is between you and CargoLink Vietnam and not with the Gateway Provider. Each Gateway Provider may have its own terms and conditions to which you must agree before when using the Service. You agree to comply with all applicable terms and conditions of the Gateway Provider and the applicable laws thereof.
d) Shippers agree that you are responsible for collection and/or payment of all Taxes, which you may be liable for in any jurisdiction arising from your use of the Service. CargoLink Vietnam is not responsible for collecting, reporting, paying, or remitting to you any such Taxes.
7.2 Carrier Payment
a) Carrier understands and agrees that CargoLink Vietnam is a provider of the Service, therefore CargoLink Vietnam will charge the Carrier a fee for the Service (the “Service Fee”). The Service Fee shall be charged at fifteen percentage (15%) of the Transport Fee of the Shipment transported by the Carrier (the “Rate”). CargoLink Vietnam reserves its right to revise the Rate from time to time by 15 days notice in advance on the System and/or email communication with to the Carriers.
b) After deducting the Service Fee and other deductible amount according to the applicable laws from the Transport Fee of the Shipment accepted and complete by Carrier, the balance of the Transport Fee (the “Carrier Fee”) shall be transmitted to Carrier. Carrier agrees that: (i) Carrier is entitled to the Carrier Fee only after completion of the Shipment and CargoLink Vietnam’s receipt of the Proof of Delivery in accordance with this Terms of Service Agreement, (ii) Carrier Fee is inclusive of all expenses for the Equipment, fuel costs and other charges which may arise in connection with the Shipment, except those as agreed upon as mentioned in the below paragraph c) of this Section. The payment of the Carrier Fee shall be made by the intermediate payment provider to the account of the Carrier on the 15th day of a month for the Shipment completed before 1st day of the month and on the 1st day of a month for the Shipment completed before 15th day of the last month. All information for the Carrier payment that you provide to us and/or our third party payment provider must be accurate, current and complete. You agree to immediately notify CargoLink Vietnam of any change in your billing address or bank account used for the payment of the Carrier Fee.
c) Carrier shall not be entitled to any additional charges other than the Carrier Fee, except in the case of any additional charges agreed upon in writing by the Carrier and the Shipper prior to the Carrier providing the service giving rise to such charges.
d) Notwithstanding the foregoing, if the authorized consignee indicates on the Proof of Delivery or otherwise that the Shipment has shortages, or has been damaged, lost, delayed, not completed or otherwise files a claim regarding the Shipment and Shipper notifies CargoLink Vietnam of this within a reasonable time after the Shipment (but in no case longer than six (6) months after completion of the Shipment), CargoLink Vietnam shall have the right to request the intermediate payment provider withholding or offsetting the payment of any Carrier Fee due to the Carrier until such problem with the Shipment or claim has been settled. Likewise, if the Carrier has applied accessorial or other additional charges without complying with the provisions of the above paragraph c) of this Section, CargoLink Vietnam shall have the right to request the intermediate payment provider withholding or offsetting the payment of such charges or offset such charges against future invoices. Carrier shall not withhold any Shipment as a means of obtaining payment for past or current charges, and Carrier waives any liens on Shipments transported through the Service.
e) All payments will be in Vietnam Dong currency. You agree that you are responsible for collection and/or payment of all Taxes, which you may be liable for in any jurisdiction arising from your use of the Service. CargoLink Vietnam is not responsible for collecting, reporting, paying, or remitting to you any such Taxes. “Taxes” means any applicable duties, VAT, PIT, CIT or others of similar nature, which may be levied in respect of a transaction on the Service in accordance with this Terms of Service Agreement.
Article 08: User Content
8.1 User Content means any and all information, data, and other content that a User submits to, or uses with, the Service. User Content includes, but not limited to, the information provided in a Transport request, Quotation, Freight Offer, Counter offer, Contract or Waybill as relevant. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate the Acceptable Use Policy as defined in the Article 10 below.
8.2 For the avoidance of doubt, User Content may include third party content you submit. You agree not to submit third party content unless you have the consent of the applicable third party owner of such content. You may not state or imply that your User Content is in any way provided, sponsored or endorsed by CargoLink Vietnam. Because you alone are responsible for your User Content and not CargoLink Vietnam, you may be exposed to liability if, for example, your User Content violates the Acceptable Use Policy. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility for any User Content.
8.4 We may create anonymous data records (“Anonymous Data”) from your User Content by using commercially reasonable efforts to exclude any and all information (such as company name) that makes the data identifiable to you. We may use and disclose Anonymous Data for any purpose, including improving the Service.
Article 09: Intellectual Property Ownership and Copyright
9.1 Intellectual Property Ownership: Excluding your User Content as defined in the above Article 08, you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in and to the Service and the System are owned by CargoLink Vietnam and/or its Licensor (s). No thing in this Terms of Service Agreement convey to you any rights of ownership in or related to the System, or any intellectual property rights owned by the CargoLink Vietnam and/or its Licensor (s). The provision of the Service also does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. The name, the logo, the product names and others of similar nature associated with the System are trademarks of the CargoLink Vietnam and/or its Licensor (s), and no right or license is granted to use them in this Terms of Service Agreement.
9.2 CargoLink Vietnam respects the intellectual property of others and asks that Users of our Service do the same. In connection with the Service, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of Users who are repeat infringers of intellectual property rights, including copyrights.
9.3 Modification: CargoLink Vietnam and/or its Licensor (s) reserve the right, at any time, to modify, suspend, or discontinue the Service or any part thereof with or without notice. You agree that CargoLink Vietnam and/or its Licensor (s) will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service or any part thereof.
9.4 Feedback: If you provide CargoLink Vietnam any feedback, suggestions, bug reports, system errors, and other information or ideas regarding the Service (the “Feedback”), you hereby assign to CargoLink Vietnam all rights in the Feedback and agree that CargoLink Vietnam shall have the right to use such Feedback and related information in any manner it deems appropriate. Without limiting the foregoing, this assignment of rights applies to any testimonial you provide, and you hereby also grant CargoLink Vietnam the right to use your name in connection with sharing such testimonials with the public. CargoLink Vietnam will treat any Feedback you provide to it as non-confidential and non-proprietary. You agree that you will not submit to CargoLink Vietnam any information or ideas that you consider to be confidential or proprietary. If you agree to participate in any case studies, you agree that information you provide in connection with the case study is deemed Feedback and that CargoLink Vietnam may use your name in connection with such Feedback.
Article 10: Acceptable Use Policy
The following sets forth CargoLink Vietnam’s “Acceptable Use Policy”:
10.1 You agree not to use the Service to collect, upload, transmit, display, or distribute any User Content (a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; or (c) in violation of any law, regulation, or obligations or restrictions imposed by any third party.
10.2 In addition, you agree not to use the Service to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other Users, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Service or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Service, other computer systems or networks connected to or used together with the Service, through password mining or other means; (f) harass or interfere with another User’s use and enjoyment of the Service; or (g) introduce software or automated scripts to the Service so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Service.
CargoLink Vietnam reserves the right, but have no obligation to review any User Content, investigate, and/or take appropriate action against you in our sole discretion, including removing or modifying your User Content, terminating your Account in accordance with Article 14 below, and/or reporting you to law enforcement authorities if you violate the Acceptable Use Policy or any other provision of this Terms of Service Agreement or otherwise create liability for us or any other person.
Article 11: Confidentiality
11.1 You shall maintain in confidence all information and data relating to the CargoLink Vietnam, the Service, products, business affairs, marketing and promotion plans or other operations and its mother, affiliated or associated companies (collectively, “Associated Companies”) which are disclosed to you by or on behalf of CargoLink Vietnam, whether orally or in writing and whether before, on or after the date of this Terms of Service Agreement or which are otherwise directly or indirectly acquired by you from CargoLink Vietnam, or any of its Associated Companies, or created in the course of this Terms of Service Agreement. You shall further ensure that it, its officers, employees and agents only use such confidential information in order to perform the Service, and shall not without CargoLink Vietnam’s prior written consent, disclose such information to any third-party nor use it for any other purpose. You shall only disclose such information to such officers, employees and agents as need to know it to fulfill its obligations under this Terms of Service Agreement.
11.2 The above obligations of confidentiality shall not apply to the extent that you can show that the relevant information:
a) was at the time of receipt already in your possession;
b) is, or becomes in the future, public knowledge through no fault or omission of you;
c) was received from a third-party having the right to disclose it; or
d) is required to be disclosed by law.
Article 12: Personal Data Protection
Article 13: Third Party Interactions
13.1 During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third party providers, advertisers or sponsors showing their goods and/or services through the Service and/or the System. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. CargoLink Vietnam and its Licensor (s) shall have no liability, obligation or responsibility for any such correspondence, purchase, transaction or promotion between you and any such third-party (the “Site”). In no event, shall CargoLink Vietnam, its Licensor (s) or the Associated Companies be responsible for any content, products, services or other materials on or available from such Site (s) or third-party providers. CargoLink Vietnam provides the Service to you pursuant to the Terms of Service Agreement. You recognize, however, that certain third party providers of transportation, goods and/or services may require your agreement to additional or different terms of tervice agreement prior to your use of or access to such goods or services, and CargoLink Vietnam is not a party to and disclaims any and all responsibilities and/or liability arising from such agreements between you and the third party providers.
13.2 CargoLink Vietnam may rely on third party advertising and marketing supplied through the Service and other mechanisms to subsidize the Service and/or to earn additional revenue. By agreeing to the Terms of Service Agreement you agree to receive such advertising and marketing. If you do not want to receive such advertising, you should notify us in writing or in accordance with the procedure determined by CargoLink Vietnam. CargoLink Vietnam reserves the right to charge you a higher fee for or deny you use of the Service should you choose not to receive these advertising services. This higher fee, if applicable, will be posted on CargoLink Vietnam’s Platform. You agree and allow CargoLink Vietnam to compile and release information regarding you and your use of the Service on an anonymous basis as part of a customer profile or similar report or analysis. You agree that it is your responsibility to take all precautions in all actions and interactions with any third party transportation provider, other third party providers, advertisers and/or sponsors you interact with through the Service and/or advertising or marketing material supplied through the Service.
Article 14: Term and Termination
14.1 Subject to this Section, this Terms of Service Agreement will remain in full force and effect while you use the Service. CargoLink Vietnam may at any time terminate this Terms of Service Agreement with you in its sole discretion if:
a) you have breached any provision of this Terms of Service Agreement or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with this Terms of Service Agreement;
b) CargoLink Vietnam is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful); or
c) CargoLink Vietnam has elected to discontinue the Service as described in Section 9.2 herein.
14.2 Upon termination of this Terms of Service Agreement, your Account and right to access and use the Service will terminate immediately. CargoLink Vietnam will not have any liability whatsoever to you for any termination of the Service, including for termination of your Account or deletion of your User Content. Even after this Terms of Service Agreement is terminated, some provisions of this Terms of Service Agreement will remain in effect, especially the provisions of the Sections 3.3, Section 9.1 and Section 11.1 of this Terms of Service Agreement.
Article 15: Disclaimer of Warranties and Release
15.1 THE SERVICE IS PROVIDED “AS-IS” AND “AS AVAILABLE” AND CARGOLINK VIETNAM AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NONINFRINGEMENT. CARGOLINK VIETNAM AND ITS SUPPLIERS MAKE NO WARRANTY THAT THE SERVICE: (A) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE; OR (D) RESULT IN ANY REVENUE, PROFITS, OR COST REDUCTION. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CARGOLINK VIETNAM IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.
15.2 CARGOLINK VIETNAM OFFERS A PLATFORM AND MOBILE APP TO CONNECT SHIPPERS AND CARRIERS, BUT DOES NOT AND DOES NOT INTEND TO PROVIDE SHIPPING SERVICES OR ACT IN ANY WAY AS A CARRIER, COURIER, OR SHIPPING PROVIDER. IT IS UP TO THE THIRD PARTY CARRIER TO PROVIDE SHIPPING SERVICES, WHICH MAY BE SCHEDULED THROUGH THE USE OF THE SERVICE.CARGOLINK VIETNAM HAS NO RESPONSIBILITY OR LIABILITY FOR ANY SHIPPING SERVICES PROVIDED TO SHIPPERS BY SUCH THIRD PARTY CARRIERS. CARGOLINK VIETNAM SHALL NOT BE DEEMED TO BE AN AGENT OR A PARTNER OF CARRIER OR SHIPPER FOR ANY REASON. CARRIERS SHALL NOT BE DEEDED TO BE A SUBCONTRACTOR OR EMPLOYEE OF CARGOLINK VIETNAM FOR ANY REASON. ANY DISPUTE SHIPPERS HAVE WITH ANY CARRIER OR OTHER THIRD PARTY, INCLUDING WITHOUT LIMITATION ANY OTHER USER OF THE SERVICE, IS DIRECTLY BETWEEN THE SHIPPER AND SUCH THIRD PARTY.
15.3 DRIVING WHILE USING PHONES IS DANGEROUS AND AGAINST THE LAW. DO NOT USE THE MOBILE APP WHILE DRIVING. IF YOU USE THE MOBILE APP WHILE DRIVING, YOU DO SO AT YOUR OWN RISK.
15.4 CARGOLINK VIETNAM MAKES NO WARRANTY REGARDING THE SUITABILITY, LEGALITY, REGULATORY COMPLIANCE, QUALITY OR ABILITY OF ANY CARRIERS, SHIPPERS, SHIPPED ITEMS AND SHIPPING SERVICES SCHEDULED THROUGH THE USE OF THE SERVICE. BY USING THE SERVICE, YOU OR YOUR SHIPMENTS MAY BE EXPOSED TO SITUATIONS THAT ARE POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL, UNSAFE OR OTHERWISE OBJECTIONABLE. YOU USE THE SERVICE AT YOUR OWN RISK. YOUR INTERACTIONS WITH OTHER USERS AND THIRD PARTIES ARE SOLELY BETWEEN YOU AND SUCH USER OR THIRD PARTY. YOU AGREE THAT CARGOLINK VIETNAM WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE INCURRED AS THE RESULT OF ANY SUCH INTERACTIONS. IF THERE IS A DISPUTE BETWEEN YOU AND ANY USER OR THIRD PARTY, WE ARE UNDER NO OBLIGATION TO BECOME INVOLVED.
15.5 YOU HEREBY WAIVE AND RELEASE CARGOLINK VIETNAM AND OUR SUPPLIERS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS FROM, AND HEREBY WAIVE AND RELINQUISH, EACH AND EVERY PAST, PRESENT AND FUTURE DISPUTE, CLAIM, CONTROVERSY, DEMAND, RIGHT, OBLIGATION, LIABILITY, ACTION AND CAUSE OF ACTION OF EVERY KIND AND NATURE, INCLUDING PERSONAL INJURIES, DEATH, AND PROPERTY DAMAGE, ARISING FROM YOUR USE OF THE SERVICE, OR IN ANY WAY RELATED TO OTHER USERS OR THIRD PARTIES EXCEPT TO THE EXTENT, IF ANY, THAT LIABILITY HAS OTHERWISE BEEN EXPRESSLY ASSUMED IN THIS TERMS OF SERVICE AGREEMENT.
Article 16: Limitation of Liability
16.1 IN NO EVENT SHALL WE AND OUR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY PERSONAL INJURY OR LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS TERMS OF SERVICE AGREEMENT OR YOUR USE, INCLUDING WITHOUT LIMITATION, USING THE SERVICE IN VIOLATION OF TRAFFIC OR SAFETY LAWS, OR INABILITY TO USE THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EXCEPT AS PROVIDED IN THE ABOVE SECTION 6.2, OUR (AND OUR SUPPLIERS’) LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS TERMS OF SERVICE AGREEMENT OR THE SERVICE FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE MAXIMUM OF ONE HUNDRED US DOLLARS ($100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
16.2 SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
16.3 THE INFORMATION PROVIDED BY THE SERVICE IS NOT INTENDED TO REPLACE INFORMATION PRESENTED ON THE ROAD. IN THE EVENT THAT INFORMATION PRESENTED ON THE ROAD, INCLUDING WITHOUT LIMITATION, TRAFFIC LIGHTS AND TRAFFIC SIGNS, INSTRUCTS DIFFERENTLY THAN THE SERVICE, YOU MUST NOT RELY ON THE SERVICE.
Article 17: Third Party Sites and Advertisement
17.1 The Service might contain links to third party websites, services, and advertisements for third parties (collectively, “Third Party Sites & Ads”). Such Third Party Sites & Ads are not under the control of CargoLink Vietnam and CargoLink Vietnam is not responsible for any Third Party Sites & Ads. CargoLink Vietnam provides these Third Party Sites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites & Ads.
17.2 You use all Third Party Sites & Ads at your own risk. When you link to a Third Party Site & Ad, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites & Ads.
Article 18: General Terms
18.1 This Terms of Service Agreement is periodically reviewed, modified and enhanced as necessary. Please revisit the Terms of Service Agreement periodically to stay aware of any changes thereto. If we modify the Terms of Service Agreement, we will make the relevant updates available through the Service. CargoLink Vietnam will endeavor to notify you of these changes by email, but will not be liable for any failure to do so. Amendments will be effective upon CargoLink Vietnam’s posting of such updated terms. Continued use of the Service following such posting shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions, as amended. If you do not understand any of the terms herein, or have questions or other issues related to your use of the Service and the System, you may inquire regarding the same via our hotline and/or email support.
18.2 Applicable Law and Dispute Resolution
a) This Terms of Service Agreement shall be governed by applicable laws of Vietnam as in force, without regard to the choice or conflicts of law provisions of any jurisdiction. Any disputes, actions, claims or causes of action arising between you and the CargoLink Vietnam and its employees, agents, successors, or assigns, regarding or relating to the Service or this Terms of Service Agreement shall be first resolved through amicable resolution. Should such amicable settlement not be reached within a period of 60 (sixty) days from the date of notice of any such dispute or controversy, then such dispute or controversy referred to Vietnam International Arbitration Centre (“VIAC”), in accordance with the Rules of the VIAC as modified or amended from time to time (the “Rules”) by a sole arbitrator appointed by the mutual agreement of the Parties (the “Arbitrator”). If Parties are unable to agree on an arbitrator, the Arbitrator shall be appointed by the President of the VIAC in accordance with the Rules. The seat and venue of the arbitration shall be Hanoi, in the Vietnamese language.
b) You and we must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A LEAD PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDINGS; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDINGS, AND MAY NOT AWARD CLASS – WIDE RELIEF, (3) the arbitrator’s award shall be final and may be enforced in any court of competent jurisdiction; (4) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (5) all attorneys’ fees and expenses will be borne by the losing party unless otherwise provided by applicable law.
18.3 Force Majeure: Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Terms of Service Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party.
18.4 Entire Agreement: This Terms of Service Agreement, including but not limited to any document, materials, regulations and laws incorporated by reference herein, constitutes the entire agreement between you and us regarding the use of the Service. Our failure to exercise or enforce any right or provision of this Terms of Service Agreement shall not operate as a waiver of such right or provision. The section titles in this Terms of Service Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of this Terms of Service Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Terms of Service Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
18.5 Independent Contractor: Your relationship to CargoLink Vietnam is that of an independent contractor, and neither party is an agent, employee or partner of the other. You assume complete responsibility for all taxes, duties, insurance (including, but not limited to, workers’ compensation, unemployment compensation, disability, pension and social security insurance) and any other financial obligations as imposed by applicable law and arising out of the transportation services rendered hereunder. You are not, nor will you be deemed to be, an agent, legal representative, joint venture, franchisor, franchisee, or legal partner of CargoLink Vietnam for any purpose. You will not be entitled to enter into any contracts, make any representations or warranties in the name of, or accept any obligations whatsoever on behalf of CargoLink Vietnam and/or its Licensor (s).
18.6 Assignment: This Terms of Service Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without CargoLink Vietnam’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Terms of Service Agreement shall be binding upon assignees.
18.7 Press: You hereby grant CargoLink Vietnam permission to identify you as a customer of CargoLink Vietnam or user of our Services and to reproduce your name and logo on the site and in any other marketing materials.
18.8 Conflict: If there is any conflict or inconsistency between the terms and conditions set forth in this Terms of Service Agreement and the terms set forth in any Contract, Waybill, Proof of Delivery or any other shipping form, the terms and conditions of this Terms of Service Agreement shall prevail or control over such terms. If there is a conflict between the terms of this Terms of Service and a separate Carrier or Shipper agreement which serves as the primary agreement for purposes of defining the transportation services to be provided by Carrier, the terms of such separate agreement shall govern, but all non-conflicting terms herein shall apply.
18.9 Electronic Communications: The communications between you and CargoLink Vietnam use electronic means, whether you use the Service or send us emails, or whether CargoLink Vietnam posts notices on the Service or communicates with you via email. For contractual purposes, you (a) consent to receive communications from CargoLink Vietnam in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that CargoLink Vietnam provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.