Welcome to the Hakka Platform. Please read these terms of service(these “Terms”) carefully as they form a contract between you and Hakka, as further identified in Section 17 of these Terms (“Hakka,”“we,” “us,” or “our”) that governs your access and useof: (i) the shipment collaboration platform provided by Hakka (the“Platform”); (ii) software provided or made available by Hakka(the “Software”); and, (iii) any written or electronicdocumentation provided or made available by Hakka (the“Documentation”) (collectively the “Service(s)”).
1. Acceptance of Terms of Service; Changes to Terms of Service
BY USING THE SERVICE OR CLICKING 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.
Hakka may update and change these Terms from time to time in its discretion. Please check these Terms periodically for changes. Hakka will use reasonable efforts to notify you of the changes through communications through your 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:https://hakka.eu/terms-and-conditions
Subject to your continued compliance with these Terms, Hakka here by grants you the non-exclusive right to use the Services.
These Terms apply only to the Platform, which acts as a venue where transportation professionals can meet and enter into agreements. Hakka is not involved in the actual transactions between you and other transportation professionals, and we have no control over the quality, safety, or legal aspects of the transactions that take place on the Platform. Hakka and the Platform function solely as a neutral venue where two parties may agree on a price for a particular type of service. Hakka does not provide this service, nor is it in any way responsible for assisting you in any manner with its provision. Hakka cannot and will not guarantee the ability of participants to the Platform to complete payment for any of the provided services. You acknowledge and agree that any and all communications,correspondence, verbal or written, or any warranties or representations, made with regard to the services are not provided by us and are specifically and solely between you and other participants to the Platform.
3. Your Account and Passwords
To obtain access to the Services, you will be required to obtain an Account with Hakka (become a “Registered User”), by completing a registration form and designating a user ID and password. Until you apply for and are approved by Hakka to become a Registered User, in Hakka’s sole discretion, your access to the Services will be limited to the areas of the Platform, if any, that Hakka makes available to the general public or permits its customers to make available unregistered users.When registering with Hakka 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. An “Account” means a user account created by the user.
You must keep your Account and passwords confidential and not authorize 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 authorized 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 authorized 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. Hakka will not be liable for any loss or damage arising from any unauthorized use of your Account.
You will immediately notify Hakka in writing of any unauthorized use of any Account or the Services that comes to your attention. In the event of any such unauthorized use by any third party that obtained access through you,you will take all steps necessary to terminate such unauthorized use.You will provide Hakka with such cooperation and assistance related to any such unauthorized use as Hakka may reasonably request.
If you receive Software from us, its use is governed in one of two ways: (a) if you’re 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.
Hakka grants you a non-exclusive, limited, personal and nontransferable 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 Hakka 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.
5. Consent to Electronic Communications and Solicitatio
By registering with Hakka, 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.,expiration of credit card information, overdue payments, etc.), and(d) promotional information and materials regarding Hakka’s products and services, via electronic mail. You may opt out of some of those communications.
6. Rights of Use
The various functions available at any moment through the Service are set out in the Service Guide at https://hakka.eu, which is hereby incorporated by reference into these Terms. Hakka may amend the Service Guide from time to time, and will use reasonable efforts to notify you of the changes through communications through your account, email or other means. Your continued use of the Services following the posting of any changes to the Service Guide will confirm your acceptance of those changes.
Except for material that we license to you, we do not claim ownership of any content that is transmitted on, stored by, or processed through the Services (the“Content”). We do not control, verify, or endorse the Content that you and others make available on the Service.
You hereby grant to Hakka and 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.
be solely responsible for the nature, quality and accuracy of the Content; 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; 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, Hakka may immediately cancel your Account,and you and any other party involved shall be liable for any resulting damage and loss of profits.
Hakka is not a party to the actual transactions between you and other transportation professionals resulting from your use of the Services. We are not liable for any obligations, whether the performance of any service or the payment of any sum resulting from such transaction.
Hakka does not check the correctness of any Content provided on the Platform. We do not warrant that any offer will be matched by a corresponding demand, or that any transaction will result from your use of the Service
7. Fees and Payment
The fees for use of the Services are set out in the Price Guide at https://hakka.eu/price-guide, which is hereby incorporated by reference into these Terms. Hakka may amend the Price Guide from time to time, and will use reasonable efforts to notify you of the changes through communications through your account, email or other means. Your continued use of the Services following the posting of any changes to the Price Guide will confirm your acceptance of those changes.
Incorrect performance or non-performance of transactions between you and other transportation professionals resulting from your use of the Services shall not release you from your obligation to pay the fees for use of the Services.
You shall ensure that you have sufficient credit on your Account to pay for your use of the Services. The fees for the Services shall be deducted from the credit balance on your Account.
Fees are exclusive of Taxes and, you will promptly pay or reimburse Hakka for all Taxes arising from the Services purchased under these Terms. “Taxes”means any sales, use and other taxes (other than taxes on Hakka’s income), export and import fees, customs duties and similar charges applicable to the transactions contemplated by an Order and imposed by any government or other authority.
If your payment is overdue, in addition to any of its other rights or remedies, Hakka reserves the right to suspend your access to the Services, until such amounts are paid in full.
8. Changes and Suspension
Hakka reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Service at anytime. 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 Hakka 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 Hakka’s determination, the suspension might be indefinite and/or Hakka has elected to terminate your access to the Services, Hakka will use commercially reasonable efforts to notify you through the Services.
9. 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,organization, or Hakka. You must not: damage, disable, overburden, or impair the Services (or any network connected to the Services); resell or redistribute the Services or any part of it; use any unauthorized 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 Hakka) to access or use the Services. In addition, you promise that you will not and will not encourage or assist any third party (including any Authorized Users) to:
a. modify, alter,tamper with, repair or otherwise create derivative works of any Software;
b. 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;
d. sell, lend, rent,resell, lease, sub license or otherwise transfer any of the rights granted to you with respect to the Services to any third party;
e. remove, obscure or alter any proprietary rights notice pertaining to the Services;
f. access or use the Services in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas;
g. 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 unauthorized 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;
h. interfere with or disrupt servers or networks used by Hakka 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;
i. access or attempt to access Hakka’s other Accounts, computer systems or networks not covered by these Terms, through password mining or any other means;
j. cause, in Hakka’s sole discretion, inordinate burden on the Services or Hakka’s system resources or capacity;
k. or share passwords or other access information or devices or otherwise authorize any third party to access or use the Software or the Services.
10. 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 Hakka for any unpaid fees,and destroy or return all property of Hakka in your possession. UponHakka’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(Hakka Proprietary Rights), 13 (Indemnification), 14 (No Warranty),15 (Limitation of Liability), 16 (Contracting Party; Choice of Law and Location for Resolving Disputes), 17 (Contacting Hakka), and 18(General Provisions).
11. 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 web sites, networks, systems, information and databases,applications, software, programs, products or services, and the Internet as a whole; you acknowledge that we are 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. Hakka 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, we will not be responsible unless the problem was the direct result of our breaches.
12. Hakka Proprietary Rights
As between Hakka and you, Hakka 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 this Terms. All rights not explicitly granted to you are reserved by Hakka. 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 Hakka 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 Hakka a world-wide, royalty-free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Services.
Not withstanding anything to the contrary herein, you agree that Hakka 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 Hakka 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 authorized users.Further, all service data, usage data, and other data that does not identify you or any authorized user and all data, reports, derivative works, compilations, modifications and other materials created by Hakka from or with use of such data will be, in each case, the sole and exclusive property of Hakka; and you, on your behalf and on behalf of your authorized users, hereby assign all of your and such authorized users’ right, title and interest, if any, in and to such items to Hakka without any fees and without rights to future royalties.
Upon request by Hakka, you will defend, indemnify, and hold harmless Hakka and its affiliates, agents, and 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.Hakka reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate with Hakka in asserting any available defenses. You may not settle any claim without the prior written consent of Hakka in each case.
14. No Warranty
The services are provided “as is” and “as available” with all faults and without warranty by Hakka of any kind, either express or implied,including warranties of merchant ability, satisfactory quality, title,non-infringement of intellectual property, or fitness for a particular purpose.
15. Limitation of Liability
In no event will Hakka, 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 Hakka, 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 of 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 Hakka’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 Hakka for the services in the prior twelve months preceding the event giving rise to your claim.
Hakka does not assume and will not have any liability arising from events beyond Hakka’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, or failure or diminishment of power or telecommunications or data networks or services.
16. Contracting Party; Choice of Law and Location for Resolving Disputes
You are contracting with Hakka NV, a company organized 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 Antwerpen, 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 nonpayment may be brought within two years of the date of the last payment.
17. Contacting Hakka
Information on how to contact Hakka may be found at www.hakka.eu/contact. Any notice or other communication given by you to Hakka 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 Hakka at its notice address. Hakka’s notice address is: Essensteenweg 31, 2930 Brasschaat, Belgium.
18. General Provisions
Except as otherwise specified herein, these Terms constitute the entire agreement between you and Hakka 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 Hakka with respect to use of the Services. For the avoidance of doubt, if you order a fee-based subscription to a Service, additional Hakka terms and conditions on the Hakka order form will apply to the purchase of the additional Services. In the event of an inconsistency between these Terms and the terms and conditions in an order, these Terms will control. Hakka rejects additional or conflicting terms of any form-purchasing document provided by you. Hakka 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 Hakka, as part of a merger, or sale of substantially all your assets. Any rights not otherwise expressly granted by these Terms are reserved by Hakka, its suppliers or other developers. The failure of Hakka 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.