General terms and conditions 3.0

1. Agreement

1.1.  CargoX services (hereinafter also “services”) are offered by the CargoX d.o.o. (CARGOX, poslovne rešitve in svetovanje d.o.o.), CargoX Ltd. (CargoX, blockchain solutions Ltd.), registered in Republic of Slovenia, European Union, under the reg. number 8160309000.

1.2.  By using CargoX services, you enter into a contractual relationship with CargoX. These General Terms and Conditions (hereinafter also “GT&C”), including any legal notices and disclaimers contained within services, constitute the entire agreement between CargoX and you in relation to your use of services.

1.3. These GT&C manage your use of services. By using services, you agree to accept all GT&C contained in this document and as may be amended from time to time.

1.4. You must not use services if you disagree with any of the provisions in these GT&C or in CargoX’s Special terms and conditions (ST&C).

1.5. Services shall mean any services by CargoX, including:

• the https://cargox.io website,

• the https://cargox.digital website,

• the https://cargox.info website,

• the developer portals available at https://developer.cargox.digital,

• the help pages available at https://cargox.help,

• the smart contract(s) used to support the services on the platform,

• sandbox / testing / demo environments.

1.6. If you use CargoX services, ST&C may also apply in addition to all the aforementioned services. ST&C apply to the use of the electronic bills of lading (or eBLs), but also apply mutatis mutandis for the transfer of any records in services.

1.7. Services are not available for use by minors (defined as those who are not at least 18 years of age) or any other person that is lacking contractual capacity. Such a person must not use services.

1.8. These GT&C supersede all prior agreements and understandings between you and CargoX.

1.9. Should any discrepancies or conflicts arise between these GT&C and/or ST&C and your terms and conditions, it is expressly stipulated that CargoX's GT&C and/or ST&C shall take precedence and govern the situation.

2. Restrictions

2.1. Any action or conduct or activities on or in connection with services, that could cause any kind of loss, damage, or detriment to CargoX or its users is prohibited. These actions or conduct or activities are, e.g.:

• unlawful publishing of any services material,

• commercialization of any services material,

• use of the services material in any way that could cause damages to CargoX,

• any use of the services which could harm other users of the services and any other kind of unlawful use of the services,

• data mining or harvesting or extracting or any other similar activity in relation to the services,

• use of the services material in any advertising or marketing,

• any attempt to circumvent restrictions or protections,

• any attempt to crack, use brute force or obtain unauthorized access, password, or private information of other users of the platform,

• use of robots, spiders, scrapers, data gathering and extraction tools, data mining tools or any other automated tools to extract data from the service not in line with these GT&C,

• uploading or attempting to upload viruses, trojan horses, worms, bots, and other malicious content to the platform.

2.2. The above-described actions, conduct, or activities can only be permitted if expressly authorised by CargoX in writing.

2.3. Some services are “restricted” to users. If the service(s) is(are) restricted, you may not enter or try to enter these areas of services.

2.4. It is in the discretion of CargoX to restrict your access to services at any time whatsoever.

3. Intellectual property rights

3.1. CargoX owns all the intellectual property rights and materials contained in the services.  You only have the right to view the material contained in services (i.e., a limited license for this purpose).

4. User credentials

4.1. Any user ID, blockchain key, private key, password, or any other credential you received or created for the use of services is confidential. You must always maintain its confidentiality.

4.2. CargoX can carry out identity verification procedures for legal entities and/or natural persons for the purposes of providing services, complying with legal regulations, and providing security on the platform. Depending on the identity verification method, and on legal regulations and requirements, CargoX may repeat identity verification procedures at certain intervals (reverification process).

4.3. Every natural person must have his or her own account. You are not allowed to rent, sell, lease, transfer or assign your credentials or any of them to any other natural person.

4.5. You are not allowed to impersonate other natural or legal persons, create false personas, or use multiple entities.

5. Uploaded content

5.1. “Uploaded content” is any content you upload to CargoX while using the service. This includes, but is not limited to, documents, pictures, audio, and video material.

5.2. Uploaded content may be shared with other parties on the platform or external parties, according to rules that you define (e.g., transfer of a document to another company on the platform). 

5.3. Uploaded content belongs to you. CargoX may not rent, barter, trade, sell, loan, lease, distribute, modify, publicly display, or create derivative works of uploaded content, unless explicitly agreed with you.

5.4. Uploaded content is yours carrying with it the obligation that you are responsible for not encroaching third-party’s rights and if you upload personal data, you warrant you have the legal right to do so.

5.5. Consistently with 5.4, CargoX does not in any way vouch for nor guarantee  nor give any warranty concerning the uploaded content, its fitness for a particular purpose, its non-infringement of any rules or regulations nor the legality/validity of the content.

5.6. CargoX does not filter or check uploaded content, save as follows. Based on the service used, CargoX might implement basic automated security checks (e.g., virus scanning, syntax and validity checking) on the uploaded content.

5.7. By using the service, you hereby grant CargoX a non-exclusive, royalty-free, transferable, sub-licensable, worldwide licence to collect, store, transfer, translate and display the content you upload, in line with uploaded content’s privacy, your instructions and uploaded content workflow settings. The licence ends when uploaded content is deleted from CargoX systems. CargoX may transfer your data to appropriate servers, jurisdictions, or other users of the service, to perform the service and maintain quality. 

5.8. CargoX may use automated processing tools (such as indexers, augmentation services, data mining, statistical analysis, machine learning and artificial intelligence tools) to process your uploaded content. This may be used to offer and improve the services (e.g., allow searching through documents or automatically apply document types).

5.9. In relation to these services, CargoX does not act as an “Online content-sharing service provider” under Directive (EU) 2019/790 of the European Parliament and of the Council of 17 April 2019 on copyright and related rights in the Digital Single Market and amending Directives 96/9/EC and 2001/29/EC, as none of the uploaded content is to be publicly shared.

6. Usage data collection and sharing

6.1. “Usage data” represents the data on how you use the service. The data collected is either completely anonymized or pseudo-anonymized, where complete anonymization is not feasible or possible.

6.2. Usage data is used to analyse the usage of the service, improve the service, and provide insights. By using the service, you are giving CargoX an express non-exclusive, royalty-free, transferable, sub-licensable, worldwide licence to use, modify, copy, display, translate and create derivative works of such usage data for internal purposes.

6.3. “Secure usage data” is used to improve platform security and provide insight in case of security breaches. By using the service, you are giving CargoX an express non-exclusive, royalty-free, transferable, sub-licensable, worldwide licence to use, modify, copy, display, translate and create derivative works of such secure usage data for internal purposes. CargoX may share secure usage data with third parties for data analysis and when contractually obligated, and with law agencies, based on local acceptable mandatory laws and regulations.

6.4. CargoX may summarise anonymized data – e.g., from usage data, uploaded content, and security usage data (for statistical, display and performance purposes) into “aggregated data”. Aggregated data cannot be linked back to individual information of a legal or a natural person. It might include data such as the number of transactions in a certain period, the number of documents, the types of documents uploaded, the countries with most usage of the service and similar.

6.5. By using the service you are expressly giving CargoX a non-exclusive, royalty-free, transferable, sub-licensable, worldwide licence to use, distribute, share, rent, barter, trade, sell, loan, lease, host, use, distribute, modify, run, copy, publicly perform or display, translate and create derivative works of such aggregated data and anonymized meta-data about uploaded content and your use of the services.

7. No warranties and limitation of liability

7.1. As the services are governed by the legal system of a civil law country, there is no need to express the usual “no warranties” provision. However, to make matters abundantly clear: CargoX makes no express or implied representations or warranties of any kind related to the services or the materials contained within services.

7.2. Complete security on the Internet is not possible. While CargoX strives to provide security that is equal to or better than industry standards, you are ultimately responsible for your own security.

7.3. This software is provided by the copyright holders and contributors “as is” and any express or implied warranties, including, but not limited to the implied warranties of merchantability and fitness for a particular purpose are disclaimed. In no circumstances whatsoever shall CargoX (including its officers, employees, and contractors) be liable for any direct, indirect, incidental, special, exemplary or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) howsoever caused and on whatsoever theory of liability, whether arising from fault or strict liability, in contract or tort arising in any way whatsoever out of the use of this software, even if advised of the possibility of such damage.

8. Indemnification

8.1. You hereby agree to fully indemnify CargoX in respect of any damages, liabilities, costs, demands, causes of action and expenses arising out of or in any way related to your breach of any of the provisions of these GT&C or any misuse of the services.

9. Severability

9.1. If any provision of these GT&C is found to be void, unenforceable or invalid, such voidness, unenforceability or invalidity shall not render these GT&C void, unenforceable or invalid as a whole. Rather the provision(s) which are void, unenforceable or invalid shall be struck out and the remaining provisions of these GT&C shall remain with full force and effect.

10. Assignment

10.1. CargoX is allowed to assign, transfer, and subcontract its rights and/or obligations under these GT&C without any notification. However, you are not allowed to assign, transfer or subcontract any of your rights and/or obligations under these GT&C to anyone else.

11. Payment services

11.1. The usage fee for the services results from the respective valid price list, which is available on the CargoX Platform after registration. The prices may be listed in fiat currencies or in units.

11.2. Users of the platform may purchase units using different fiat currencies. A list of fiat currencies accepted is at the sole discretion of CargoX.

11.3. CargoX services with fees in units are to be prepaid. Upon receipt of payment, the customer receives units, which can only be used for the services. If the use of the services exceeds the number of units, the customer is obliged to make up the difference immediately.

11.4. The units are non-refundable and non-transferable.

11.5. Invoices and pro-forma invoices for the units will be sent to the customer by e-mail and may be available through the services’ web interface.

11.6. CargoX may award promotional units to the customer from time to time as a result of pricing and/or business policies. It is at CargoX’s sole discretion when and how these promotional units may be used and when they expire.

11.7. Units can only be used for the services specified by CargoX and in the timeframe specified by CargoX.

11.8. During the use of the services, various payment options may be available. For some payment options, CargoX uses sub-processors and their services to process payments. Sub-processors may charge a fee for their services. You will be informed of these fees and will be required to confirm the selected payment option before completing the transaction. All sub-processors can be found in the List of sub-processors included in the Standard Contractual Clauses (SCC).

11.9. CargoX may charge an exchange fee for payments in currencies other than the currency used in the price list. This fee will be communicated to you in advance and must be confirmed by you before the transaction is completed.

11.10. Your units may expire, but only if there is no activity in your corporate account for more than 3 years. In this case, CargoX has the right to delete your units.

12. Personal data protection

12.1. CargoX processes your personal data or personal data of your customers in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation or GDPR) and in accordance with laws of Republic of Slovenia.

12.2. If you are a business entity using services and your business is established outside the European Economic Area (third countries regarding the GDPR), then you are the controller and CargoX is the processor of personal data according to the Regulation (EU) 2016/679. In such case, by accepting these GT&C, you also agree to use of “Standard contractual clauses for the transfer of personal data to third countries” (SCC) as adopted by the decision of Commission (EU) on June 4th, 2021. Your data will be processed according to Module 4 of SCC (Transfer processor to controller).

12.3. If you are a business entity using services and your business is established in the European Economic Area (EEA), then you are the controller and CargoX is the processor of personal data according to the GDPR. In such case, by accepting these GT&C, you also agree to use of “Standard contractual clauses between controllers and processors under Article 28(7) of GDPR l and Article 29(7) of Regulation (EU) 2018/1725 of the European Parliament and of the Council”. Your personal data will be processed according to Option 1 (Article 28(3) and (4) of GDPR.

12.4. For specific data needed by our services, especially to allow users to log-in, CargoX acts as the controller of your personal data. You can find more information about personal data CargoX collects to enable your usage of our services in our Privacy Policy.

12.5. When processing your personal data, CargoX can engage the subprocessors from the list of subprocessors as in Standard Contractual Clauses (SCC).

12.6. The newest version of the SCC’s always applies, issued by the European Commission, no matter which version is included in these GT&C.

12.7. The use of any of CargoX Services, shall be subject to CargoX Privacy Policy. By accepting these GT&C you also accept the Privacy Policy. Privacy Policy shall be updated from time-to-time, and you are expected to review Privacy Policy periodically.

13. Suspension / termination

13.1. CargoX may limit, suspend, or terminate customer’s access to or use of the services and/or the agreement itself if:

• such action is necessary to prevent material errors or harm to any system or network, or to limit CargoX’s liability; or

• customer attempts to access or use the services in an unauthorised manner, including without limitation any attempt to gain access to data or information relating to any other users of the services or any use that infringes third party intellectual property rights or violates any applicable law, rule, or regulation, or

• customer uses the services in any other way contrary to the purpose of the services and/or procedures envisaged or

• customer breaches any other provision of these GT&C.

13.2. It is at the sole discretion of CargoX what action it takes against the customer in relation to any violations committed by the customer.

14. Amendments of these GT&C

14.1. CargoX may change these GT&C at any time, and you are expected to review these GT&C periodically to ensure that you understand all GT&C that govern your use of the services.

14.2. Unless otherwise specified, the amended GT&C and ST&C shall enter into force 30 days after publication on the CargoX website.

15. Governing law & jurisdiction

15.1. These GT&C will be governed by and interpreted in accordance with the laws of the Republic of Slovenia (European Union member) but without giving effect to any choice-of-law rules that may require the application of the laws of another jurisdiction.

15.2. You hereby consent and submit for the resolution of any disputes in connection with the services and/or the agreement itself to the jurisdiction of the arbitration of the Chamber of Commerce of the Republic of Slovenia. If for any reason the arbitration cannot proceed then the dispute will fall within the exclusive jurisdiction of the courts of the Republic of Slovenia.

16. Disclaimers

16.1. Nothing in this document, or the services shall be considered legal advice, and no attorney-client relationship is established. The services shall not be considered to provide advice of any kind, legal or otherwise, to you.

16.2. From time to time the platform may also include links to other websites. These links are provided for your further information and for your convenience. They do not imply that CargoX endorses the websites. CargoX bears no responsibility for the legality, content, or accuracy of these external sites.

16.3. CargoX is not and will be not liable for the services being temporarily unavailable due to any issues beyond CargoX’ control.

16.4. Usage of CargoX may depend on optional “Third-party services” and service providers, which are specifically chosen by CargoX users. These third-party services may have their own Service Level Agreements (SLAs) and availability plans. CargoX cannot and will not be liable to its Users or any third parties for any loss of profits, loss of use, loss of data, loss of production, pure financial losses, loss of contract, claims from third parties or any indirect or consequential loss or damages for the use of such third-party services, irrespective of whether such loss or damage could have been reasonably foreseen.

If you need to contact us in relation to these GT&C, please email us to: [email protected].

© CargoX (Januar 2024)

Effective date: February 19th, 2024