TradeSocial

This Agreement is between TRDSOCIAL FZCO, Dubai, United Arab Emirates, trading as "TRADESOCIAL" and you. This Agreement governs your access to and use of all of TRADESOCIAL sites and services (TRADESOCIAL Services). The TRADESOCIAL Services, corporate websites, and tools are collectively called the "TRADESOCIAL Site".

This Agreement was last updated on September 12, 2025 and is effective between you and TRADESOCIAL as of the date of your acceptance of this Agreement.

This Master Services Agreement (hereinafter referred to as the "Agreement") is made and entered as of this day ("Effective Date") by and between TRADESOCIAL and the users of TRADESOCIAL platform, website, tools, and services (hereinafter collectively referred to as "you" or the "User").

In this Agreement, wherever the context so requires, TRADESOCIAL and the User shall each be individually referred to as 'Party' and collectively referred to as 'Parties'.

RECITALS

A. WHEREAS TRADESOCIAL is engaged in the business of E-commerce and Software Trading.

B. WHEREAS the purpose of this Agreement is to establish the terms and conditions applicable to the User for the access and use of the TRADESOCIAL products and services, including a purchased subscription or free trial.

NOW, THEREFORE, in consideration of the covenants contained herein, the Parties hereto agree as follows:

By using the TRADESOCIAL Services as defined under the below Clauses, the User acknowledges that it has fully read and understands (a) this Agreement (b) each of the applicable service supplements, (c) all other referenced schedules, exhibits and/or attachments, and any other terms conjunction herewith or according to the terms hereof.
If the acceptance to this Agreement is on behalf of a company or other legal entity, you hereby represent that you have the full legal authority to bind such company or entity to the terms of the Agreement.
This Agreement is to be read together, and in conjunction with the following documents, policies, or agreements of TRADESOCIAL that constitute the complete and exclusive agreement of the parties.
The provisions of this Agreement shall apply in the event of a conflict between any agreement, contracts, or documents executed between TRADESOCIAL and the User, including any work or service order unless the Parties agree otherwise in writing.

2. Acceptance of Agreement

a. The user indicates the acceptance of the terms of the Agreement by:

Creating a TRADESOCIAL account; or
Purchasing a service subscription or using a Free Trial; or
Using our Services; or
Executing a separate Order Form that references this MSA.

b. The Terms of this Agreement are subject to modification at the sole discretion of TRADESOCIAL law taking into consideration the dynamic nature of the business and industry. If any such changes are made, the same will be informed to you either by posting the modified Agreement on the Site, posting a notice on the Site and/or the TRADESOCIAL App, or through other communications. The user is requested to review the changes to the MSA, SOP, etc. at the beginning of each calendar quarter. If you do not agree to any amended terms, the same must be informed to TRADESOCIAL by the end of that calendar quarter. Otherwise, the usage of TRADESOCIAL Services following any such change implies the acceptance of such a term and will become binding on you. If you do not agree to be bound by the modified Agreement, then you will continue to be bound by any existing obligations under the agreement that was in place when you agreed for those services, however, you will not be able to otherwise use the TRADESOCIAL platform.

c. TRADESOCIAL Services: TRADESOCIAL may change or discontinue any part of its services at any time at its sole discretion keeping in view its continual efforts to provide better services.

d. User requested changes: TRADESOCIAL may at its sole discretion offer or reject to make any changes requested by the user which will depend on whether such change is beneficial to the user. The required changes may be provided for free or on payment of a certain amount. All new developments resulting from the changes will be owned by TRADESOCIAL and may be offered to other TRADESOCIAL users, even if one user is paying money towards the development cost unless otherwise agreed in writing between TRADESOCIAL and that user.

3. Services Provided by LogisEye

3.1 TRADESOCIAL offers various types of services, provided by us, or through our vendors ("Seller/s"). Our services include but are not limited to digital services such as quote comparison and online sales for Sellers, and facilitation of shipment transportation services of TRADESOCIAL Sellers (the services hereinafter referred to as the "TRADESOCIAL Services"/"Services"). These TRADESOCIAL Services can be provided through our portal, (through external vendors such as our Sellers), or TRADESOCIAL digital channels and APIs.

TRADESOCIAL aids and assists in the facilitation between the Buyer and the Seller. TRADESOCIAL also manages the shipment, communicates with the Seller, and manages the payments for the Seller. The buying will take place through TRADESOCIAL main platform. The Buyers agree that the TRADESOCIAL employees have access to all their information and data, including but not limited to the requests for quotes, bookings, shipments, shipping documents, shipment related communications, shipment milestones, and payment details.

3.3 Services for TRADESOCIAL Sellers: A company or any entity which provides, offers to sell, and sells freight services (including as a carrier, broker, Non-Vessel Owning Common Carrier (NVOCC), freight broker or freight forwarders, insurance broker, customs broker, and/or any other Sellers) through TRADESOCIAL Services or authorizes TRADESOCIAL to offer the rates to Buyers through the TRADESOCIAL platform is termed as a "Seller", and such a User engages in "Selling". Notwithstanding anything contained herein, TRADESOCIAL is not a Seller nor has any contractual privity to any agreement between the Seller and the Buyer. TRADESOCIAL Services include assisting in managing the User's rates, marketing the services online, calculating prices, receiving orders on the User's behalf, and acting as the User's collection agent.

The User may use all or any of the services provided by TRADESOCIAL, and certain provisions of this Agreement shall be specifically applicable to certain types of Users. Where the clauses are not directed to a User type, they shall apply to all.

4. Registration

4.1 Accounts and Users:

The User shall create a sign-up and create an account ("Account") to use the TRADESOCIAL platform and services. The registration can be done either via the TRADESOCIAL website or through the TRADESOCIAL application. All the information provided shall be complete, and accurate, and up to date. The User agrees to not disclose the Account password or username to anyone and shall notify us of any unauthorized use of your Account. The User shall be responsible for all activities that occur under the Account, whether you know about them or not.

4.2 Business Accounts: In cases where the user is a business, a "Business Account" shall be created for a group of Accounts for the employees and/or independent contractors providing services to the respective business.

An Independent user account must exist for each employee or independent contractor some of which can then be designated as the administrators of the Business Account and shall become a "Business Account Administrator" of the same. Business Account Administrators can then create additional accounts which will allow employees and independent contractors who hold Accounts to be part of the Business Account and become "Authorized User" of the same. The responsibility for the security of each Authorized User's Account shall lie with the user who shall also ensure that such Account details are not shared with any other person or entity who may use it for unauthorized purposes.

5. Standards of Service

5.1 General Standard of Service

a. Except as otherwise agreed with the Users in writing or expressly provided in this Agreement, TRADESOCIAL agrees that the nature, quality, and standard of care applicable for the procurement of Logistics Services and/or any other services hereunder shall be substantially the same as the services TRADESOCIAL generally provides from time to time, now or in the future, to its subsidiaries and affiliates, but in no event less than the standard of service currently provided to the User. TRADESOCIAL shall work in good faith with the User to customize processes, including but not limited to the inbound shipping matrix, considering, and incorporating reasonable suggestions made by the User in such regard.

b. Except as otherwise provided in this Agreement, the parties acknowledge that the management and the control over the provision of the procurement of Logistics Services or any other services (including, without limitation, the determination or designation at any time of the assets, employees, and other resources of TRADESOCIAL to be used in connection with providing of such services) shall reside with TRADESOCIAL. Besides, all labour matters relating to any associates of TRADESOCIAL (including, without limitation, any associates of any related entity involved in the provision of such services) shall be within the exclusive control of TRADESOCIAL, and the User shall take no action affecting such matters.

5.2 Reporting, Auditing

a. TRADESOCIAL shall work in good faith with the User to ensure that the User has access to TRADESOCIAL reporting and records for User-related activities. It needs to proactively manage its business, which includes but is not limited to inbound, customs, distribution centre, and outbound.

b. During the term of this Agreement and not more than once per year (unless circumstances warrant additional audits as described below), TRADESOCIAL may audit the User's policies, procedures, and records that relate to the performance of the User under this Agreement to ensure compliance with this Agreement. Notwithstanding the foregoing, the Parties agree that TRADESOCIAL may conduct an audit at any time, in the event of (i) audits required by the TRADESOCIAL governmental or regulatory authorities, (ii) investigations of claims of misappropriation, fraud, or business irregularities of a potentially criminal nature, or (iii) TRADESOCIAL reasonably believes that an audit is necessary to address a material operational problem or issue that poses a threat to Servicer's business.

c. In cases where any payment error is discovered during the audit, the party in whose favor the error was made will pay the other the amount of the error. We will pay for the audit unless the audit uncovers payment errors in our favor of five percent (5%) or more of the total amount of Seller Fees or paid by you to us under this Agreement. In this case, you must pay for the cost of the audit and all our related expenses.

6. Buying on TRADESOCIAL Platform

6.1 Buying Freight and/or Cargo Insurance Services:

The Users can use the TRADESOCIAL Platform to look for and evaluate the Sellers and to request and manage the various price quotes and related terms required for obtaining the freight, cargo insurance, and/or other services. If the User is using the TRADESOCIAL platform as a Buyer, then the User is required to pay for using the TRADESOCIAL Services along with freight, cargo insurance, and other services that the User purchases from a Seller. In addition to the above, according to the payment method chosen by the user, the charges concerning the payment processing fees ("Processing Fees") shall be made applicable as and when required.

6.3 TRADESOCIAL is not the Seller:

The Buyers are under an obligation to use and access the TRADESOCIAL platform at their own risk. The Buyers are also encouraged to do their research on any Seller with whom the Buyers may like to engage themselves. TRADESOCIAL just helps the Buyer find Quotes from Sellers and provides a marketplace and eBidding/reverse auction platform for Freight and Cargo insurance. In no case, TRADESOCIAL itself will be considered as a Seller of any Freight or Cargo insurance services. Nevertheless, TRADESOCIAL shall provide a choice to the User to opt for freight and cargo insurance as the User wishes. Sellers are not the agents or contractors of TRADESOCIAL nor does TRADESOCIAL endorse any Sellers or in any way supervise, direct or control a Seller's performance of Freight Services. TRADESOCIAL does not warrant that any Seller will meet the Buyer's expectations in performing Freight Services nor guarantee specific service levels.

TRADESOCIAL is under no obligation to conduct background checks on any Seller, other than on a discretionary basis. TRADESOCIAL publishes the reviews of the Sellers from time to time, but in no way guarantee the accuracy of any reviews and warn the Users that reviews can be misleading. The liability of TRADESOCIAL is limited to acting as a collection agent for Sellers so if any transaction has been entered into with relation to the purchase of Freight and/or Cargo insurance services, TRADESOCIAL will have the authority to collect payment and the Buyer agrees that if there is any failure to make the payment which is due, Seller and/or TRADESOCIAL as their agent will have the right to detain release of a cargo shipped under the TRADESOCIAL Platform until the freight is paid in full.

6.4 Dispute with Sellers:

The Buyer by using the TRADESOCIAL platform agrees that they will try to resolve their concerns directly with the seller in relation to any orders that they place with the Seller. For that purpose, Buyers can either use the inbuilt communication channels in the TRADESOCIAL platform or will deal with the customer directly. In any circumstance, if the Buyer cannot resolve their concerns with the Seller directly, then such concern must be reported to TRADESOCIAL through a formal complaint which will then be addressed by TRADESOCIAL in the manner it considers appropriate.

The Buyer understands that any legal remedy or liability that the Buyer seeks to obtain for actions or omissions of Sellers or other third parties will be limited to a claim against the particular Sellers or other third parties who caused the particular harm. TRADESOCIAL will not be responsible to provide any legal remedy with respect to such actions or omissions.

6.5 Buyer Payment Terms:

a. TRADESOCIAL as Payment Agent: TRADESOCIAL acts as the payment agent of the Seller (also known as an agent of the payee) in order to collect money from the Buyer for the freight and any other ancillary services. TRADESOCIAL may on its discretion, request in respect of a particular Order that the Buyer makes the payment to the Seller directly, but any such Order remains an Order made through the TRADESOCIAL Platform. TRADESOCIAL has its own policies and practices with respect to the terms of the payment policy applying to any Order and the same will be presented to the Buyer at the time of making the Order and there may be further guidelines published from time to time in the Seller's SOP and Buyers Terms and Conditions.

b. Quotes: The Buyers using the TRADESOCIAL platform agrees to pay the amounts presented in a Quote and any other amounts that are owed to the Seller in connection with an Order including but not limited to the Accessorial Charges which shall comprise of the fees or any service charges that are added to a particular delivery due to unexpected delays or additional services provided by the carrier to complete that particular delivery ("Accessorial Charges"). The Buyer also agrees to provide any documentation reasonably requested by a Seller for the purposes of the Order and the Buyer is under obligation to ensure the accuracy and timely submission of such documentation to the Seller. TRADESOCIAL shall make reasonable efforts to ensure that Quotes displayed on the TRADESOCIAL Platform are all-inclusive. However, the Buyer may be charged an amount that is added to the amount of the Quote in certain circumstances depending upon the terms and conditions of the Seller.

c. Insurance, Customs Brokerage, Cost on Value Added Services, Taxes, and Import Duties: Unless specifically stated, freight insurance, costs on value-added services, and customs brokerage charges are not included in a Quote for Freight Services. Import duties are not included in a Quote and the Buyer may have to pay the same to the destination government. Value-added tax and/or sales tax (if applicable) are only included if they are specifically listed in the fee breakdown of an Order.

d. Changes to Payment Policies: TRADESOCIAL reserves the right to make changes to the payment policies and practices at any time, for any reason, and without advance notice to the Users. TRADESOCIAL may sometimes at its own discretion offer different payment options or offer certain Buyers credit facility to make a payment at a later date. Where the payment is arranged through payment gateways using credit/ debit card or a credit facility is offered to any Buyers, TRADESOCIAL reserves the right to charge extra fees for these arrangements and the Buyers agree to pay these Processing Fees to TRADESOCIAL directly.

7. Selling on TRADESOCIAL Platform

7.1 Selling Freight Services

a. Where You Can Sell: The User as a Seller of Freight or any other services will use own Account to control any of the Freight or any other services that are actively offered to Buyers through the TRADESOCIAL Network.

b. Representations: The Seller by using the TRADESOCIAL platform agrees to hold all the required permits, licenses, knowledge, and experience to offer the Freight Services and/or Cargo Insurance.

c. The Seller also agrees to provide TRADESOCIAL with an updated Pricing List and the data about the Seller's company or shipments which is reasonably required for compliance with all the laws and regulations. The prices applicable to the transactions will be as per the pricing list and TRADESOCIAL will in no case be held responsible for any incorrect price-related information. In the event, the Seller fails to provide the latest required data, TRADESOCIAL reserves the right to hold access to the TRADESOCIAL Platform to the Seller.

d. Reselling: Businesses that are both Buyers and Sellers (e.g., freight forwarders) may configure the TRADESOCIAL Platform to automatically search for Quotes that are available for them to Buy, mark-up the prices in those Quotes, and use that in creating a Quote which they offer to Sell ("Reselling"). In cases of reselling, TRADESOCIAL acts as the payment agent of the TRADESOCIAL Seller except on eBids where the Buyer may agree to settle the payment directly with the TRADESOCIAL Seller. TRADESOCIAL is not a party for the reselling agreement between the reseller and their buyer.

7.2 Services provided by TRADESOCIAL to the Sellers

TRADESOCIAL will provide the following services:

a. Seller Fees: Sellers may subscribe to different digital solutions in TRADESOCIAL Ecosystem to offer their services to Buyers. Based on different advanced features available in the ecosystem, TRADESOCIAL shall agree with Sellers on applicable order Fees for different services ("Success Fees") which the Seller will have to pay to TRADESOCIAL upon a successful order being placed in the TRADESOCIAL ecosystem. We reserve the right to change the Seller Fees from time to time with advance notification to Seller before the implementation of such changes.

b. Billing and Payment of Seller Fees: TRADESOCIAL will invoice the Seller Fees to the seller on a monthly basis. Based on the credit period agreed with the Seller, TRADESOCIAL can deduct the invoice for Seller Fees for any of the other payments due to the Seller. In the event there exist any country restrictions on netting off the receivables and payables, Seller agrees to pay the seller Fees as per the agreed credit terms.

c. Based on the configuration option chosen by the Seller, TRADESOCIAL shall advertise and promote the Freight Services on the TRADESOCIAL Platform. TRADESOCIAL shall facilitate the communication or document exchange between the Seller and the Buyer. TRADESOCIAL may guide on the list of standard shipping and related document for selected trade lanes. It is the responsibility of the buyer and seller to agree on different shipping and related documents that one requires for the execution and customs clearance of the shipments at origin or/and destination based on country-specific requirements. The seller must ensure to send the original shipping and related documents to the destination where the original documents are required for customs clearance etc.

d. The liability of TRADESOCIAL is limited to acting as a collection agent for Sellers for shipments routed through TRADESOCIAL where the Seller opted for a collection of payment through TRADESOCIAL. The Seller confirms that TRADESOCIAL will have the authority to collect payment on all such shipments.

e. By accepting this Agreement, the Sellers appoint TRADESOCIAL as the limited agent just for the purposes of collection. Once the collection of payment due is done, the Sellers agree that there are no outstanding claims against Buyer for such shipment or payment.

f. To help TRADESOCIAL collect the outstanding payment, the Sellers agree upon our request to hold off releasing cargo to a Buyer if the Buyer has not fulfilled its payment obligations.

g. Seller is fully and solely responsible for determining the correct VAT/tax consequences of the invoice for Freight Services and any other services.

7.3 Subagent:

The Sellers authorize TRADESOCIAL to appoint sub-agents who may also market the Quotes that are generated for the Freight Services and any other services that are provided so that the number of customers stands increased.

8. Endorsements

TRADESOCIAL does not endorse any of the Buyer or Seller nor is TRADESOCIAL responsible to conduct any background checks on the Users of the TRADESOCIAL platform.
However, TRADESOCIAL reserves the right to conduct background checks on a discretionary basis and the Users agree to cooperate and provide TRADESOCIAL with all the requested information accurately.
The Seller's access to and use of TRADESOCIAL and TRADESOCIAL Services is at their own risk. TRADESOCIAL encourages the Seller to do their own research and due diligence on any Buyer with which they may engage through an Order, just like a Seller of ordinary prudence would do outside TRADESOCIAL.
The Seller is not an agent, contractor, employee, or any affiliated entity of TRADESOCIAL, and in no way does TRADESOCIAL supervise, direct, or control the Seller's performance of Freight Services. No background checks on the Sellers are as such done by TRADESOCIAL except on a discretionary basis for which the user agrees to provide TRADESOCIAL with all the necessary information.
Dispute with Buyers: The Seller by using the TRADESOCIAL platform agrees that they will try to resolve disputes directly with the Buyer with respect to any transactions entered into on the TRADESOCIAL platform.
The Seller understands that any legal remedy or liability that the Seller seeks to obtain for actions or omissions of Buyers or other third parties will be limited to a claim against the Buyer or other third parties who caused the particular harm. The Seller agrees that TRADESOCIAL will not be responsible to provide any legal remedy with respect to such actions or omissions.

9. Transfer and Access to Information

The Users shall limit access and use of any TRADESOCIAL system solely to the supply of Services and shall not access or attempt to access any intranet, computer systems, files, software, or services other than those required for the supply of Services. The Users shall strictly follow all security rules and procedures of TRADESOCIAL for restricting access to its computer systems. All user identification numbers and passwords disclosed to the Users and any information obtained by Users because of User's access to and use of TRADESOCIAL computer systems shall be deemed to be and treated as, TRADESOCIAL proprietary information.
The Information shall be treated with the same degree of care as such Users use for its own information of a similar nature but in no event a lower standard than a reasonable standard of care.
The Users are bound to cooperate in the investigation of any apparent unauthorized access to any TRADESOCIAL computer system.
Unacceptable Use: The user agrees not to do any of the following in connection with the use of the TRADESOCIAL Services:
- Post, upload, publish, submit, or transmit any Content that: (i) infringes, misappropriates, or violates a third party's Intellectual Property Rights or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity, or (vii) promotes illegal or harmful activities or substances.
- Use, display, mirror, or frame the TRADESOCIAL platform or any individual element within TRADESOCIAL, TRADESOCIAL name, any TRADESOCIAL trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, unless expressly allowed under the terms of this Agreement.
- Access, tamper with or use non-public areas of the TRADESOCIAL Platform or TRADESOCIAL computer systems.
- Attempt to probe, scan or test the vulnerability of any TRADESOCIAL system or network or breach any security or authentication measures.
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by TRADESOCIAL or any of TRADESOCIAL providers or any other third party (including another user) to protect TRADESOCIAL or TRADESOCIAL Content.
- Attempt to access, search, or download TRADESOCIAL or TRADESOCIAL Content, using any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like) other than the software and/or search agents provided by TRADESOCIAL or other generally available third-party web browsers.
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other forms of solicitation.
- Interfere with, or attempt to interfere with, the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail bombing TRADESOCIAL.
- Collect or store any personally identifiable information from TRADESOCIAL or regarding other users of the TRADESOCIAL Services without their express permission.
- Impersonate or misrepresent your affiliation with any person or entity.
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
Our Enforcement Rights: TRADESOCIAL reserves the right to monitor access to or use of the TRADESOCIAL platform or to review or edit any Customer Content to ensure compliance with this Agreement and to improve the user experience. TRADESOCIAL has the right to remove or disable access to any Customer Content, or any Account, at any time and without notice if it finds any Customer Content to be objectionable or in violation of this Agreement. TRADESOCIAL has the authority to investigate violations of this Agreement and to consult with the law enforcement authorities accordingly to prosecute users who violate the law. The user understands that TRADESOCIAL may also use third parties, including collection agents, to help in the enforcement of this Agreement.
Compliance with Laws: The User undertakes to comply with all the applicable laws, rules, and regulations, including but not limited to sanctions, anti-corruption, anti-money laundering, and tax laws in the performance of this Agreement.

Terms and Conditions for SaaS Platform

1. Acceptance of Terms

By accessing, installing, or using our platform ("Platform"), you agree to these Terms and Conditions ("Terms"). If you do not agree, you must immediately cease use of the Platform. These Terms constitute a binding legal agreement between you and TRADESOCIAL.

2. Service Description

We provide a proprietary, cloud-based SaaS platform that facilitates logistics and freight aggregation, warehousing, and related services. The Platform, including its underlying ideas, algorithms, design, and features, are the intellectual property of TRADESOCIAL.

3. User Obligations

You shall use the Platform solely for authorized purposes and in accordance with these Terms.
You shall not attempt to copy, reverse engineer, decompile, modify, or create derivative works based on the Platform.
You shall not use the Platform for any unlawful, harmful, or unauthorized activities.

4. Account Security and Confidentiality

You are responsible for maintaining the confidentiality of login credentials.
You agree to immediately notify us of any unauthorized access or breach.
You acknowledge that your account details are proprietary and confidential, and you shall not share login information.

5. Intellectual Property and Proprietary Rights

All rights, including patents, copyrights, trademarks, and trade secrets, in the Platform, its code, algorithms, design, features, and documentation, are and shall remain the exclusive property of TRADESOCIAL or its licensors.
You are granted a limited, non-exclusive, non-transferable license to use the Platform under these Terms.
You agree not to reproduce, distribute, sell, or transfer any part of the Platform or its documentation without prior written consent.

6. Protection of Ideas and Solution

You acknowledge that the Platform and its underlying technology, ideas, processes, and solutions are highly valuable intellectual property.
You shall not attempt to reverse engineer, decipher, or replicate any proprietary aspects of the Platform.
The Platform's architecture, algorithms, and any enhancements are confidential and proprietary. You shall not share, publish, or disclose any part of the Platform's core solutions.

7. Confidentiality

Both parties agree to keep confidential all proprietary information, trade secrets, and technical data related to the Platform.
These obligations shall survive termination of this agreement for a period of 2 years.

8. Restrictions and Prohibitions

Do not copy, modify, distribute, or create derivative works based on the Platform without prior approval.
Do not attempt to decompile or reverse engineer any part of the Platform.
Do not use the Platform to create competing products, services, or solutions.

9. Liability and Limitation of Liability

The Platform is provided "as is" and "as available." We do not warrant that the Platform will be error-free, uninterrupted, or secure.
To the maximum extent permitted by law, TRADESOCIAL and its affiliates shall not be liable for any damages, direct or indirect, arising from use, misuse, or inability to use the Platform, including loss of profits, data, or business opportunities.

10. Indemnification

You agree to indemnify, defend, and hold harmless TRADESOCIAL, its affiliates, employees, and licensors from and against any claims, damages, liabilities, costs, or expenses arising from your misuse of the Platform, violation of these Terms, or infringement of third-party rights.

11. Termination

We may terminate or suspend your access immediately if you breach these Terms or engage in misuse.
Upon termination, your license to use the Platform ceases, and you shall cease all use of proprietary materials.
The obligation to pay outstanding fees and confidentiality survives termination.

12. Ownership and Non-Compete

You acknowledge the proprietary nature of the Platform and that no transfer of ownership occurs, only a license.
You shall not develop, assist in the development of, or help others create any competing software, platform, or service based on the core ideas or functionalities of our solution, during and for a period of [e.g., 2 years] following termination.

13. Modifications

We may update or modify these Terms at any time with prior notice.
Continued use of the Platform after modifications constitutes acceptance of the updated Terms.

Acknowledgment and Acceptance of Terms and Conditions

By accessing, browsing, or using this platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions in their entirety. You confirm that you have had the opportunity to review all provisions, policies, and legal notices associated with this platform. You agree that your use of the platform constitutes your full acceptance of all terms and conditions, including any updates or modifications made from time to time.

Furthermore, you agree that you will not claim ignorance, omission, or lack of knowledge of these terms as a defense or reason to contest any disputes, claims, or liabilities arising from or related to your use of the platform. If you do not agree to these terms, you should stop using the platform immediately.

This acknowledgment is an essential part of your contractual agreement with us, and your continued use signifies your explicit consent and understanding of all terms herein.

General Terms & Conditions

By requesting or accepting goods or services from TradeSocial, the Customer agrees to the following terms and conditions of service ("Terms and Conditions").

1. Definitions and Rules of Construction:

"TradeSocial" refers to TradeSocial Inc., TRDSOCIAL FZCO and TRDSOCIAL Holding Limited, and its subsidiaries and affiliates. "Customer" means any person or entity for whom, for whose benefit, or at whose request, TradeSocial provides services, including agents, contractors, shippers, and other representatives. The Customer should provide these Terms and Conditions to all relevant parties. "Person" includes an individual, partnership, corporation, government, or any other legal entity.

2. Role of TradeSocial:

TradeSocial acts as an agent for the Customer, except to the extent it operates as a service provider.

3. Customs and Compliance:

Customers are responsible for ensuring all documents and information provided to TradeSocial are accurate and complete. TradeSocial is not liable for delays or penalties arising from incomplete or inaccurate compliance documentation. The platform and its agents shall not be held responsible for any costs, delays, or damages caused by customs or government authorities during inspection or clearance processes. Any delays or actions taken by customs or authorities are at their sole discretion and beyond the control of the platform. Additionally, once cargo has been opened and inspected by customs or other governmental agencies, all responsibilities related to the cargo—including any liability or claims—shall rest solely with the shipper or consignee. The platform explicitly disclaims any liability arising from such inspections or actions.

4. Liability Limitations:

TradeSocial is not liable for any indirect, incidental, or consequential damages arising from its services. Liability, if any, is limited to the value of services agreed upon in writing.

5. Insurance and Indemnification:

Customers are encouraged to obtain appropriate insurance coverage for their goods and services.

6. Digital and Data Responsibility:

TradeSocial ensures high levels of data security and customer confidentiality in compliance with applicable laws.

7. Service Adjustments and Changes:

TradeSocial reserves the right to modify or amend these terms and services, with such changes being effective upon publication on the TradeSocial website. These terms ensure a clear, mutual understanding between TradeSocial and its clients, promoting responsible and secure international trade practices.

8. SCOPE

These Terms of Service ("Terms of Service"), as set out here in, are binding on the users (who shall here in after be referred to as "you", "your", "yourselves", "Customer", as applicable) who use the online platform ("Platform") developed by TradeSocial, a company registered under the laws of the United Arab Emirates and having its registered office at "Al Khatem Tower, ADGM Square, Al Maryah Island, Abu Dhabi, United Arab Emirates" (here in after referred to as "TradeSocial"/"We"/"Us"/"Our") to facilitate your freight processing.

1.1 You acknowledge and agree that by using the TradeSocial platform, You have agreed to be bound by these terms and conditions and any additional terms that apply. In the event that a Customer executes a terms of service with us separately, the same shall supersede these Terms of Service.
1.2 These Terms of Service shall be read along with the relevant SAAS Service Order Form (which shall refer to the new order form executed by you, separately with us).
1.3 This document describes and governs your usage of the Platform made available through the website at www.tradesocial.tech. The annexures form an integral part of this document including for the professional services that we may render to you (Annexure B).
1.4 Please note that TradeSocial reserves the right to revise the content of these Terms of Service at any time by posting an update to this page. Your continued use of the Platform following the posting of changes to the Terms of Service will mean you accept those changes. If you do not agree with any of the terms, you must not continue to use the Platform. TradeSocial reserves the right, in its sole discretion, to determine if you have violated the Terms of Service and to take any action it deems appropriate. You acknowledge that TradeSocial shall have the right to terminate your access to the Platform for violations of any of these rules, including repeat infringement of copyrights.

2. Definitions

For the purposes of these Terms of Service, the following terms shall have the meanings defined below:

2.1 "Applicable Laws" shall mean all applicable statutes, enactments laws, ordinances, judgment, orders, directives, rules and regulations, by-laws, notifications, guidelines and policies of any Authority, as may be in force and effect during the subsistence of these Terms of Service which shall be applicable to your business and the outsourcing of our Services, including but not limited to, any license, permit or other governmental Authorization, in each case as in effect from time to time.

2.2 "Authority" shall mean any national, supernational, regional or local government or governmental, administrative, fiscal, judicial, or government-owned body, department, commission, authority, tribunal, agency, or entity.

2.3 "Authorization" shall mean any consent, registration, filing, agreement, notarization, certificate, license, approval, permit, authority, or exemption from, by or with any Authority, whether given by express action or deemed given by failure to act within any specified time period.

2.4 "Information" shall mean any information, whether oral, graphic, electronic and written or in any other form, including:

1. Forms, memoranda, letters, specifications, processes, procedures, statements, formulae, technology, inventions, trade secrets, research and development information know-how designs plans photographs microfiche business records notes accounting procedures or financial information sales and marketing information names and details of your company suppliers and agents employee details reports drawings and data; and

2. Copies and extracts made of or from that information and data, whether translated from the original form, recompiled, partially copied, modified, updated, or otherwise altered;

2.5 "Intellectual Property" shall, unless otherwise agreed to in these Terms of Service, mean patents, trademarks, service marks, trade names and copyrights, and applications, licenses and rights with respect to the foregoing, and all trade secrets, including know-how, inventions, designs, processes, works of authorship, manuals, documentation, computer programs, and technical data and information.

2.6 "Confidential Information" shall mean the terms of these Terms of Service and its subject matter and all information belonging to, or relating to, or provided by a Party to these Terms of Service, whether oral, graphic, electronic, written, or in any other form, but excluding any Information which was in the public domain at the time of disclosure, other than by reason of a breach of these Terms of Service or that is in fact, or should reasonably be regarded as, confidential to the party to whom it belongs or relates, that may be communicated between the Parties whether in written, electronic or other forms.

2.7 "Services" shall mean the services to be provided by us to you in accordance with these Terms of Service, SAAS Service Order Form and any annexures circulated to You vide emails.

2.8 "Software" shall mean the Software used by TradeSocial in the provision of the Services under these Terms of Service, whether owned or developed by TradeSocial or licensed to TradeSocial.

Warehouse Receipt Terms & Conditions

Liability and Responsibility Disclaimer for Warehousing Services

TradeSocial provides a platform to connect users with third-party warehousing providers and logistics service providers. While we make every reasonable effort to ensure that our partnering warehousing facilities and service providers operate in compliance with all applicable laws, regulations, and industry standards, TradeSocial functions solely as an intermediary, facilitator, and aggregator of warehousing and storage services.

Independent Service Providers:

The warehousing facilities and storage providers listed on or connected through our platform are independent contractors and service providers operating under their own terms, conditions, licenses, and insurance policies. TradeSocial does not own, control, or operate any warehousing facilities or storage services and does not have authority or responsibility over their conduct, compliance, or operational practices unless expressed otherwise.

No Liability for Warehouse Provider Actions:

All agreements, contracts, and dealings related to warehousing and storage are strictly between the user and the warehousing provider. TradeSocial shall not be held responsible or liable for any damages, losses, delays, theft, or incidents caused by or arising from the acts, omissions, default, or insolvency of any warehousing provider or third-party service provider.

Risk Assumption and Indemnity:

By using our platform, you acknowledge and agree that:

Your contractual relationship is solely with the warehousing provider;
You assume all risks related to the storage, handling, security, and condition of stored goods;
You will indemnify, defend, and hold harmless TradeSocial, its affiliates, officers, employees, and agents from any claims, damages, liabilities, or expenses arising out of or related to your use of the warehousing services, including but not limited to claims for damages, loss, theft, or injury caused by or attributable to the warehousing provider.

Limitation of Liability:

To the maximum extent permitted by law, TradeSocial expressly disclaims all warranties, representations, and liabilities, whether expressed or implied, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. In no event shall TradeSocial be liable for consequential, incidental, indirect, special, punitive, or exemplary damages, even if advised of the possibility of such damages.

No Guarantee of Service or Condition:

TradeSocial does not guarantee the quality, security, safety, or condition of any warehousing service. The platform is provided "as is" and "as available," and we expressly disclaim any warranties regarding uninterrupted or error-free operation.

Legal Compliance:

While we strive to promote lawful practices among our warehouse partners, it is the responsibility of the warehousing providers and users to comply with all applicable laws, safety regulations, and industry standards.

Warehouse Commercial Terms & Conditions

The following terms and conditions ("Terms and Conditions") shall only apply if TradeSocial (as described below in the definition of "Warehouse") executes a written agreement to act as a warehouse pursuant to these Terms and Conditions in Europe, Africa and Asia. In the absence of such a written agreement, any storage or handling of a third-party's property shall be incidental to TRADESOCIAL services as either a carrier or a freight intermediary, and TRADESOCIAL duties and obligations regarding such property shall be governed by the terms and conditions applicable to transportation services being provided by TradeSocial as either a carrier or freight intermediary.

TradeSocial may from time to time change these Terms and Conditions. Any changes are effective immediately upon publication on our website at www.tradesocial.tech/terms-conditions

Definitions:

"Warehouse" means TradeSocial LTD and its subsidiaries, related companies, agents, or representatives (collectively, "Warehouse"). "Depositor" means the shipper, consignee, owner of the Goods or its agents, including, without limitation, motor carriers, drayage companies, forwarders, brokers, and/or any entity that places or maintains a chassis/trailer pool at any of the Warehouse's facilities. "Equipment" means any chassis, container, trailer, or tractor. "Goods" means the merchandise, cargo, or freight that the Depositor tenders for storage, set forth on the front page of this Warehouse receipt. "Yard Storage" means the placement of containers or trailers, with or without tractors, empty or loaded, secured or unsecured, in the yard of the Warehouse for the benefit of the Depositor and/or the Depositor's Goods. "Contract" means this Warehouse Receipt Terms and Conditions of Contract.

Acceptance:

(a) This Contract, including accessorial charges that may be attached hereto, must be accepted within 30 days from the proposal date by signature of Depositor. In the absence of written acceptance, the act of tendering the Goods described herein for storage or other services to Warehouse, within 30 days of proposal date shall constitute acceptance by Depositor. Depositor has had the opportunity to review and inspect the warehouse facility ("Facility").

(b) In the event that Goods tendered for storage or other services do not conform to the description contained herein, or conforming Goods are tendered after 30 days from the proposal date without prior written acceptance by Depositor as provided in paragraph (a) of this section, Warehouse may refuse to accept such Goods. If Warehouse accepts such Goods, Depositor agrees to rates and charges as may be assigned and invoiced by Warehouse and to all terms of this Contract.

(d) This Contract may be cancelled by either party upon 30 days written notice and is canceled if no storage or other services are performed under this Contract for a period of 90 days.

Shipping:

The Depositor shall not designate the Warehouse to be the consignee for any Goods under any bill of lading, waybill, air waybill, or any other transportation contract, receipt, or delivery document. If, in violation of the terms of this Warehouse receipt, Goods arrive at the Warehouse and it is the named consignee, the Depositor agrees to notify the carrier in writing prior to such shipment, with copy of such notice to the Warehouse, that the Warehouse is in fact a Warehouse that has no beneficial title or interest in such Goods and the Depositor further agrees to indemnify and hold harmless the Warehouse from any and all claims for unpaid transportation charges, including, without limitation, undercharges, demurrage, detention, or charges of any nature, that arise out of or are in any way connected to the Goods.

The Depositor further agrees that if it fails to notify the carrier as the preceding sentence requires, the Warehouse shall have the right to refuse such Goods and it shall not be liable or responsible for any loss, injury, or damage that arises out of or is in any way connected to such Goods.

Tender for Storage:

All Goods shall be delivered at the Facility properly marked and packaged for storage and handling. The Depositor shall furnish at or prior to such delivery, a manifest showing marks, brands, or sizes to be kept and accounted for separately, and the class of storage and other services desired.

Storage Period and Charges:

(a) Unless otherwise agreed in writing, all charges for storage are per package or other agreed unit per month.

(b) The storage month begins on the date that Warehouse accepts care, custody and control of the Goods, regardless of unloading date or date of issue of warehouse receipt.

(d) of this section, irrespective of and for any free time that may apply to the initial storage period a full month's storage charge will apply on all Goods received between the first and the 15th, inclusive, of a calendar month; one-half month's storage charge will apply on all Goods received between the 16th and the last day, inclusive, of a calendar month, and a full month's storage charge will apply to all Goods in storage on the first day of the next and succeeding calendar months. All storage charges are due and payable on the first day of storage for the initial month and thereafter on the first day of the calendar month.

(e) When mutually agreed in writing by TradeSocial and the Depositor or in the event the Goods remain in storage in absence of agreement, a storage period shall extend from a date or time in one storage period to, but not including, the same date or time of the next and all succeeding storage periods at agreed rates. Except as expressly agreed between TradeSocial and Depositor in writing, neither the existence of these Terms and Conditions nor Warehouse's acceptance of Goods means Warehouse accepts such Goods for a definite or indefinite time; and where Warehouse accepts Goods for an agreed storage period, such acceptance does not mean Warehouse accepts such Goods for any subsequent storage period.

Transfer, Termination of Storage, Removal of Goods:

(a) Instructions to transfer Goods on the books of the Warehouse are not effective until delivered to and accepted by Warehouse, and all charges up to the time transfer is made are chargeable to the Depositor. If a transfer involves rehandling the Goods, such will be subject to a charge. When Goods in storage are transferred from one party to another through issuance of a new warehouse receipt, a new storage date is established on the date of transfer.

(b) The Warehouse reserves the right to move, at its expense, 14 days after notice is sent by certified mail or overnight delivery to the Depositor, any Goods in storage from the Facility in which they may be stored to any other of Warehouse's Facilities. Warehouse will store the Goods at, and may without notice move the Goods within and between, any one or more of the warehouse buildings which comprise the Facility identified on the front of this Contract.

(c) The Warehouse may, upon written notice of not less than 30 days to the Depositor and any other person known by the Warehouse to claim an interest in the Goods, require the removal of any Goods. Such notice shall be given to the last known place of business of the person to be notified. If Goods are not removed before the end of the notice period, the Warehouse may sell them in accordance with applicable law.

(d) If Warehouse in good faith believes that the Goods are about to deteriorate or decline in value to less than the amount of Warehouse's lien before the end of the 30-day notice period referred to in Section 5(c), the Warehouse may specify in the notification any reasonable shorter time for removal of the Goods and if the Goods are not removed, may sell them at public sale held one week after a single advertisement or posting as provided by law.

(e) If as a result of a quality or condition of the Goods of which the Warehouse had no notice at the time of deposit the Goods are a hazard to other property or to the Facility or to persons, the Warehouse may sell the Goods at public or private sale without advertisement on reasonable notification to all persons known to claim an interest in the Goods. If the Warehouse after a reasonable effort is unable to sell the Goods it may dispose of them in any lawful manner and shall incur no liability by reason of such disposition. Pending such disposition, sale or return of the Goods, the Warehouse may remove the Goods from the Facility and shall incur no liability by reason of such removal. THE GOODS COVERED BY THIS RECEIPT HAVE NOT BEEN INSURED BY THE WAREHOUSE FOR THE BENEFIT OF THE DEPOSITOR AGAINST FIRE OR ANY OTHER CASUALTY. PROCUREMENT OF SUCH INSURANCE IS THE SOLE RESPONSIBILITY OF THE DEPOSITOR, AT THE DEPOSITOR'S SOLE DISCRETION AND EXPENSE.

Handling:

(a) The handling charge covers the ordinary labor involved in receiving Goods at warehouse door, placing Goods in storage, and returning Goods to warehouse door. Handling charges are due and payable on receipt of Goods.

(b) Unless otherwise agreed in writing, labor for unloading and loading Goods will be subject to a charge. Additional expenses incurred by the Warehouse in receiving and handling damaged Goods, and additional expense in unloading from or loading into cars or other vehicles not at warehouse door will be charged to the Depositor.

(d) When Goods are ordered out in quantities less than in which received, the Warehouse may make an additional charge for each order or each item of an order.

(e) The Warehouse shall not be liable for any demurrage or detention, any delays in unloading inbound cars, trailers or other containers, or any delays in obtaining and loading cars, trailers or other containers for outbound shipment unless Warehouse has failed to exercise reasonable care.

Delivery Requirements:

(a) No Goods shall be delivered or transferred except upon receipt by the Warehouse of Depositor's complete written instructions. Written instructions shall include, but are not limited to, FAX, EDI, E-Mail or similar communication, provided Warehouse has no liability when relying on the information contained in the communication as received. Goods may be delivered upon instruction by telephone in accordance with Depositor's prior written authorization, but the Warehouse shall not be responsible for loss or error occasioned thereby.

(b) When Goods are ordered out a reasonable time shall be given the Warehouse to carry out instructions, and if it is unable because of acts of God, war, public enemies, seizure under legal process, strikes, lockouts, riots or civil commotions, or any reason beyond the Warehouse's control, or because of loss of or damage to Goods for which Warehouse is not liable, or because of any other excuse provided by law, the Warehouse shall not be liable for failure to carry out such instructions and Goods remaining in storage will continue to be subject to regular storage charges.

Fulfillment Services:

(a) Fulfillment Services shall be defined as receiving, processing, and delivering orders to Depositor's end customers on behalf of Depositor and in consideration for additional payment.

(b) Warehouse shall incur no liability for lost or damaged goods. Warehouse's liability for lost or damaged goods shall terminate as soon as the goods are recorded as being in the possession of a third party service provider as instructed by Depositor.

Extra Services:

(a) Warehouse labor required for services other than ordinary handling and storage will be charged to the Depositor.

(b) Special services requested by Depositor including but not limited to compiling of special stock statements; reporting marked weights, serial numbers or other data from packages; physical check of Goods; and handling transit billing will be subject to a charge.

(c) Dunnage, bracing, packing materials or other special supplies, may be provided for the Depositor at a charge in addition to the Warehouse's cost.

(d) By prior arrangement, Goods may be received or delivered during other than usual business hours, subject to a charge.

(e) Communication expense including postage, overnight delivery, or telephone may be charged to the Depositor if such concern is more than normal inventory reporting.

Bonded Warehousing:

(a) A charge in addition to regular rates will be made for storage of non customs-cleared Goods.

(b) Where a warehouse receipt covers Goods under Customs Supervision, Warehouse shall have no liability for Goods seized or removed by customs authority.

Minimum Charges:

(a) A minimum handling charge per lot and a minimum storage charge per lot per month will be made. When a warehouse receipt covers more than one lot or when a lot is in assortment, a minimum charge per mark, brand, or variety will be made.

(b) A minimum monthly charge to one account for storage and/or handling will be made. This charge will apply also to each account when one customer has several accounts, each requiring separate records and billing.

Liability and Limitation of Damages:

(a) Warehouse shall not be liable for any loss or damage to Goods tendered, stored or handled however caused unless such loss or damage resulted from the failure by Warehouse to exercise such care in regard to them as a reasonably careful person would exercise under like circumstances and Warehouse is not liable for damages which could not have been avoided by the exercise of such care.

(b) Liability of the Warehouse shall in all cases not exceed 5,000 USD per occurrence or series of occurrences with one and the same cause of damage, recommended to apply for cargo insurance through Tradesocial insurance partners.

(c) In case of claims for loss or damage to the goods the liability shall be limited to (i) invoice value of the Goods, to be proved by Depositor or (ii) to 2 USD per kilo gross weight of damaged or devalued Goods, not exceeding 5,000 USD per year per account regardless of the number of claims, whichever is lesser.

(d) Where loss or damage occurs to tendered, stored or handled Goods, for which Warehouse is not liable, the Depositor shall be responsible for the cost of removing and disposing of such Goods and the cost of any environmental cleanup and site remediation resulting from the loss or damage to the Goods.

Time Bar Notice of Claim/Filing of Suit:

(a) Claims by the Depositor and all other persons must be presented in writing to the Warehouse within a reasonable time, and in no event any later than the earlier of:

(i) 5 days after delivery of the Goods by the Warehouse or

(ii) 3 working days after Depositor is notified by the Warehouse that loss or damage to part or all of the Goods has occurred.

(b) No lawsuit or other action may be maintained by the Depositor or others against the Warehouse for loss or damage to the Goods unless timely written claim has been given as provided in paragraph (a) of this section and unless such lawsuit or other action is commenced by no later than the earlier of:

(i) one months after date of delivery by Warehouse or

(ii) one months after Depositor is notified that loss or damage to part or all of the Goods has occurred.

(c) When Goods have not been delivered, notice may be given of known loss or damage to the Goods by mailing of a letter via certified mail or overnight delivery to the Depositor. Time limitations for presentation of claim in writing and maintaining of action after notice begin on the date of mailing of such notice by Warehouse.

No Liability for Consequential Damages:

Warehouse shall not be liable for any loss of profit or for any special, indirect, or consequential damages of any kind whatsoever.

Liability for Mis-Shipment:

If Warehouse negligently misships Goods, the Warehouse shall pay the reasonable transportation charges incurred to return the misshipped Goods to the Facility, not exceeding 5,000 USD. If the consignee fails to return the Goods, Warehouse's maximum liability shall be for the lost or damaged Goods, and Warehouse shall have no liability for damages due to the consignee's acceptance or use of the Goods whether such Goods be those of the Depositor or another.

Mysterious Disappearance:

Warehouse shall be liable for loss of Goods due to inventory shortage or unexplained or mysterious disappearance of Goods only if Depositor establishes such loss occurred because of Warehouse's failure to exercise the care required of Warehouse. Any presumption of conversion imposed by law shall not apply to such loss and a claim by Depositor of conversion must be established by affirmative evidence that the Warehouse converted the Goods to the Warehouse's own use.

Right to Store Goods:

Depositor represents and warrants that Depositor is lawfully possessed of the Goods and has the right and authority to store them with Warehouse. Depositor agrees to indemnify and hold harmless the Warehouse from all loss, cost and expense (including reasonable attorneys' fees) which Warehouse pays or incurs as a result of any dispute or litigation, whether instituted by Warehouse or others, respecting Depositor's right, title or interest in the Goods. Such amounts shall be charges in relation to the Goods and subject to Warehouse's lien.

Accurate Information:

Depositor will provide Warehouse with information concerning the Goods, which is accurate, complete and sufficient to allow Warehouse to comply with all laws and regulations concerning the storage, handling and transporting of the Goods. Depositor will indemnify and hold Warehouse harmless from all loss, cost, penalty and expense (including reasonable attorneys' fees) which Warehouse pays or incurs as a result of Depositor failing to fully discharge this obligation.

Severability and Waiver:

(a) If any provision of this Contract or any application thereof, should be construed or held to be void, invalid or unenforceable, by order, decree or judgment of a court of competent jurisdiction, the remaining provisions of this Contract shall not be affected thereby but shall remain in full force and effect.

(b) Warehouse's failure to require strict compliance with any provision of this Contract shall not constitute a waiver or estoppel to later demand strict compliance with that or any other provision(s) of this Contract.

(c) The provisions of this Contract shall be binding upon the heirs, executors, successors and assigns of both Depositor and Warehouse; contain the sole agreement governing Goods tendered to the Warehouse; and, cannot be modified except by a writing signed by Warehouse and Depositor.

General and Specific Lien:

The Warehouse claims a right to retention, general and specific lien for all lawful charges for storage and preservation of the Goods and/or Equipment, and also, for money the Warehouse has advanced, interest, insurance, transportation, labor, weighing, coopering, and other charges and expenses in relation to such Goods, and for the balance on any other accounts that may be due. Warehouse further claims a general warehouse lien for all such charges, advances and expenses with respect to any other Goods stored by the Depositor in any other facility owned or operated by Warehouse.

The Warehouse shall regard anyone who, on behalf of the Depositor, entrusts Goods to the Warehouse for performing Services, as the Depositor's agent for creating a lien on those Goods. In order to protect its lien, Warehouse reserves the right to require advance payment of all charges prior to shipment of Goods. The Warehouse reserves the right to exercise its lien rights under the terms of any applicable law and/or agreement between the Depositor and the Warehouse. Depositor agrees that Warehouse's general lien shall survive delivery.

Yard Storage:

The Warehouse shall have no liability for any requested Yard Storage of containers or trailers, whether loaded or empty, secured or unsecured. Depositor understands that these containers will be stored in open air and will be subject to all possible weather conditions.

Force Majeure:

In the event of riot, war, rebellion, fire, flood, act of God, terrorism, epidemic, act of governmental authorities or any other cause beyond the control of the Warehouse which renders it impossible for the Warehouse to uphold any term herein, the Warehouse shall not be liable for any such non-compliance caused thereby during the continuance of the Force Majeure. All additional costs caused by Force Majeure, such as storage charges, warehouse or yard rental, demurrage and standing fees, insurance, removal, etc., shall be borne by the Depositor and shall be paid to the Warehouse at the latter's first request.

Governing Law:

These Terms and Conditions of Contract shall be interpreted in accordance with and governed in all respects by the laws of the country of storage.

Freight Terms & Conditions

1. Prohibited Goods

TradeSocial does not accept the following (unless stated otherwise on a separate agreement): certain classes of dangerous goods, weapons and ammunition, wastes, living botanicals, livestock, animals, derivatives of endangered species (e.g.: skin, fur, teeth, shell, feathers or blood and parts of some plants, e.g. seeds), bulk material, removal goods, money and/or valuables, cheques, ready to use credit-cards, coins, fiscal stamps, valid telephone cards, any means of payment, securities (guarantees), precious metals, precious stones, jewelry, art, antiques or tobacco products.

Liability and Responsibility Disclaimer

TradeSocial provides an online platform to connect users with freight forwarders and transportation service providers. While we make every reasonable effort to ensure that our partnering freight forwarders comply with all applicable laws, regulations, and industry standards, TradeSocial acts solely as an intermediary, facilitator, and aggregator of transportation services.

Independent Service Providers:

The freight forwarders listed on or connected through our platform are independent contractors and service providers operating under their own terms, conditions, licensing, and insurance requirements. TradeSocial does not own, control, or operate any of these freight forwarding services and does not have authority over their conduct, compliance, or operational practices.

No Liability for Freight Forwarder Actions:

All agreements, contracts, and dealings related to freight forwarding are strictly between the user and the freight forwarder. TradeSocial shall not be held responsible or liable for any damages, losses, delays, or incidents caused by or arising from the acts, omissions, defaults, or insolvency of any freight forwarder or third-party service provider.

Risk Assumption and Indemnity:

By using our platform, you acknowledge and agree that:

Your contractual relationship is solely with the freight forwarder;
You assume all risks related to the transportation, handling, and delivery of goods;
You will indemnify, defend, and hold harmless TradeSocial, its affiliates, officers, employees, and agents from any claims, damages, liabilities, or expenses arising out of or related to your use of the transportation services, including but not limited to claims for damages, loss, or injury caused by or attributable to the freight forwarder.

Limitation of Liability:

No Guarantee of Service or Performance:

TradeSocial does not guarantee the quality, timeliness, safety, or legality of any freight forwarding services. The platform is provided "as is" and "as available," and we expressly disclaim any warranties regarding uninterrupted or error-free operation.

Legal Compliance:

While we strive to promote lawful practices among our partners, it is the responsibility of the freight forwarders and users to comply with all applicable laws, customs regulations, and international trade requirements.

3. Cash On Delivery (COD):

COD is only available for the TradeSocial Freight service and in limited countries. Delivery is exclusively effected against receipt of proof of payment or payment in the agreed manner The Customer assumes responsibility for the respective instructions to the consignee and for the respective written instructions to TradeSocial Freight. Furthermore the Customer is responsible for all costs resulting from, but not limited to, seizure, refusal of acceptance, insolvency, or refusal to pay on the part of the consignee. For the processing of such COD shipments, a COD fee will be charged.

4. Claims and Claim Deadlines:

Apparent damage, loss or shortage must be notified upon delivery. Any non-apparent damage, loss or shortage must be notified latest within 1 calendar day after the delivery date, Sundays and public holidays excluded.

5. Dangerous Goods:

If the Customer offers hazardous goods for transportation, he has to comply with all statutory rules and regulations. He is responsible for the correct marking and labeling, approved packaging, relevant transportation documents, shipper's statement and danger signs, in the required languages. The standard extra charge for a shipment containing hazardous goods has to be determined by arrangement, and additional costs, such as ferry or tunnel costs, may be added.

6. Transit Time, ETA, and Limitation of Liability

All estimated transit times, estimated dates of arrival (ETAs), and other timeframes provided on this platform are approximate, non-binding, and for informational purposes only. As an aggregator facilitating connections between users and freight forwarders, TradeSocial does not guarantee, warrant, or undertake any specific transit or delivery times.

Independence of Freight Forwarders:

The actual transit time may vary due to factors beyond our control, including but not limited to customs procedures, weather conditions, carrier schedules, and operational delays. The freight forwarders are independent service providers, and their performance, including adherence to estimated transit times, is solely their responsibility.

No Liability for Delays:

TradeSocial shall not be liable for any delays, missed deadlines, or damages resulting from the failure of a freight forwarder to meet estimated transit times or ETAs. We expressly disclaim any liability for any financial losses, damages, or claims arising out of or related to delays in transit or delivery.

User Acknowledgment:

By using this platform, you acknowledge and agree that:

All transit times and ETAs are estimates only;
You do not rely solely on these estimates for your planning or decision-making;
The ultimate responsibility for managing and accepting transit times lies with the freight forwarder;
You waive any claim against TradeSocial for delays or deviations from estimated transit times.

8. Pallet Exchange:

The countries offering a pallet exchange service are determined by the branch accepting the order. There is no obligation for TradeSocial Freight to perform such a service.

Pricing, Payment Terms, and Liability for Cargo Volumes and Storage

1. Pricing Based on Communicated Measurements:

The client's payment obligations are initially based on the weight, volume, and dimensions communicated at the time of booking or shipment arrangement. However, the final and definitive figures shall be determined upon receipt and inspection of the cargo by the agent or authorized personnel. The client agrees to accept the final confirmed measurements and understands that an amended invoice reflecting the actual weight, volume, and dimensions will be issued accordingly.

2. Additional Charges for Extra Volume:

In the event that the final measurements exceed the initially communicated volume, weight, or dimensions, the client shall be liable to pay any additional charges applicable. The client agrees to settle such extra costs promptly, prior to the departure of the cargo.

3. Amended Invoice and Payment:

The client authorizes the issuance of an amended invoice reflecting the actual cargo measurements. Payment for any additional charges must be made prior to cargo departure. Failure to do so authorizes TradeSocial to proceed with the necessary adjustments, including further invoicing or additional charges.

4. Liability for Delay, Costs, and Cancellation:

TradeSocial shall not be responsible for any delays, costs, or expenses incurred due to discrepancies in measurements, late payment of additional charges, or related issues. Additionally, if the client chooses to cancel or refuse acceptance of cargo after the final measurement, TradeSocial shall not be liable for any costs associated with returning the cargo or any associated expenses.

5. Storage and Possibility of Sale:

Storage of the cargo shall continue until full payment is received. If payment remains overdue for more than 60 days from the date of invoice, TradeSocial reserves the right, at its sole discretion, to sell the cargo to offset outstanding storage fees and charges incurred. Proceeds from such sale shall be applied towards covering the unpaid balance, including storage and any additional expenses.

6. Right to Sale and Transfer:

In case of non-payment within the specified period, TradeSocial may, without prior notice, take possession of the cargo and proceed with sale or transfer rights to recover costs. The client waives any claim or objection regarding such sale or transfer.

11. Documentation and Information:

In order that the order can be correctly processed, the Customer is required to provide:

a. Transport order, duly completed;

b. For groupage shipments: labels printed according to the requirements of TradeSocial Freight Label Specification and such labels properly (in particular in an unremovable way) attached by Customer to all individual packages of a shipment before handover to TradeSocial Freight.

c. Copies of the commercial invoice if necessary; Export customs documents or other necessary accompanying documents (if applicable). Furthermore, the Customer is required to provide to TradeSocial Freight following information: a. addresses (in particular consignor's address and consignee's address), marks, numbers, symbols for handling, as well as the number, type and contents of each individual package, b. c. the characteristics of the goods and all other important information necessary for the orderly processing and safe carriage of the shipment. The Customer is responsible for all consequences resulting from missing or incorrectly completed documentation or information. The completion of particular documents, in particular but not limited to the attaching of labels to packages by TradeSocial Freight, will be separately invoiced.

12. Packaging:

All goods must be adequately packed for transport, and able to be dispatched if it is groupage cargo. Liability for damage resulting from inadequate packaging rests with the Customer. If goods are not stackable due to improper packaging or otherwise, the paying weight will be calculated on the basis of the number of loading meters occupied in the truck.

13. Cargo Insurance:

To secure the value of your shipments during transport, we offer you the possibility to insure your goods. This Cargo Insurance will cover for the lesser of the actual repair or replacement costs, up to the insured value, in the event of any physical loss or damage to the shipment. Shipment insurance covers physical cost compensation, consequential costs are excluded. TradeSocial Freight

14. Temperature Sensitive & Perishable Goods:

Specialized Handling, Movement, and Storage of Temperature-Sensitive & Perishable Goods

1. Handling and Movement:

TradeSocial acts solely as an intermediary platform facilitating access to logistics providers for the movement of temperature-sensitive and perishable goods. The client acknowledges that such goods require specialized handling, transportation, and storage. While we will make reasonable efforts to connect clients with qualified logistics providers experienced in handling perishable and temperature-sensitive items, the ultimate responsibility for compliance with all relevant handling procedures and standards remains with the designated logistics providers.

2. Storage Conditions:

Storage of temperature-sensitive and perishable goods will be subject to specific conditions, including temperature, humidity, and other environmental controls, as advised and provided by the logistics providers. The client shall specify the necessary storage parameters and ensure that these are maintained throughout the storage period.

3. Client Responsibilities:

The client shall provide accurate and complete information regarding the nature, handling requirements, and storage conditions for the goods. The client shall also be responsible for ensuring that all necessary permits, licenses, and compliance with applicable laws and regulations are obtained and maintained.

4. Liability and Risk:

TradeSocial shall not be liable for any spoilage, deterioration, loss, or damages to the goods resulting from improper handling, storage, or transportation. The client agrees that the risk of spoilage or damage due to temperature excursions or mishandling remains with the client and the logistics providers engaged.

5. Temperature Control Failures and Incidents:

In the event of temperature excursions, equipment failure, or other incidents affecting the integrity of the goods, the logistics provider shall assess and determine the extent of damage or spoilage. TradeSocial shall not be liable for any such incidents, and the client shall hold harmless and defend TradeSocial against any claims, damages, or liabilities arising from these events.

6. Insurance and Claims:

The client shall be responsible for procuring appropriate insurance coverage for the goods, including coverage for spoilage or damage resulting from temperature deviations. TradeSocial disclaims any liability for claims arising from damage or loss of perishable goods that are not duly insured or are outside the coverage of the logistics providers.

7. Compliance and Responsibilities:

The client agrees to comply with all applicable laws, transportation standards, and guidelines pertinent to handling and storing temperature-sensitive and perishable goods, including but not limited to customs, health, and safety regulations.

15. Termination of Agreement:

1. Right to Terminate by Either Party:

Either party may terminate this Agreement at any time, with or without cause, by providing written notice to the other party at least [30] days prior to the effective date of termination.

2. Automatic Termination:

This Agreement shall automatically terminate immediately if either party:

breaches any material term or condition of this Agreement and such breach remains uncured after [15] days written notice;
becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors;
ceases to conduct its business in the normal course.

3. Obligations Upon Termination:

Upon termination, the following shall occur:

All rights and licenses granted herein shall immediately cease;
The client shall pay all outstanding fees, charges, or liabilities incurred up to the date of termination;
The platform shall have no further obligation to provide services to the client.

4. Post-Termination Effects:

Termination shall not affect any accrued rights or obligations of either party arising prior to the effective date. The provisions relating to confidentiality, indemnity, liability disclaimer, and any other clauses intended to survive termination shall remain in effect.

5. Return of Materials:

Upon termination, each party shall return or destroy all confidential information and proprietary materials of the other party in its possession, within [15] days.

6. Effect of Termination on Ongoing Operations:

TradeSocial shall not be liable for any damages, losses, or expenses resulting from the termination of this Agreement, including without limitation, delays or costs associated with transitioning services or canceling ongoing arrangements.

16. Terms of Delivery:

TradeSocial Freight refers to the Incoterms, latest version.

The parties acknowledge that the transportation, delivery, and associated costs of the goods shall be governed by the Incoterms® in force at the time of shipment, as specified in the applicable contractual agreement or quotation.

The platform, TradeSocial, acting solely as an aggregator and facilitator, does not assume any responsibility for the interpretation, application, or compliance with Incoterms® by the freight forwarders, carriers, or shippers. The ultimate responsibility for understanding, negotiating, and implementing the relevant Incoterms® lies solely with the client and the contracted logistics providers.

The client shall ensure that the chosen Incoterm accurately reflects the agreed responsibilities regarding costs, risks, and legal obligations for the shipping and delivery of the goods. TradeSocial shall not be liable for any damages, delays, costs, or disputes arising from the misapplication, misinterpretation, or failure to adhere to the relevant Incoterms®.

17. Validity of Tariffs:

Once an agreement is reached, the validity of the tariffs will be extended to the expiry date stated on the tariff sheet of the proposal. TradeSocial Freight, however, retains the right of increasing the tariffs at any time by ten days advanced notice.

18. Compliance:

Customer will comply fully with all applicable export control, sanctions, customs laws and regulations and other applicable regulatory requirements and restrictions related to the import, export, transfer or transit of goods ("Trade Laws"). Customer will not request TradeSocial Freight to provide services that would cause, directly or indirectly, a violation of any applicable Trade Laws.

If TradeSocial Freight has reason to believe that providing such services will cause a violation of applicable Trade Laws, TradeSocial Freight has the right to refuse services. Neither Customer, any holding company, agents, affiliates, Consignee or any other third party directly or indirectly contracted by Customer are listed on any applicable sanctions lists as a denied or restricted party ("Denied Party"). TradeSocial Freight has the right to refuse services involving a Denied Party.

Customer is responsible to export classify the goods contained in Customer's shipments and for determining whether the delivery of the shipment to its final destination, any known end-user and end-use complies with all applicable Trade Laws. If a shipment contains Dual-Use or Military goods subject to export control laws and regulations (including restrictions on import, transfer, or transit) ("Controlled Goods"). Customer must obtain all necessary permits, licenses or other government authorizations required for the shipment of Controlled Goods and provide to TRADESOCIAL Freight the export control classification and authorization information (e.g., license, permit, exception), including copies thereof, if requested by TRADESOCIAL Freight.

Customer will inform TradeSocial Freight of any special routing or other conditions for Controlled Goods that apply prior to shipment. Customer has a duty to disclose any and all information required to handle Customer's shipments in compliance with applicable Trade Laws. Customer will timely provide all information and documents in the format specified by TradeSocial to enable TradeSocial Freight to provide services. Any and all information provided by Customer to TradeSocial Freight shall be true, complete and accurate, and Customer is responsible for the authenticity of any documents provided to TradeSocial Freight. If Customer identifies errors or inaccuracies, Customer shall promptly notify TradeSocial Freight of the error/inaccuracy.

19. Data protection:

TradeSocial Freight is entitled to process data transmitted by the Customer insofar as this is required for the fulfilment of the contract or to ensure compliance with its own legal obligations. Furthermore, TradeSocial Freight points out that it may be legally obliged to notify personal data or shipment data to courts and authorities.

Customer permits TradeSocial Freight to use its email address in order to provide it with information on new offers. The Customer may at any time withdraw such permission free of charge by email to the following address hello@tradesocial.tech.

The Customer ensures that it has complied with its legal obligations in relation to personal data provided to TradeSocial Freight including consignee data as may be required for transport, delivery and logistics services, such as e.g. name, address, email and phone number.

In case of unauthorized disclosure of personal data by the Customer to TradeSocial Freight, the Customer indemnifies TradeSocial Freight upon first written demand from all claims asserted by third parties, in particular by recipients, as far as TradeSocial Freight processes the data in accordance with the contract. TradeSocial Freight will maintain data protection in accordance with applicable laws.

20. Force Majeure:

"Force Majeure" means in relation to either Party, any circumstances beyond the reasonable control of that Party, including, without limitation, acts of God, compliance with any acts of any governmental or other authority, war or national emergency, riots, civil commotion, acts of terrorism, piracy, fire, explosion, flood, criminal acts, any information security-related threats including cyberattacks, severe weather conditions, epidemic, pandemic, lock-outs, strikes and other industrial disputes (in each case whether or not referring to that Party's or subcontractors' workforce), shortage of labor, materials and services and inability or delay in obtaining supplies.

Neither Party shall be deemed to be in breach of this Agreement or any Statement of Work or otherwise liable to the other Party for damages (including but not limited to loss, damage or delay to Goods) or otherwise for any failure, partial failure or delay in performing any of its duties or obligations under this Agreement or any Statement of Work (other than breach of an obligation to make payment of any sum due under this Agreement) to the extent such failure is due to Force Majeure.

If a Party's performance of its obligations under this Agreement or any Statement of Work is affected by Force Majeure, the date for performance of such obligation shall be deemed suspended for a period equal to the delay caused by such Force Majeure and the affected Party shall resume prompt performance (including a reasonable startup period) as soon as such Force Majeure shall have ceased.

The provisions hereof shall not apply to monetary amounts due or owing by either Party to the other. The Party affected by Force Majeure shall use commercially reasonable efforts to give notice to the other Party, specifying the nature and extent of the Force Majeure as soon as reasonably practicable after becoming aware of the Force Majeure.

Both Parties will use all reasonable endeavors to mitigate the effects of Force Majeure on the performance of the Agreement and any Statement of Work. For the avoidance of doubt, a close down of IT systems, sectors or segments thereof due to an information security-related threat or attack shall always be deemed to be a mitigation action. If, by reason of a Force Majeure, TradeSocial can only fulfill its obligations by incurring additional costs, then such reasonable and agreed additional costs shall be borne by Customer.

Indemnification

Subject to the provisions of this Agreement, the Users agree to and shall indemnify and hold harmless each TradeSocial, its officers, directors, employees, and authorized agents harmless from and against all damage, loss, liability, and expense (including, without limitation, reasonable expenses of an investigation and reasonable attorneys' fees and expenses in connection with any action, suit or proceeding) ("Damages") incurred or suffered by TradeSocial or as a result of damages arising from a claim by a third party, in each case, arising out of or in connection with User's breach of this Agreement, violation of the law, breach of User's representations and warranties outlined in this Agreement, and User's negligence or misconduct.

Representations and Warranty

The Parties represent and warrant that:

It has the right, power, and authority to execute this Agreement and to perform its obligations hereunder, and that it has taken all licenses, corporate and other acts required to be taken by it to authorize the execution of this Agreement and all documents and instruments required or contemplated hereunder and the transactions contemplated hereby.
The execution and delivery of this Agreement and the performance of its obligations under this Agreement do not and will not violate, conflict with, or result in a breach of any decree, memorandum, and/or articles of incorporation, charter, by-law, law, contract, or obligation to which it is a party or by which it is bound.
It shall adhere to, observe, and comply with the law, rules, regulations, codes, guidelines, and restrictions as may be or becomes applicable from time to time in relation to the Services rendered under this Agreement.
TradeSocial represents that the Logistics Services shall be provided in accordance with the terms of this Agreement and that the same will be provided in a good and workmanlike manner.
The TradeSocial Platform and TradeSocial Services are provided "As is" without warranty of any kind.
Without limiting the foregoing, TradeSocial explicitly disclaims any warranties of fitness for a particular purpose or non-infringement, and any warranties arising out of course of dealing or usage of trade. TradeSocial makes no warranty that using TradeSocial or TradeSocial Services will result in a higher number of customers or increased revenue for the users or its business. TradeSocial makes no warranty that the TradeSocial platform or TradeSocial Services will meet the user's requirements or be available on an uninterrupted, secure, or error-free basis.

Intellectual Property Rights

1. Intellectual Property Definition:

"Intellectual Property" means any and all of the following in any jurisdiction throughout the world:

Trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing.
Copyrights, including all applications and registrations related to the foregoing.
Trade secrets and confidential know-how.
Patents and patent applications.
Websites and internet domain name registrations.
Other Intellectual Property and related proprietary rights, interests, and protections (including all rights to sue and recover and retain damages, costs and attorneys' fees for past, present, and future infringement, and any other rights relating to any of the foregoing).Parties hereby agree that specific terms regarding Intellectual Property shall be clear and definite to ascertain the rights over the Intellectual Property and any work being part of the services provided to the other party.

2. Any Intellectual Property developed solely by TRADESOCIAL under this Agreement will remain the sole and exclusive property of TRADESOCIAL. Except for rights expressly granted under this Agreement, nothing in this agreement will function to transfer any of TRADESOCIAL Intellectual Property rights to the other Party.

3. Except as expressly stated herein, nothing in this Agreement shall be deemed to grant, either directly or indirectly by implication, estoppels or otherwise, any licenses to the Users of TRADESOCIAL proprietary Information or any trademarks, and Users acknowledges that TRADESOCIAL shall retain exclusive right and title to the foregoing.

4. TRADESOCIAL reserves the right to terminate the use of the TRADESOCIAL platform by the users who are seen to repeatedly commit the infringement of copyright.

5. User's Intellectual Property:

6. Any Information and other materials that are made available on the TRADESOCIAL platform by the User shall be the exclusive property of the user. The User shall be solely responsible for the accuracy and legality of any content that it submits to the TRADESOCIAL platform. The User by making its content available on the TRADESOCIAL platform, grants to TRADESOCIAL a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to access, process, analyze, store, use, copy, and modify the Content in connection with operating the TRADESOCIAL Platform and providing the TRADESOCIAL Services.

7. User Data Maintenance and Backup Procedures: The Content of the Users shall be stored, backed up, and secured in a commercially reasonable way by LogisEye. Any lost or corrupted User content will be restored from the latest backup of such User content maintained by TRADESOCIA. TRADESOCIAL will not be responsible for any loss, destruction, or untoward incident with the User content because of an act of any third party. The efforts of TRADESOCIAL to restore lost or corrupted User content will be limited to the content in connection with the TRADESOCIAL's services and TRADESOCIAL platform.

8. Anonymous and Reference Data: The User by making its content available on the TRADESOCIAL platform, gives TRADESOCIAL the right to generate anonymous and reference data through the User Content without disclosing the identity of the user which shall be used for the purposes as TRADESOCIAL may deem fit for improving its services. This anonymous and reference data which is generated by TRADESOCIAL by its very nature shall not be considered as Confidential Information for the purposes of this Agreement and shall be the property of TRADESOCIAL.

9.Trademark License: TRADESOCIAL and the User grants each other a non-exclusive, non-transferable, non-assignable, royalty-free, worldwide license, without the right to grant sublicenses, to use each other’s name and logo on the list of its customers, vendors, and technologies. All goodwill associated with the use of such name and logo inures to the benefit of TRADESOCIAL or the User who owns such name and logo.

14. Limitation of Liability

1. Notwithstanding anything contained in this Agreement, neither Party shall be liable to the other Party for any indirect, special, incidental, exemplary, or consequential damages including but not limited to loss of profit, data or goodwill, service interruption, or technical failure arising out or in connection to this Agreement or from the use or inability to use the TRADESOCIAL Platform or TRADESOCIAL services whether liability is asserted in contract or tort (including negligence and strict product liability) and irrespective of whether or not TRADESOCIAL has been informed of such loss or damage.

15. No Partnership

1. Nothing contained in this Agreement shall be deemed or construed by the parties hereto or by any third person to create the relationship of employee and employer, principal and agent, or of partnership or joint venture. The User assumes full responsibility for, and TRADESOCIAL will have no liability with respect to, the User’s employees or agents. Subject to the provisions of this Agreement, including indemnity, TRADESOCIAL assumes full responsibility for, and the User will have no liability with respect to, TRADESOCIAL employees or agents.

2. Nothing contained in this Agreement shall establish or be deemed to establish any fiduciary relationship between the parties hereto. The parties’ respective rights and obligations hereunder shall be limited to the contractual rights and obligations expressly set forth herein on the terms and conditions set forth herein.

Perishable NDGs

Definitions
Perishable foods are food items that require specific storage conditions, such as refrigeration or freezing, to prevent spoilage. These include, but are not limited to:
- Meat
- Fish
- Poultry
- Eggs
- Dairy products (e.g., butter, cheese, cream)
- Fruits
- Vegetables
Compliance and Regulatory Requirements
All shipments of perishable foods must adhere to applicable local and international regulations, including but not limited to health and safety standards set by regulatory authorities of the destination country.
Exporters and importers are responsible for ensuring all necessary permits, licenses, and documentation are obtained prior to shipment, including:
- Trader’s license (if required)
- Export permits
- Import permits
- Necessary certificates (e.g., health, quarantine, origin certificates)
- Customs clearance documents
Failure to comply with regulatory requirements may result in shipment delays, seizure, or destruction of the goods.
Packaging and Handling
To ensure the integrity, safety, and freshness of perishable foods during transit, the following packaging and handling guidelines must be followed:
- Use appropriate packaging materials suited for the specific food items.
- Seal products properly, using airtight or vacuum-sealed packaging where applicable.
- Protect delicate items with appropriate padding or cushioning.
- Maintain correct temperature conditions, utilizing suitable cold chain solutions such as refrigerated containers, gel packs, dry ice, or liquid nitrogen.
- Clearly label packages with handling instructions, including temperature requirements and fragility notices.
Documentation
All shipments must be accompanied by accurate and complete documentation, including but not limited to:
- Commercial invoice
- Bill of Lading
- Sales contract
- Certificate of origin
- Export health certificates or relevant permits
- Any additional documentation required by the destination country’s regulations
Incomplete or inaccurate documentation may result in delays or refusal of entry at customs.
Prohibited and Restricted Items
Certain perishable items may be restricted or prohibited under the laws of the importing country. It is the responsibility of the shipper to verify that goods comply with destination country regulations before shipment.
TradeSocial does not accept responsibility for shipments that are delayed, confiscated, or destroyed due to restrictions or non-compliance.
Temperature Control & Shipping Conditions
Maintaining optimal temperature conditions throughout the supply chain is critical for preserving perishable foods. Shippers must utilize appropriate cooling or freezing methods and monitor conditions throughout transit.
Failure to maintain required temperatures may compromise product quality and violate regulatory standards, which may lead to shipment rejection or liability.
Shipping Delays and Risks
TradeSocial is not responsible for delays caused by customs inspections, regulatory compliance issues, weather, or other unforeseen circumstances. It is recommended to plan shipments well in advance and work with experienced logistics providers.
Liability and Indemnity
The shipper indemnifies TradeSocial against any claims, fines, or damages arising from the shipment of non-compliant or improperly packaged perishable goods, including failure to obtain required permits or adhere to regulations.
Changes to Terms & Regulations
TradeSocial reserves the right to update these Terms & Conditions periodically to reflect changes in applicable laws, regulations, or operational procedures. It is the responsibility of the shipper to stay informed of any updates.

Payment & Credit Terms

General Conditions
All prices, rates, and charges quoted are subject to change without notice. Charges for shipping, handling, or other services will be calculated based on the applicable weight, volume, or other measurement criteria, in accordance with the terms specified at the time of quotation.
Payments are due in accordance with these Terms & Conditions and any specific agreements made with TradeSocial. Unless otherwise agreed in writing, payment must be made in full before services are rendered or goods are released.
The client is responsible for providing accurate and complete shipment information and ensuring compliance with all applicable laws and regulations. Late, incomplete, or incorrect information may result in delays, additional costs, or the seizure and disposal of goods by authorities, for which TradeSocial assumes no responsibility.
Payment Terms
- Payment Method: All payments shall be made in accordance with the payment instructions provided by TradeSocial.
- Payment Due Date: Payment must be received within [specify number] days from the date of invoice unless an alternative payment schedule has been agreed in writing.
- Default: If payment is not received by the due date, the client shall be in default. In such cases, TradeSocial reserves the right to suspend or cease services, or refuse future transactions until outstanding payments are settled.
- Interest: Any overdue amount shall bear interest at a rate of 1.5% per month, accruing daily from the due date until full payment is received.
- Currency: All payments are due in [specify currency], and the client shall bear any costs associated with currency conversion, if applicable.
Disbursements and Additional Charges
- Additional Costs: Any additional costs incurred beyond the scope of agreed charges—including customs duties, taxes, storage, quarantine, inspection fees, and other government levies—shall be payable by the client.
- Disbursement Payments: TradeSocial reserves the right to make disbursements for third-party costs or fees on behalf of the client and to recover such costs.
- Surcharges: Any applicable surcharges, including currency exchange premiums or special handling fees, are additional and payable by the client.
Credit Approval & Checks
TradeSocial may conduct credit checks and assess the financial standing of the client. The client consents to the sharing and seeking of credit-related information as necessary to evaluate creditworthiness, in accordance with applicable privacy laws.
Rights of Lien
TradeSocial reserves a general and particular lien over any goods, documents, or assets in its possession for all outstanding charges, disbursements, or amounts owed by the client. If payment is not received within [specify number] days of the due date, TradeSocial or its authorized agents may, at their discretion:
- Remove and store the goods at the client’s expense and risk; or
- Sell or dispose of the goods, applying the proceeds to cover the outstanding charges and costs, without any liability for loss or damage resulting from such sale or disposal.
Indemnity
The client agrees to indemnify and hold harmless TradeSocial against any liabilities, losses, damages, costs, fines, or expenses resulting from the client's breach of these Terms & Conditions, non-compliance with applicable laws, or inaccuracies in information provided.
Miscellaneous
- Changes to Terms: TradeSocial reserves the right to amend these Terms & Conditions at any time without prior notice. Continued use of services constitutes acceptance of the latest terms.
- Legal Compliance: The client shall ensure that all shipments and transactions comply with relevant legal and regulatory requirements.
- Severability: If any provision of these terms is held to be invalid or unenforceable, such provisions shall be severed and replaced with valid provisions that most closely reflect the original intent.

Terms & Conditions of Service