These terms and conditions (the “Terms and Conditions”) are the general terms conditions of Pay Forwarder LLC company, a LLC company.
Incorporated and existing under the laws of the Florida USA, with its registered office in 7901 4th St N STE 300 St. Petersburg, FL 33702, USA, registered at the Florida Commercial Register : L22000033602
Seller(s): the logistics provider(s) providing freight forwarding services on the freights buyers have selected to fulfill their booked shipment.
1.1. These Terms and Conditions apply to all Services (the “Service(s)” or “Pay-forwarder.com”) provided by Pay-forwarder.com to its Customers.
(each, a “Party”), whether Buyers or Sellers.
1.2. Pay-forwarder.com reserves the right to - without consent of the Customer - modify (a) these Terms and Conditions and (b) the Program Schedules (by removing, adding new or editing terms) as required by Pay-forwarder.com, applicable banking rules and regulations or Legal Requirements. In the event of a modification to the Program Schedules or Terms and Conditions, Pay-forwarder.com shall provide Customer the revised Terms and Conditions or Program Schedules with reasonable advance notice prior to their effective date.
1.3. If Pay-forwarder.com requests the Customer’s consent to be bound by the amended Terms and Conditions and/or Program Schedules as contemplated in Section 1.2 and the Customer does not agree to be bound by amended Terms and Conditions and/or Program Schedules, Pay-forwarder.com reserves the right (a) to continue to apply the Agreement on the basis of the unchanged Terms and Conditions and/or Program Schedules; or (b) to terminate the Agreement with the Customer with 30 days’ notice.
2. Customer Authorization.
2.1. Verification of Information. Customer hereby authorizes Pay-forwarder.com, or its designated agent, to verify the information on the Registration Application and information concerning any corporate officer, principal, partner, owner or other contact person of Customer as provided below.
2.2. Authorization. Customer grants:
(b) the Customer's trade references;
(c) the Customer’s bank references;
permission and authorization to verify, receive, and obtain business and other information, including without limitation criminal background checks of Customer (including corporate officers), as part of Pay-forwarder.com ongoing evaluation of the Customer throughout the Agreement.
2.3. Electronic Documents. The Agreement is concluded electronically by means of completion of the Registration Application and receipt of the Customer’s electronic confirmation that it has read and agrees to be bound by these Terms and Conditions. The Agreement thus concluded will be as effective and binding as if executed by means of a paper agreement.
3.1. The Pay-forwarder.com Services are made available to the Customer through the Pay-forwarder.com System which is comprised of various applications which store, manage, deliver, download and display information related to Transactions between Sellers and Buyers and the payments associated with such Transactions.
3.2. Third Party Services. Notwithstanding Section 23.4, to the extent that the Sites or applications provide links or access to third party products and/or services, the Customer irrevocably acknowledges and agrees that the relevant third parties are intended third-party beneficiaries of the Agreement pertaining to the Customer’s use of the third-party products/services and will have the right to enforce the Agreement directly against the Customer in their own names. Pay-forwarder.com expressly disclaims any responsibility for the content of third-party sites and disclaims any and all liability resulting from the Customer’s use of such sites or the services offered by such third parties.
3.3. Pay-forwarder.com is not the seller. We help you find quotes from sellers, but we are not a seller and we do not provide freight services. Sellers are not agents, contractors, or otherwise affiliated entities of Pay-forwarder.com. We do not endorse any seller, and we do not in any way supervise, direct or control the performance of any seller with regard to freight services, or guarantee that a seller will meet your expectations in the performance of services freight or guarantee specific service levels. We are not obligated to perform background checks on any seller, but we may do so at our discretion (and have removed sellers from Pay-forwarder.com where deemed appropriate). In order to help you, we post seller reviews or verify individual sellers from time to time, but we do not guarantee the accuracy of reviews and caution you that reviews may be misleading. Your access to and use of the Pay-forwarder.com Services is at your own risk and we encourage you to conduct your own research and due diligence on any Seller with whom you may engage through a Shipment, as you would if you found a Seller outside of the Pay-forwarder.com platform. We act as a collection agent for sellers, so if you have purchased freight from a seller, Pay-forwarder.com will have been authorized by the seller to collect payment and you agree that if you fail to make payment due, the seller and/or Pay-forwarder.com as agent have the right to withhold release of cargo shipped under the Pay-forwarder.com platform until the freight is paid in full, just like you would if you found a seller outside the Pay-forwarder.com platform.
4. Requirements for Use of the Pay-forwarder.com Service.
4.1. The Customer warrants, for the period during which Customer utilizes the Services, that its and its Authorized Users’ use of the Services is not in breach of any Laws. In particular, it warrants that it and its Authorized Users: (a) are not located in or under the control of the government of a country subject to US or EU sanctions, or sanctions of any EU Member State; and (b) are not on OFAC's SDN list or the U.S. Department of Commerce's denied persons list.
4.2. The Customer further warrants that the information, software and technology used by the Pay-forwarder.com Service will not be transferred, exported or re-exported to a sanctioned country, SDN or denied person or otherwise used in violation of sanctions or Laws.
4.3. The Customer is responsible for ensuring that any necessary licenses for its business (including import and export licenses) are obtained from the relevant governmental authority.
4.4. User Access. Customer shall grant access to the Pay-forwarder.com Services only to those employees who are designated by Customer to use the Services as Authorized Users.
4.5. Use of Pay-forwarder.com Service. Customer and its Authorized Users may use the Pay-forwarder.com Services only for purposes specified in the Agreement, as amended from time to time.
4.6. Prohibited Use. Customer may not use the Pay-forwarder.com Services in order to transmit, distribute, store or destroy material (a) in violation of any Legal Requirements (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of third parties or violate the privacy, publicity or other personal rights of third parties, or (c) that is defamatory, obscene, threatening, abusive or hateful.
4.7. Prohibited Conduct. Customers are prohibited from violating or attempting to violate the security of the Pay-forwarder.com System, including, without limitation: (a) accessing data not intended for such Customer, or logging into a server or account which the Authorized User is not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any user, host or network; (d) sending unsolicited or unauthorized e-mails, including promotions and/or advertising of products or services.
4.8. Prohibited Information. Customers are expressly prohibited from (a) providing any incomplete, false or inaccurate biographical information, when completing the Registration Application; (b) using any device, software or routine to interfere or attempt to interfere with the proper working of the Pay-forwarder.com Services or any activity being conducted on the Pay-forwarder.com Services; (c) taking any action which imposes an unreasonable or disproportionately large load on the Pay-forwarder.com Services infrastructure; (d) disclosing or sharing passwords with any non-authorized users or third parties or using passwords for any unauthorized purpose; (e) using or attempting to use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Pay-forwarder.com System other than the search engine and search agents provided by Pay-forwarder.com, if any, on the Pay-forwarder.com Services and other than generally available third party web browsers (e.g., Netscape Navigator, Microsoft Explorer); and (f) directly or indirectly attempting to copy, translate, transmit, distribute, adapt, reproduce, modify, decipher, decompile, disassemble, create derivative works, reverse engineer or derive source code or other trade secrets from the Sites or the software comprising or in any way making up part of the Pay-forwarder.com Services.
4.9. Pay-forwarder Service Customer Account and Passwords. Customer is responsible for maintaining the confidentiality of its Pay-forwarder.com System user name and passwords and for ensuring that only Authorized Users have access to the Pay-forwarder.com System. Customer is responsible for actions taken using the Pay-forwarder.com System by Customer's employees or those acting on behalf of Customer or using passwords obtained from Customer. All usernames and passwords are the property of Pay-forwarder.com and Pay-forwarder.com, in its sole discretion, may revoke them (or otherwise restrict Customer's access to the Pay-forwarder.com Service) or require Customer to change its usernames and/or passwords. The Customer agrees to notify Pay-forwarder.com immediately of any unauthorized use of the Customer’s account or any other breach of security.
Pay-forwarder.com will not be liable for any loss that the Customer may incur as a result of someone else using the Customer’s password or account, either with or without the Customer’s knowledge. However, the Customer may be held liable for any losses incurred by Pay-forwarder.com or another party due to someone else using the Customer’s account or password. The Customer acknowledges that by providing any information to Pay-forwarder.com which is untrue, inaccurate, not current or incomplete, Pay-forwarder.com reserves the right to terminate the Agreement and the Customer’s continued access and use of the Sites and/or the Services.
4.10. Customer Information. The Services shall be provided in reliance upon Customer Information provided to Pay-forwarder.com . Customer shall be responsible for insuring the validity, accuracy and completeness of all Customer Information, data and instructions provided by Customer.
Pay-forwarder.com shall not be required to act on instructions provided by Customer if Pay-forwarder.com has a reasonable basis for believing the Customer Information provided by Customer is not accurate, or that Customer has failed to comply with the Agreement or any Legal Requirements.
4.11. Pay-forwarder.com will :
- Facilitate some communication between the Seller and the Buyer;
- Act as your Collection Agent to collect payment from Buyers on your behalf (also known as agent for payee). By accepting this Agreement you appoint us as your limited agent just for the purposes of collection. Once we collect payment due, you agree that you have no claims against Buyer for such payment. Contract with Buyer: If a Buyer engages you for provision of Freight Services by making a Booking, the Booking agreement and any subsequent agreement that you enter into with the Buyer will be between you and the Buyer only. We don’t act as your insurer, broker, contracting agent or other representative. You acknowledge and agree that you, and not Pay-forwarder.com, are and will be responsible for providing the Freight Services and performing your other obligations under any agreements with Buyers, and we are not a party to such agreements and disclaim all liability arising from or related to such agreements. That said, in order to help us collect payment on your behalf, you agree upon our request to hold off releasing cargo to a Buyer if the Buyer has not fulfilled its payment obligations.
- Occasionally we may need your help collecting from a Buyer. We may request and you agree that a shipment purchased through Pay-forwarder.com not be released so long as the Buyer of that shipment owes money to any Seller.
- Seller is fully and solely responsible for determining the correct VAT/tax consequences of the invoice for Freight Services.
4.12. No Endorsement of Buyers: We don’t endorse any Buyers. We are not obliged to conduct background checks on any Buyer, but we might do so on a discretionary basis and we may vet particular Buyers from time to time. Your access to and use of Pay-forwarder.com and the Pay-forwarder.com Services is at your own risk and we encourage you to do your own research and due diligence on any Buyer with which you may engage through a Shipment, just like you would if you found a Buyer outside of Pay-forwarder.com.
4.13. No Endorsement of Sellers: We don’t endorse any Sellers or Freight Services, and using the Pay-forwarder.com Services does not mean that you or your Freight Services are endorsed in any way by us. We don’t necessarily conduct background checks on any Seller, but we reserve the right to do so on a discretionary basis and you agree to cooperate with us and to provide us with all information we request from you in the event that we decide to conduct a background check on you as well as accurate information for us to place in your profile in the Pay-forwarder.com Platform. By virtue of selling on the Pay-forwarder.com Platform, you are not an agent, contractor, employee or affiliated entity of Pay-forwarder.com and we do not in any way supervise, direct or control your performance of Freight Services.
4.14. What Pay-forwarder.com provides to sellers: Act as the seller's collection agent to collect payment from buyers on their behalf for services provided.
Pay-forwarder.com Payment Guarantee: Pay-forwarder.com acts as agent of the seller (beneficiary) and guarantees full payment of the amount stated in the seller's quote.
Pay-forwarder.com is not acting as a freight forwarder, freight forwarder, insurer, broker, contract agent, customs broker or other representative, nor is Pay-forwarder.com acting as a buyer, consignor, consignee, importer of record or main interested party. Sellers are responsible for performing all obligations related to the provision of freight services under any agreement with Buyer.
4.15. The Payment Guarantee will not apply in the following cases:
In the event of a dispute submitted by the buyer against the seller regarding the shipment, the payment guarantee will be suspended until the dispute is resolved.
Sellers can only initiate collection directly from the buyer for costs not provided for in the original purchase order. Any attempt to initiate collection directly from a Buyer in bad faith will void the Payment Guarantee. Seller must also ensure that its agents do not unfairly charge Buyers for any service.
If the seller releases the shipment when Pay-forwarder.com has instructed the seller to hold it, the payment guarantee will be voided for that shipment.
If Seller fails to fulfill its obligations for shipment as set forth in this document and related policies, the payment guarantee will be void.
If a seller fails to comply with Pay-forwarder.com's terms as detailed in this document or any of the policies referred to here, or if Pay-forwarder.com has received legitimate complaints about the seller's services from Buyers, Pay-forwarder.com reserves the right, at its sole discretion, to suspend Sellers' account or participation in Pay-forwarder.com. Sellers may choose to leave Pay-forwarder.com at any time by contacting firstname.lastname@example.org. Deactivation may take up to 5 business days. In the event of withdrawal by Pay-forwarder.com or by choice of the Seller, they will remain obliged to provide all services for any Quotation reserved and to service any outstanding Shipment in accordance with this document.
Pay-forwarder.com takes the privacy of all buyers and sellers, as well as the confidentiality of their data, very seriously. If a seller shares a buyer's data or shares unauthorized information, it will result in the immediate termination of the seller's account.
5. Settlement; Transactions.
5.1. Settlement. Using the Pay-forwarder.com Service, Pay-forwarder.com will process and disburse payments on behalf of Customers.
5.2. Transactions. A Transaction is considered paid by the buyer when the status indicates "Payment Received". A Transaction is considered paid by Pay-forwarder.com when the status indicates "Payment Sent". Upon termination of the Agreement for any reason, Pay-forwarder.com will cancel all Transactions that have not been submitted for processing.
6. Disputes between Buyer and Seller.
6.1. Disputes with sellers. We encourage you to communicate directly with Sellers regarding any Booking you make (whether using communication tools on the Pay-forwarder.com Platform or offline). If you have any concerns about a shipment, you should try to resolve your concerns directly with the seller in question. If you are unable to resolve your concerns with the relevant seller, you may submit a formal complaint to us and we will process such complaints as we deem appropriate in the circumstances. By using Pay-forwarder.com, you agree that any legal remedy or liability you seek 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 you harm, and you agree not to attempt to impose any liability on us.
6.2. Disputes Prior to Approval. Unless otherwise agreed between Buyer and Seller, the Buyer may choose to dispute a Transaction due to price, terms, quantity, unauthorized service or any other circumstance directly related to a Transaction. It is the responsibility of the Buyer and the Seller to resolve each such dispute.
6.3. Disputes after Approval. If a dispute occurs after approval of the payment by the Buyer, Customer agrees that the Buyer and Seller will settle the dispute directly between the Buyer and Seller and not involve Pay-forwarder.com.
6.4. Pay-forwarder.com will not be responsible for, and hereby disclaims any and all liability for, disputes that arise (and the resolution thereof) between Buyers and Sellers.
6.5. The Buyer undertakes to be aware of the terms and conditions of sale of the transport service provider (the seller). In the event of a dispute, the seller's conditions may apply.
6.6. Pay-forwarder.com is not responsible in case of force majeure ‘definition of force majeure in article 15) that may affect the service engaged, late delivery, failure to deliver packages, loss of packages, plane crash carrying the goods, to a container that falls into the water, a truck accident transporting the goods etc ... This type of dispute will have to be resolved between the buyer and the seller and according to the terms of sale of the seller. The buyer and the seller agree to discharge all liability to Pay-forwarder.com.
A service is considered completed as soon as the seller changes its status to "order delivered". The buyer has 5 working days to make a complaint if necessary with Pay-forwarder.com. After this period of 5 working days the service will be considered as definitively finished and the seller can send his invoice to Pay-forwarder.com in order to be paid. The buyer will no longer be able to request any reimbursement from Pay-forwarder.com.
7. Lien Rights.
7.1. Buyer Security Interests. Buyer agrees to have sufficient funds available in its Settlement Account to (i) pay all Fees when they become due and payable; and (ii) to settle approved funds transfers.
8. Fees, Invoicing, Payment, Currency and Limitation.
8.1. Fees and Payment. The Buyer and Seller agrees to pay Pay-forwarder.com for all Approved and delivered Transactions and Fees incurred for the Services provided by Seller as provided in the Agreement. The platform fees will be calculated on the total amount including all taxes (VAT, port and airport costs and others).
8.2. Fee Payments. Pay-forwarder.com is hereby directed and authorized, without further action by the Seller, to collect for any and all Approved Transactions and Fees due and payable by the Buyer.
8.3. Invoicing. Pay-forwarder.com will send an invoice to the buyer including the commission fees. The buyer will have to pay the full amount of the invoice so that the seller can ship the goods.
Pay-forwarder.com will send a commission invoice to the seller, he will have to pay upon receipt of the invoice by paying by credit card or bank transfer. The seller agrees to pay the commission fees before collecting the amount of his sales.
In order to collect the amount of its sales, the seller must provide an invoice to Pay-forwarder.com. One invoice per order or one mass invoice can be sent.
8.4. Fee Adjustment. Pay-forwarder.com may adjust the Fees at any time to offset or pass through increases in the costs of providing the Services hereunder to the extent changes in any of the following result in a cost increase to Pay-forwarder.com (or its affiliates): (i) payment partners, or (ii) changes in Legal Requirements or the interpretation or implementation thereof by any federal, state or local governmental authority. Any such adjustments will be become effective upon written notice to Customer.
8.5. Commission. For each transaction Pay-forwarder.com invoices the buyer and to the seller a commission of 0.5% on the amount including all tax with a minimum amount of USD25 if the percentage base is less than USD25. In the event of cancellation of an order between the buyer and the seller and this order has already been paid by the buyer, then Pay-forwarder.com will reimburse the buyer excluding any bank charges. In some cases Pay-forwarder.com may ask the buyer to pay the bank charges in advance. Bank charges cannot be communicated in advance because each bank has its own tariffs.
8.6. Payment on the platform. Customers based in the United States will receive an invoice with a secure payment link with our payment partner, they can pay by ACH transfer or bank card. For payments by bank card the buyer will have to pay an additional commission of 2.9%. The additional commission will be applied to the amount including all taxes including platform fees.
Customers based outside the United States who make a payment by bank transfer, the customer must always and without exception choose the OUR option (costs borne by the buyer). Pay-forwarder.com will not accept any bank charges, including foreign exchange commissions and intermediary bank charges. If this rule is not respected then the order will be put on hold until payment of the bank charges by the buyer. Commission invoices from sellers outside the United States will be paid by credit card or bank transfer with the Paypal secure payment platform and a 5% fee will be added to the total amount of commissions.
8.7. Currency. Currently we accept the following currencies: USD (United States). Purchase orders will be issued in USD or will have to be converted into USD if necessary. Invoices will be issued in USD and must be paid in USD. No other currency is accepted at the moment.
8.8. Limitation. Outgoing transfers not supported. We do not currently support transfers to the following countries: Cuba, Iran, North Korea, Syria, Sudan, South Sudan, Region of Crimea including Sevastopol, Myanmar, Venezuela, Libya.
Incoming transfers supported. We currently support transfers from the following countries: Australia, Austria, Belgium, Canada, China, Denmark, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Mexico, Netherlands, New Zealand, Norway, Philipines, Portugal, Singapore, Spain, Sweden, United Kingdom.
Note: Should a country not be included on this list, the sending party can instead use a third-party platform, like Wise or other payments providers to expand this list.
Any foreign currency exchange will need to be executed by the sending bank.
8.9. Miscellaneous costs. Bank rejection fees or insufficient funds or any other fees billed to Pay-forwarder.com and which are not the responsibility of Pay-forwarder.com will be re-invoiced to the customer. Orders / payments will be put on hold until payment of the bank charges due to Pay-forwarder.com. These charges cannot be communicated in advance but the customer may request proof of these charges from Pay-forwarder.com.
8.10. Buyer Payment Terms: Pay-forwarder.com as Payment Agent: You agree to pay Seller for Freight Services associated with a Shipment. We act as the seller's payment agent (also known as the beneficiary's agent). This means that we collect money from you on behalf of the seller, which we then pass on to the seller. We have our own policies and practices as to how and where we collect money from you and how we pass that money on to the seller.
Quotation: You agree to pay the amounts presented to you in a Quotation for a Reservation you place with a Seller, and any other amounts that you owe to the Seller in connection with a Shipment. You also agree to provide any documentation reasonably requested by a Seller for the purposes of your shipment and you are responsible for the accuracy and timely submission of such documentation to the Seller whether this occurs through the Pay-forwarder.com Platform or otherwise. Please note that each Seller has its own general terms and conditions of sale which will apply to any Reservation you make with this Seller, and an additional amount to the amount of the Quote may be invoiced to you in certain circumstances. For example, if the seller's truck has been waiting for your shipment for hours, or if your shipment weighs more than what you have declared, you will have to pay additional charges on top of what appears in the relevant quote, as determined by the Seller's Terms of Service and Seller's Terms and Conditions. Likewise, most sellers will not accept liability for delays caused by force majeure events, including weather conditions and strikes.
Representations: If you are a seller, by using the Pay-forwarder.com services, you represent to Pay-forwarder.com and buyers that you understand how the freight services operate and that you hold all permits, licenses, knowledge and experience necessary to offer the freight services you provide. You also understand that given the nature of the business and in order to comply with applicable laws and regulations, we may from time to time ask you to provide us with data about your business or your shipments which we reasonably need for compliance and financial purposes and you agree that continued sales on the site may be conditional upon receipt of the requested data.
9. Compliance with Law.
9.1. Legal Requirements. The Parties agree to comply with, and not use the Services in violation of Legal Requirements, and each Party will be solely liable for their respective violation of Legal Requirements. Customer will use the Services in accordance and compliance with the Agreement and the written policies and procedures provided by Pay-forwarder.com from time-to-time. Customer will not use the Services in connection with any gaming business, adult or sexually oriented business, or multi-level marketing business.
9.2. Sale tax. Pay-forwarder.com acts as a payment intermediary or payment facilitator, therefore we do not declare any sales tax on behalf of the seller or the buyer. The seller or the buyer must declare and pay their sales taxes with the Florida Department of Revenue or any other competent authority.
10. Representations and Warranties.
10.1. Customer represents and warrants that:
(a) it has the corporate authority to execute the Agreement;
(b) executing the Agreement does not constitute a material conflict with, breach or default under any applicable Law, their respective
charter or bylaws, or any documents, agreements or other instruments which are binding upon the Parties;
(c) the Agreement creates valid, legal and binding obligations that are enforceable against the Parties;
(d) it has notified its customers of the transfer and assignment of the aforementioned Security Interests in the Collateral to Pay-forwarder.com or its to secure its obligations hereunder;
(e) it has notified its customers that Pay-forwarder.com or its affiliated entity holds and maintains a general and continuing Security Interest in the Collateral to secure Customer's obligations hereunder and under;
(f) its customers have agreed or otherwise consented to the transfer and assignment of said Security Interests in the Collateral to Pay-forwarder.com or its affiliated entity;
(g) it has a contract with its customers and/or maintains and publishes a tariff which;
i) provides for the assertion of the Security Interests over the Collateral;
ii) puts its Customers on notice that third parties such as Pay-forwarder.com or its affiliated entity may have Security Interests over the Collateral;
iii) provides for the right of Customer and/or such third parties to execute on such Security Interest to sell or otherwise dispose of the Collateral;
(h) it will defend the Collateral against all claims and demands of all persons and entities, and will not permit any circumstances to exist under which the Pay-forwarder.com or its affiliated entity may lose its Security Interest or priority on the Collateral;
(i) it will promptly pay all potential taxes upon the Collateral that might result in the imposition of a Security Interest upon the Collateral;
(j) it will not sell, assign, mortgage, lease, pledge, lend, transfer, allow any third party to use or otherwise dispose of the Collateral without the prior written consent and at the sole discretion of the Pay-forwarder.com;
(k) it shall allow Pay-forwarder.com or its representatives free access to and right of inspection of the Collateral at any time;
(l) all of the information supplied and statements made to Pay-forwarder.com by or on behalf of Customer relating to Customer's financial information, capacity to make payments hereunder or the Collateral are and shall be true and complete and accurate, whether supplied or made prior to, contemporaneously with or subsequent to the execution of the Agreement;
(m) that no tangible document of title can be substituted for an electronic record, and that the Customer's customers have acknowledged and agreed to same. Customer expressly agrees and acknowledges that Pay-forwarder.com shall have the right to instruct the underlying carrier(s) to release any Collateral in their possession, or the possession of their agents, to the custody of Pay-forwarder.com or its agents, and that the carrier(s) are directed to follow all such instructions by Pay-forwarder.com with respect to the disposition of any portion of the Collateral, regardless as to whether Pay-forwarder.com is in possession of the applicable bill(s) of lading.
11. Disclaimer of Warranties.
11.1. The Services are provided on an "as is" and "as available" basis, and the Customer’s use of the Sites and the Services are at the Customer’s own risk. Pay-forwarder.com makes no warranty concerning the business results that may be obtained from use of the Services nor assumes any responsibility or liability for (i) the timeliness of communications or the deletion or the failure to store payments or other data, whether or not caused directly or indirectly by Pay-forwarder.com, or (ii) any third party's unauthorized access to the Pay-forwarder.com Services account and passwords through Customer, and hereby disclaims, any and all other express and/or implied warranties, including, but not limited to, warranties of merchantability, fitness for a particular purpose and noninfringement. Pay-forwarder.com does not warrant that the Customer’s use of the Sites will be uninterrupted or error-free.
11.2. Pay-forwarder.com does not warrant or make any representation regarding the information the Customer obtain from the Site, including the capability, correctness, accuracy, or reliability of the information. The Customer expressly acknowledges that Pay-forwarder.com shall in no event be held liable for any damages, suits or claims relating to the information obtained by the Customer from the Sites, or the use by the Customer of such information. No oral or written representation or advice given by Pay-forwarder.com will be deemed to create such a warranty.
11.3. Hyperlinks. Pay-forwarder.com may provide links or other access to websites maintained by third parties, which allow a user to leave the Pay-forwarder.com Website to access third-party material or to incorporate third party material into the Pay-forwarder.com Website via "inverse" hyperlinks and framing technology (a "linked site"). Pay-forwarder.com assumes no responsibility for the availability of such third- party sites or for the content, advertising, products, or other materials on or available on a linked site and the provision of such a link shall not be construed as an endorsement, authorization, sponsorship, or affiliation with respect to such third-party site, its contents, owners or providers.
11.4. Except as specifically set forth in the Agreement, Pay-forwarder.com disclaims all warranties, express or implied, including without limitation, warranties of merchantability or fitness for a particular purpose, which relate to the Services provided under the Agreement. Further, Pay-forwarder.com does not warrant that Customer's use of the Services or any component thereof will be uninterrupted or error-free.
12. Limitation of Liability.
12.1. Limitation of Liability. Neither Pay-forwarder.com nor its directors, officers, employees, contractors, agents or sponsors are responsible or liable to the Customer or anyone else for any loss or injury or any indirect, incidental, consequential, special, exemplary, punitive or other damages under any contract, negligence, strict liability or other theory arising out of or relating in any way to (i) the use of or inability to use the Sites or the Services; (ii) any content contained on the Sites and/or the Services; (iii) statements or conduct posted or made publicly available on the Sites and/or the Services; (iv) any product or service purchased or obtained through the Sites; (v) any action taken in response to or as a result of any information available on the Sites or the Services; (vi) any damage caused by loss of access to, deletion of, failure to store, failure to back up, or alteration of any content on the Sites or the Services, or (vii) any other matter relating to the Sites and/or the Services. In no event shall Pay-forwarder.com's total liability to the Customer for any and all damages, losses, and causes of action (whether in contract, tort including, but not limited to, negligence - statutory, or otherwise) exceed the amount paid by the Customer, if any, for using any of the Services or the Sites.
12.2. Pay-forwarder.com will have no liability to the Customer or third parties in connection with the use of the Sites. In addition, the Customer acknowledges that Pay-forwarder.com does not and cannot control the flow of data to or from other portions of the internet. Actions or inactions of third parties may result in situations in which the Customer’s connection to the internet, use of software services, or information and systems may be impaired, disrupted or damaged. Although Pay-forwarder.com will use commercially reasonable efforts to take actions it deems appropriate to remedy and avoid such events, Pay-forwarder.com cannot guarantee that they will not occur. Accordingly, Pay-forwarder.com disclaims any and all liability resulting from or related to such events.
12.3. This limitation of liability does not limit in any way the amounts owed by Customer (i) in connection with Settlement for Transactions, or (ii) as a result of wilful, fraudulent or grossly negligent conduct by Customer in connection with the use of the Service.
12.4. No Consequential Damages. Pay-forwarder.com will not be liable under any theory for special, indirect, incidental, consequential (including lost profits), exemplary or punitive damages; regardless of whether such damages were foreseeable or if the parties were advised of the possibility of such damages whether arising from third party claims or direct claims by the other Party.
12.5. Limitation to Pursue Action. Neither Party may bring an action (regardless of form) for breach of the Agreement more than two (2) years after such Party first knew or should have known of such breach; provided, however, this limitation will not apply to breaches of the confidentiality requirements herein. Each Party will act to mitigate its loss.
13.1. Customer Indemnity. Customer will indemnify, defend and hold harmless Pay-forwarder.com, its directors, officers, employees, affiliates and agents against any third party claims, losses, costs, fines, penalties or damages (including court costs and reasonable attorneys' fees (collectively, "Claims") to the extent arising out of or connected with Customer's (and affiliates, employees, agents or representatives of Customer) (i) gross negligence or wilful misconduct; (ii) material breach of or any provision of the Agreement; (iii) use of the Services or any component thereof for any purpose not permitted by the Agreement; (iv) infringement of any patent, copyright, trademark, service mark, trade secret or other proprietary right of a third party; and (v) failure to comply with its obligations and representations under the Agreement.
14.1. Customer agrees that Pay-forwarder.com, in its sole discretion, may terminate Customer’s password, account (in whole or in part), or use of the Sites or Services, and remove and discard any content within the Sites, at any time and for any reason. Customer agrees that any actions taken under this Section 14.1 may be effective without prior notice to Customer.
15. Force majeure
15.1. A "Force Majeure Event" includes (i) labour disputes, strikes, riot or other civil unrest; (ii) flood, hurricane, tornado, lightning, severe weather, earthquake or other natural disaster; (iii) rationing or other shortage of materials; (iv) utility failures, electronic transmission failures or other electronic or communication failures or delays; (v) terrorism, embargo, blockade, revolution or other acts of war; (vi) any change in laws, orders, rules, regulations, ordinances or other governmental or judicial acts impairing performance, or (vii) other acts of God, all of which are beyond the Parties' reasonable control.
15.2. All delivery commitments and other obligations are suspended during Force Majeure. If the period, during which fulfilment of obligations is impossible due to Force Majeure, lasts longer than 3 months, Each party is entitled to cancel the agreement and request reimbursement, excluding bank charges and commission from Pay-forwarder.com.
16.1. Pay-forwarder.com considers the protection of personal data and data security to be very important.
16.2. Pay-forwarder.com shall process any personal data in accordance with applicable privacy and data protection Laws.
17. Confidential Information; Information Security.
17.1. "Confidential Information" means all data or information that is competitively sensitive material or not generally known to the public; including, without limitation, a Party's data or information whether or not marked confidential or proprietary, customer lists, technology, inventions, systems, operations, facilities, products, services, discoveries, ideas, concepts, research, development, processes, operating procedures, marketing, business and development plans, pricing, policies and financial information. Confidential Information does not include information which: (i) is or becomes part of the public domain; (ii) was already known to the receiving Party prior to its disclosure; (iii) is lawfully obtained from a third party without obligations of confidentiality; (iv) is independently developed by the receiving Party; or (v) is otherwise excluded under the terms of the Agreement.
18.1. Disclosure and Use Restrictions. Neither Party will disclose, reproduce, transfer nor use the other Party's Confidential Information except (i) as necessary in connection with providing or using the Services; (ii) as specifically allowed under the Agreement; or (iii) to the extent necessary to comply with Legal Requirements or a valid court order, provided the disclosing Party must use reasonable efforts to notify the other Party prior to disclosure (unless such notification is prohibited by Legal Requirements or a valid court order) so the other Party may seek a protective order or otherwise prevent or limit disclosure of its Confidential Information. Each Party's employees, affiliates, agents, advisors or subcontractors with access to the other's Confidential Information will comply with the confidentiality provisions of the Agreement; and each Party will be responsible for the performance of its employees, affiliates, agents, advisors or subcontractors with respect to the foregoing requirement.
Each Party will take such steps to prevent disclosure of the other Party's Confidential Information as it would take to prevent disclosure of its own; including, at a minimum, commercially reasonable steps.
18.2. Information Security. Each Party agrees to employ appropriate safeguards to protect Confidential Information residing on their respective technology systems or under their control, including through their use of third-party vendors or subcontractors, if any, in connection with the Services. Each Party will maintain commercially reasonable information security practices designed to prevent unauthorized or unlawful access to, use, disclosure or alteration of Confidential Information (collectively, a "Security Incident"). In the event of a Security Incidentinvolving the other Party's Confidential Information, the affected Party will promptly (a) assess the nature and scope of the Security Incident; (b) identify the Confidential Information involved, if any; (c) take appropriate steps to contain, control and stop the Security Incident; and (d), in the event Confidential Information was compromised, promptly notify the other Party of the Security Incident, subject to any request by law enforcement or other government agency to withhold such notice pending the completion of an investigation. Pay-forwarder.com is not responsible for and does not control third party telecommunication lines used to provide the Services; and will not be responsible for the security of any transmissions using these lines.
18.3. Ownership. This Agreement does not provide either Party with any right, title or interest in or to the Confidential Information of the other Party. Each Party will return or destroy (and certify the destruction of) the other Party's Confidential Information at the request of the other Party.
19. Intellectual Property.
19.1. Use of Marks and Publicity. Neither Party will use any trademark, service mark, trade name nor other proprietary designation (collectively, "Marks") owned, licensed or registered by the other Party without prior written consent; provided, however, Pay-forwarder.com may use Customer's Marks in publicity indicating that Customer and Pay-forwarder.com have entered into a business relationship, as well as customer lists or other advertising identifying the customers of Pay-forwarder.com. Neither Party will use or reference the other's Marks in any manner that disparages or portrays the other in a negative light. Neither Party may alter modify, or change the other's Marks in any way. A breach of the terms of the Agreement related to the use of a Party's Marks will cause irreparable harm such that the non-breaching Party will not have an adequate remedy at law and, in addition to any other rights or remedies available at law or in equity, will be entitled to seek injunctive relief against the breaching Party (without posting a bond or other security).
20. Verification; Audit and Inspection.
20.1. Examinations. To the extent permitted by law, Pay-forwarder.com and Customer will cooperate with each other in providing information or records in connection with examinations, requests, or proceedings of regulatory or law enforcement authorities.
21. Choice of forum and applicable law.
21.1. If the Customer’s corporate seat, registered office, place of central administration or principal place of business is in the territory of United States, any disputes arising out of or in connection with the Terms shall be submitted to the exclusive jurisdiction of the competent court of Florida, United States.
21.2. If Section 21.1 does not apply, any disputes arising out of or in connection with the Terms shall be referred to and finally determined by arbitration in accordance with the Arbitration Rules of the Florida USA Arbitration Institute. The arbitral tribunal shall consist of a sole arbitrator. The place of arbitration shall be Florida, USA. The language to be used in the arbitral proceedings shall be English. The dispute, controversy or claim shall be decided in accordance with the laws of the Florida USA. This clause is without prejudice to Pay-forwarder.com right to apply for injunctive relief in summary proceedings before the competent court of Florida, USA or any other court of jurisdiction.
21.3. The Terms and any dispute or claim arising out of or in connection with it shall be governed by the laws of the Florida, United States.
21.4. In the event of a dispute between or among the Parties with respect to this Terms, the successful Party shall be entitled to recover all legal fees and costs, whether incurred during pre-litigation, trial, on appeal, in bankruptcy proceedings or other legal proceedings, except to the extent that such fees are not reasonably incurred.
22.1. Severability. In the event that any provision of the Terms and Conditions is determined to be void, voidable or unenforceable, this shall not affect the remainder of Terms and Conditions, which shall continue to apply in full force and effect. The Parties will substitute a valid provision approximating the intent and economic effect of any invalidated provision.
22.2. Subcontractors. Pay-forwarder.com may subcontract all or any portion of the Services, provided, however, that Pay-forwarder.com will remain responsible for the performance of the Services provided through any subcontractors thus engaged.
22.3. Notices. Unless otherwise agreed, all communications between the Parties concerning the Agreement and its implementation must be in writing, which includes e-mail. All notices or other communications will be effective upon receipt. Any notice to Pay-forwarder.com shall be sent to the following email address email@example.com, or such other email address as designated by Pay-forwarder.com in writing. Any notice to the Customer shall be sent to the person and email address listed on the Registration Application, or such other email address as designated by the Customer in writing.
22.4. The failure of either Party to enforce any rights under this Agreement or to take action against the other Party in the event of a breach will not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
22.5. The Terms and Conditions may only be amended or deviated from by written agreement between the Parties, except the right of Pay-forwarder.com as provided under Section 1.2.