شركة شفت العربية لتقنية نظم المعلومات

اتفــــاقيــــة

مقــــــدم الخـــــدمـــــة

تـــــريــــلا

المحتويات

الشروط والأحكام        3

التمهيد        3

التعريفات        3

المســــؤول عن أعمـــــال الشــــحن  ((شــــركة الشــــحن)):        3

المســــــــؤول عن أعمــــــال النقــــل  ((الناقــــل))        4

الســــائق        4

المستخدم        4

العـــــلاقة التعـــاقــديــــة        4

الخــــدمات        5

طلــــب الشـــــحن        5

بوليصة الشحن وإثباتات التسليم        6

إتمام عملية الشحنة        6

التواصل        6

الدخول إلى الخدمات        7

حساب المستخدم        7

رسوم حساب المستخدم        7

متطلبات المستخدم وسلوكه والقيوده المطبقة        7

المحتوى المقدم من المستخدم        8

خدمات ومحتوى الطرف الثالث        9

بيانات تحديد الموقع الجغرافي والتتبع        9

بيانات مجهولة المصدر        9

الإفصاح عن المعلومات        10

الوصول إلى الشبكة والأجهزة        10

تعديل الخدمات        10

التزامات مسؤولي الشحن والإقرارات والضمانات        10

التزامات مسؤولي الشحن        10

التأكيدات والضمانات        13

اختيار الناقل        13

إجراءات الدفع        13

خيارات الدفـــــع        14

تنفيذ عملية الدفع        14

رسوم الإلغاء        15

تغيير الأسعار        15

كــــود/ رمز  تخفيض        16

التزامات الشاحن، الاقرارات والضمانات        16

التراخيص        20

الملكية        20

موقع إلكتروني        21

التطبيقات        21

القيــــود        21

التأمين        21

الضرائب        22

حفظ السجلات        22

الحق في تعليق أو إنهاء المستخدمين        22

عدم تفويض الغير        22

إعفـــــاء تريلا من الأضرار        22

التعويض        22

تعويض تريلا TRELLA        22

تعويض الشاحن        23

تعويض الناقل        23

الامتثال القانوني        23

إقــــــرار السائق        23

دقة المعلومات        23

مدة الاتفاقية        23

التغييرات على الاتفاقية        24

النشر        24

الحماية والأمن        24

القانون الحاكم وتسوية المنازعات        25

الاتفاقية الكاملة        25

الاستقلالية        25

التكليف / التنازل        25

الإشعارات        25

إخلاء مسؤولية        26

تحديد المسؤولية        27

……………

Service Provider Agreement

Terms and Conditions

Last Updated: [18/04/2022]

This Agreement, the Trella Service Provider Agreement (“Terms and Conditions”), and all policies posted on our Trella.app domain and the Trella mobile application (the “App”), describe the terms and conditions by which Trella offers you, a registered user, (also referred to as “you”, “your”, “User”, “Carrier” or “Shipper”) access to and use of the online marketplace services (hereinafter referred to as “Services”) made available to you by Trella.

Note these Terms and Conditions shall only be in effect in case you haven’t signed a service agreement. If you have signed a service agreement the terms of the service agreement, to the extent such service agreements conflicts with these Terms and Conditions, shall supersede these Terms and Conditions.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. YOUR ACCESS AND USE OF THE SERVICES CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, WHICH ESTABLISHES A CONTRACTUAL RELATIONSHIP BETWEEN YOU AND TRELLA.

IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT SELECT ACCEPT AND YOU WILL NOT ACCESS OR USE THE SERVICES (AS SET FORTH BELOW). TRELLA MAY IMMEDIATELY TERMINATE THIS AGREEMENT OR ANY SERVICES WITH RESPECT TO YOU, OR GENERALLY CEASE OFFERING OR DENYING YOUR ACCESS TO THE SERVICES OR ANY PORTION THEREOF, AT ANY TIME FOR ANY REASON.

Preamble

WHEREAS, 1st Party- Shyft Arabian Company for Information and Technology__________________ (also referred to as “us” “our”, “Trella”), by its registered trademark “Trella” is in the business of providing logistics services to Shippers via the App through the use of their registered Carriers; and

WHEREAS, the 2nd Party- “Carrier” accepted & agreed to provide logistics services from time to time to Trella’s registered Shippers requested and booked via the App.

NOW, THEREFORE, the Parties hereby agree on the following Terms and Conditions:

Definitions

Shipper

A Shipper is a duly registered entity that arranges to have cargo shipped on their behalf by way of land transport.

The Shipper warrants that he owns, possesses, or otherwise has rights to transport cargo you seek to ship by using the Services.

Carrier

A Carrier is a duly registered entity that provides cargo transportation and shipping services, and holds the necessary licenses to carry out its activity in accordance with applicable laws and regulations.

A Carrier who accesses or uses the Services is an independent contractor and remains solely responsible for screening, selecting, hiring, training, supervising, managing, assigning, and dispatching its Drivers (as defined below); as well as for the inspection and maintenance of its motor vehicle equipment.

A Carrier is solely responsible for its own actions, omissions, training, oversight, compliance with regulatory and safety requirements, and all management of Carrier’s equipment, services, drivers, employees, contractors, agents and servants.

A Carrier maintains sole control over the methods and results by which it performs cargo transportation services, and retains the sole duty to provide, maintain, manage and control the equipment, , and expertise required to transport your cargo. Trella is not an agent of any Carrier, and no Carrier is an agent of Trella nor a partnership nor subordination relationship or otherwise.

TRELLA IS NOT A CARRIER. NO INTERPRETATION OF WRITTEN OR ORAL REMARKS IN ANY AGREEMENT OR DOCUMENT SHALL BE CONSTRUED AS TO IMPLY THAT TRELLA IS A CARRIER, OR THAT TRELLA IS SUBJECT TO THE REGULATORY OR LEGAL REQUIREMENTS OR LIABILITIES OF A CARRIER. TRELLA HAS NO RESPONSIBILITY OR LIABILITY FOR ANY TRANSPORTATION OR CARRIER SERVICES PROVIDED TO ANY SHIPPER OR ANY OTHER PARTY USING THE SERVICES.

Driver

A Driver is an employee or agent of the Carrier contracted by the Carrier to perform the cargo transportation service requested by the Shipper.

The Carrier shall be held vicariously liable for the actions of the Driver.

User

A User is an entity which accesses and uses the Services, and may be a Shipper or a Carrier.

Contractual Relationship

This Agreement shall come into force from the Effective Date of creating user account and subject to successful registration with Trella and shall be considered for each of the Services ordered by Shippers & accepted by Carriers unless terminated by Trella by deactivating the user account and subject to clearance of all obligations, liabilities, damages, claims debts created by the Carrier or Trella, as the case may be, during performance of the Services.

Our collection and use of information in connection with the Services are provided under Trella’s Privacy Policy located at the Privacy Policy section and you consent by way these Terms and Conditions that you have read, understood and agree to the applicability and reasonableness of our Privacy Policy.

The Services

Trella provides its Services through an online marketplace service i.e. the App that enables the interaction between Shippers and Carriers, in order to arrange and schedule shipping and/or cargo transportation services, in the Kingdom of Saudi Arabia, and other similar jurisdictions where Trella conducts its operations and is validly existing either on its own accord or through an affiliate or wholly owned subsidiary. Shippers can submit a request for the transportation of cargo, and at their sole discretion, Carriers can accept such requests and assign Drivers to perform the activities of the relevant Shipment, and Shippers, Carriers, and Drivers can track such requests through the Shipment tracking service provided on the App.

You understand and agree that Trella does not provide actual transportation services or act in any way as a Carrier nor is it in any partnership or agency or subordination relationship with the Carrier. It is the Carrier’s obligation, as a third-party service provider by virtue of an agreement with Trella or these Terms and Conditions, to provide shipping and/or cargo transportation services, which may be arranged and scheduled through the use of the Services. Trella has no responsibility for any shipping and/or cargo transportation services rendered to a Shipper by any Carrier, nor does it assume responsibility towards a Carrier for any illegal or hazardous cargo of a Shipper. Trella’s sole obligation is to act as a broker and facilitator between the Shipper and the Carrier.

Trella does not take possession, custody or control of any cargo. Trella does not assume any liability, possessory rights or obligations, and assumes no financial responsibility whatsoever, for cargo, including loss, theft, damage or delayed delivery thereof.

YOU ACKNOWLEDGE THAT TRELLA IS NOT A CARRIER AND DOES NOT PROVIDE SHIPPING AND/OR CARGO TRANSPORTATION SERVICES OR FUNCTION AS A CARRIER AND THAT ALL SUCH TRANSPORTATION SERVICES ARE PROVIDED BY INDEPENDENT THIRD PARTY CONTRACTORS I.E. CARRIERS WHO ARE NOT EMPLOYED BY TRELLA OR ANY OF ITS AFFILIATES OR SUBSIDIARIES.

Please note Trella will NOT deal or provide any services or cargos to any of OFAC (Office of Foreign Assets Control) sanctions countries in accordance with the applicable laws in force at the time including but not limited to the laws of KSA and other jurisdictions where Trella operates through an affiliate or a wholly owned subsidiary.

Shipment Request

Trella provides its Services via the App and the Web Portal (both hereinafter collectively referred to as “App”). Shippers may use the App to submit requests to arrange and schedule transportation of cargo, a service which will be rendered by the Carrier and an assigned Driver(s)(“Shipment”).

Trella is a neutral marketplace that allows Shippers and Carriers to interact and enter into agreements for the provision of the cargo transportation services. Trella is not responsible for any Shipment terms entered into between you and any Carrier.

Once Trella accepts a Shipment for posting, the Shipment’s details will be posted to the Services. You may cancel a Shipment at any time prior to a Carrier accepting it. A Carrier may view a list of Shipments available to it at any time and accept a Shipment through the Services.

Once a Carrier accepts a Shipment, Trella will notify you that the Shipment has been accepted and has been matched with a Carrier. Accordingly, the Carrier will be assigned to perform the relevant transportation services in connection with the Shipment. As a result, the contact information of the Users involved in the subject-matter Shipment will be made available to all Users engaged in the provision of the services related to the Shipment.

For the provision of Services, Shippers must provide the following information as part of submitting a Shipment request:

The initial address of the cargo constituting the Shipment and the destination address of the cargo constituting the Shipment;

The requested dates for pickup and drop-off of the cargo constituting the Shipment;

A description of the cargo being transported as part of the Shipment (nature of the commodity, dimensions, characteristics, etc.);

Any specific equipment or requirements (handling specifications, motor vehicle features, etc.); and

Any other information necessary for the safe and adequate transportation of the cargo.

Trella does not endorse, recommend, or refer to any specific Carrier, nor does Trella have any control or influence over actions or decisions made by Users using the Services. Trella’s Users make their own decisions and you acknowledge and agree that we are not in any way arranging transportation or shipping or logistics services on your behalf. Since we are not involved in the actual transaction between Shippers and Carriers, we have no control over the accuracy of listings or the ability of Carriers to transport items. We cannot ensure that the Carrier will actually complete a Shipment. We cannot and do not guarantee the ability of Users to complete or fulfil any services requested through Trella’s platform.

You acknowledge and agree that any and all communications, correspondences, verbal or written or by electronic means, or any warranties or representations made with regard to the arrangement of transportation services are not provided by us and are specifically and solely between you and the Carrier.

Bill of Lading and Proofs of Delivery

Trella will generate the Bill of Lading in connection with the Shipment in accordance with the Shipment information submitted by the Shipper, as set forth above. Carriers whose services are engaged by Trella are instructed to issue proof of delivery to their Shippers, and to provide copies of such proof to Trella. However, it is the Shipper’s responsibility to obtain the proof of delivery from the Carrier.

Shippers and Carriers are instructed not to name Trella as either a shipper or a carrier on any document thereto. Shippers should not obtain any invoices from the Carrier nor should they directly settle a Carrier’s invoice. All payments must be made in accordance with the Payment section below.

Completion of the Shipment

Upon completion of a Shipment, the Carrier is instructed to notify the Shipper via the App and provide a proof of delivery signed by the authorized recipient.

Communication

By creating a User Account (as defined below), you agree that the Services may call you or send you text messages as part of the normal course of business.

In case of a Shipper, you agree that your contact information will be made available to the Carrier and Driver of the relevant Shipment within the scope of provision of Services and in order to carry out the cargo transportation services. You will also be provided with the relevant Carrier and Driver contact information for the provision of said services.

In case of a Carrier, you agree that your and the Driver(s) contact information will be made available to the Shipper of the relevant Shipment within the scope of provision of Services and to enable you to carry out the cargo transportation services. You will also be provided with the relevant Shipper contact information for the provision of said services.

3. Accessing the Services

User Account

In order to access and use Trella’s Services, you must register for and maintain an active user Services account (“User Account”). You agree that your legal representative managing the User Account on your behalf, must be at least 21 years of age, to obtain a User Account.

User Account registration requires you to submit to Trella certain information for the purposes of registration and for the purposes of filling the Bill of Lading, including, but not limited to, the Shipper entity’s name, address,  registration number, tax registration number, telephone number, the legal representative’s mobile number, as well as at least one valid and preferred payment method.

You agree to maintain complete, accurate, and valid information in your User Account. Your failure to maintain complete, accurate, and valid User Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services or may result in Trella’s termination of these Terms and Conditions and its relationship with you. You are responsible for maintaining the confidentiality of your User Account login credentials and are fully responsible for all activities that occur under your User Account. You agree to immediately notify Trella of any unauthorized use, or suspected unauthorized use of your User Account or any other breach of security. Trella is not liable for any loss or damage arising from your failure to comply with the above requirements. [Unless otherwise permitted by Trella in writing, the Shipper entity may only possess one User Account.]

You may cancel your User Account at any time, for any reason, provided that there are no outstanding Charges on you, by contacting Trella or following the instructions indicated on the Services.

User Account Fees

There are no registration or subscription fees associated with registering with Trella to access and use the Services.

User Requirements, Conduct and Restrictions

You may not authorize third parties to access or use your User Account. You may not assign or otherwise transfer your User Account to any other entity. You agree to comply with all applicable laws and regulations when using the Services, and you may only use the Services for lawful purposes.

You agree that you will not, in your use of the Services, cause inconvenience, or property damage, whether to the Carrier or the Shipper, as the case may be, or any other party. In certain instances, you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.

You agree not to use the Services to: (i) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) harvest, collect, gather or assemble information or data regarding other Users, including email addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Service or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Services, other computer systems or networks connected to or used together with the Service, through password mining or other means; (vi) harass or interfere with another User’s use of the Services; or (vii) introduce software or automated agents or scripts to the Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Services.

User Provided Content

Trella may, in Trella’s sole discretion, allow you from time to time to submit, upload, publish or otherwise make available to Trella through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to Trella, you grant Trella a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution means presently known or hereafter devised, without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Trella the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor Trella’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree not to provide User Content that is defamatory, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Trella in its sole discretion, whether or not such material may be protected by law.

Trella may, but shall not be obligated to, review, monitor, or remove User Content, at Trella’s sole discretion and at any time and for any reason, without notice to you.

You Agree that Trella reserves the right to review any User Content, investigate, and /or take appropriate actions and measures against you in its sole discretion, including removing or modifying User Content, suspending your User Account or terminating the terms and conditions of this Agreement with you, and/or reporting you to law enforcement authorities.

Third Party Services and Content

You agree that Trella’s platform implements Google Maps mapping services, including Google Maps API(s). Your use of Google Maps is subject to Google Inc’s terms of service.

You agree that Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited and/or their applicable international subsidiaries and affiliates will be third-party beneficiaries to this Agreement if you access the Services using App developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively. These third-party beneficiaries are not parties to this Agreement and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third-party beneficiary’s terms of service.

Geolocation and Tracking Data

Within the scope of the provision of Services, Trella provides to its Users tracking services to enable Shippers to track Shipments.

Geolocation data provided by the Services is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage, or other loss. Neither Trella, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data displayed by the Services, whether provided by Trella, third party content providers, or Users.

Geolocational data that you upload, provide, or post on the Services may be accessible to certain Users of the Services. You assume any and all risk of providing such data to other Users of the Services.

Anonymous Data

Trella may create anonymous data records (“Anonymous Data”) from your User Content by using commercially reasonable efforts to exclude any and all information (such as entity name) that makes the data identifiable to you. Trella may use and disclose Anonymous Data for any purpose, including improving the Service.

Disclosure

Trella may share your User Content (a) with third party service providers; (b) if another company acquires Trella; and/or (c) to comply with relevant laws and regulations, or assist in preventing any violation or potential violation of the law or this Agreement (d) to a claims processor or an insurer if there is a complaint, dispute, conflict, which may include an accident involving you and the Carrier.

Please consult Trella’s Privacy Policy for further information thereto.

Network Access and Devices

You are responsible for obtaining the data network access necessary to access and use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device and you shall be responsible for such rates and fees. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and the App and any updates thereto. Trella does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

Amending the Services

You agree that Trella reserves the right, at any time, to modify, suspend, or discontinue the Services or any part thereof with or without notice.

You agree that Trella will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof.

4.          Shipper’s Obligations, Representations and Warranties

Shipper’s Obligations

Cargo Description and Disclosures

You shall disclose to Trella any and all information reasonably necessary for Trella to arrange and facilitate cargo transportation services with the Carrier, in accordance with applicable laws, regulations and industry standards. You shall also be responsible and liable for providing accurate description of the cargo constituting the Shipment, including, without limitation, the nature of the commodity, dimensions, characteristics, and any special handling or transportation requirements as set forth above as part of the Shipment request.

Delivery of documentation

The Shipper shall provide any and all information and/or documentation reasonably necessary for Trella to arrange the provision of the cargo transportation service, pursuant to which Trella shall generate Bill of Lading. The aforementioned documents shall also include any and all measures that the Carrier is required to undertake prior to the delivery of the Shipment to the destination address. The Shipper shall also ensure to inform the Carrier, where relevant, of any special instructions in connection with the Shipment, such as handling specifications, motor vehicle features, and stowing conditions. Otherwise, the Shipper shall be held liable for all damages arising from the absence, insufficiency, inaccuracy, omission or irregularity of these documents and information, except in cases where the Carrier is found to be held liable.

Delivery of Cargo

The Shipper shall deliver the cargo constituting the Shipment to the Carrier at the specified time and at the specified location, as per the Bill of Lading.

Packaging and Identifying the cargo constituting the Shipment:

The Shipper shall be responsible for the correct packaging of the cargo constituting the Shipment. The cargo should be delivered to the Carrier, aptly packaged and wrapped, for the provision of the transportation service under normal circumstances, in a manner that it does not constitute any danger to the Carrier, its personnel, or to third parties. The cargo that constitutes each Shipment should be clearly identified using the corresponding signs, in a manner that coincides with the description in the Bill of Lading. The Shipper shall be held liable for any damage or harm caused to individuals and/or transportation equipment, as well as for the expenses incurred due to the Shipper’s non-compliance with the aforementioned packaging obligations.

Cargo Securement

The Shipper shall bear the maximum responsibility allowed by law to review and accept or decline the Carrier’s motor vehicle for cleanliness, odour, leaks, or other conditions that may be deemed unacceptable by the Shipper. If a motor vehicle or any transportation equipment is deemed unacceptable by the Shipper, it is your responsibility to refuse loading the motor vehicle. In such event, you may notify Trella immediately and request alternative arrangements. You should ensure, in coordination with the Carrier, that adequate blocking and bracing is made available for the safe stowage of cargo.

You acknowledge that Trella will never be in possession of any cargo being transported in connection with use of the Services, and that Trella will not be responsible or have any role in securing cargo for transportation.

Loading, Unloading, Stowing and Stevedoring

The Shipper shall carry out the activity of loading the cargo constituting the Shipment into the Carrier’s motor vehicle. Accordingly, the Shipper shall be held liable for any damages caused during the loading and stowing of the cargo. The Carrier shall not be held liable for the unloading and stevedoring of the cargo at the Shipment’s destination address, except as otherwise stated explicitly in the Bill of Lading that the unloading shall be carried out by the Carrier or a designated individual and/or entity other than the Shipment’s authorized recipient, in which case, the Carrier or such designated individual and/or entity shall be held liable for the unloading process.

Shipping Documents

The Shipper shall not insert “Trella” on any receipt, manifest, or other shipping document, or any agreement entered into between you and the Carrier. In the event you do so, such insertion shall be deemed to be for your convenience, or due to your oversight, and shall not operate to alter Trella’s status as a neutral intermediary marketplace, or the Carrier’s status as the responsible Carrier. The provisions set forth in any shipping document used by a Carrier or you shall not supersede, alter, or modify any term of this Agreement or place any liability or responsibility on Trella.

Shipment Acceptance

The Shipper shall guarantee the acceptance of the Shipment by communicating and corresponding with the authorized recipient. In the event a Shipment is not duly completed, due to the unavailability of the recipient at the destination address indicated in the Bill of Lading, or due to the authorized recipient’s failure to attend to the cargo constituting the Shipment in accordance with the specifications of the Bill of Lading and/or this Agreement, or due to the failure of the authorized recipient to sign the Bill of Lading, or due to the authorized recipient’s inability to provide the technical or human assistance as required for unloading and handling the cargo, the Shipper shall be held liable for any and all expenses and damages associated with failure to accept Shipment that may be caused to the Carrier.

Under no circumstances shall Trella offer storage and/or deposit services for the cargo constituting the Shipment. In the events prescribed in this sub clause above, through no fault attributable to Trella and/or the Carrier, the cargo constituting the Shipment shall remain in the custody of the Carrier.

In the event the Shipment cannot be duly completed due to justified causes, the Shipper shall authorize Trella to adopt an alternative arrangement to be implemented by the Carrier, and Trella shall remain excluded from any liability that may ensue due to the adoption of such alternative arrangements. The Shipper shall be held liable for any and all costs, including those derived from the potential loss of and/or damage of the cargo, as well as any expenses and damages that may result from and/or are associated with adopting an alternative arrangement.

Non-Solicitation

During the term of this Agreement, and for a period of [one (1)] year from its termination, you shall neither initiate nor accept any direct or indirect business relationship with any Carrier to which you are first introduced to through the Services, or in connection with the use of the Services. Your obligation in this regard extends to instances where the Carrier contacts you and seeks to establish a business relationship that does not include Trella.

[If you request a shipment or otherwise initiate any direct or indirect business relationship with any Carrier that was first introduced to you by Trella in violation of this Agreement, you shall be jointly and severally liable with the Carrier to Trella, for each such violation in an amount equal to 15 percent (*%) of all revenues invoiced by said Carrier to you, and for any and legal consequences that may arise as a consequence of the aforesaid violation of this Agreement]

Claims for Loss and Damages

We recommend you consult with a qualified attorney regarding any action you might wish to pursue against a Carrier based on lost, damaged, delayed or destroyed cargo.

Should you wish Trella’s assistance in any claim for lost, damaged, delayed or destroyed cargo, you should notify Trella by virtue of a written notice of a cargo claim against a Carrier. Trella may facilitate the processing of cargo claims; PROVIDED, however, you understand and agree that, notwithstanding Trella’s assistance with any cargo claim, Trella is and shall not be liable for any cargo loss, howsoever arising.

Representations and Warranties

You hereby represent and warrant as follows:

You will use the Services to request the transportation of cargo on your own account and at your own risk through the Carrier;

You will not use the Services to ship illegal or hazardous materials;

You are the legally titleholder of the shipped cargo, or have the necessary rights to request the shipment of said cargo and that the real content of the Shipment coincides with that the declared in the Bill of Lading;

You agree that Trella will not be liable for loss, damage, theft, destruction, or delayed delivery of any cargo;

You are solely responsible for obtaining any first-party insurance to cover any anticipated losses of cargo; and

Your requested pick-up and delivery dates and hours will not require a Carrier to violate hours of service regulations under applicable law.

Carrier Selection

Trella evaluates Carriers prior to their engagement by Trella. Trella continues to evaluate Carriers at certain intervals pursuant to Trella’s [internal risk management and Carrier selection policies], which may be amended from time to time with or without notice to Carriers or Shippers. Without prejudice to the above, Trella is not responsible in any way for the acts and/or omissions of Carriers or their Drivers.

Trella provides Shippers and Carriers with a feedback mechanism, as a means for Shippers and Carriers to rate and review each other and to have those ratings made available to other Users. We do not express any opinion, nor does Trella make any assurances regarding, the truth or accuracy of any User reviews or ratings. Trella does not regularly monitor or remove reviews or ratings, or any portion thereof, unless they contain content we deem inappropriate.

Payment

You understand that use of the Services will result in charges applying to you for the Services provided to you by Trella and the services rendered to you by Carriers (“Charges”). After you have received cargo transportation services facilitated by Trella through your use of the Services, Trella will facilitate your payment of the applicable Charges on behalf of the Carrier. Payment of the Charges in such manner shall be deemed the same as payment made directly by you to the Carrier. Charges will be inclusive of applicable taxes where required by law, including, but not limited to, the Value Added Tax. This payment structure is intended to fully compensate the Carrier for the cargo transportation services rendered as well as Trella’s Services.

All Charges are due after the completion of the Shipment and payment will be facilitated by Trella using the preferred payment method designated in your User Account, after which Trella will send you an invoice by [email and to your registered address]. However, you are required to provide Trella with details of a valid Credit Card, and Trella has the right to withdraw the Charges at any time after a request for Shipment has been made. In the event the Shipment is not matched with a Carrier or the matched Carrier fails to deliver the Shipment, Trella shall refund the Charges to the Credit Card, subject to applicable deductions, if any. The Charges may be revised upon the issuance of a Final Invoice (as defined hereunder), by Trella.        

You agree that Trella reserves the right to remove and/or revise Charges for any or all services rendered through the use of the Services, at any time in Trella’s sole discretion.

Trella may, from time to time, provide certain Users with promotional offers and discounts that may result in different amounts charged for the same or similar services obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you, and shall not constitute an acquired or vested right.

You may elect to cancel your request for services from a Carrier at any time prior to such Carrier’s performance of the Services, otherwise you may be charged a cancellation fee.

Payment Option

Shippers are provided two payment means to settle Charges, as follows:

Credit Card; and

Bank Wire Transfer.

Processing Payment

Upon completion of a Shipment, you will pay Trella the Charges quoted to you in the final invoice issued to you by Trella (“Final Invoice”). The Final Invoice shall consist of:

The charges associated with the Shipment, as agreed upon between you and the Carrier, provided that you and/or the Carrier submit the invoice thereof (the “Initial Charges”);

Toll charges, surcharges, plus any additional expenses or charges the Carrier may incur related to the Shipment (“Additional Charges”); and

Trella Services Charges (“Trella Charges”).

[The Final Invoice may also be subject to a listing fee. Trella may also collect a listing fee in order to list a Shipment. Such listing fee, if any, will be displayed to Shipper before listing any shipment and will be settled by the Shipper as part of the Final Invoice.]

Additional Charges may include, but are not limited to, detention time and/or overnight storage due to the authorized recipient’s unavailability or inability to receive the Shipment from Carrier, any differences between costs associated with the actual Shipment and the description of the Shipment provided on the Services. Carriers engaged by Trella are generally required to provide advance notice of ancillary services for which they intend to charge additional fees, such as lumper charges, special equipment required for blocking, bracing, marking or securement, “truck ordered not used fees”, extra stop charges and driver assist charges. However, advance notice is not always foreseeably possible or practical, and Trella may not be able to receive and communicate to you Carrier requests for approval of Additional Charges before the services are rendered. In that event, you agree to pay the Charges of any additional and/or ancillary services which Trella deems to be reasonable and necessary.

Upon settlement and full payment of Charges quoted in the Final Invoice, Trella shall issue a receipt of such payment and shall send it to you [via e-mail and/or at your registered address] to be signed by a duly authorized representative acknowledging payment of Charges associated with the Services, and a copy of such shall be provided to Trella. Such receipt will also be displayed on the App. This constitutes as your receipt, and you should save it for your records.

You warrant that you have the right to use any credit card(s), or other payment means provided to Trella and used to initiate payment of any Charges. All information you provide to Trella’s third-party payment processor or to Trella must be accurate, valid and complete. You agree to immediately notify Trella of any change in your billing address or the credit card or bank account used for payment hereunder.

You agree not to circumvent payments for scheduled or completed Shipments in any way. All payments shall be in made the national currency of the jurisdiction where Trella operates, for example in the Kingdom of Saudi Arabia all payments shall be made in SAR, in the Islamic Republic of Pakistan, all payments shall be made in PKR. In the event Trella is unable to collect all Charges from you due to insufficient funds, you shall be liable for all costs and expenses incurred by Trella in connection with collection of the Charges, including costs and expenses of a third-party collection agency and legal fees, in such an instance, you also authorize Trella to make use of any credit or debit card provided by you to make good such insufficient funds.  

All Charges paid by you are final and non-refundable, except as otherwise provided for in these Terms and Conditions.

Upon payment of the Final Invoice, Trella shall, in such mode and manner as Trella deems fit, make payment of all Charges minus the Trella Charges so paid under the Final Invoice to the Carrier (“Carrier Charges”) within ___ days of receipt of such monies by Trella. Such payment of Charges shall be made without the express need for the Carrier to issue a separate invoice to Trella.

Notwithstanding anything contained in this Clause, the computation of Carrier Charges for the purposes of this Clause 3 shall be after due deduction of applicable federal and provincial taxes.  

Cancellation Fee

Cancellations may be requested by either party prior to services being rendered.

Shipment cancellation by Shipper is valid if it occurs 8 hours before the Carrier’s Driver is dispatched to perform the cargo transportation service, otherwise, you may be charged a cancellation fee.

Upon cancellation of Shipment request, the Shipment request may either be re-Iisted or deleted.

In the event a cancellation fee applies, Trella will notify you that such fee applies, and will invoice you accordingly.

Pricing Variation

You understand and agree that Trella may vary and change pricing for the Services, from time to time at its sole discretion, by updating the App accordingly and without notice to Users.

You understand and agree that Charges quoted to you for a specific Shipment may be increased or decreased at any time without notice, unless and until you submit a Shipment request; and that any accepted or quoted Charges shall not apply to any future Shipments you might seek to arrange via Trella, as the costs of services evolve over time and are subject to changing market conditions.

Promotional Code

Trella may, in Trella’s sole discretion, create promotional codes that may be redeemed for User Account credit, or other features or benefits related to the Services and/or a Carrier’s services, subject to any additional terms that Trella establishes on a per promotional code basis (“Promo Codes”). You agree that Promo Codes: (i) must be used for the intended purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Trella; (iii) may be disabled by Trella at any time for any reason without placing any liability on Trella; (iv) may only be used pursuant to the specific terms that Trella establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. Trella reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Trella determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms and Conditions.

Carriers Obligations, Representations and Warranties

Shippers Obligations

Conflict of Interest

The Carrier shall exercise reasonable care and diligence to prevent any actions or conditions which could result in a conflict with Trella or the Shipper’s best interests. This obligation shall apply to the activities of the Drivers of the Carrier in their relations with Trella and the Shippers, their employees, their families, sub – contractors and third parties arising from this Agreement and accomplishing Services hereunder.

The Carrier’s efforts shall include, but not limited to, establishing precautions to prevent its employees or agents and Drivers from making, receiving, providing, or offering substantial gifts, entertainment, payments, loans, or other considerations for the purpose of influencing individuals to act contrary to Trella and the Shipper’s best interest.

Non-Solicitation

During the term of this Agreement, and for a period of [one (1)] year from its termination, you shall neither initiate nor accept any direct or indirect business relationship with any Shipper to which you are first introduced to through the Services, or in connection with the use of the Services. Your obligation in this regard extends to instances where the Shipper contacts you and seeks to establish a business relationship that does not include Trella.

[If you request a shipment or otherwise initiate any direct or indirect business relationship with any Shipper that was first introduced to you by Trella in violation of this Agreement, you shall be jointly and severally liable with the Shipper to Trella, for each such violation in an amount equal to 15 percent (*%) of all revenues invoiced by said Shipper to you, and for any and legal consequences that may arise as a consequence of the aforesaid violation of this Agreement and these Terms and Conditions]

Supervision

The Carrier shall at his sole cost and expenses, employ such Driver as may be required to fulfil its contractual obligations under this Agreement and these Terms and Conditions, and the Carrier shall be solely and exclusively responsible and liable to ensure that the Drivers employed for provision of Services under this Agreement possess requisite qualifications skills, knowledge, training, valid driving licenses and permits and the requisite expertise to perform the Services under this Agreement.

The Carrier shall submit verified specimen signature card for the authorized person(s) who can sign the shipment documents etc.  

Supervision

The Carrier shall during the continuance of this Agreement ensure that the Carrier, its representative (s), Drivers, and laborers (if any), which will be used for transportation and carriage of goods:

Shall strictly follow / act upon safety rules and regulations, notifications, circulars, bye-laws and all applicable laws as issued/directed/notified by the government or the Company from time to time.

Shall strictly avoid smoking at the premises of the Shipper, at the location of the cargo or the drop off location of the cargo.

Shall be strictly prohibited from performing any part of the Services under the influence of alcohol or drugs. A

Shall avoid any type of fighting, political, linguistic, or ethnic discussions during the performance of the Services.

Shall not perform Services under the influence of drugs or alcohol.

Shall not be allowed to perform the Services in possession of weapons, intoxicants, alcoholic beverages, and illicit drugs.

No child labour will be deployed by the Carrier to render any Services pertaining to this Agreement.

Mentally handicapped, old age and persons with poor health or suffering from serious diseases (asthma, heart patient, tuberculosis, diabetes) or having any criminal record shall not be deployed as a Driver by the Carrier for provision of Services under this Agreement.

Presence at the designated premises

The Carrier shall, at all times, exercise adequate and direct supervision over its Drivers. If required, the Carrier and/or its authorized representative may be physically present at the premises to exert control and maintain supervision over its Drivers (whether its own or third party) during the provision of Services by such Driver, and for the avoidance of doubt, Trella shall not at any time or for any reason whatsoever be responsible for the same. During the Carrier and its representative’s absence to supervise, the Carrier represents and warrants that the Driver(s) engaged by him for supervision of work shall be competent, diligent, qualified, and capable of performing the Services under this Agreement.

Safety of the Drivers

The Carrier shall be solely and exclusively liable for the safety maintenance of all matters with respect to its Drivers, including but not limited to, discipline, safety, welfare, housing, utilities, transportation, and medical coverage and shall make adequate arrangements for the same. In case of any dispute between the Carrier and its Drivers the Carrier hereby warrants that it shall not disrupt or cause any obstruction in the provision of Services contemplated under this Agreement. No claim shall lie against Trella or the Shipper in respect of such Driver in any manner whatsoever. The Driver shall, for all intents and purposes, be the employees of the Carrier and nothing in this Agreement shall or shall be deemed to be construed to create any employer-employee relationship between the Driver and Trella or the Driver and the Shipper in any manner whatsoever.

The Carrier shall ensure provision of adequate safety equipment and proper personal protective equipment to its Drivers as required by the safety rules and regulations of the government, local bodies and applicable laws.

For avoidance of any doubt whatsoever, the Carrier’s Driver whether employed or contracted shall be deemed to be the employees of  the Carrier and shall be the sole and exclusive responsibility of the Carrier and nothing herein contained nor any act done pursuant hereto by whomsoever shall constitute in any manner whatsoever the relationship of employer and employee between the Driver and Trella and the Driver and the Shipper, the Carrier shall at all times indemnify and save harmless Trella and the Shipper against all claims, demands, proceedings, costs, charges and any expenses whatsoever in this and all other matters connected with or arising out of this Agreement or incidental thereto.

Delivery

The Carrier agrees to ensure timely delivery of the cargo according to the schedule of the Shipment provided by the Shipper.

The Carrier shall present requisite trucks / trailers for loading at the Port / Plant / Warehouse / other locations within twenty-four (24) hours upon acceptance of Shipment request of such requirement in writing, or via electronic means from the Shipper through the App. In this regard, the Carrier hereby represents and warrants that it shall ensure strict compliance with respect to the truck size and configuration requirement as specified in the Shipment request by the Shipper.

Safe Carriage of cargo

The Carrier hereby represents and warrants that it shall be exclusively responsible to ensure the safe carriage / transport / delivery of the cargo from the stage it is received by it till such time as it is delivered to the consignee at the designated destination notified to it in the Shipment request by the Shipper. During this period, the Cargo shall be at the sole risk and responsibility of the Carrier and the Carrier unequivocally, unconditionally, and irrevocably binds itself to fully compensate the Shipper, in the event of any damage, accident, incident theft, misdelivery, pilferage or loss of cargo in any manner whatsoever, except where such damage is attributable to negligence on the part of the Shipper or an act of Force Majeure. The amount and manner of compensation to be paid by the Carrier to the Shipper shall be solely, exclusively and reasonably be determined by the Shipper to its complete satisfaction and the Shipper and the Carrier hereby indemnify Trella in respect of any such claim for damage or loss.  

Carrier’s responsibility

The Carrier shall unconditionally and irrevocably fully indemnify, save and hold harmless Trella against any and all claims, losses, damages and all liabilities, expenses and other detriment of every nature and description to which Trella may be subjected by reasons of any claim by the relevant customer/client in relation to the shipment or any acts or omissions on its part or any of its employees, Driver, subcontractors, agents, invitees or licensees or third party or Driver or any other person acting for and on its behalf, where such loss, liability, expense or detriment arises out of or in connection with such shipment, including but not limited to personal injury and loss or damage to the property of the Trella or the Cargo or for any other reason whatsoever.

The Carrier agrees that so long as the Agreement remains in force and effect, it shall comply with all laws for the time being in force governing or regulating, carrying and the conveyance of the cargo.

Should any route permit or police clearance or similar permission from any authority be needed for the purpose of carrying the Cargo, the responsibility to procure such permits, authorisations, clearance, or similar permission shall be solely and exclusively borne by the Carrier at his own sole cost and expense.

The Carrier shall ensure that the vehicles used for the Services to be rendered hereunder are at all times properly repaired and maintained and in good working condition. The Carrier shall obtain all the necessary insurances and licenses and permits in respect of such vehicles prior to the provision of Services.

Toll taxes and losses

The Carrier shall be responsible for the payment of all toll taxes, challans, maintenance, repairs, fees, and registration for the Vehicles in performing the Services under this Agreement, and keeps adequate records of the same to be provided to Trella, if so requested by Trella.

The Carrier, shall be solely responsible for any loss or damage including loss or injury to any person, designated vehicles, or public property, directly attributable to the Carrier’s omission and the Shipper and the Trella shall not in any way be responsible for any such damages, loss, or injury. The Carrier warrants that it shall, at all times, maintain transit insurance cover in consultation with the Shipper, and if so requested, will provide a copy of all documentation in this regard to the Shipper.

The Carrier undertakes and covenants that all the vehicles shall be operated by safe, qualified, properly valid licensed drivers. Trella shall not be responsible and liable for any accidental or bodily or other injury, damage or loss sustained by any of Carrier’s Driver and for the payment of any statutory or other compensation, medical, hospitalization becoming due and arising out of such injury/damage or harm.

Carriage of illegal substances

The Carrier shall ensure, by conducting regular checks through its own trained staff on each trip and also taking all other necessary and appropriate actions and precautions, that every vehicle (or any other vehicle employed in the provision of any Services and all Driver in any such customized or other vehicle) is/are free and clear of any narcotic drug or psychotropic or other controlled, prohibited, or illegal substance or contraband. In the event any customized or other vehicle (or any Driver or Drivers in any such vehicle) is/are ever directly or indirectly involved in (or alleged to be involved in or to have aided or abetted) the possession, transportation, conveyance, handling or smuggling of any narcotic drug or psychotropic or other controlled, prohibited or illegal substance or contraband, the Carrier hereby unconditionally and irrevocably agrees and accepts that Trella or the Shipper including their respective shareholders, directors, representatives and officers) shall not be held liable for any consequences or liabilities arising in relation thereto including any criminal (and civil) consequences and liabilities of any such act or omission, except where such narcotic drug or psychotropic or other controlled, prohibited, or illegal substance or contraband was part of or packaged with the Cargos at the time of its handover to the Carrier by the Shipper or its staff or the customer or its staff, in which case all liability for such consequences or liabilities shall rest solely with the Shipper and the Shipper shall indemnify the Carrier and Trella. Provided that for the exception to apply, the Carrier shall ensure that all vehicles at the time of loading of the cargo are sealed to the satisfaction of the Shipper and/or its customers and such seal remains intact for the duration of the journey.

Audit

Carrier shall establish and maintain books, records, and systems of account, in accordance with generally accepted accounting principles, reflecting all business operations of Carrier transacted under this Agreement. Carrier shall retain these books, records, and systems of account during this Agreement and for ____ years thereafter. Carrier shall permit Trella, its agent, other representatives, or an independent auditor to audit, examine, and make excerpts, copies, and transcripts from all books and records, and to make audit(s) of all billing statements, invoices, records, and other data related to the Services covered by this Agreement. Audit(s) may be performed at any time, provided that Trella shall give reasonable prior notice to Carrier and shall conduct audit(s) during Carrier’s normal business hours, unless Carrier otherwise consents.

Indemnity by the Carrier

The Carrier shall indemnify against and save the Trella harmless from all losses and all liabilities, expenses and other detriment of every nature and description to which Trella may be subjected by reasons of any acts or omission of the Carrier or any of his employees, subcontractors, agents, invitees or licensees or any other person acting for and on his behalf where such loss, liability, expense or detriment arises out of or in connection with the performance or work or Service under this Agreement, including but not limited to personal injury and loss or damage to the property of Trella or Shipper, breach by the Carrier, its Driver, representatives, officers, employees and/or authorised agents of any statutory duty arising under applicable law, or any other claim, action, charge, cost, demand or expense arising in connection with the performance or non-performance of the Carrier’s obligations hereunder (whether or not proven). In case of any loss or damage etc, the Shipper shall the absolute right to recover the amount from payments due to the Carrier or in any manner as shall be determined at the sole discretion of the Shipper.

Representations and Warranties

You hereby represent and warrant as follows:

You understand that Trella does not evaluate the appropriateness, legality, regulatory compliance, quality or the ability of any Shipper or cargo booked through the App and that Trella makes no warranty regarding the same.

You shall not name Trella as either a Shipper or Consignee on shipment documentation. Trella is not responsible for any Shipment terms entered into between you and a Shipper.

On completion of a Shipment, you shall post to the App a proof of delivery signed by the authorized recipient within 24 hours of delivery.

Licenses

Ownership

The Services and all rights therein are and shall remain Trella’s property or the property of Trella’s licensors. Neither this Agreement nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Trella’s company names, logos, cargo and service names, trademarks or services marks or those of Trella’s licensors.

Website

Trella owns the website and all intellectual property therein. Subject to the terms and conditions of this Agreement, Trella grants you a limited, non-transferable, non-exclusive, revocable license to use the website for your internal business use during the term of this Agreement.

The App

Trella owns the App and all intellectual property therein. Subject to the terms and conditions of this Agreement, Trella grants you a limited, non-transferable, non-exclusive, revocable license to install and use the App, in executable object code format only, solely on your own handheld mobile device and for your internal business use during the term of this Agreement.

Restrictions

The rights granted to you in this Agreement are subject to the following restrictions:

You shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services;

You may not remove any copyright, trademark or other proprietary notices from any portion of the Services;

You may not reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Trella;

You may not decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law;

You may not link to, mirror or frame any portion of the Services;

You may not cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services;

You shall not attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks;

You shall not access or use the Services in order to build a similar or competitive service; and

Except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.

Users may contact Trella’s [technical support center/customer care] for any support-related issues arising from the use of the Services by following the instructions provided on the Services.

Insurance

Trella’s contingent cargo insurance is subject to the terms, conditions and certain limitations and/or exclusions as contained in the policy, and the terms, conditions and requirements as outlined within this Agreement, which are subject to change at any time. The existence of Trella’s contingent cargo insurance in no way shifts or places any legal or contractual liability on Trella, nor does it exonerate the Carrier’s duties and liabilities under this Agreement.

A Shipper is solely responsible for obtaining any first-party insurance to cover any anticipated losses of cargo.

A Shipper may request of a Carrier to procure insurance coverage for the cargo constituting the Shipment (“Carrier Insurance Coverage”). And such Carrier Insurance Coverage shall be subject to the Carrier’s insurance policy terms and conditions.

Taxes

You are solely responsible for any and all taxes, charges, and fees incurred or that may be payable to any tax authority in connection with the Shipment and/or Services provided by the Carrier hereunder, other than any income tax incurred by Trella, including but not limited to the Value Added Tax.

Record Keeping

Trella reserves the right to keep all records of any and all shipments and communications between you and other users for administrative purposes in accordance with all applicable laws and regulations. Such records will be kept in accordance with applicable privacy laws and regulations.

Right to Suspend or Terminate Users

You agree that Trella reserves the right to suspend your User Account or terminate the terms and conditions of this Agreement with you at any time and for any reason or for no reason and without notice to you. We are not liable for any damage or loss resulting from such suspension, and/or termination.

No Agency

You hereby agree and acknowledge that your execution of this Agreement, your provision of services and/or your use of the Trella Services, does not confer or imply any contractor (independent or otherwise), agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship with us and furthermore that no affiliation, association or connection exists between You and Trella.

Release

Should you have a dispute with one or more of Trella’s users, you agree to release Trella, its officers, employees, agents, attorneys, and accountants from all claims, demands, and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes and/or this Agreement.

Indemnity

Indemnification of Trella

You agree to defend, indemnify and hold Trella (and its officers, employees, and agents) harmless, including costs and legal fees, from any claim or demand made by any third party due to or arising out of your (i) use of the Services, (ii) User Content, (iii) interaction with any other User, (iv) violation of this Agreement; (v) violation of applicable laws or regulations; or (vi) your shipment. Trella reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without Trella’s prior written consent. Trella will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Indemnification of the Shipper

By virtue of Trella’s separate agreement applicable to Carriers, a Carrier agrees to defend, indemnify and hold you (and your officers, employees, and agents) harmless, including costs and legal fees, from any and all damages, claims or losses arising out of its performance of this Agreement, to the extent such damages, claims or losses are caused by the negligence or intentional conduct of the Carrier or its employees or agents.

Indemnification of the Carrier

You agree to defend, indemnify and hold Carrier (and its officers, employees, and agents) harmless, including costs and legal fees, from any and all damages, claims or losses arising out of its performance of this Agreement, to the extent such damages, claims or losses are caused by your or your employee’ or agents’ negligence or other intentional conduct.

Legal Compliance

You shall comply with all applicable laws, rules and regulations, regarding your use of Trella Services and your listing, and shipping of cargo.

Driver Declaration

The Driver consents to the attached declaration (hereinafter referred to as “Annexure 1”) filled out pursuant to the respective residency, driving license and truck license provided by him/herself for the account creation on Trella’s platform. Annexure 1 shall be deemed as an integral part of these terms and conditions.

Accuracy of Information

The Driver declares that all information provided including but not limited to the residency, driving license and truck license shall remain true and accurate at all times. In case of any changes, updates or amendments pertaining to the information submitted, the Driver shall immediately notify Trella and provide the updated true and accurate information.  

Term of the Agreement

This Agreement will remain in full force and effect while you use the Services. Trella may at any time terminate this Agreement in its sole discretion if (a) you have breached any provision of this Agreement; (b) Trella is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or (c) Trella has elected to discontinue the Services. Upon termination of this Agreement, your User Account and right to access and use the Services will terminate immediately.

Changes to the Agreement

You agree and acknowledge that Trella may apply supplemental terms and conditions to certain Services, such as policies governing promotions, and such supplemental terms and conditions will be disclosed to you in connection with the applicable Services. Supplemental terms and conditions are in addition to, and shall be deemed a part of, this Agreement for the purposes of the applicable Services. Supplemental terms and conditions shall prevail over this Agreement in the event of a conflict with respect to the applicable Services.

You agree and acknowledge that Trella may amend the terms and conditions of the Agreement related to the Services from time to time. When you accept the terms and conditions of this Agreement, you hereby agree and acknowledge that at anytime and at our sole discretion, we may modify the terms and conditions of this Agreement. If we make changes to the terms and conditions of this Agreement, we will notify you of such changes, through email and/or by posting the modified terms and conditions of the Agreement on Trella’s website and by updating the “Last Updated” date as it appears above in this Agreement. Amendments will be effective upon Trella’s posting of such updated terms and conditions or the amended policies or supplemental terms and conditions on the applicable Services or upon the stated date included within our notice. Your continued access or use of the Services after such posting constitutes your consent to be bound by the terms and conditions of the Agreement, as amended. This Agreement may not be modified, amended, and/or changed by you in any manner. Furthermore, you agree that we may modify this Agreement or discontinue our Services at anytime and without notice and without placing any liability or responsibility to you.

Publication

Trella has your permission to identify you as a customer of Trella or user of our Services and to reproduce your name and logo on the website and in any other marketing materials.

If you provide Trella any feedback, suggestions, or other information or ideas regarding the Service (“Feedback”), you hereby assign to Trella all rights in the Feedback and agree that Trella has the right to use such Feedback and related information in any manner it deems appropriate. Trella will treat any Feedback you provide as non-confidential and non-proprietary. You agree that you will not submit to Trella any information or ideas that you consider to be confidential or proprietary.

Security

Trella uses industry standard practices to safeguard your information, including firewalls and Secure Socket Layers (SSL). We utilize several different security techniques to protect data from unauthorized access, but we cannot guarantee the security of our system. We also do not guarantee uninterrupted or secure access to our system, as the operation of our Services can be interrupted by numerous factors outside of our control.

Governing Law and Dispute Settlement

This Agreement shall be governed by and construed in accordance with the Laws of the Kingdom of Saudi Arabia.

Any dispute, arising out of or in connection with this Agreement, including, its validity, execution, interpretation, or termination shall be finally settled by arbitration under the rules of arbitration of Cairo Regional Centre for International Commercial Arbitration by three (3) arbitrators appointed in accordance with said rules. The seat of arbitration shall be Jeddah, Saudi Arabia, and the language of arbitration shall be English. The decision of the arbitrators shall be final and binding on all Parties, and shall not be subject to appeal or other judicial review.

Entire Agreement

This Agreement, and the policies referred to herein, constitute the entire agreement between you and Trella regarding the use of the Services. Trella’s failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. This Agreement may be executed in counterparts.

Severability

If any provision of this Agreement is held invalid or unenforceable, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. Furthermore, should any provision of this Agreement be held invalid or unenforceable in whole or in part, the Parties undertake to exert all efforts in good faith to ensure the original intent of the Parties is upheld.

Assignment

This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Trella’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.

Notices

All Notices sent to Trella shall be sent via e-mail at [services@trella.app]

All notices will be sent to you using the contact information you provide, and may be sent via physical mail, e-mail, text, phone call, or fax.

Disclaimer

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TRELLA EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT. TRELLA MAKES NO WARRANTY THAT THE SERVICE: (A) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE; OR (D) RESULT IN ANY REVENUE, PROFITS, OR COST REDUCTION. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. TRELLA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.

YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

TRELLA’S SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION SERVICES WITH OTHER USERS, BUT YOU AGREE THAT TRELLA HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO THE SERVICES OR ANY TRANSPORTATION SERVICES COORDINATED OR OFFERED OR PURCHASED BY YOU THROUGH THE SERVICES OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. YOU ASSUME ALL LIABILITY AND RISK OF USING THE SERVICES AND COORDINATING AND/OR OFFERING TRANSPORTATION SERVICES.

WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR DISPUTES BETWEEN YOU AND OTHER USERS. PLEASE CAREFULLY SELECT THE TYPE OF INFORMATION THAT YOU POST ON THE SITE OR THROUGH THE SERVICES OR RELEASE TO OTHERS. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER USERS (INCLUDING UNAUTHORIZED USERS, OR “HACKERS”). TRELLA ONLY OFFERS TECHNOLOGY THAT ENABLES CARRIERS TO COORDINATE TRANSPORTATION SERVICES. TRELLA IS NOT A CARRIER. WE ARE NOT INVOLVED IN THE ACTUAL TRANSPORTATION OF CARGO. AS A RESULT, WE HAVE NO CONTROL OVER THE QUALITY OR SAFETY OF ANY VEHICLE, CARGO OR OF THE TRANSPORTATION THAT OCCURS AS A RESULT OF THIS SERVICE; NOR DO WE HAVE ANY CONTROL OVER THE TRUTH OR ACCURACY OF USERS’ INFORMATION LISTED ON TRELLA. WE RESERVE THE RIGHT TO CHANGE ANY AND ALL CONTENT, SOFTWARE AND OTHER ITEMS USED OR CONTAINED IN THE SERVICES AT ANY TIME WITHOUT NOTICE.

THE SERVICE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. TRELLA ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS. TRELLA IS NOT RESPONSIBLE FOR ANY TECHNICAL MALFUNCTION OR OTHER PROBLEMS OF ANY TELEPHONE NETWORK OR SERVICE, COMPUTER SYSTEMS, SERVERS OR PROVIDERS, COMPUTER OR MOBILE PHONE EQUIPMENT, SOFTWARE, FAILURE OF EMAIL OR PLAYERS ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY SITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO A USER’S OR TO ANY OTHER PERSON’S COMPUTER, MOBILE PHONE, OR OTHER HARDWARE OR SOFTWARE, RELATED TO OR RESULTING FROM USING OR DOWNLOADING MATERIALS IN CONNECTION WITH THE WEB AND/OR IN CONNECTION WITH THE SERVICES.

Limitation Of Liability

TRELLA SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, NEGLIGENCE, CARGO LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TRELLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

TRELLA SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (I) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (II) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY OTHER USER OR ANY THIRD PARTY. TRELLA SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND TRELLA’S REASONABLE CONTROL. THE LIMITATIONS AND DISCLAIMER IN THIS AGREEMENT DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.