- These terms and conditions (these Terms) govern the use of the portal found at www.HashMove.com (the Site) (the portal located on the Site being, HashMove). HashMove is owned, operated and managed by HashMove Technology FZCO, a free zone company incorporated in the Dubai Silicon Oasis with an address at DSO-THUB-1-D-FXD-G004 (HashMove FZCO). HashMove allows its users access to an online logistics marketplace allowing those seeking Freight/ Logistics, cargo clearing, warehousing, ground transportation companies, Value-added-services and transport and shipment related services (such services being Freight/ Logistics Services) to search, compare and book shipments with service providers (for example, a shipping line, air cargo services, warehousing, or Freight/ Logistics forwarding services generally) (the provision of such platform and marketplace being the HashMove Services).
- References in these Terms to "we", "our" or "us" (or similar) are references to HashMove FZCO. References to "user" or "you" (or similar) are references to any user of HashMove or of the HashMove Services.
- HashMove FZCO may amend or update all or part of these Terms. Any amendments or updates to Terms will be binding upon all users, at the time of publication on HashMove. We therefore ask that you regularly access this section to check for the most recent and up-to-date Terms. If you do not agree to all or part of Terms, please do not use HashMove or access any other part of the Site.
Entering into this Agreement with HashMove
- By using HashMove, you accept and agree to be bound by these Terms. If you purport to act on behalf of a body corporate when accessing or using the HashMove Portal, you represent and warrant that you have the authority to bind such body corporate.
- Types of Service
We offer different types of services, which together constitute the HashMove Services. The HashMove Services may assist your own internal operations, be offered as a white label solution for your partners/members/customers and/or may connect you with different stakeholders in the business of Logistics. HashMove is a market place that seeks to introduce and connect sellers and buyers of Freight/ Logistics Services. HashMove does not itself offer Freight/ Logistics Services, nor does it necessarily endorse or in any manner warrant the quality or fitness for purpose of any services procured using or through HashMove. When you purchase or sell Freight/ Logistics Services through HashMove, you are contracting with the relevant Buyer or Seller, rather than with HashMove. HashMove is not a party to any such contract.
- Use as a buyer
If you want to purchase Freight/ Logistics Services from Sellers through HashMove, you are a Buyer and you engage in Buying. You can use HashMove to search for suitable Sellers, obtain price quotes from Sellers and confirm your Order(s) (as defined below) directly with the relevant Seller.
- Use as a Seller
If you provide, offer to sell and sell Freight/ Logistics Services, you are a Seller and you engage in Selling. HashMove is not a seller and not party to any agreement between a Seller and a Buyer. We may help you manage your rates, calculate prices, advertise price quotes online (either publicly, or restricted to specific categories of Buyers, which we may define from time to time, as you choose). As part of setting you up as a seller on our platfrom we will provide you with a digital portal through which you are able to manage your customer and partner bookings.
- Some provisions of these Terms specifically apply to particular types of users. Where terms are not specifically directed towards particular types of users, they apply to all users.
Changes to HashMove Services
As part of our efforts to continually improve our offering, we may change or discontinue any part of our services, the Site, HashMove or the HashMove Services at any time at our sole discretion. We will notify you of significant changes that may affect you by sending you an email or posting such changes on HashMove.
Accounts and Intellectual Property Rights
- You must create an account (an Account) to use HashMove and obtain HashMove Services. You can register for an Account using the Site by providing certain information about yourself and (if relevant) your business. It is important that you provide us with accurate, complete and up-to-date information for the set-up of your Account and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. You agree that you won’t disclose your Account password to anyone and you will notify us immediately of any unauthorized use of your Account. You are responsible for all activities that occur through your Account. HashMove FZCO reserves the right to decline to register an Account or to close an Account. HashMove FZCO also reserves the right to request additional information prior to approving the creation of an Account or at any time thereafter. Failure to provide such additional information on a timely basis shall constitute a breach of these Terms.
- If you are a business, you may create a “Business Account” for a group of Accounts for your employees. Each employee must have his/her own Account and you can designate particular employees as administrators of a Business Account (each, a Business Account Administrator). Business Account Administrators can allow employees who hold Accounts to be part of the Business Account, and each employee who is accepted into the Business Account is then an “Authorized User”. You are responsible for all actions taken under an Authorized User’s Account, whether or not such action was authorized by an Authorized User. You are responsible for the security of each Authorized User’s Account and will not share (and will instruct each Authorized User not to share) such Account details with any other person or entity or otherwise permit any other person or entity to access or use HashMove.
- HashMove FZCO may offer you the ability to establish and maintain your own Software-as-a-Service “SaaS account”, or another manner of customizing your use of the HashMove Services and to offer Freight/ Logistics Services on or through HashMove. If you are offered the ability to establish an SaaS account (SaaS Services), you will be required to maintain a Business Account. In the event that HashMove FZCO allows you to become a SaaS subscriber, HashMove FZCO shall take such reasonable efforts as appropriate to make the SaaS Services available 99.9% of the time during each billing cycle (or otherwise in accordance with the standards specified by the hosting provider where the SaaS services are or will be hosted). Your use of SaaS Services shall be subject to any additional terms and conditions that HashMove may impose at the time at which your access to SaaS Services is agreed.
- HashMove FZCO may from time to time also offer Sellers services to assist in the conversion of their contracts, terms and Freight/ Logistics tariffs into a form that can be displayed on and transmitted through HashMove (such services being Data Services). In the event that you instruct us to offer you Data Services, we will prepare and agree with you a statement of work that describes the Data Services to be provided and any service level matters that are relevant to such Data Services (such statement being, a Statement of Work). You will pay us for Data Services in accordance with the pricing and terms agreed in the Statement of Work.
- Intellectual Property:
HashMove FZCO exclusively own all rights, title and interest in and to any software, tools, utilities, processes, inventions, devices, methodologies, specifications, documentation, techniques and materials of any kind used or developed by us in connection with HashMove, the Site or the provision of any HashMove Services to you as well as any text, data, images, information or other materials that are posted, generated, provided or otherwise made available by us through HashMove and expressly include all worldwide patent rights, copyright rights, trade secret rights, know-how and any other intellectual property rights (all such material, content and rights constituting our Intellectual Property Rights) You have no rights in any Intellectual Property Rights.
- Buyer or Seller IP:
- A Buyer or Seller (as the case may be) exclusively owns all rights, title and interest in and to any text, data, images, information or other materials posted, provided or otherwise made available by such Buyer or Seller through HashMove (collectively, Customer Content), including all intellectual property rights in that Customer Content. You are solely responsible for the accuracy, quality, integrity, legality and reliability of all the Customer Content that you (or any Authorized User) submit to HashMove. By making Customer Content available through HashMove, you grant to HashMove FZCO a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to access, process, analyze, store, use, copy, and modify such Customer Content in connection with the operation of HashMove and the provision of any HashMove Services or Freight/ Logistics Services.
- You grant HashMove FZCO the right to use Customer Content to generate aggregate, anonymous, statistical data based on such Customer Content, which will not identify you (Anonymous Data), and to use such Anonymous Data in any manner in which we see fit, including selling such Anonymous Data. This Anonymous Data and any intellectual property therein shall be owned by HashMove FZCO. In order to improve the HashMove Services, HashMove FZCO may make use of reference data, which is by its nature is not confidential or proprietary, including, but not limited to, formats of industry tariffs or tenders, carrier public surcharge data, carrier public "rack rate" prices, fee codes, commodity codes, public service schedules, and names/web sites of any bodies corporate (Reference Data) and this Reference Data is not Customer Content for purposes of these Terms. Similarly, HashMove FZCO may also make use of and share any data relating to shipments (Shipment Data) such as name of carrier, transit times, location of shipments and similar or related information and all such information shall not be considered Confidential Information or Customer Content.
- HashMove Services are provided to you as software-as-a-service accessible via the Site, but in certain situations we provide software to install on your devices, e-commerce Tools, and other software from time to time, each, and together, as applicable, Installed Software). We grant you a worldwide, non-exclusive, non-transferable and non-sublicensable license to download and install a copy of any Installed Software on a mobile device or computer that you own or control, and to run such copy of Installed Software solely in conjunction with your use of HashMove. You agree not to (i) copy the Installed Software, except for making a reasonable number of copies for backup or archival purposes; (ii) distribute, transfer, sublicense, lease, lend or rent the Installed Software to any third party; (iii) reverse engineer, decompile or disassemble the Installed Software; or (iv) make the functionality of the Installed Software available to multiple users (where the Installed Software is designed for a single user) through any means; and (v) use the Installed Software in any way other than the way it is intended to be used. You agree not to modify or create derivative works based on the Installed Software however, you are allowed to modify the e-commerce Tools for the purposes of integrating the e-commerce Tools with your e-commerce platform. If you stop using HashMove you agree to uninstall all copies of the Installed Software on your devices immediately.
- We grant you a non-exclusive, non-transferable, non-assignable, royalty-free, worldwide license, without the right to grant sublicenses, to use the “HashMove” name and logo on your list of vendors or list of technologies you use. All goodwill associated with the use of such name and logo inures to the benefit of HashMove. You grant us a non-exclusive, transferable, assignable, royalty-free, worldwide license to list your name and logo on HashMove FZCO’ list of customers (whether in a general customer list or a list of customers for a specific product, service or sector).
- From time to time we will make available certain industry data such as indicative pricing data, whether through our Site or HashMove APIs (HashMove Data) and in such event we grant you a non-exclusive, non-transferable, non-assignable, royalty-free license to copy and publish (but not modify) such HashMove Data, provided that you clearly acknowledge HashMove FZCO as the source of such data together with a prominent link to [●] with every copy of the HashMove Data that you make, and also agree to fulfil any other HashMove conditions communicated to you governing use of HashMove Data.
- We reserve all rights in and to the Intellectual Property Rights.
We will use commercially reasonable efforts to store, secure, and backup Customer Content, including selecting reputable infrastructure or platform providers. In the event of any loss or corruption of Customer Content, we will use our commercially reasonable efforts to restore the lost or corrupted Customer Content. We will not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of Customer Content caused by any third party.
- Buying Freight/ Logistics Services:
- You can use HashMove to look for Sellers and to request price quotes and related terms for the provision of Freight/ Logistics Services (such quotes being, Quotes or a Quote). If you are only using HashMove as a Buyer, you do not need to pay to use HashMove, but of course you do need to pay for any Freight/ Logistics Services you purchase or receive from a Seller.
- If you are a Buyer, by using HashMove you represent to HashMove FZCO and to all Sellers that you understand the way in which Freight/ Logistics Services work and that you hold all the necessary permits to legally procure any Freight/ Logistics Services that you procure.
- Accepting Quotes:
- When you accept a Quote, we create an order (an Order) on your behalf. Sellers, not HashMove FZCO, are responsible for honoring any Orders and performing the relevant Freight/ Logistics Services. The identity of the Seller will be clearly marked on the Quote. As a Buyer, you agree to accept any terms, conditions, rules and restrictions associated with such Freight/ Logistics Services that are imposed by the Seller. You acknowledge and agree that you, and not HashMove, will be responsible for performing the Buyer’s obligations of the Order and any other contract with a Seller.
- We help you find Quotes from Sellers, but we are not a Seller and we do not provide Freight/ Logistics Services. Sellers are not agents, contractors, or otherwise affiliated entities of HashMove FZCO. We do not endorse any Sellers, and we do not in any way supervise, direct or control a Seller’s provision of Freight/ Logistics Services, nor do we warrant that any Seller will meet your expectations in providing Freight/ Logistics Services. . We are not obliged to conduct background checks on any Seller, but we might do so on a discretionary basis. In order to assist you, we may publish reviews of Sellers or vet particular Sellers from time to time, but we don’t guarantee the accuracy of any reviews and warn you that reviews can be misleading. Your access to and use of HashMove or the procurement of Freight/ Logistics Services using HashMove is at your own risk and we encourage you to do you your own research and due diligence on any Seller with which you may engage though an Order, just like you would if you found a Seller outside of HashMove.
- We encourage you to communicate directly with Sellers regarding any Orders that you make (whether using communication tools on the HashMove or offline). If you have any concerns about any Order, you should try to resolve your concerns directly with the Seller in question. If you are not able to resolve your concerns with the relevant Seller, you can make a formal complaint to us and we will address such complaint as we consider appropriate under the circumstances. By using HashMove, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of Sellers or other third parties will be limited to a claim against the particular Sellers or other third parties who caused you harm, and you agree not to attempt to impose liability on us, or seek any legal remedy from us with respect to such actions or omissions.
- Buyer Payment Terms:
- You agree to pay the Seller for the Freight/ Logistics Services associated with an Order, in accordance with the terms agreed between you and the relevant Seller.
- You also agree to provide any documentation reasonably requested by a Seller for the purposes of your Order and you are responsible for the accuracy and timely submission of such documentation to the Seller, whether that occurs through HashMove or otherwise.
- Unless specifically stated, Freight/ Logistics insurance and customs brokerage charges are not included in a Quote for Freight/ Logistics Services. Import duties you may have to pay to the destination government are never included unless the Quote explicitly states “duty paid”. Value added tax and/or sales tax (if applicable) are only included if they are specifically listed in the fee breakdown of an Order.
Value Added Services: Through the HashMove portal HashMove may offer certain value added services directly to the Buyer as part of an order with a Seller. Such services will be clearly and separately detailed as part of the total order price set out to the Buyer.
- HashMove FZCO may receive certain commission through Orders that are received by Sellers through HashMove. You confirm that you do not have any objection to the payment of such commission.
- Selling Freight/ Logistics Services:
- A Seller can use HashMove to sell Freight/ Logistics Services to Buyers. As a Seller, you will use your own Account (or other mechanism as may be specifically agreed with HashMove FZCO) to control which (if any) of your Freight/ Logistics Services are offered to Buyers through HashMove.
- By using HashMove you represent to HashMove FZCO and to Buyers that you understand the way in which Freight/ Logistics Services work and that you hold all necessary permits, licenses, knowledge and experience to offer the Freight/ Logistics Services that you provide. You also understand that given the nature of the business and in order to be in compliance with applicable laws and regulations we may be required from time to time to request that you provide us with data about your company or shipments which we reasonably require for compliance and financial purposes and you agree that continued sales on the site may be subject to receipt of the requested data.
- Businesses which are both Buyers and Sellers may configure their Account on HashMove to automatically search for Quotes which are available for them to Buy, markup the prices in those Quotes, and use that in creating a Quote which they offer to Sell (Reselling).
- HashMove FZCO acts as a facilitator of trade between Buyers and Sellers, and in this capacity HashMove FZCO provides you with the following services:
- HashMove FZCO will:
- automate generation of your price quotes based on the information you provide through HashMove Portal;
- advertise and promote your Freight/ Logistics Services on HashMove, subject to the configuration options you choose; and
- facilitate some communication or document exchange between you and the Buyer. In facilitating communication, Hashmove does not thereby accept any responsibility for the accuracy of the contents of any communication or documents and the responsibility remains fully between you and your buyer as if communicated outside the HashMove platform.
- If a Buyer engages you for provision of Freight/ Logistics Services by making an Order, the Order and any subsequent agreement that you enter into with the Buyer will be between you and the Buyer only. HashMove FZCO does not act as your insurer, broker, contracting agent or other representative. You acknowledge and agree that you, and not HashMove FZCO, are and will be responsible for the provision of Freight/ Logistics Services and performing your other obligations under of any agreements with Buyers, and that HashMove FZCO is not a party to such agreements and disclaims all liability arising from or related to such agreements.
- We encourage you to communicate directly with the Buyer regarding any Order that a Buyer makes with you. If you have any concerns about any Order or Buyer, you should try to resolve your concerns directly with the Buyer in question. If you are not able to resolve your concerns with the relevant Buyer, you can make a formal complaint to us and we will address such complaint as we consider appropriate in the circumstances. By using HashMove, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of Buyers or other third parties will be limited to a claim against the particular Buyers or other third parties who caused you harm and you agree not to attempt to impose liability on us, or seek any legal remedy from us with respect to such actions or omissions.
- HashMove Fee:
- As a Seller you agree that for each transaction that is booked through your digital portal you shall pay us a fixed fee of $5 per booking whatever the agreed transaction price or value of the booking made. (the HashMove Fee).
- The HashMove Fee shall become liable for invoicing as soon as the quote has been acknowledged and accepted by the Seller. HashMove shall submit an invoice to the Buyer on the last day of each calendar month detailing the commission due for every quote that has been provided to and accepted by the Buyer during that month. This invoice shall be payable within 30 days.
- Until otherwise specified, all the invoices issued by HashMove shall be paid in full either by Cheque, Bank Transfers, without deduction any charges, bank transfer fees etc. In the event, where you have to incurred a cost for the transfer of the invoice amount to HashMove, you agree that the entire cost and fee of those transactions will be paid by you.
- 9.1. When a specific Buyer makes an Order with you through HashMove (an Initial Order) for Freight/ Logistics Services, you agree that for at least twelve months from the date of such Initial Order you will sell Freight/ Logistics Services to that Buyer either via HashMove, or if you accept any order from that Buyer during that time period not via HashMove, you will immediately inform HashMove FZCO in writing, and Seller Fees will apply as if the order was placed via HashMove.
- We reserve the right to charge you additional fees, to terminate or suspend your Account, to terminate or suspend your access to HashMove or to do any combination of the foregoing in respect of any breach of these Terms by you.
- You agree not to do any of the following in connection with your use of the HashMove Services:
- post, upload, publish, submit or transmit any Customer Content that: (i) infringes, misappropriates or violates a third party’s Intellectual Property Rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
- use, display, mirror or frame HashMove or any individual element within HashMove, HashMove FZCO’ name, any HashMove trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, unless expressly allowed under the terms of this Agreement;
- aaccess, tamper with, or use non-public areas of HashMove or HashMove FZCO’ computer systems;
- attempt to probe, scan or test the vulnerability of any HashMove FZCO’ system or network or breach any security or authentication measures;
- avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by HashMove FZCO or any of HashMove FZCO’ providers or any other third party (including another user) to protect HashMove or any Intellectual Property Rights;
- use any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by HashMove FZCO or other generally available third-party web browsers;
- send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing HashMove;
- collect or store any personally identifiable information from HashMove from other users of the HashMove Services or Freight/ Logistics Services without their express permission;
- impersonate or misrepresent your affiliation with any person or entity;
- violate any applicable law or regulation; or
- encourage or enable any other individual to do any of the foregoing.
- HashMove FZCO seeks to comply with all applicable laws and expects Buyers and Sellers to do the same. By entering into these Terms and accessing or using HashMove, you undertake to comply with all applicable laws, rules and regulations, including without limitation sanctions, anti-corruption, anti-money laundering and tax laws.
- Each user of the Site warrants that it does not operate in or from, nor has any ties to, a country subject to US or other applicable government authority sanctions, nor will it seek to use HashMove to procure or provide services concerning goods that are the subject of any export control restrictions administered by the US government, the United States Security Council, or the European Union.
- You warrant that you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union, or other applicable government authority.
- We may terminate your access to and use of HashMove, upon 90 days’ notice. However, given the importance of maintaining the integrity of our platform for all users, if we have reason to suspect abuse or a substantial breach of these Terms, we may terminate your Account at any time at our sole discretion and will only provide notice if we feel it is reasonable and feasible to do so. You may cancel your Account at any time by sending an email to us at firstname.lastname@example.org[●] or by using the cancellation feature on HashMove.
- If you are a Seller, in the event that upon the expiration or termination of your contract with HashMove FZCO, a Buyer has a copy of a valid unexpired Quote from you, and wishes to place an Order, or the performance of Freight/ Logistics Services under an Order made through HashMove is ongoing, the expiration or termination of your contract will not affect the terms of such Quote or Order. Sellers are obligated and agree to carry out the Freight/ Logistics Services specified in such Order to completion in accordance with the terms of the agreement between the Seller and Buyer for the Order in question and Buyers are obligated and agree to fulfil their obligations under such Order, including payment obligations to HashMove FZCO.
- The termination of your contract with HashMove FZCO shall be without prejudice to any accrued rights or obligations. In addition, such termination shall not affect any provisions of these Terms that either by their terms or by their very nature survive termination.
- HashMove and the HashMove Services are provided on an “as is” basis and save as otherwise expressly stated in these Terms. HashMove FZCO hereby disclaims any warranty for fitness of a particular purpose, and/or any warranties arising out of a course of dealing, usage or custom. HashMove FZCO gives no warranty that use of HashMove or the HashMove Services will result in a higher volume of business (or, in the case of a Buyer, a better quality of service). All warranties concerning the availability of HashMove, or the proper functioning thereof, are hereby excluded.
You will indemnify, defend and hold HashMove and its officers, directors, employee and agents harmless, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of HashMove or the provision of any HashMove Services, or (ii) your violation of these Terms.
Limitation of Liability
Neither HashMove FZCO nor any other party involved in creating, producing or delivering Freight/ Logistics Services or the HashMove Services shall be liable for any incidental, special, exemplary or consequential damages, including loss of profits, loss of data or goodwill, service interruption, computer damage or system failure or the cost of obtaining substitute services arising out of or in connection with these Terms, the HashMove Services and/or any Freight/ Logistics Services.
You may not assign or transfer this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, will be null. We may assign or transfer this Agreement without restriction or your consent to an affiliated company or to a successor or acquirer, as the case may be, in connection with a merger or acquisition, or the sale of all or substantially all of our assets. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns.
- The exercise by either party of any of its remedies under these Terms will not be deemed an election of remedies and will be without prejudice to its other remedies under this Agreement or available at law or otherwise.
- These terms shall be governed by and construed in accordance with the law applicable in the Emirate of Dubai. The courts of the Emirate of Dubai shall have exclusive jurisdiction to settle any dispute, whether contractual or non-contractual, arising out of or in connection with these Terms.
- If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
- Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to HashMove. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. Notices intended for HashMove FZCO should be sent to email@example.com.
- Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by our duly authorized representative.
- These Terms, and any documents or terms incorporated by reference constitute the complete and exclusive agreement of the parties with respect to their subject matter and supersedes all prior understandings and agreements, whether written or oral, with respect to its subject matter.
- Nothing in these Terms shall constitute an agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship with HashMove FZCO.