1.1 You represent and warrant that you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. We may, at our sole discretion, refuse to offer the Services to any person or entity and change our eligibility criteria at any time. This provision is void where prohibited by law and any right to access the Services is revoked in such jurisdictions.
1.2 If you represent a company, corporation or a legal entity other than yourself, you are, by accepting these Terms, agreeing on behalf of the entity ordering the Services, that the entity will be bound by and become a party to these Terms and certifying that you have the authority to bind the entity. If the entity does not agree to all of the Terms or if you do not have the authority to bind the entity to the Terms, do not select the “Accept” box upon registration or use the Services.
When you register for the Services you will be asked to create an account (“Account”). You shall upon registration of an Account, provide the Account details, indicated at any given time in the registration form provided by ADNAVEM. All Account details must be complete, true and accurate and you must notify us if the information changes.
2.2 User category
The Services include the following user categories: a registered user or a third party who wishes to offer transport services for goods (“Transporter Services”) and to communicate and transact directly with registered users (collectively, a “Transporter”), a registered user who wishes to purchase Transport Services (a “Customer”), or a custom clearance agent who offers to clear goods or other ancillary services subject to a Transport Service (a “Clearance Agent”). All users in all user categories are collectively referred to as “Users”. Different parts of these Terms may apply to the different user categories. Please visit www.adnavem.com for details on current pricing and features.
You are solely responsible for all activity that occurs on your Account and shall be responsible for maintaining the confidentiality of your password. You shall never use another User’s Account or allow others to use your Account. You shall immediately notify ADNAVEM in writing of any unauthorized use of your Account, or of any other Account related security breach of which you become aware, and immediately change your password.
As a User, ADNAVEM grants you a personal, non-transferable, non-exclusive, non-sublicensable and revocable license to use the Services in accordance with these Terms. The license shall remain in force until revoked either by you or ADNAVEM. All parts of the Services are not accessible to all Users and may require payment of applicable fees.
You shall not, directly or indirectly: (a) sublicense, resell, rent, lease, distribute, market, commercialize or otherwise transfer rights or usage to the Services or any modified version or derivative work of the Services created by or for you; (b) provide the Services, or any modified version or derivative work of the Services created by or for you, on a timesharing, service bureau or other similar basis; (c) remove or alter any copyright, trademark or proprietary notice in the Services; (d) copy any features, functions or graphics of the Services; (e) use or modify the Services in any way that would subject the Services, in whole in or in part, to a copyleft license; (f) send, store, or authorize a third party to send or store spam or unsolicited materials, unlawful, infringing or libellous material, or malicious code; (g) attempt to gain unauthorized access to, or disrupt the integrity or performance of the Services; (h) use any of ADNAVEM’s intellectual property protected by applicable laws and contained in or accessible through the Services for the purpose of building a competitive product or service or copying its features or user interface; (i) use the Services, or permit it to be used, for purposes of product evaluation, benchmarking or other comparative analysis intended for publication without ADNAVEM’s prior written consent; or (j) use the Services to develop or enhance any open source version of the Services.
4. Third party applications
The Services is integrated with third party applications, websites, and services (“Third Party Applications”). These Third Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that ADNAVEM does not endorse and is not responsible or liable for the behaviour, features, or content of any Third Party Application or for any transaction you may enter into with the provider of any such Third Party Applications.
5.1 Each purchase of individual products and/or services between Users communicated through the Services purchase is a transaction between the Users involved (a “Transaction”).
5.2 A Transaction constitutes a separate agreement between you and the other Users involved, and ADNAVEM is not a party to any such agreement. All inquiries regarding Transactions will be directed to the relevant User. ADNAVEM is not responsible for Transactions, except as provided in these Terms. A Transaction may also be governed by other terms and conditions that are presented to you at the time of a Transaction.
5.3 Because ADNAVEM is not the buyer or seller in any actual Transaction between Users and is not the agent of either for any purpose, ADNAVEM does not have a duty to resolve and will not be involved in resolving any disputes between Users or other participants related to or arising out of any such Transaction. All Users are individually responsible for compliance with all laws applicable to their Transactions.
5.4 Because ADNAVEM is not a party in any Transaction, if a dispute arises between the participants in a Transaction, then you release ADNAVEM (and its affiliates, agents and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
5.5 By entering into Transactions through the Services, you acknowledge and accept that you may be identified through your Account details, but also with geolocation services through GPS coordinates and/or IP addresses. All information publicly posted or privately transmitted through the Services is the sole responsibility of the User from which such content originated. All Users are responsible for checking that all information about themselves in a Transaction is accurate and correct. ADNAVEM will not be liable for any errors or omissions in any content and ADNAVEM cannot guarantee the identity or location of any other Users with whom you may interact in the course of using the Services.
6.1 Even if you are not charged for creating an Account, ADNAVEM may require payment for your use of the Services, including any applicable taxes, (“Service Fees”). In the event that you do not agree to pay such requested Service Fees, ADNAVEM reserves the right to terminate your Account.
6.2 Please see our subscription pages for current Account features and pricing. The applicable Service Fees will be displayed to a User prior to entering a Transaction. ADNAVEM reserves the right to change the Service Fees at any time, and we will provide Users adequate notice of any fee changes before they become effective. Please note that your internet service providers' ordinary fees for e.g. data traffic apply when you use the Services.
6.3 Price changes for Service Fees will take effect from the date when ADNAVEM sends a notification to your Account regarding a price change. You accept the new price by continuing to use the Services after ADNAVEM has sent such a notification to your Account. Therefore, please make sure you read any such notification of price changes carefully.
7. specific Terms for Customers
7.1 Subject to meeting the terms and conditions that a Transporter applies, a Customer can purchase a Transporter Service available on the Services by following the booking process. All applicable fees, including the Service Fee, Transporter Fee, Clearance Fee (defined in Section 8.3) and any applicable taxes will be presented to the Customer prior to booking a Transport Service (and thereby entering into a Transaction). The Customer agrees to pay all applicable fees in connection with the Customers’ Account.
7.2 When the booking is completed, a legally binding agreement is formed between you, the Transporter(s) and any Clearance Agent(s), subject to any additional terms and conditions that applies.
7.3 If you book a Transport Service on behalf of a third party, you represent and warrant that you are legally authorized to act on behalf of such third party, and you are required to ensure that such third party meets any requirements set by the other Users involved, and is made aware of and agrees to these Terms and any terms and conditions, rules and restrictions set by the other Users involved. Further, you agree to pay any applicable Service Fees on behalf of such third party.
7.4 The Customer acknowledges that certain goods may not be transported in connection with the Services due to their hazardous, dangerous or illegal nature under applicable law in the relevant jurisdictions, or due to restrictions set out by a Transporter ("Prohibited Goods"). Therefore, you represent and warrant that you will not use the Service in respect of transporting Prohibited Goods.
7.5 You represent and warrant that you have submitted true, accurate, and correct information regarding yourself, your goods and all other details of your requested Transport Service, and that you will not violate any law or regulation applicable to you, your goods or the requested Transport Service.
7.6 ADNAVEM makes no representation or gives any warranty given as to the appropriateness for any particular route or any transport vehicle for the Customers’ goods to be transported with a certain Transporter Service. ADNAVEM assumes no responsibility for any loss, damage, or delay howsoever resulting from the use of, or reliance on, such information and/or such Transporter Service.
8. Specific Terms for Transporters and CLEARANCE AGENTS
8.1 If you choose to use the Services as a Transporter or a Clearance Agent, your relationship with ADNAVEM is limited to being an independent, third-party contractor, and not an employee, agent or partner of ADNAVEM for any reason, and you act exclusively on your own behalf and for your own benefit and not on behalf of ADNAVEM.
8.2 You must at all times provide and keep up to date (i) complete and accurate information about you and your Transporter Services respectively Clearance Services (such as capacity, location, and calendar availability), (ii) information on any restrictions and requirements that apply (such as any maximum or minimum quantities, max or minimum height or weight for a specific route etc.) and (iii) provide any other relevant information requested by ADNAVEM from time to time.
8.3 You are solely responsible for setting a price (including any taxes if applicable) for the Transporter Services respectively Clearance Services (“Transporter Fee” or “Clearance Fee”). Once a Customer has fulfilled all necessary steps to purchase a Transporter Service respectively a Clearance Service, it will be a binding agreement between you and the Customer. Therefore, you may not request that the Customer pays a higher Transporter Fee or Clearance Fee than set out by you through the Services.
8.4 Any terms and conditions included in your Transporter Services or Clearance Services must not conflict with these Terms.
8.5 When you accept or have pre-approved a Customer’s purchase of a Transporter Service or a Clearance Service, you are entering into a legally binding agreement with the Customer (and any third parties involved) and are required to provide your service(s) to the Customer as described by you when the Transaction is made. You also agree to pay to ADNAVEM the applicable Service Fee and any applicable taxes.
8.6 You hereby undertake to obtain all appropriate insurance that are required for your Transport Services respectively Clearance Services.
8.7 You represent and warrant that any Transport Service or Clearance Services provided by you and underlying service providers will comply with all applicable laws, tax requirements, and other rules and regulations (including having all required transport permits, licenses and registrations). You are responsible for your own acts and omissions and are also responsible for the acts and omissions of any underlying service providers who provides the Transport Services or Clearance Services on behalf of you.
9. Insurance from third parties
ADNAVEM’s partners, which are independent third parties, may offer insurance solutions to Users through the Services (“Insurers”). Any such agreements between Users and Insurers are separate agreements between these parties. ADNAVEM is not and does not become a party to or other participant in any contractual relationship between Users and Insurers, nor is ADNAVEM an insurance broker or otherwise acting as an agent in any capacity for any User.
10. Geographical restrictions
As a User you represent and warrant that your use of the Services and any actions related thereto (such as Transactions) will comply with all applicable laws, regulations and standards regarding trade embargos and boycotts, including but not limited to laws, regulations and standards of the European Union, the United Nations, the United Kingdom, or the United States (insofar as such US laws are not in contravention of Swedish or EU laws). You agree to defend, hold harmless and indemnify ADNAVEM and its affiliates, directors, officers, employees, and agents from and against any claims, costs (including properly incurred legal costs and other advisers’ fees), damages, expenses, liabilities and losses, that arise in relation to a breach of this Section 10.
11.1 As a User of the Services, you may create, upload, submit or distribute comments, data, text, photographs, graphics, or other content to the Services (collectively, “User Content”). By submitting User Content on the Services, you acknowledge that you may be identified publicly by your User ID in association with any such User Content.
11.2 By submitting User Content, you hereby grant to ADNAVEM a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable and transferable license to use, modify, reproduce, distribute, transmit, transcode, prepare derivative works of, communicate to the public (e.g. display or perform), synchronize and otherwise fully exploit the User Content and (if applicable) your name and trademarks in connection with the Services, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof), in any media formats and through any media channels (including, without limitation, third party websites), whether now known or hereafter developed.
11.3 For clarity, the foregoing license grant to ADNAVEM does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to the material in your User Content.
12.1 These Terms remain in force until you or ADNAVEM terminates them in either of the manners described below.
12.2 If you want to terminate your agreement with ADNAVEM, you may do so by notifying us and terminating your Account. The notification shall be written and sent to us on [accounts]@adnavem.com.
12.3 We may suspend or terminate your Account at any point in time or cancel our agreement with you and/or remove any content that you have submitted. If we delete your Account due to a violation of the Terms, you may not re-register for the Services. ADNAVEM may block your email address and IP address to prevent further registration.
12.4 In the event that ADNAVEM will no longer offer the Services in your country of residence or place of business from which you are using the Services, we may at any time cancel our agreement with you.
12.5 Upon the termination of your Account and your agreement with us, you will no longer have access to your Account, which may result in the forfeiture and destruction of all information associated with your Account. Your username and IP address may remain visible to other Users. Content submitted by you may no longer be available on the Services. We shall not be held liable for loss of such content.
12.6 All provisions of the these Terms which by their nature shall survive termination, including, but not limited to provisions regarding ownership, warranty disclaimers, indemnity and limitation of liability, shall remain in force after termination.
13.1 ADNAVEM reserves the right to modify the Services. You are responsible for providing your own access (e.g. computer, mobile device, Internet connection, etc.) to the Services. ADNAVEM has no obligation to screen or monitor any content and does not guarantee that all content available on the Services complies with these Terms.
13.2 ADNAVEM provides the Services on an "as is" and "as available" basis. You therefore use the Services at your own risk. ADNAVEM expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any other warranty that might arise under any law. Without limiting the foregoing, ADNAVEM makes no representations or warranties:
- That the Services will be permitted in your jurisdiction;
- That the Services will be uninterrupted or error-free;
- Concerning any information submitted by any User;
- That any content or software available at or through the Services is free of viruses or other harmful components;
- That the Services will meet your business or professional needs;
- That ADNAVEM will continue to support any particular feature of the Services; or
- Concerning sites and resources outside of the Services, even if linked to from the Services.
14. Intellectual Property Rights
14.1 All intellectual property rights in and to the Services including but not limited to copyrights to the interface and design, database rights, patents, trademarks and trade names (whether registered or not), in and related to the Services as such is the property of ADNAVEM or its business partners.
14.2 All brand, product and service names used in the Services which identify ADNAVEM or third parties and their products and services are proprietary marks of ADNAVEM and/or the relevant third parties. Nothing in the Services shall be deemed to confer on any person any license or right on the part of ADNAVEM or any third party with respect to any such image, logo or name.
You agree to defend, hold harmless and indemnify ADNAVEM and its affiliates, directors, officers, employees, and agents from and against any claims, costs (including properly incurred legal costs and other advisers’ fees), damages, expenses, liabilities and losses, that (i) arise in any manner whatsoever in relation to your activities on the Services, (ii) assert a violation by you of any term of these Terms; or (iii) assert that any content you submitted to the Services violates any law or infringes any third party right, including any intellectual property or privacy right.
16. Limitation of Liability
16.1 ADNAVEM does not endorse and has no control over (i) any information submitted by a User on the Services, (ii) the truth or accuracy of any Transport Service or (iii) the performance or conduct of any User or third party. ADNAVEM cannot guarantee the authenticity of any data which Users may provide about themselves. You acknowledge that all content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.
16.2 To the fullest extent permitted by applicable law ADNAVEM, its officers, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers or licensors shall not be liable to Users or any third party for any direct damages, indirect damages or any other damages of any kind, including but not limited to lost data, lost capital, lost profits, lost income, lost revenue, business interruption, damages for goodwill, procurement of substitute services, arising out of or in connection with these Terms or the use or inability to use the Services.
16.3 To the extent ADNAVEM is liable to you for any damages, ADNAVEM’s aggregate liability to you, whether for negligence, breach of contract or any other cause of action or omission shall be limited to the aggregate Service Fees that you have paid to ADNAVEM during the twelve (12) months preceding the event causing the damage. In no case shall ADNAVEM be liable to compensate or make any payment to you in excess of a total of twenty-five (25) price basic amounts under the Swedish Social Insurance Code (Sv. tjugofem (25) prisbasbelopp enligt Socialförsäkringsbalken, SFS 2010:110) notwithstanding the theory of recovery or the number of claims or liabilities.
16.4 You are solely responsible for your interaction with other Users or third parties through the Services. ADNAVEM is not responsible of any disputes between you and other Users or third parties and shall not be involved in such disputes.
17.1 These Terms, including ADNAVEM’s at any time applicable policies, are the entire agreement between you and ADNAVEM with respect to the Services, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and ADNAVEM with respect to the Services.
17.2 If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
17.3 The failure of ADNAVEM to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
17.4 ADNAVEM shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond ADNAVEM’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference).
17.5 These Terms are personal to you, and are not assignable, transferable or sublicensable by you except with ADNAVEM's prior written consent. ADNAVEM may assign, transfer or delegate any of its rights and obligations hereunder without consent.
17.6 No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect.
17.7 All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
18. Updates and Modifications
18.1 You acknowledge and agree to that ADNAVEM reserves the right, at its sole discretion, to modify or replace any of the terms in these Terms (including Service Fees), or change, suspend, or discontinue the Services (including without limitation, to make any modifications to the Services or particular features such as bug fixes, optimizations, improvements to the interface, etc.) at any time. ADNAVEM will inform you by posting a notice on your Account or by sending you an email.
18.2 ADNAVEM will provide you with notice of the modifications of the Terms at least thirty days before the date they become effective. If you disagree with the revised Terms, you may terminate these Terms with immediate effect. It is your responsibility to check these Terms periodically for changes. Your continued use of the Services following the date the revised Terms becomes effective constitutes an acceptance of those changes. Notwithstanding the preceding sentences of this section, no modifications to these Terms will apply to any dispute between you and ADNAVEM that arose prior to the date of such modification.
19. Disputes and governing law
19.1 The Terms and any non-contractual obligations arising out of or in connection with it shall be governed by and construed and interpreted under the laws of Sweden, excluding its conflict of law rules.
19.2 Any dispute, controversy or claim arising out of or in connection with these Terms or any non-contractual obligation arising out of or in connection with these Terms, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce.
19.3 The seat of arbitration shall be Göteborg and the language to be used in the arbitral proceedings shall be English. We and you shall not without compelling reasons disclose information about the negotiations, mediation or arbitration proceedings under these Terms, or information about the existence or content of an arbitration award that results from a dispute under these Terms.
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