DFA TERMS & CONDITIONS
DF Alliance is a subscription membership platform which enables members to connect with freight forwarders and provide networking opportunities. This website df-alliance.com is provided by DF Alliance FZE, owned by DP World. We are registered in the United Arab Emirates under Jebel Ali Free Zone Licence Number 183847 and have our business address at 5th Floor, Jafza 17, Jebel Ali Free Zone, Dubai, UAE. To contact us, please email firstname.lastname@example.org or telephone +1 888 66 00 703.
1. SUBJECT OF THE TERMS & CONDITIONS
1.1. The Terms & Conditions set forth the mutual relations of the Parties, connected with offering of “Digital Freight Alliance” membership which enables the Client to participate in all available services according to the most current version of the DFA “Membership Kit” found of the Digital Freight Alliance Website at www.df-allinace.com in exchange for payment to the Contractor (the “DFA Membership”) for the Services included within the DFA Membership as described herein below.
2. SUM OF THE CONTRACT AND PAYMENT PROCEDURE
2.1. The cost of the DFA Membership shall apply as per the Purchase Order signed between the Parties. Annual DFA Membership fees may not be increased by the Contractor by more than 3% annually without prior written Agreement between the Parties. DFA Membership fee increases must be notified to the Client in writing not less than sixty (60) days prior to annual renewal.
2.2. The annual DFA Membership payment shall be sent by means of bank wire transfer from the bank account of the Client to the bank account of the Contractor as set forth in this Contract. Payment is to be made prior to the commencement of the DFA Membership. For each subsequent year’s membership, an invoice will be issued on the renewal date, and shall be settled by the client within 30 days of the invoice date.
2.3. All relevant bank commissions and charges shall be covered by the Client at its own expense
3. DUTIES OF THE PARTIES
3.1. Contractor’s Duties
3.1.1. To provide the Client with the following services:
1) Logistics Explorer – A widget that can be placed on the Client’s own website to allow them to sell freight services online.
2) Container Tracking – A widget that can be placed on the Client’s own website to track containers globally using a container number or Bill of Lading number with participating carriers.
The services described in this clause 3.1.1 are referred to in this Contract as the “Services”.
In order to provide the Services, the following software will be integrated on the Client’s website with the use of IFrame technology:
a) Logistics Explorer – freight calculation tool, with access to booking system and rate management system
b) Container Tracking – online cargo tracking tool, aggregating data from multiple shipping lines
3) To make all reasonable efforts to provide the additional services available to the Digital Freight Alliance as per the most current Member’s kit available on the Digital Freight Alliance website at www.df-alliance.com
3.1.2. The Contractor undertakes to assist in integration of the Software on the Client’s website. The contractor agrees to provide a standard set of integrations, and is not obligated to adapt the standard integrations to the Client’s own internal systems. Any customizations required will require a separate Statement of Work (SOW) to be completed and agreed upon by the Parties, and the Client understands that customizations may be subject to additional cost.
3.1.3. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
3.1.4. Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any additional services to you, which will be set out in the relevant Membership Agreement.
3.1.5. We exclude all implied conditions, warranties, representations or other terms that may apply to our Site or any content on it.
3.1.6. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
- use of, or inability to use our Site;
- use of or reliance on any content displayed on our Site.
In particular, we will not be liable for:
- loss of profits, sales, business, or revenue;
- business interruption;
- loss of anticipated savings;
- loss of business opportunity, goodwill or reputation; or
- any indirect or consequential loss or damage.
3.1.7. We do not guarantee that our Site will be secure or free from bugs or viruses.
3.2. Duties of the Client
3.2.1. To timely pay the Contractor’s invoices in accordance with the terms and conditions of this Contract.
3.2.2. To refrain from transferring the Software as a whole or any part thereof developed by the Contractor to any third party in any form and at any time.
3.2.3. To supply and maintain on a minimum of a monthly basis their own origin / destination charges and freight rates for a minimum number of trade lanes to be agreed upon in writing with the Client’s Account Manager to be published on the SeaRates, AirRates, or LandRates platforms. The rates to be provided should cover modes of transportation agreed upon with the same Account Manager in writing.
3.2.4. To initiate discussions about potential business opportunities and collaborate with a minimum of five (5) users of the DFA Membership Services.
3.2.5. You are responsible for configuring your information technology, computer programmes and platform to access our Site. You should use your own virus protection software.
3.2.6. You must not misuse our Site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Site, the server on which our Site is stored or any server, computer or database connected to our Site. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Site will cease immediately.
4. TERMS AND CONDITIONS OF USING CONTRACTOR’S WEBSITE
4.1. The content of the pages of the Contractor’s Website is for the Client’s general information and use only. It is subject to change without notice.
4.2. The Contractor’s Website contains material which is owned by or licensed to the Contractor. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited without the express, written permission of Contractor.
4.3. The Client’s use of any information or materials on the Contractor’s Websites is entirely at the Client’s own risk, for which the Contractor shall not be held liable. It shall be the Client’s own responsibility to ensure that any products, services or information available through the Contractor’s Websites meet the Client’s own specific requirements.
4.4. Neither the Contractor nor any third parties hereby provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on the Contractor’s Websites for any particular purpose. The Client hereby acknowledges that such information and materials may contain inaccuracies or errors not due to the Contractor’s fault and the Contractor expressly excludes liability for any such inaccuracies or errors to the fullest extent permitted by applicable law.
4.5. All trademarks reproduced on the Contractor’s Websites, if any, which are not the property of, or licensed to the Contractor, are acknowledged on the Websites.
4.6. Unauthorized use of the Contractor’s Websites may give rise to a claim for damages and/or be a criminal offense.
4.7. From time to time the Contractor’s Website may also include links to other website(s). These links are provided for convenience and for general information only and do not signify that the Contractor endorses such website(s). The Contractor has no responsibility for the content of the linked website(s) except to the extent that such liability is expressly set forth in corresponding written agreements.
4.8.The Client shall not create a link to the Contractor’s Website from another website or document without the express, prior written consent of the Contractor. You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our Site in any website that is not owned by you. Our Site must not be framed on any other Site, nor may you create a link to any part of our Site other than the home page. We reserve the right to withdraw linking permission without notice.
4.9.The Client’s use of the Contractor’s Websites and any dispute arising out of such use of the websites is subject to the laws of UAE as further set forth in this Contract.
4.10.The Contractor, together with platforms under the name of SeaRates, AirRates and LandRates, are the part of DP World corporation, with the legal entity behind it, registered in Dubai – DP World Logistics FZE.
4.11. We amend these Terms from time to time. Every time you wish to use our Site, please check these Terms to ensure you understand the terms that apply at that time.
4.12. We may update and change our Site from time to time to reflect changes to our products, users' needs and our business priorities.
4.13. We do not guarantee that our Site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
4.15. We are the owner or the licensee of all intellectual property rights in our Site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
4.16. You may print off one copy, and may download extracts, of any page(s) from our Site for your personal use and you may draw the attention of others within your organisation to content posted on our Site.
4.17. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
4.18. Our status (and that of any identified contributors) as the authors of content on our Site must always be acknowledged.
4.19. You must not use any part of the content on our Site for commercial purposes without obtaining a licence to do so from us or our licensors.
4.20. If you print off, copy or download any part of our Site in breach of these Terms, your right to use our Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
4.21. The content on our Site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Site.
4.22. Although we make reasonable efforts to update the information on our Site, we make no representations, warranties or guarantees, whether express or implied, that the content on our Site is accurate, complete or up to date.
4.23. Where our Site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
4.24. We have no control over the contents of those sites or resources and we accept no liability for content or loss caused as a result of using such third-party sites.
5. PRIVACY AND DISPUTE RESOLUTION
5.1 To the extent these Terms & Conditions provides the Contractor the right to receive information concerning the Client’s customers, or to the extent that the Client provides the Contractor with personal information relating to any employees who are identified as contact persons or otherwise identified herein, the Client hereby agrees to have provided all relevant notices to such persons or obtained any consents required to enable the Client to share this information with the Contractor. The Contractor will only use the information in accordance with the provisions of this Contract or as otherwise stated at the time the Contractor collects such information. Any data provided may be maintained by the Contractor in data centers in the Ukraine and may be accessible by the Contractor’s global personnel as required for business purposes.
5.2 These Terms, their subject matter and their formation, are governed by the laws of the United Arab Emirates as applicable in Dubai and Dubai courts will have exclusive jurisdiction over any disputes.
5.3 In case of any disputes arising in connection with the performance by the Parties of these Terms & Conditions, the Parties shall use their best efforts and take all possible measures to settle such disputes by way of negotiations. In such case, the injured Party may submit a claim to the Party at fault within one month from the moment of reason that caused the dispute has arisen. The Party at fault shall respond to claim on the point within one month from the moment of claim’s receiving.
5.4 In the event of the failure to settle any disputes by way of negotiations, the Parties shall submit such disputes for the consideration of the relevant court in the UAE. All disputes between the Parties are to be decided on the basis of Laws of the UAE.
- Any membership agreement(s) that you enter into with us.
6. TERMINATION AND CANCELATION
6.1 Membership in the DFA will automatically renew for an additional twelve (12) month period unless a written cancelation notice is provided by either party to the other party a minimum of thirty (30) calendar days in advance.
6.2 Should the Client be found in breach of the DFA Membership requirements established under section three (3) of this Contract, a written notification will be submitted to the Client, and a reasonable remediation period to bring the Client into compliance shall be established. If the Client is still found to be in breach after the established remediation period, the Contractor reserves the right to declare this Contract null & void, and the pro-rated annual fees paid by the Client for services that will not be enjoyed shall be returned to the client within thirty (30) calendar days.
7. PERSONAL DATA PROTECTION
7.1 For the purpose of these Terms & Conditions , "personal data", "processing", "data subject", "data controller", "data processor" and "supervisory authority" shall have the meanings set out in the applicable data protection legislation. The Parties hereby acknowledge that it is inherent to the Services that the Parties may reveal personal data which are being presented through the Services and that may be shared with third parties. With regard to the personal data submitted by the Parties to each other which are recorded in databases and processed, the Parties hereby undertake to comply with the applicable data protection legislation. The Parties hereby warrant having received all prior, individual and necessary approvals and authorizations from its employees, contractors, sub-contractors and other third parties to allow the Parties to process personal data.
7.2 The Parties hereby acknowledge that it is inherent to the Services that the Parties may collect and process personal data of its employees, contractors, sub-contractors, users and/or third parties (including other customers) and they shall be qualified in this regard as a data controller and/or data processor. In this respect, the Parties warrants that they complies and shall comply with applicable data protection legislation in relation to all personal data processed by the Parties in respect of which they are a data controller and, if a Party processes personal data as a data processor, that the said Party has complied with all instructions from the data controller of such personal data. Furthermore, the Parties warrant that they fulfill all necessary requirements to inform data subjects of the processing of their personal data, including but not limited to the public notification with the competent authority where required under applicable data protection legislation. If applicable, the Parties shall ensure that their employees, ensigns, contractors, sub-contractors, users and other third parties are informed of the terms of the personal data protection and agree thereto.
8. FORCE MAJEURE
8.1 The Parties shall be released from the liability for non-performance or improper performance of the obligations hereunder if circumstances of insuperable force arise, such as: adoption by the public authorities regulatory acts which essentially prevent the performance of these Terms & Conditions, earthquake, flood, fire, typhoon, hurricane, military actions, restrictions of transportations, trade ban with certain countries due to application of international sanctions, as well as existence of other similar circumstances beyond the Parties' will (hereinafter – force majeure).
8.2 The Party affected by force majeure circumstances shall advise thereof the other Party within five calendar days following the day of their occurrence.
8.3 In case of force majeure circumstances, the deadlines for the Parties’ compliance with their undertakings under this Contract shall be extended pro rata the period of duration of such force majeure circumstances and/or their aftermath.
8.4 The Party referring to force majeure shall, to evidence its existence and impact, shall provide a document issued by a competent public authority or respective chamber of commerce and industry or its branch.
8.5 In case a force majeure event lasts for more than six months, each Party shall be entitled to rescind this Contract having returned to the other Party all the properties or funds received in advance for the purposes of fulfillment of this Contract before the date of its termination. Provided that neither Party shall demand to reimburse possible losses from the other Party.
9.1. The present Terms & Conditions will come in force on the date publication to the Digital Freight Alliance website at www.df-allinace.com and will be valid during one year from the date of publication, unless otherwise automatically prolonged.
9.2. Any amendments, addenda and appendices to the present Terms and Conditions as part of a signed Purchase Order between the Parties are considered as its integral part hereof and are valid only being made in writing and signed by duly authorized representative of both Parties and come in force from the moment of their signing.
9.3. Scanned, signed and stamped electronic copy of these Terms & Conditions and any accompanying Purchase Orders shall be considered valid by both Parties until such time as the Parties exchange their respective original copies hereof. All invoices issued by the Contractor and paid by the Client hereunder shall be deemed integral parts of these Terms & Condtions.
9.5. The parties agree and understand that these Terms & Conditions may be updated from time to time.
10. REFUND POLICY
10.1.All the membership fees are non-refundable and considered as a scope of services and opportunities given and granted 100% at the moment of payment.