Optimise Logistics

This Terms of Use of Service Agreement governs the access or use by you, as a Carrier, of applications, websites, content, products, and services (the “Services”) made available by Optimise Logistics Limited (“Optimise”), a private limited liability company established in Ireland, having its offices at Unit 1, CHQ Building, Dublin 2, Ireland, registered in Ireland as 593319 and 034059 in the United Kingdom.

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES.

YOUR ACCESS AND USE OF THE SERVICES CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS, WHICH ESTABLISHES A CONTRACTUAL RELATIONSHIP BETWEEN YOU AND OPTIMISE. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE PROHIBITED FROM ACCESSING AND USING THE SERVICES.

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

Our privacy policy details how we collect, use and disclose your information.

1. SERVICES
1.1 Subject to the terms of this Agreement, Optimise will use commercially reasonable efforts to provide the Carrier an online and mobile platform to connect Shippers with Carriers for the transportation of cargo whereby Shippers are able to submit requests for transportation to Carriers. Carriers can accept such requests and all transport movements can be tracked.

1.2 Optimise does not evaluate the appropriateness, legality, regulatory compliance, quality or the ability of any Shipper or shipped items booked through the Optimise platform. Optimise makes no warranty regarding the same.

1.3 Shipments entered and acceptable to Optimise are listed and allocated to potential Carriers. Postings may be cancelled at any time prior to Carrier acceptance. Carriers can view shipments presented to them and accept the shipment via the Optimise webpage. Once accepted by the carrier and confirmed by Optimise, the shipment is assigned to You to provide transportation services. Optimise notifies the shipper that the shipment has been assigned to You. Optimise does not guarantee that the carrier’s attempt to accept the shipment will be successful.

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

1.5 Transport fees stated in Optimise and agreed to by your acceptance of Shipments include the following; transportation of the cargo from origin to destination, all fuel costs, tolls, ferry charges or other expenses related to the operation or maintenance of your equipment; and any other specialized services or equipment contemplated in the load tender including, but not limited to amounts for refrigerated trailers, lift-gate provision, loading and unloading, etc.

1.6 On completion of a shipment, you shall post to the Optimise platform via the app a proof of delivery signed by the authorized recipient within 24 hours of delivery.

1.7 Optimise via their webpage and mobile app provide mapping, such routing information is not instructional or mandatory and the carrier is advised to use their own routing expertise and services. See 9. Location Information.

1.8 As part of the registration process, you will identify an administrative username and password for your Optimise account. Optimise reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

2. USER CONTENT
2.1 User content includes the information provided by You as a Carrier in shipping request or acceptance. User content also means all data, textual, audio/visual, ratings and reviews that You as a user submit to Optimise by using the service. You acknowledge and agree that you are solely responsible for all User Content that you make available through Optimise. Accordingly, you represent and warrant that your User Content does not violate any provision of this agreement. You represent and warrant that you either are the sole and exclusive owner of all User Content that you make available through the Optimise or you have all rights, licenses, consents and releases that are necessary to grant to Optimise the rights in such User Content. You may not state or imply that your User Content is in any way provided, sponsored or endorsed by Optimise. You acknowledge and agree that Optimise is not responsible for any loss or damage resulting from anyone’s use or reliance on User Content and Optimise makes no guarantees regarding the accuracy, completeness, suitability, or quality of any User Content, and assumes no responsibility for any User Content.

3. RESTRICTIONS AND RESPONSIBILITIES
3.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between You and Optimise, constitute you an agent for Optimise, or authorize You to make or enter into any commitments expressed or implied for or on behalf of Optimise. You confirm You are acting on your own behalf and not for the benefit of any other person

3.2 Carrier enters into this agreement as and shall continue to be, an independent contractor. All Services shall be performed only by carrier and carrier’s employees. Under no circumstances shall carrier, or any of carrier’s employees, look to Optimise as his/her employer, or as a partner, agent or principal. Neither carrier nor any of carrier’s employees shall be entitled to any benefits accorded to Optimise’s employees, including without limitation worker’s compensation, disability insurance, vacation or sick pay. The carrier shall be responsible for providing, at carrier’s expense, and in carrier’s name, unemployment, disability, worker’s compensation and other insurance, as well as licenses and permits usual or necessary for conducting the Services.

3.3 You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Optimise or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to you for use on your premises or devices, Optimise hereby grants you a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.

3.4 You represent the covenant and warrant that you will use the Services only in compliance with Optimise’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. You hereby agree to indemnify and hold harmless Optimise against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from your use of Services. Although Optimise has no obligation to monitor your use of the Services, Optimise may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

3.5 You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, mobile phones, and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent.

4. SUBCONTRACTORS
4.1 THE CARRIER MAY NOT SUBCONTRACT OR OTHERWISE DELEGATE THE PERFORMANCE OF THE SERVICES OR ANY PART THEREOF TO A THIRD PARTY WITHOUT THE WRITTEN PERMISSION OF OPTIMISE AND THE SHIPPER.

4.2 Notwithstanding clause 4.1, the Carrier shall:

4.2.1 Always remain the first carrier under this agreement and in relation to all Shipments; and

4.2.2 Not subcontract or otherwise delegate the performance of the Services to any third party that is set out on the Prohibited List.

5. INDUSTRY T&C’S
In addition to the terms of this agreement, the carrier acts under the below industry terms and conditions in the following jurisdictions:
UK domiciled Shippers – RHA
The Republic of Ireland domiciled Shippers – IRHA
EU domiciled Shippers – CMR

You agree to conduct business with Optimise under these terms.

6. INSURANCE
6.1 During the term of this agreement the Carrier shall maintain in force such cargo insurances and relevant thresholds stipulated by RHA, IRHA or CMR terms, with an insurance company maintaining a rating of B+ or higher, acceptable to Optimise.

6.2 Notwithstanding clause 6.1, the Carrier will obtain and maintain enhanced insurance policies in relation to a Shipment at the express written request of Optimise for the duration of that Shipment and failure to do so will be deemed to be a material breach of this agreement.

6.3 The Carrier shall, at any time and on Optimise’s request, produce the insurance certificate giving details of cover, a schedule of insurance and the receipt for the current year’s premium.

6.4 You hereby agree that you shall remain “first carrier” irrespective of whether you subcontract the Services to a third party or not.

6.5 You confirm that during the term of this agreement you shall maintain in force auto, employee and public insurances with an insurance company maintaining a rating of B+ or higher, acceptable to Optimise.

6.6 You will ensure Optimise is provided notice of cancellation or modification of any insurance required under this agreement at least 30 days in advance of any cancellation or modification of the required insurance.

6.7 YOU WILL NOT PROVIDE SERVICES UNDER THIS AGREEMENT AT ANY TIME THAT YOU ARE NOT IN COMPLIANCE WITH THESE OBLIGATIONS RELATED TO INSURANCE.

7. CONFIDENTIALITY; PROPRIETARY RIGHTS
7.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Optimise includes non-public information regarding the site, mobile app, features, functionality, patents, computer software and servers that provide the performance of the Service. Your proprietary Information includes non-public data provided by You to Optimise to enable the provision of the Services (“Your Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in the performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

7.2 You shall own all right, title and interest in and to Your Data, as well as any data that is based on or derived from Your Data and provided to You as part of the Services. Optimise shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

7.3 Notwithstanding anything to the contrary, Optimise shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Your Data and data derived therefrom), and Optimise will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Optimise offerings, and (ii) disclose such data solely in aggregate or other de-identified forms in connection with its business. No rights or licenses are granted except as expressly set forth herein.

8. NON-SOLICITATION
You shall not initiate or accept shipments from any Shipper, nor pursue any business you first became aware of due to Optimise, for 12 months after the termination of your account with Optimise. Optimise reserves the right to terminate your Account or this Agreement in its sole discretion for a breach or suspected breach of this Section.

9. LOCATION INFORMATION
9.1 Location data provided by the Service is for basic location purposes only and is not intended to be relied upon in situations where precise location information is required or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage, or other loss. Optimise and its content providers, does not guarantee the availability, accuracy, completeness, reliability, or timeliness of location data displayed by the Services, whether provided by Optimise, third party content providers, or Users.

9.2 Geolocational data that you upload, make available, 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.

10. THIRD PARTY SITES
10.1 The content of other websites, services, goods or advertisements that may be linked to this website is not maintained or controlled by Optimise. Optimise is therefore not responsible for the availability, content or accuracy or privacy practices of other websites, services or goods that may be linked to, or advertised on, this website.

10.2 Where this website contains hyperlinks to websites operated by third parties these linked websites are not under the control of Optimise and Optimise is not responsible for the contents of any linked website. Optimise provides these hyperlinks to you for convenience only and the inclusion of any link does not imply any endorsement of the linked website by Optimise. You link to any such website entirely at your own risk.

11. PAYMENT OF FEES
11.1 In consideration of the provision of the Services by the Carrier under this agreement, Optimise Logistics shall pay the relevant charges to the Carrier in relation to the Shipment.

11.2 Optimise shall pay the Carrier within 30 days from the end of the month in which it received undisputed POD documentation to a bank account nominated in writing by the Carrier.

11.3 Optimise Logistics may, at any time, with prior written consent from the Carrier (such consent not to be unreasonably withheld, delayed or conditioned), set off any liability of the Carrier to Optimise against any liability of Optimise to the Carrier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this agreement. If the liabilities to be set off are expressed in different currencies, Optimise Logistics may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by Optimise of its rights under this clause shall not limit or affect any other rights or remedies available to it under this agreement or otherwise.

12. PUBLICATION OF INFORMATION & FEEDBACK
12.1 Optimise is permitted to identify you as a customer or user of Optimise Logistics and to publish your name and logo on Optimise’s website and in any other marketing materials.

12.2 Feedback and suggestion. If you provide Optimise with any feedback, ideas or suggestions regarding the Services (“Feedback”), you hereby assign to Optimise all rights in such Feedback and agree that Optimise shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate.

13. TERM AND TERMINATION
13.1 This Agreement will remain in full force and effect while you use the Service.

13.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. You will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Optimise will make all Your Data available to you for electronic retrieval for a period of thirty (30) days, but thereafter Optimise may, but is not obligated to, delete stored Your Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

14. WARRANTY AND DISCLAIMER
Optimise shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Optimise or by third-party providers, or because of other causes beyond Optimise’s reasonable control, but Optimise shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, OPTIMISE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND OPTIMISE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

15. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, OPTIMISE AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND OPTIMISE’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO OPTIMISE FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE IABILITY, IN EACH CASE, WHETHER OR NOT OPTIMISE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16. MISCELLANEOUS
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with Optimise’s prior written consent. Optimise may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and You do not have any authority of any kind to bind Optimise in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the United Kingdom without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and You otherwise agrees to reasonably cooperate with Optimise to serve as a reference account upon request.