1.1 Accept is an acceptance of the Quote submitted by the Carrier.
1.2 CMR is the Convention on Contracts for the International Carriage of Goods by Road (Geneva, 1956).
1.3 Freidesk is Freidesk UAB, a company registered in the Register of Legal Entities of the Republic of Lithuania, code of legal entity 304988879.
1.4 Cargo transportation contract is the cargo transportation contract between the Shipper and Carrier concluded using the Platform, of which the special part is the Order and other terms and conditions are set out in these Rules.
1.5 Cargo is the products or items provided to transport in Shippers’ Order.
1.6 Route is cargo transportation route from cargo acceptance (loading) place to cargo delivery (unloading) place.
1.7 User is a Shipper or Carrier the registration of which is confirmed by the Platform.
1.8 Discount is the Cargo transportation price discount of a Carrier to Freidesk for using the services provided in Platform.
1.9 Quote is the cargo transportation offer submitted by the Carrier to the Shipper through the Platform.
1.10 Platform is the system (software) developed and maintained by Freidesk and related technologies accessed by domain name freidesk.com that provides an opportunity to the Shipper to use various electronic services related to cargo transportation provided by Freidesk.
1.11 VAT is value added tax.
1.12 Contract is these Cargo transportation rules, User regulations, other conditions and rules referred to in these Cargo transportation rules, their annexes, amendments and contract.
1.13 Order is the cargo transportation order submitted by Shipper by completing the Order form throught the Platform.
1.14 Confirmed Order is the Order generated by the Platform and confirmed by the Carrier, confirming the Shipper’s acceptance and specifying the essential conditions of cargo transportation (i.e. Shipper, Carrier, cargo quantity, weight, route, loading and unloading date and time, special transportation requirements, etc.).
1.15 Shipper is the registered Platform user who submits an Order through the Platform and concludes a Cargo transportation contract with a Carrier.
1.16 Carrier is the registered Platform user who submits a Quote through the Platform and concludes a Cargo transportation contract with a Customer.
1.17 Marketplace order is the cargo transportation order submitted by Shipper and confirmed by the Carrier, which is not partner of the Shipper.
2.1 Freidesk provides the Users with an opportunity to order and provide cargo transportation services by road and conclude cargo transportation contracts using a Platform.
2.2 If the parties cannot agree on the application of CMR according to local legal regulation, CMR and legislation of the country where the Cargo is transported must be applied to cargo transportation contract.
2.3 Users conclude Cargo transportation contract in accordance with the procedure set forth in Chapter 3 of the present Rules.
2.4 The parties are aware that Freidesk does not deliver the cargo. Freight transportation is provided by the Carriers registered in a Platform. Freidesk does not guarantee that the participating Carriers will submit their Quotes to the Shipper according to the provided Order.
2.5 The Carrier confirms that the Offer submission to the Customer is not considered as acceptance of Customer’s offer and the Customer is not obliged to accept the Carrier’s offer even if it is the only one submitted offer.
2.6 The User obliges Freidesk to mediate and perform all actions, submit and sign documents, applications, contracts, claims related to cargo transportation, as well as settlement of disputes between the Carrier and Customer. The User agrees that Freidesk is entitled to review the orders, offers, accepts, performance of obligations assumed by Cargo transportation contract and mutual communication in a Platform upon execution of Contract, as well as in case of dispute or claims on obligation performance.
2.7 The parties agree that all payments for Cargo transportation shall be made via Freidesk, including the charges and forfeit for certain breaches of Cargo transportation contract. The parties agree that the Customer shall not pay to the Carrier directly and any mutual debt offset are not possible between the Customer and Carrier.
3.1 In order to conclude the Cargo transportation contract, the Customer shall complete the Order form in a Platform and submit the Order for execution. After having received a notification about Order submission, it is considered submitted. Fill all necessary fields in the Order form. The Customer must complete the Special cargo transportation conditions, if any. The Customer is liable for non-submission of information or submission of false information.
3.2 The Carriers submit the Cargo delivery offers to the Customer by completing and submitting the Offer form, specifying the Cargo loading and unloading time, as well as Freight price that must include all charges and any other costs, including Freidesk commission fee and other fees without VAT.
3.3 After having received a notification of Offer submission via Platform, the submission is considered made.
3.4 The Customer accepts one suitable Offer of all received Offers.
3.5 The Accept is considered made, after having received a notification about Accept submission. The Accept is considered invalid, if it was submitted after the expiration of Offer validity.
3.6 After having received the Shippers’ acceptance, the Carrier must confirm the offer in 30 minutes by responding to the Accept.
3.7 If the Carrier confirms the accepted Offer, the Cargo transportation contract is considered concluded and becomes binding on the Customer and Carrier. The Platform generates Order ID that is an integral part of Cargo transportation contract. The User confirm it agrees with rights and obligations set forth in Cargo transportation contract, as well as other conditions, they are clear and understandable and, upon conclusion of Contract, they assume the rights and obligations set forth in the present Rules and Cargo transportation contract.
3.8 Any amendments the Confirmed Order (changes of cargo delivery and unloading address, recipient, etc.) shall be made via Platform only.
3.9 After having received the Order amendments, the Carrier must confirm the received amendments via Platform, if the Cargo is not delivered to the address specified in Cargo transportation contract. The amendments are considered received when the Shipper receives Carrier’s confirmation on amendments of Order conditions. The change of cargo delivery address is not possible, if the cargo is already delivered to the address specified in Confirmed Order.
3.10 The mutual claims of the Shipper and Carrier regarding non-execution or improper execution of Cargo transportation contract, cargo damage or loss must be submitted via Platform in cases, when the payer for the order is Freidesk. The statement of claims via correspondence of parties in Platform shall be equated to official statement of claim.
4.1 To create User account, process the Orders submitted by Customer, offers of carriers and Accepts of Customer, mutual claims of Customer and Carrier, and submit delivery documents to Carrier, in order to create opportunities for the User to register in Platform.
4.2 To make efforts the Platform is available 24 hours a day, 7 days a week, except the advance suspension due to Platform improvement or maintenance works, which will be notified in advance to the User.
4.3 To ensure to reduce the risk of full Platform operation malfunction, take preventive measures to backup the data and take other measures to avoid data loss.
4.4 In case of software system failure, to ensure the offered cargo transportation services are carried out regardless of the possible failures.
4.5 To consult the Shipper regarding the completion of order and transportation documents as much as it is related to organisation of cargo transportation.
4.6 To generate Confirmed Order, ensure the possibility to users to add all necessary documents to the Order, and submit information necessary for the performance of customs and other formalities to enable the Carrier to perform its obligations properly under the Cargo transportation contract. The services provided by Freidesk do not include any provisions of services related to customs procedures and completion of their related documents.
4.7 To submit information to the Shipper about the movement of Cargo during the entire Cargo route, upon Shippers’ request.
4.8 To employ the third parties to fulfil its obligations under these Rules properly.
4.9 To implement and maintain proper technical and organisational means to protect the user content and its software against accidental or unlawful destruction, loss, amendment, unlawful disclosure or access („safety measures“). These safety measures will consider the newest methods, implementation costs and nature of data processing, field of application, objectives and protection of individual persons’ data.
4.10 By the present Contract, the User shall undertake Freidesk to perform all necessary actions, complete, sign and submit all necessary documents related to Cargo transportation and its organisation, to act on User’s behalf, and represent it in all companies, institutions and organisations.
4.11 To represent the User in submitting the claims and requests to the Carrier and Shipper regarding the executions of Cargo transportation contract, compensation of losses and payment of forfeit.
4.12 To create opportunities for the User to evaluate and comment on the execution of obligations of carriers and customers in a Platform. Freidesk reserves the right to refuse to publish, edit or remove unfavourable comments, if such comments are offensive, indecent, discloses confidential information or trade secrets, or mentions personal data. Freidesk has a right to publish the evaluation, comments, feedback and general evaluation rating in a Platform. The User acknowledges that evaluation is an independent evaluation of other Users and it does not have any mandatory legal impact. Neither Freidesk, nor the Users assume any liability for the User due to any incurred costs related to evaluation and rating. Freidesk uses the User comments exceptionally and the latter has an exceptional rights and interests related to user comments. The User does not have a right (directly or indirectly) to publish, promote, copy, use, share or otherwise use User comments without prior written consent of Freidesk. It has been made clear to the User that the number of orders available to it and the number of possible offers may depend on the rating.
4.13 To protect any information received during service provision, including but not limited to Order conditions, contact details, commercial offers, service prices, personal data of employees, conditions of concluded Cargo transportation contracts, other confidential information and trade secrets.
5.1 To provide the Carrier with all documents necessary to transport the cargo, bill of lading and all information necessary to execute the Cargo transportation contract properly.
5.2 To fill all transportation documents clearly.
5.3 To provide the Carrier with cargo packed in accordance with the requirements for cargo transportation vehicles at the time provided in the order. To ensure the proper preparation, packaging, marking and reinforcement of cargo according to its technical conditions and standards; to organise the cargo loading, unless the Parties agree otherwise in writing.
5.4 To ensure the procedures of vehicle loading, unloading and document preparation procedures take less than 4 (four) hours. If the vehicle is provided for loading and unloading timely, the weekends and (or) holidays shall be included into unusual downtime of the vehicle. To fulfil all requirements of vehicle driver regarding the rational arrangement of the cargo in a vehicle during loading.
5.5 To resolve any issues with border and customs services regarding cargo export, transit and import in case of overload, convoy, shortage and (or) incorrect completion of transport documents related to the cargo at its own and at its own costs. The detention of vehicle due to above-mentioned reasons for a period longer than 4 (fours) hours is equated to unusual downtime of the vehicle.
5.6 To pay all fees and charges that must be paid for certain customs procedures.
5.7 To inform in a Platform immediately if the Carrier delays to deliver the vehicle for loading, the delivered vehicle is not suitable to transport the cargo specified in the Order, the cargo delivery is delayed, the time of vehicle delivery for Cargo loading and actual Cargo loading.
5.8 To cancel the Order at least 12 hours prior to arrival to loading place.
5.9 To pay in accordance to the present Rules.
5.10 To protect any information received during execution of Cargo transportation contract, including but not limited to commercial offers, service prices and contacts of the Carriers, personal data of Carrier and Freidesk employees, conditions of concluded Cargo transportation contracts, other confidential information and trade secrets, as described by legislation.
5.11 To use only secure means and devices for electronic communications and data transfer, do not transfer login codes, passwords and do not provide other access to third parties.
5.12 Add company’s terms and conditions when placing the order according to which claims would be solved. If a shipper adds terms and conditions to the order it has priority over terms and conditions noted by Freidesk.
6.1 To transport the Cargo according to Shippers’ Order and other conditions agreed with the Shipper via Platform;
6.2 To provide necessary and properly prepared vehicle, have all permits and licenses for cargo transportation that must be used by the carrier; the shortage of transport documents (TIR carnet, CMR, ADR, etc.) or provision of improper vehicles shall be equated to non-provision of vehicle;
6.3 To transport all undamaged cargo to destination and transfer it to specified person according to bill of lading and documents received at the places of loading and customs documents preparation at the time provided in the Confirmed Order;
6.4 To verify whether the cargo documents and bills of lading are completed properly, the provided information is comprehensive and correct. If the Carrier determines the improper completion of documents, it must inform the Shipper via Platform immediately.
6.5 To submit valid civil liability insurance (CMR) of the carrier;
6.6 By Customer’s or Freidesk request, to inform about cargo movement in all cargo transportation route;
6.7 To secure the cargo properly. If the damage of cargo or its package is determined during unloading and CMR does not state that the driver is not allowed to attend the loading process, the Carrier shall be liable for losses.
6.8 To ensure the cargo security. If necessary, to stop in secure parking lots only. “Secure parking lot“ is fenced, video monitored, lighted parking lot with controlled entrance and exit.
6.9 Do not transfer the cargo for transportation to other Carrier.
6.10 To compensate all damage of Freidesk incurred due to failure to fulfil the obligations or their improper fulfilment under the procedure set forth by these Rules and Civil Code of the Republic of Lithuanian (hereinafter − CC). The Carrier’s liability is not limited and the Carrier shall compensate losses incurred by Freidesk and Customer due to improper fulfilment of obligations or Cargo transportation contract.
6.11 To inform Freidesk and Customer via Platform immediately about all circumstances during loading, transportation and unloading of Cargo, customs procedures, delays, accidents, other events and obstacles that may impact the proper fulfilment of obligations under the Rules, terms of cargo delivery or endanger the cargo safety;
6.12 To inform Freidesk and mark in a Platform if the Customer fails to provide the Cargo for transportation on time, as well as time of cargo loading and unloading.
6.13 Provide (upload) scanned waybill (CMR) in the Platform with the signature (stamp) of the cargo receiver, confirming completed transportation according to specific order. If Shipper requests, provide one original waybill with receiver stamps and/or signatures to the Shipper. In case Carrier does not provide Shipper with the original waybill upon request, Carrier is responsible for covering reasonable Shipper and/or Freidesk losses that arise from the situation.
6.14 To protect any information received during execution of the Contract and Cargo transportation contract, including but not limited to order conditions, Customer contact details, personal data of Customers’ and Freidesk employees, conditions of concluded Cargo transportation contracts, other confidential information and trade secrets, as described by legislation.
6.15 To use only secure means and devices for electronic communications and data transfer, do not transfer login codes, passwords and do not provide other access to third parties.
7.1 Freidesk issues an invoice to the Shipper for cargo transportation within 1 (one) day after the Customer confirms the Order execution and receipt of accompanying documents (for instance, CMR bill of lading) via the Platform. The Shipper informs Freidesk about any inaccuracies in an invoice immediately but no later than within 3 (three) business days.
7.2 The invoice specifies the cargo transportation services prices provided in Confirmed Order and other fees payable under the present Rules.
7.3 All settlements between the Shipper and Freidesk must be made by bank transfer.
7.4 The Shipper shall pay Freidesk invoice within 30 (thirty) days after the date of invoice receipt. The invoice is considered paid when Freidesk receives money in bank account. The Shipper shall pay the bank costs.
7.5 If the Shipper delays to pay, it shall pay 0,1 % (one tenth of percent) delay charges to Freidesk for each day of delayed payment.
8.1 Freidesk shall generate the Carrier’s invoice for provided services in a Platform, as well as specifies the transportation price and discount within at least 1 (one) day after the Customer’s confirmation of Order execution and receipt of accompanying documents (for instance, CMR bill of lading) via Platform. Invoice shall also specify the other fees provided by these Rules. The Carrier shall inform Freidesk about any inaccuracies in an invoice immediately but no later than within 3 (three) business days.
8.2 Freidesk shall pay the Carrier for cargo transportation:
- in marketplace order case - by bank transfer within 45 (forty-five) calendar days after the invoice issuance and submission of bill of lading with cargo recipient stamp or signature meaning that the cargo specified in Order ID has been successfully delivered to the agreed destination.
- in partner’s order case - by bank transfer within agreed payment terms between both parties after the invoice issuance and submission of bill of lading with cargo recipient stamp or signature meaning that the cargo specified in Order ID has been successfully delivered to the agreed destination.
8.3 If Freidesk delays to pay by the terms in Freidesk invoices, it shall pay 0,1 % (one tenth of percent) delay charges to the Carrier for each day of delayed payment.
9.1 The Parties shall be liable for non-execution or improper execution of obligations assumed by the present Contract. If the Party fails to execute the assigned obligations or executes them improperly, it must compensate the losses incurred by the other Party.
9.2 Freidesk shall cover direct losses of the user incurred due to improper execution of the Contract that are not larger than the price of Cargo transportation contract.
9.3 If Carrier doesn’t pay success fee to Freidesk (had commercial relations with the Shipper before registering on the Platform and joined the Platform as a partner with the right of using it for free), Freidesk does not take any risk and responsibility for late payments of the Shipper for the Orders completed by such Carriers (Shipper partners), for refusing to pay or for inability to pay for the Order because of any other reasons. In situations like that Carrier doesn’t have the right to claim anything from Freidesk and is responsible for claiming the payable amounts directly from the Shipper.
9.4 The mutual liability of the Carrier and Customer is defined by CMR or local legislation of the country where the transportation was made, if CMR cannot be applied due to application of mandatory legal norms.
9.5 The Carrier shall be liable for the full or partial loss of the cargo or its damage from the cargo acceptance for transportation until its transfer, as well as for late delivery of cargo.
9.6 If the Carrier losses or damages part or full cargo, it must compensate losses of the Customer and/or Freidesk for lost or damaged cargo, including but not limited to cargo value, payment for transportation, customs duties, other payments related to transportation and forfeit. The Carrier is aware that the Cargo value exceeds SDR norms defined in Article 23 of CMR Convention; cargo value is provided in Confirmed Order and (or) accompanying documents; the additional payment supplement for transportation that changes the cargo value and exceeds the limit defined in Article 23 of CMR Convention is included in the total transportation price (20 percent of value); the Carrier confirms the cargo value is known and clear.
9.7 The Customer shall undertake to pay 5 Euro hourly fee for vehicle downtime if the Cargo or its necessary documents, Cargo loading or unloading is delayed more than 2 hours.
9.8 If the Carrier delays to deliver the vehicle to load the cargo at the time specified in Order ID, it shall pay 5 Euro downtime fee for each delayed hour.
9.9 If the Customer fails to provide the Cargo for transportation or withdraws from Cargo transportation contract, the Customer shall pay the Contract non-execution fee equal to 20% of order value, but no less than 50 Euro.
9.10 If the Carrier fails to provide vehicle for cargo transportation and/or withdraws from Cargo transportation contract execution, it shall pay the Contract non-execution fee equal to 20% of order value, but no less than 50 Euro.
9.11 If the Carrier misses the cargo delivery term, it shall pay 5 Euro delay commission fee for each delayed hour.
9.12 The payment of fees or delay charges for the breach of contractual obligations provided herein does not exempt the guilty Party from compensation of losses to injured Party in the scope and procedure provided herein.
9.13 The User understands and agrees that the Platform may be temporarily unavailable or inactive during periodic technical maintenance procedures or repair considered necessary by Freidesk by warning to the User and the User would not make any claims to Freidesk regarding that. Freidesk shall not be liable for the failure to provide access to Platform due to temporary system failures, unlawful actions of third parties, any failures of User equipment or systems or other actions that are beyond Freidesk control.
9.14 If it turns out the information provided during User registration or conclusion of Cargo transportation contract was false, the individual person who provided information and/or concluded the Contract when representing the User shall be jointly and severally liable with the User for full execution of the Contract and incurred losses. In case of condition provided herein, it is considered the person who signed the Contract on behalf of the User guarantees for the User and is jointly liable until full execution of obligations according to Contract or Cargo transportation contract.
10.1 Disputes and disagreements arising between Freidesk and User shall be settled by mutual negotiations. If the Parties cannot agree, each dispute, disagreement or claim arising out of the present Contract or relating to it must be settled under the procedure set forth in the laws of the Republic of Lithuania by seat address of Freidesk.
10.2 All disputes and disagreements between the Customer and Carrier regarding execution of Cargo transportation contract and (or) specific orders, must be settled by negotiations. If the Parties fail to agree, all disputes and disagreements arising out of Cargo transportation contract or conclusion or relating to it must be settled under the procedure set forth by legislation by claimant’s seat address.
10.3 The law of the Republic of Lithuania is applicable to these Rules.
11.1 The Contract is considered concluded when User registers in the System and Freidesk confirms its registration. The absence of signatures or stamps of the Parties shall not make the Contract invalid.
11.2 The Contract shall be valid indefinitely.
11.3 The Contract may be terminated by mutual agreement of the Parties.
11.4 Freidesk is entitled to terminate the Contract unilaterally by notifying the Customer 3 (three) calendar days in advance, if the Customer:
11.4.1 breaches the obligations provided for in the Rules for two or more times;
11.4.2 delays the payment to Freidesk more than 5 (five) days;
11.4.3 provided false information about it during registration or later, fails to provide information related to proper execution of Freidesk obligations or Cargo transportation contract;
11.4.4 The insolvency procedures (bankruptcy, restructuring) are initiated, property liens are applied or forced debt recovery procedures are initiated in respect of the Customer, its financial condition deteriorates and it cannot fulfil contractual obligations.
11.5 Freidesk is entitled to terminate the Contract unilaterally by notifying the Carrier 3 (three) calendar days in advance, if the Carrier:
11.5.1 breaches the obligations provided for in the Rules and Cargo transportation contract for two or more times;
11.5.2 delays the payment to Freidesk more than 5 (five) days;
11.5.3 provided false information about it during registration or later,
11.5.4 fails to provide information related to proper execution of Freidesk obligations or Cargo transportation contract;
11.5.5 failed to provide valid insurance of Carrier civil liability (CMR);
11.5.6 The insolvency procedures (bankruptcy, restructuring) are initiated, property liens are applied or forced debt recovery procedures are initiated in respect of the Carrier, its financial condition deteriorates and it cannot fulfil contractual obligations.
12.1 Freidesk is entitled to amend these Rules, other Freidesk policy or guidelines by informing 3 days in advance. The clarified Rules are published in website by specifying the date of amendment. Any amendments shall come into force after the date of Rules publication. The continuous use of Platform or any services provided by Freidesk by the User is considered a consent to amended Rules and their conditions.
12.2 Freidesk is entitled to change the Platform or Services or their any part at any time, without warning and any liability temporarily or permanently. Freidesk can modify the services provided in Platform due to any reasons, including but not limited to provision of new features, implementation of new rules, support of compatibility with new standards or compliance with legislation requirements.
12.3 All notifications, requests, other documents or correspondence are submitted to Freidesk and (or) User via Platform or by email. The notifications dispatched on business day before 4:00 PM are considered delivered on the same day. The notifications dispatched on business day after 4:00 PM are considered delivered on the next day.
12.4 The User shall undertake to inform Freidesk by email about the change of User name, surname, title, email address, residence / seat address, account number or other information provided in a Platform immediately but no later than within 3 (three) business days.
12.5 If the Parties transfer any data of the company or employees, the Parties shall undertake to ensure these data are processed according to General Data Protection regulation (GDPR). Freidesk shall undertake to manage the data according to the rules of User registration. Upon conclusion of the Contract, the User confirms it is aware of rules of User registration and undertakes to comply with them.