1.1 Terms and Conditions – these Freidesk Platform Terms and Conditions.
1.2 Freidesk – UAB Freidesk, a company registered with the Register of Legal Entities of the Republic of Lithuania, legal entity code 304988879. Freidesk shall not qualify as Client, Carrier or Forwarder.
1.3 Platform – a system (software) and related technologies developed and maintained by Freidesk, which is available under the freidesk.com domain name and which enables Customer, Carrier, Forwarder, shippers, consignees, accounting firms or other partners to use a variety of cargo transportation-related electronic services provided by Freidesk.
1.4 Agreement – a Software as a Service Agreement to be concluded by and between Freidesk and Customer.
1.5 SaaS – an acronym for “software as a service” meaning the possibility for Customer to access the Platform on a subscription basis.
1.6 Customer – Client, Carrier, Forwarder, shipper, consignee, accounting firm or other partner whose registration is confirmed on the Platform.
1.7 Customer Data – any data uploaded by Customer to the Environment and all results of the processing of such data, including compilations and derivative works.
1.8 Account – an account assigned to Customer on the Platform.
1.9 Services – the SaaS services provided by Freidesk to Customer and including access to and opportunity to use the Platform for a fee specified in these Terms and Conditions, the Agreement and/or its annexes.
1.10 Client – a registered customer of the Platform who submits an Order through the Platform and enters into a Cargo Transportation Contract with Carrier/Forwarder.
1.11 Carrier/Forwarder – a registered customer of the Platform who submits the Quote, other cargo transportation-related data via the Platform and enters into a Cargo Transportation Agreement with Client. For the purposes of these Terms and Conditions, Carrier shall also mean Forwarder.
1.12 Parties – Freidesk and Customer, collectively.
1.13 Order – a cargo transportation order placed by Client via the Platform by completing the order form.
1.14 Quote – a quote (offer) submitted by Carrier/Forwarder to Client via the Platform concerning the transportation of a cargo.
1.15 Accept - the confirmation/acceptance of the Quote announced by Client to Carrier/Forwarder via the Platform.
1.16 Order ID – Order identifier generated by the Platform after Carrier confirms Client’s Accept and containing the essential terms and conditions of the Cargo Transportation Contract (Client, Carrier/Forwarder, Consignee, Shipper, cargo, quantity, weight, route, date and time, special conditions of transportation, etc.).
1.17 Cargo Transportation Contract – a direct cargo transportation contract concluded by and between Client and Carrier/Forwarder through the Platform, to which a specific Order ID is assigned. Freidesk shall not be considered a party to the Cargo Transportation Contract and shall not provide Customer with any services relating to the transportation of a Cargo.
1.18 Cargo – products or items intended for transportation and specified in Client’s Order.
1.19 Marketplace Transportation – the order confirmed by Carrier/Forwarder who is not Client’s Partner on the platform. Marketplace Transportation orders are made between Customers not directly, but through the Platform only.
1.20 Partner – Carrier or Forwarder who, with Client’s own approval, is included in the group of cargo transportation partners of Client on the Account.
1.21 Environment – the environment in which the Platform operates.
2.1 Freidesk undertakes to provide the Services that enable Customer to use the Platform, and Customer undertakes to pay for these Services;
2.2 These Terms and Conditions also set out the rules for accessing and using the Platform. To access the Platform, it is required:
2.2.1 To register;
2.2.2 To receive the Account authorisation;
2.2.3 To accept the rules of use of the platform and other conditions necessary for its use.
3.1 To register an Account on the Platform, it is necessary to complete the registration form available on the Website https://freidesk.com
3.3 By registering an account, the User confirms that he/she has the sufficientright/authorisation to register an account, accept these Terms and Conditions and conclude agreements in the name of the User (legal entity).
4.1 The purpose of the authorisation is to objectively verify Customer’s activities and principles of operation on the Platform in accordance with the Terms and Conditions. Customer must forward via e-mail the documents, data and information specified by Freidesk.
4.2 Freidesk reserves the right to contact Customer in order to verify the documents or data provided by Customer and to request additional documents or data.
4.3 Account authorisations shall be made in accordance with these Terms and Conditions and Freidesk's internal verification procedures. A decision is made after assessing the security interests of Freidesk and other Customers. In the event of a positive decision, access to the Platform shall be granted.
4.4 Freidesk reserves the exclusive right to modify (revise) the data required to create an Account, verify Customer, and authorise an Account.
4.5 Freidesk reserves the right to re-authorise an Account in the event of a change in Customer Data (other than contact details) or if a period of inactivity lasts more than 30 days.
4.6 Blocking of Account will result in loss of access to all Services.
4.7 Freidesk may refuse to authorise an Account if it is justified by the legitimate interests of Freidesk or other Customers, particularly if:
4.7.1 Customer or other persons associated with it engage in any activity that is contrary to the legal requirements, the Terms and Conditions or moral conduct, including, inter alia, the dissemination of unauthorised commercial information (spam) or the promotion of activities of competitors to the Platform;
4.7.2 Customer or other persons associated with it fail to perform financial obligations to other Customers;
4.7.3 Customer provides Freidesk with incomplete, false or misleading information;
4.7.4 Information is received about the ongoing bankruptcy, debt collection or liquidation procedures against Customer;
4.7.5 Customer’s activities are suspended or terminated;
4.7.6 Customer violates the provisions of the Agreement and/or the Terms and Conditions.
4.8 Upon cancellation of the authorisation, the Account is no longer available.
4.9 Freidesk may cancel the Account authorisation if it is based on the legitimate interests of Freidesk or other Customers, in particular if:
4.9.1 The Account authorisation is refused;
4.9.2 Settlement with Freidesk is delayed.
4.10 The Account authorisation may be temporarily cancelled for Customer’s scrutiny period.
4.11 Upon the verification of the reasons for the cancellation of the Account authorisation, Freidesk shall make a decision:
4.11.1 To block the Account;
4.11.2 To restore the authorisation of the Account under the previous conditions;
4.11.3 To restore the authorisation of the Account under the newly agreed terms;
4.11.4 To leave the authorisation of the Account cancelled until Customer fulfils the conditions specified during the scrutiny conducted by Freidesk.
4.12 Once the Account is blocked, access to the Platform shall be lost. On the date the Account is blocked, the Agreement may also be terminated.
4.13 Freidesk shall have the right to block the Account in the following cases:
4.13.1 In the cases specified in the Terms and Conditions, if the rights of Freidesk and/or other Customers are violated and this causes or may cause damage;
4.13.2 If settlement with Freidesk is delayed for more than 14 days;
4.13.3 Upon an adverse decision on Customer’s complaint, by which the Account authorisation is cancelled;
4.13.4 90 days after the cancellation of the Account authorisation and there being no reason to renew the authorisation;
4.13.5 If Customer is not active and does not enter into a Cargo Transportation Contract for more than 90 days.
4.14 Freidesk has the right to temporarily block the Account upon the violation of the Terms and Conditions - after the first violation, the Account is blocked for 24 hours, after the second violation - for 48 hours, after the third violation - for 72 hours.
4.15 Customer cannot use the Platform if the Account is blocked.
5.1 Freidesk enables Customers to order through the Platform and provide cargo transportation services and enter into direct Cargo Transportation Contracts. Freidesk itself does not provide Customers with any services related to cargo transportation, but only provides Customers with the possibility to conclude Cargo Transportation Contracts;
5.2 Freidesk also enables Customers to communicate directly via the Platform, including making of claims against each other or other communication.
5.3 Customers shall enter into Cargo Transportation Contracts in accordance with the procedure established in Section 6 hereof.
5.4 Customer understands that Freidesk does not perform cargo transportation itself. Cargo transportation is arranged only by using the services provided by the Carriers registered on the Platform. Freidesk does not guarantee that Carriers will submit Quotes to Client in accordance with the submitted Order.
5.5 Carrier confirms that the submission of a Quote to Client shall not be construed as an automatic acceptance of Client's Quote and that Client shall have no obligation to accept Carrier’s Quote, even if it is the only Quote offered.
5.6 Customers shall have the possibility to perform all actions, submit and confirm documents, requests, contracts, claims related to cargo transportation, and in resolving mutual disputes Customers shall have the right to review or request Freidesk to review orders, quotes, accepts, performance of obligations assumed under the Cargo Transportation Contract and mutual correspondence on the Platform. If this is the case, Freidesk shall not be considered to be involved in or a party to such dispute.
6.1 In order to conclude the Cargo Transportation Contract, Client shall complete the Order form via the Platform and submit the Order for execution. Upon receipt of a notification of Order submission, the Order shall be deemed submitted. All required fields must be completed in the Order form. Client must complete the Special Cargo Transportation Conditions, if any. Client shall be responsible for non-submission of information or submission of false information.
6.2 When submitting a Cargo delivery Quote to Client, Carriers shall indicate the time of loading and unloading of the Cargo and the price of Transportation, which shall include all fees and any costs and other taxes, but excluding value added tax.
6.3 Upon receipt of the notification of submission via the Platform, the Quote submission shall be deemed to be made.
6.4 Client shall accept one suitable Quote out of all Quotes received.
6.5 The Accept shall be considered made upon receipt of a notification of the Accept submission. The Accept shall be considered invalid, if it is submitted after the expiry of the Quote.
6.6 Upon receipt of Client's Accept, Carrier must, within designated time period, confirm the Quote by responding to Client’s Accept.
6.7 After Carrier approves the accepted Quote, the Cargo Transportation Contract shall be deemed to be concluded and shall become binding on Client and Carrier. The Platform generates a confirmed Order with a specific Order ID. By concluding the Cargo Transportation Contract, Customers confirm that they agree with the rights and obligations set forth in the Terms and Conditions, as well as with other conditions which are clear and understandable to Customers, and that Customers assume the rights and obligations set forth in these Terms and Conditions and in the Cargo Transportation Contract.
6.8 Any amendments to the confirmed Order (changes in cargo delivery and unloading address, change of consignee, etc.) shall be made via the Platform only.
6.9 Upon receipt of the amendments to the Order, Carrier must confirm the receipt of the amendments via the Platform, if the Cargo is not delivered to the address specified in the Cargo Transportation Contract. The amendments shall be considered received when Client receives confirmation from Carrier regarding the amendments to the Order conditions. No change of the cargo delivery address shall be possible if the cargo has already been delivered to the address specified in the Order ID.
6.10 Claims between Client and Carrier, downtime due to non-performance or improper performance of the Cargo Transportation Contract, damage or loss of cargo, delay, non-arrival or unloading shall be settled directly between Customers. In case of disagreement, Freidesk may provide a consultation in order to find the solution most satisfactory to both parties.
7.1 Freidesk enables Customer to register on the Platform, create a Customer account and process Customer Quotes and Accepts.
7.2 Freidesk shall endeavour to make the Platform available 24 hours a day, 7 days a week, with the exception of any pre-scheduled suspension due to the enhancement or maintenance of the Platform, of which Customer shall be informed in advance.
7.3 Freidesk shall ensure that the risk of total disruption of the Platform be minimised, and undertakes to take precautionary measures to backup the data and prevent data loss.
7.4 Freidesk shall ensure that, in the event of software system failure, the offered cargo transportation services are carried out regardless any possible failure.
7.5 Freidesk shall advise Customer on the use of the Platform.
7.6 Freidesk shall make it possible to generate the Order ID, to ensure that Customer can attach to its Order ID all the necessary documents, provide the information required for customs clearance and other formalities in order to enable Carrier to duly fulfil its obligations under the Cargo Transportation Contract. The services provided by Freidesk do not include the provision of any services related to customs procedures and the completion of related documents.
7.7 Freidesk may contract third parties for the purpose of proper performance of its obligations hereunder.
7.8 Freidesk shall make efforts to implement and maintain appropriate technical and organisational measures to protect customer’s content and its software against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access (hereinafter – “safety measures”). These safety measures shall take into account the state of the art, the cost of implementation and the nature, scope and purposes of data processing, as well as the protection of natural persons' data.
7.9 Freidesk shall enable Customer to evaluate and comment via the Platform on the performance of Carriers' and Clients’ obligations. Freidesk reserves the right to refuse to post unfavourable comments, to edit or remove them in cases where such comments are defamatory, obscene, disclose confidential information or trade secrets, or mention personal data. Freidesk has the right to publish the evaluation, comments, feedback and overall rating of the evaluations on the Platform. Customer acknowledges that the rating is an independent evaluation by other Customers and has no binding legal effect. Neither Freidesk nor Customers shall have any liability towards Customer for any loss suffered in connection with the evaluation and rating. Customers’ feedback shall be for the exclusive use of Freidesk and Freidesk shall have exclusive rights and interests relating to Customers’ feedback. Customer shall not be entitled to (directly or indirectly) post, promote, copy, use, share or otherwise exploit Customers’ feedback without the prior written consent of Freidesk. Customer has been advised that the number of Orders and possible Quotes available to Customer may depend on the rating.
7.10 Freidesk shall protect any information obtained in the course of the Service provision, including, but not limited to, the terms of the Orders, contacts, commercial offers, service prices, the personal data of employees, the terms and conditions of the concluded Cargo Transportation Contracts and any other confidential information and trade secrets.
7.11 Freidesk shall have the right to amend these Terms and Conditions or any other Freidesk policy or guideline upon a three (3) days' notice. The revised Terms and Conditions shall be published on the Website by indicating the date of their update. Any amendments shall take effect from the date of publication of these Terms and Conditions. The continued use by Customer of the Platform or of any services provided by Freidesk shall be deemed to constitute acceptance of the amended Terms and Conditions.
7.12 Freidesk shall have the right to modify the Platform or the Services or any part thereof, temporarily or permanently, at any time without notice and without liability. Freidesk may modify the services provided on the Platform for a variety of reasons, including, but not limited to, providing new functions, implementing new rules, maintaining compatibility with new standards, or complying with legal requirements.
8.1 Customer shall be obliged to effect payments properly in accordance with these Terms and Conditions and the Agreement.
8.2 Customer shall indemnify Freidesk for any and all damage resulting from non-performance or improper performance of its obligations, in accordance with the provisions of these Terms and Conditions, the Agreement and the Civil Code of the Republic of Lithuania.
8.3 Customer must properly protect any information obtained by virtue of performance of the Cargo Transportation Contract, including, but not limited to, commercial offers, service prices, contacts, personal data of other Customers and of Freidesk's employees, the terms and conditions of the concluded Cargo Transportation Contracts, as well as any other confidential information and trade secrets, as defined by the applicable legislation.
8.4 Customer shall only use secure means and devices for electronic communications and data transmission, and shall not disclose logins, passwords or shall not otherwise grant access to third parties.
8.5 When submitting or accepting Order enquiries, Customer shall specify the terms and policies of Client's company for the settlement of claims relating to the transportation of cargoes.
8.6. User, by making a payment for the services related to this Platform or by accepting and delivering Cargo related to this Platform, unequivocally confirms the User's (as a legal entity) right to enter into the agreements related to this Platform.
9.1 Customer shall pay Freidesk the Fee for the use of the Platform, the amount of which is specified in the Agreement and/or its annexes:
9.1.1 Customer shall pay a regular monthly/annual fee in favour of Freidesk;
9.1.2 Customer shall pay Freidesk a one-off fee calculated on a case-by-case basis and specified in the specific Offer.
10.1 All payments for the transportation of Cargo and mutual settlements between Customers shall be made directly, within the time limits and in accordance with the procedure set out in the Cargo Transportation Contract.
10.2 Any damages relating to the loss of the Cargo, as well as any charges and penalties for any breach of the Cargo Transportation Contract shall be also mutually settled by and between Customers directly without Freidesk involved.
11.1 The Parties shall be liable for any failure to perform or improper performance of their obligations under the Agreement and the Terms and Conditions. The Party defaulting on or improperly performing its obligations shall be bound to compensate the other Party for direct damages suffered.
11.2 Freidesk shall not and cannot be held liable towards Customers for the terms and conditions of the Cargo Transportation Contracts and for the failure to perform or improper performance of the provisions thereof. Customers shall bear personal and direct liability in the manner set out in their mutual Cargo Transportation Contracts or as required by legal acts applicable to the particular transportation under the Cargo Transportation Contract.
11.3 Freidesk shall assume no risk or liability in respect of Client’s delay, refusal and/or inability to pay, for whatever reason, for an Order executed by Carrier. In such cases, Carrier shall make no claim against Freidesk and shall recover all amounts due by Client directly from Client.
11.4 Payment of fees or default interest referred to in these Terms and Conditions and the Agreement due for the breach of contractual obligations shall not relieve the guilty Party from indemnifying the aggrieved Party to the extent and in the manner set out herein.
11.5 Customer understands and agrees that the Platform may be temporarily unavailable or inoperable during periodic maintenance procedures or repairs, which are deemed necessary by Freidesk and of which Customer must be notified in advance, and Customer will not make any claims towards Freidesk in this connection. Freidesk shall not be liable for any failure to provide access to the Platform due to temporary system failures, unauthorised acts of third parties, any malfunction of Customer’s equipment or systems, or for whatever other actions beyond Freidesk’s control.
11.6 If it becomes apparent that the information provided by Customer at the time of its registration or at the time of conclusion of the Cargo Transportation Contract was untrue, the natural person who provided the information and/or concluded the Agreement on Customer’s behalf, shall bear joint and several liability with the person acting on Customer’s behalf for the non-performance or improper performance of the Agreement and the Terms and Conditions and for the damages resulting therefrom. In the event of occurrence of the above condition, the signatory of the Agreement acting on Customer’s behalf shall stand surety for Customer and shall be jointly and severally liable to the full extent until the full discharge of obligations under the Agreement or the Cargo Transportation Contract.
11.7 Freidesk shall only be liable for Customer’s direct damages resulting from the non-performance or improper performance of the Services. Freidesk shall not be liable for the lost revenue of Customer in connection with the use or intended use of the Platform in Customer’s business or operations.
12.1 Disputes and disagreements arising between Freidesk and Customer shall be settled through mutual negotiations. If the attempts of the Parties to reach an agreement by negotiation fail, any dispute, controversy or claim arising out of or in connection with the Terms and Conditions or the Agreement shall be settled in accordance with the procedure established by the laws of the Republic of Lithuania in the jurisdiction of Freidesk's domicile.
13.1 All notices, requests, other documents or correspondence shall be served on Freidesk and/or Customer via the Platform or by email. Notices sent on a business day before 4.00 p.m. shall be deemed to have been served on the same day and notices sent on a business day after 4.00 p.m. or on a non-business day shall be deemed to have been served on the following business day.
13.2 Customer undertakes to notify Freidesk promptly, but not later than within three (3) business days, by email of any change in Customer’s forename, surname, name, email address, residential/business address, account number or any other information placed on the Platform.
13.3 In the event where the Parties transfer any corporate or employee data, the Parties undertake to ensure that these data are processed in accordance with the General Data Protection Regulation (GDPR). Freidesk undertakes to manage the data in accordance with Customer registration rules. By entering into the Agreement, Customer confirms that he/she is aware of Customer registration rules and undertakes to comply with them.