Terms & Conditions
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TRADEFACILITATE LIMITED
These Terms and Conditions set out the agreement between you and us for the use of the TradeFacilitate Service. Please read them carefully. Before you can use the Service you must accept these Terms and Condition by clicking the "I accept" button.
1. Definitions
1.1The following words and phrases have the following meanings when used in these Terms and Conditions.
"Intellectual Property Rights" all copyright and other intellectual property rights, howsoever arising and in whatever media, whether or not registered, including (without limitation) patents, trademarks, service marks, database rights, trade names, design rights and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world;
"Personal Data" personal data as defined in the Irish Data Protection Acts 1988 and 2003;
"Pricing Plan" details of current pricing for transactions, subscriptions and other services provided by Trade Facilitate Limited as set out on the Tradefacilitate.com website
"Profile" your profile provided as part of the registration procedure as amended from time to time;
"Service" the web based, paper-free, trade facilitation platform, provided by us through and in accordance with the Website;
"Service Provider" an independent third party which offers you its own service and which service can be accessed either on, or from a link on, the Website;
"Subscription" means a right to use the Service for a defined period of time as set out in the Pricing Plan
"Trading Partner" a counterparty with which you conduct trade;
"Transaction" the completion in a paper-free environment on or through the Website, of certain import and export data requirements necessary to carry out international trade;
"Transaction Fees" the fees per Transaction to be charged by us in accordance with Section 3;
"User" a person authorised by you to access the Website and/or use the Service on your behalf;
"We/our/us" denotes Trade Facilitate Limited or any of its subsidiaries or holding company as defined by the Irish Companies Act 1963;
"Website" our website at www.tradefacilitate.com;
"You/your" denotes the company or organisation accepting these Terms and Conditions.
1.2 The Section headings are included for convenience only and shall not affect the interpretation of these Terms and Conditions.
1.3 Use of the singular includes the plural and vice versa.
1.4 Any reference to "persons" includes individuals, firms, partnerships, companies, corporations, associations, organisations, foundations and trusts (in each case whether or not having separate legal personality).
1.5 Any reference in these Terms and Conditions to any statute, statutory provision, subordinate legislation, code or guideline ("legislation") shall be construed as referring to such legislation as the same may from time to time be amended, modified, extended, varied, superseded, replaced, substituted or consolidated.
1.6 Any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2. Provision of Service
2.1 We will use our reasonable commercial efforts to make the Service available 24 hours a day, 7 days a week, and 365 days a year.
2.2 Should you experience any difficulty using the Service you can contact our Support Centre by email us at customersupport@
2.3 There may be reasons outside our control from time to time which prevent you from accessing the Service (such as, by way of example only, a communications network failure or power failure). Unfortunately we cannot accept any liability in these circumstances. In addition, we may from time to time need to interrupt the Service to correct faults or provide upgrades. We will try and keep these instances to a minimum and give you as much notice in advance as possible.
3. Fees, Payment and Taxes
3.1 Services provided by us will be charged to you via credit card or otherwise as outlined in the Pricing Plan
3.2 Payment terms will be made by credit card unless otherwise agreed on a per transaction basis.
3.3 We reserve the right to change the method of billing of any and all services we provide subject to a minimum of thirty (30) days notice in our standard Pricing Plan as published on our website.
3.4 We may suspend all services (including services provided pursuant to any unrelated agreement we may have with you) if invoices are unpaid in accordance with the terms or charges to your credit card are rejected or charged back for any reason. We may charge interest on overdue amounts at 1.5% per month (or the maximum legal rate if it is less than 1.5%). If any amount is overdue by more than thirty (30) days and we bring a legal action to collect, you must also pay us reasonable costs of collection, including solicitor fees and court costs. All fees are stated and will be charged in Euros or specific to the particular country of trading. Charges that are not disputed within thirty (30) days of the date charged are conclusively deemed accurate.
3.5 Unless otherwise stated, our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction. You are responsible for paying all Taxes associated with your purchases. If we have the legal obligation to pay or collect Taxes for which you are responsible under this paragraph, the appropriate amount shall be charged and paid by you, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. You must provide us with accurate factual information to help us determine if tax is due with respect to the services rendered by you.
3.6 We may increase or amend fees at any time subject to a minimum of thirty (30) days notice in our standard Pricing Plan as published on our website.
4. Our Responsibilities.
4.1 We provide a communications platform and are only responsible for making available the online environment for completing a Transaction in accordance with the Website. We do not take any responsibility for the actual trade itself.
4.2 We take reasonable steps to safeguard the security of any information you input into the Service by using secure services and encryption technology where appropriate as well as best industry standards for the storage and back up of data.
4.3 A range of Service Providers offer their services (such as by way of example only insurance, freight forwarding and customs clearance) through the Website. We do not recommend or accept any responsibility or liability for our Service Providers actions or defaults. Any relationship is between you and the Service Provider only. We assume no responsibility for and exercise no control over the content or materials contained on Service Provider Websites or that is otherwise accessible through the Service. You access such materials at your own risk.
4.4 Similarly we may carry advertising on the Website from time to time. We do not endorse the products or services of any third party advertisers nor do we take responsibility or accept liability for any material on third party websites.
4.5 We will comply with the Data Protection Acts 1988 and 2003 and with privacy statements in these terms and conditions (each as amended from time to time). You agree that we may disclose any information regarding you (or any User) or your (or any User's) use of the Service for any reason in order to satisfy or comply with applicable laws, regulations, or governmental requests, or to otherwise protect our legal interests.
4.6 You agree that we may share any information regarding you (or any User) or your (or any User's) use of the Service with agents or service providers we have appointed or with those to whom we outsource certain business operations. Such information shall only be shared to allow the successful provision of our services to you.
5. Your Responsibilities.
5.1 You will complete the Profile in accordance with the registration procedure. You must ensure that the information contained in the Profile is current and accurate at all times. It is your responsibility to make changes thereto if any of the information contained in the Profile becomes obsolete or out of date.
5.2 As part of the registration procedure you will select a username and password. You must treat these as confidential. You are responsible for any activity carried out on the Website using your username and/or password and will indemnify us against any liability arising therefrom. You must ensure that the username and password are only made available to your Users. You will immediately inform us of any unauthorised disclosure or use of your username or password.
5.3 It is your responsibility to choose Trading Partners and the correct Service Providers for your particular circumstances. We will not be liable for any claim or dispute that may arise between you and any Trading Partner or Service Provider.
5.4 You will at all times comply with these Terms and Conditions and any online instructions when using the Website and will ensure that all your Users or others acting on your behalf do so too.
5.5 You will not post or publish any offensive, libelous, defamatory, illegal, or unlawful material on the Website.
5.6 You are solely responsible for any and all liability, cost, damage, expense or other amounts that may arise out of the use of the Service by you or your Users. You shall ensure that your or any User's use of the Service and Website will at all times comply with all applicable laws, and regulations.
5.7 Notwithstanding any other provision of these Terms and Conditions, if we suspect that any fraudulent activity is taking place through your use of the Website or the Service, we reserve the right to disclose all information we have about you and your Transactions to the relevant authorities.
6.1 You may continue to use the Service so long as you comply with these Terms and Conditions.
6.2 If you wish to discontinue your use of the Service you can unsubscribe by emailing us at unsubscribe@tradefacilitate.
6.3 We reserve the right to terminate or suspend your use of the Service, or Website if we determine that you are in breach of these Terms and Conditions, or are in breach of any applicable law or regulation or are engaged in any fraudulent activity. You will indemnify and hold us harmless against any and all liability arising from your use of the Service or Website.
7. Confidentiality
7.1 Both we and you agree with each other to keep all information obtained about the other concerning the business, finances, technology and affairs of the other, and in particular but not limited to the Service and regardless of its nature ("Confidential Information"), strictly confidential.
7.2 The provisions of Section 7.1 shall not apply to:
7.2.1 information that has come into the public domain other than by breach of Section 7.1 or any other duty of confidence; and/or
7.2.2 information that is obtained from a third party without breach of Section 7.1 or any other duty of confidence; and/or
7.2.3 information disclosed to the professional advisers of either party, provided that such advisers are under an obligation of confidentiality no less onerous than that contained in Section 7.1; and/or
7.2.4 information that is known by either party, in connection with the other party, and which has been disclosed to either party by a third party, and not in breach of any duty of confidence; and/or
7.2.5 information that is trivial or obvious; and/or
7.2.6 information that is required to be disclosed by law or by a government body or court of competent jurisdiction or by a legal or regulatory authority.
8. Intellectual Property Rights
8.1 The Intellectual Property Rights in the Service, the Website and any software used to provide the Service, or used in connection with the Service, and all information, and materials provided to you by us or located on the Website, are and shall remain our exclusive property and nothing in these Terms and Conditions grants you the right or license to use any of such Intellectual Property Rights.
8.2 You may not reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service or the Website without our prior written consent.
9. Force Majeure
9.1 We will not be responsible for any delay or failure in performance due to events outside our reasonable control, including without limitation any flood, fire, accident, embargo or governmental act or directive, absence of governmental approval or consent, delay or defect in delivery by suppliers, transportation delay or unavailability, riot, war, act of terrorism or of the public enemy, power outage, labour dispute or shortage, third party network problems, acts or omissions of third parties, or acts of god.
9.2 You acknowledge that the Service may be temporarily unavailable for scheduled or unscheduled maintenance, modifications or upgrades, and for other reasons either within or outside of our control.
10. DISCLAIMER OF LIABILITY
10.1 THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ANY STATEMENTS MADE ON THE WEBSITE OR IN ANY OTHER DOCUMENTS, OR BY ANY OF OUR EMPLOYEES OR REPRESENTATIVES, ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND NOT AS WARRANTIES BY US.
10.2 NEITHER WE NOR OUR SERVICE PROVIDERS WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR FREE FROM SERVICE DEGRADATION, OR THAT ANY SERVICE PROVIDER WEBSITE OR OTHER WEBSITE, OR MATERIAL ACCESSIBLE THROUGH THE SERVICE OR THE WEBSITE IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES.
10.3 YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR THE ACCURACY OF DATA INPUT AND OUTPUT. ALTHOUGH SECURITY MEASURES ARE EMPLOYED, WE CANNOT GUARANTEE THE SECURITY OF DATA TRANSMISSION OR STORAGE, OR THAT VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES WILL BE DETECTED OR REMEDIED BY US.
10.4 THE INFORMATION CONTAINED ON THE WEBSITE OR THE SERVICE OR FROM ANY COMMUNICATION RELATED TO THE WEBSITE OR THE SERVICE OR FROM ANY COMMUNICATION, WHETHER VERBAL OR WRITTEN WITH TRADE FACILITATE LTD.'S STAFF OR ANY CONTRACTED THIRD PARTY SUPPLIER IS FOR INFORMATION PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR LEGAL, TAX, CUSTOMS OR OTHER PROFESSIONAL ADVICE WHERE THE FACTS AND CIRCUMSTANCES WARRANT. TRADE FACILITATE LTD., THE WEBSITE, THE SERVICE, ITS STAFF OR ITS CONTRACTED THIRD PARTY SUPPLIERS DOES NOT HOLD ITSELF OUT AS PROVIDING ANY LEGAL, TAX, CUSTOMS, FINANCIAL OR OTHER ADVICE. THE MATERIAL ON THE WEBSITE OR THE SERVICE DOES NOT CONSTITUTE ADVICE AND YOU SHOULD NOT RELY ON ANY SUCH MATERIAL TO MAKE (OR REFRAIN FROM MAKING) ANY DECISION OR TAKE (OR REFRAIN FROM MAKING) ANY ACTION US.
10.5 NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS AND CONDITIONS, WE WILL NOT BE LIABLE IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE (I) FOR ANY AMOUNTS IN EXCESS OF THE AGGREGATE OF THE FEES PAID TO US BY YOU DURING THE 3 MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE GIVING RISE TO LIABILITY, (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE SERVICES, (III) FOR ANY DELAYED OR INTERRUPTED USE OF THE SERVICE OR ACCESS TO SERVICE PROVIDER WEBSITES, (IV) FOR ANY ECONOMIC OR CONSEQUENTIAL LOSS, (V) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOST PROFITS, OR (VI) FOR ANY LACK OR BREACHES OF SECURITY OF THE SERVICE OR IN THE STORAGE OF YOUR DATA OR ANY THIRD PARTY'S DATA.
10.6 THESE LIMITATIONS APPLY WHETHER THE CLAIM IS BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, PRODUCT LIABILITY, OR ANY OTHER BASIS, AND APPLY WHETHER OR NOT WE WERE INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES.
11. Complaints and Notices.
11.1 In order to notify us of a complaint you have regarding the Service or to receive further information regarding the use of the Service, please contact customersupport@
11.2 Notices sent by email to you at your email address as stated in the Profile, and email notices sent to us at customersupport@
12. Amendments.
12.1 We reserve the right and may in our sole discretion amend any of the Terms and Conditions at any time and for whatever reason. Such revisions will be effective immediately upon posting on the Website, or providing notice to you.
12.2 We will try to provide reasonable notice to you of any material modification by posting a notice when you next log into the Service. If you do not agree to a modification then you must cease to use the Service following the coming into effect of such modification.
12.3 If you use the Service or make any payment to us after you receive notice of a material modification, you agree to that change, retroactive to the announced effective date of the modification.
13. General
13.1 All of the Terms and Conditions will be binding upon, inure to the benefit of, and are enforceable by your and our respective successors and permitted assigns.
13.2 Except as specifically stated herein, neither these Terms and Conditions or any of your rights or obligations may be assigned or delegated by you without our prior written consent. Any unauthorised assignment or delegation will be null and void. Notwithstanding the foregoing, we may assign or otherwise transfer our rights and obligations under these Terms and Conditions without restriction.
13.3 In the event that it is determined by a court of competent jurisdiction as a part of a final non-appealable judgment that any provision of these Terms and Conditions (or part thereof) is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of the Terms and Conditions will remain in full force and effect.
13.4 The failure to exercise or delay in exercising a right or remedy under these Terms and Conditions shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under these Terms and Conditions shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. The rights and remedies contained in these Terms and Conditions are cumulative and not exclusive of any rights or remedies provided by law.
13.5 Nothing in these Terms and Conditions shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other party for any purpose whatsoever and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.
14. Entire Agreement
These Terms and Conditions, (as may be amended from time to time) contains the entire agreement and understanding concerning the Service and supersede all prior negotiations, proposed agreements, and all other agreements, whether electronic, written, or oral.
15. Governing Law and Jurisdiction
THESE TERMS AND CONDITIONS WILL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF IRELAND WITHOUT REGARD TO CHOICE OF LAW PRINCIPLES. YOU HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE IRISH COURTS.