General Terms and Conditions for Services (T&C) of shiftX UK

For the benefit of its cooperation partners, shiftX continuously negotiates and realises framework agreements with its network partners. For this purpose, shiftX operates a purchasing cooperation and, in doing so, bundles the business activities and distribution measures of its cooperation partners. All cooperation partners engage in a co-operation agreement (“Agreement”) which is also subject to these Terms and Conditions. shiftX aims at negotiating the best possible conditions in the market regarding sea freight FE – NCMP in order to sufficiently lower the costs for its cooperation partners. These Terms and Conditions of Service constitute a binding legal contract between you and shiftX and govern your use and receipt of all Services provided by shiftX. 

1. Services

shiftX provides organisational and consulting services with regard to, among other things, the coordination, preparation and optimisation of the contracting of transportation allotments by the network partners to the individual cooperation partners (“Services”). These Terms and Conditions (T’s&C’s) shall apply to all business relationships and legal transactions between shiftX UK (hereinafter: shiftX) and its network partners pursuant to section 2.1 below and its value-added service providers pursuant to section 2.4 below (hereinafter network partners, value-added service providers and booking agents shall jointly also be called “contractual partners”). These Terms and Conditions shall not apply to agreements or legal transactions with consumers pursuant to Consumer Rights Act 2015 (CRA 2015)

Insofar as the contractual partner also uses their own general terms and conditions, their validity shall expressly require review and approval by us otherwise contractual partner’s terms and conditions shall be considered null and void with no effect to the co-operation agreement if the contractual partner refers to them in its offers and order confirmations. Future cooperation between shiftX and a contractual partner shall be governed by shiftX’s T’s&C’s even if they are not explicitly referred to in the individual order. The fact that these T&C’s are binding is a prerequisite for any agreement with shiftX to come into effect.

2. Definitions

2.1 A network partner is the contractual party which, as a member of the shiftX purchasing network, is entitled to contract a value-added service provider to perform services along the value-added chain.

2.2 A booking agent is a freight forwarder abroad selected by shiftX which, for the network partner and by its order, arranges for the organisation and handling of international sea and airfreight shipments from the port / airport of departure to the port / airport of destination.

2.3. Other members of shiftX’s network are local incoming forwarders which, on behalf of the network partner and by its direct order, organises the release and invoicing of international sea and airfreight shipments at the port / airport of destination.

2.4 A value-added service provider is the contractual party which is connected with shiftX through a framework agreement and performs services of any kind for a network partner. These service providers include, among others, insurance brokers, consultants, Courier Express Parcel (“CEP”) service providers, warehouse keepers, etc. Shipping companies, cargo airlines, railway companies and incoming forwarders are not deemed to be value-added service providers. These companies are selected and contracted by the booking agent with due care, taking into account the interests of the network partners.

3. Content
3.1 shiftX provides an opportunity for businesses to become a network partner by joining the purchasing network founded by shiftX. Network partners are entitled to make use of the services in value-added service providers’ portfolios. On the other hand, shiftX provides the opportunity to value-added service providers to offer their services to the network partners. When negotiating conditions with booking agents and value-added service providers, shiftX takes proper care of the network partners’ interests.

3.2 The network partner authorises shiftX to obtain offers from value-added service providers for services and to submit these offers to the network partner.

3.3 Non-binding information on conditions communicated to the network partner by shiftX or made available for recall are only intended to give an indication of the current rates. These rates shall be valid until the information has been updated enabling the network partner to place an order. If possible, shiftX tries to provide the network partner with short-notice information on changes to the conditions. Due to the customary fluctuations in the fast-paced markets, failure to notify the network partner of changes to the conditions does not entitle you to claim any rights against shiftX or the companies mentioned.

3.4 shiftX further operates an Internet platform at www.x-staff.de where, via a customer login, the network partner can access an overview of the current freight rates as well as further information on ETA time of the ships and the ships available for booking. Any information on this platform is provided to shiftX by the booking agents and value-added service providers connected to the network, so shiftX cannot guarantee the correctness of the data available on the platform.

4. Tasks of shiftX
4.1 shiftX shall provide industry standard care and attention when doing business for the network partners.

4.2 shiftX is obliged to carefully select the value-added service providers and, if the network partner so desires, present several options, even for the same service. shiftX helps the value-added service providers to complete the orders placed by the network partners by providing the available documentation. shiftX regularly performs quality checks regarding the value-added service partners by obtaining evaluations from the network partners. The final selecting of the value-added service providers and the conclusion of the agreement are exclusively handled by the network partner. shiftX is not a part of the logistics supply chain if logistics services have been contracted.

4.3 shiftX supports the network partner in handling the complaints concerning the completion of the order procured.

5. Duties of the network partner
5.1 The network partner shall communicate their estimated demand for Services one year in advance in each case. If an order is to be placed, the network partner shall provide shiftX with all the information necessary to procure one or several value-added service providers. Upon request, the network partner shall provide shiftX at any time and on short notice with significant and detailed information about the volume of the order to be placed with value-added service providers. The network partner is obliged to immediately notify shiftX of any objections or irregularities that have arisen within the legal relationship with the value-added service provider, and to provide documentation thereof. The network partner shall immediately notify shiftX of any conditions or costs claimed by the clearing offices involved that were not agreed upon with shiftX.

5.2 Regarding international shipments, orders based on the conditions agreed upon by shiftX and the network partner have to exclusively be handled by the booking agent appointed by shiftX.

5.3 The network partner shall provide shiftX with the company’s expected minimum volume of orders to value-added service providers for the next year no later than 30 November of the respective year. The minimum volume of orders is used as a basis for the negotiation of conditions with the value-added service provider. If the minimum volume of orders is not reached, the network partner is obliged to pay a contractual penalty amounting to the value of the booking commission the actual order volume falls short of the communicated minimum. If the minimum order volume is missed, shiftX may terminate the agreement without notice.

6. Information by value-added service provider
If the network partner requests shiftX to obtain information regarding value-added services, the network partner acknowledges it shall authorise shiftX to request the value- added service provider to submit at any time and without delay significant and detailed information regarding the number of services performed for the network partner, their volume and the sales realised. The value-added service provider shall keep all information regarding the completion of the network partner’s orders at the disposal of shiftX, and, upon request, forward them to shiftX immediately. The value-added service provider commits itself to provide information to shiftX regarding the status of the order completion within 24 hours of being asked to do so.

7. Order Processing
7.1 The booking of international shipments via sea / air / rail is done directly between the network partner and the booking agent – without the involvement of shiftX.

7.2 shiftX forwards the network partner’s enquiry to the value-added service providers which submit to shiftX a binding offer in writing based on the information provided by the network partner. shiftX forwards the offer(s) of the value-added service provider(s) to the network partner who selects the most appropriate offer and contracts the value-added service provider on his own behalf and at his own cost. In any case, the ‘agreement’ shall be concluded with regard to the respective services between the network partner and the commissioned value-added service provider. shiftX waives any liability from any and all claims associated and arising out of value-added service providers for which shiftX does not directly contract with on behalf of the network partner.

8. Compensation and Terms of Payment
8.1 As agreed, shiftX shall be compensated by the value-added service providers for procuring orders among the network partners.

8.2 Orders placed by the network partner and performed by the booking agent and the value- added service providers shall be invoiced based on the agreed conditions and within the co-operation agreement. Invoicing of services rendered by contracted companies and value-added service providers shall regularly be done by the incoming forwarder or directly between the network partner and his contractual partner.

9. Liability
9.1 shiftX waives any and all liability on the part of itself, its’ staff and auxiliary persons for any damage incurred by the network under or in relation to this agreement shall be excluded for cases of simple carelessness.

9.2 The contractual partners and shiftX further agree to mutually exclude liability for so- called indirect damages, such as unrealised profit, fruitless expenditures, production downtimes or production disruptions, etc., even in cases of gross negligence.

9.3 The above liability limitations and restrictions shall not apply in cases of wilful and – within the limitations above – grossly negligent damage. Neither shall they apply in cases of culpably caused damage resulting from the destruction of life, personal injury or health damage or in cases of violations of cardinal obligations. For latter incidents liability shall be limited to damage that is typically foreseeable at the time of concluding the agreement.

9.4 shiftX shall not be held liable for damage resulting from or in relation to the legal relationships between the network partner and the respective booking agent, value-added service provider or incoming forwarder.

9.5 shiftX shall not be held liable for damage caused to the network partner resulting from incorrect third-party information made available to the network partner by shiftX via hyperlink on the websites mentioned in section of the Terms and Conditions. Neither shall shiftX be held liable for any damage resulting from incorrect information recalled via embedded third-party track-and-trace systems.

9.6 For any damages under this section 9, shiftX’s liability shall be limited to an amount no greater than the amount billed immediately preceding the claim excluding disbursements.

9.7 You agree to defend, indemnify, and hold harmless shiftX, its affiliates, agents, representatives, contractors, and all of their respective directors, officers, employees, partners, members, shareholders, principals, agents, and their predecessors, successors, and assigns from and against any and all actions, claims, proceedings, damages, settlements, judgments, liabilities, obligations, costs, and expenses (including without limitation attorneys' fees and litigation expenses) relating to or arising from your use of the Website and the services, your fraud, violation of law, or willful misconduct, and any breach by you of our Privacy Policy.

10. Intellectual Property and Trademarks

We are the owner or the licensee of all intellectual property rights on the Website, including content, design, graphics, and software. These works are protected by copyright and other intellectual property laws worldwide. All such rights are reserved.

11. Privacy

Any submission by you of personal information shall be governed by ShiftX’s Privacy Policy. You acknowledge that ShiftX does not wish to receive any personal information from you that is not necessary for ShiftX to perform its obligations, and, unless the parties specifically agree otherwise, ShiftX may reasonably presume that any unrelated information received from you is not confidential or proprietary information. Subject to certain requests by regulatory authorities, it may become necessary for ShiftX to obtain personal information. You represent and warrant that you have obtained all necessary consents; and, any personal information that you have disclosed to ShiftX, has been collected and disclosed in accordance within the EU General Data Protection Regulation 2016/679 (“GDPR”), the UK Data Protection Act 2018 as well as other similar local, state, federal and international data privacy regulations (collectively and individually, the “Applicable Data Privacy Laws”).

12. Accounts, Passwords and Data Exchange

12.1 If any part of the Services enables you to open an account (“User Account”), you must complete the registration process by providing current, complete, and accurate information as prompted by the applicable registration form. You are solely responsible for all activities that occur under your account and will be held liable for losses or damages incurred by shiftX or another party due to someone else using your account or password. You agree to notify shiftX immediately of any unauthorized use of your account or any other breach of security. shiftX will not be liable for any loss or damages that you may incur as a result of someone else using your password or account.

12.2 Each party may produce statements and messages electronically and transmit and exchange them (electronic data exchange), as long as the transmitting party is identifiable and these Terms and Conditions do not stipulate a different form. The transmitting party shall bear the risk for the loss and the correctness of the data transmitted.

12.3 Each party is obliged to perform the customary security and control measures to protect the electronic data transmission from access through third parties as well as to prevent alteration, loss or destruction of electronically transmitted data.

12.4 Each party shall appoint one or several contact persons to receive information, statements, messages and requests from the other party. Each party shall provide the other party with the name(s) and contact information. If one party fails to appoint a contact person, the person signing the agreement on behalf of that party – or, if no agreement was concluded, the person who established the contact – shall be the contact person.

12.5 Electronically or digitally created official documents shall be equivalent to written official documents.

13. Customer protection

13.1 The value-added service providers and shiftX agree on customer protection for all existing network partners. Customer protection covers:

• technical aspects, i. e. the services requested by a network partner from shiftX.
• geographical aspects, i. e. areas where services requested by shiftX for a network partner have to be rendered.
• temporal aspects, i. e. customer protection shall be limited to two years following the end of the cooperation. If this period was shorter than two years, then the customer protection is limited to that period.

13.2 While customer protection is in force, the value-added service provider is not allowed to directly or indirectly approach the network partners or their consultants in order to conclude agreements with them directly, unless they have obtained the explicit written consent of shiftX.

13.3 The value-added service provider shall pay reasonable damages – the amount of which shall be established by the responsible regional court exercising equitable discretion – for each violation of the stipulations.

14. Shipping Risk

For any claims regarding loss, damage or delay of cargo, shiftX shall reasonably assist with investigation on complaints however you acknowledge that the contracted service provider and/or carrier is liable in accordance with their general terms and conditions. shiftX shall not be liable for any claims associated with damage, loss, shortage and/or delays. shiftX shall not be liable for delays, penalties, or fines resulting from customs or regulatory issues caused by your non-compliance.

15. Disclaimer of Warranties and Limitation of Liability

SHIFTX SHALL NOT BE LIABLE FOR LOSS OF PROFITS, OR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES.

16. Links to Third-Party Websites
Certain links on the website may take you to third-party websites. shiftX provides these links only as a convenience to you and the use by shiftX of such links does not imply any warrant or endorsement of the third party, its products, services, or its website. Your use of such third-party content, products, or services shared through our website, is at your own risk. shiftX shall have the right, but not the obligation, in its sole discretion, to refuse, delete or remove any third-party content, products, or services that may be offered through the website for any reason, including without limitation a violation of applicable law.

17. Miscellaneous

You acknowledge and agree that shiftX does not provide legal advice, customs advice, including professional tax opinions or advice relating to declarations.

18. Applicable Law, Jurisdiction, Venu

The laws of England and Wales will govern these Website Terms and your use of the Website, without regard to any conflict of laws provisions that would result in the application of the laws of any other forum.

19.Revision

shiftX reserves the right to revise any of the terms and conditions contained in these Terms of Service, Terms of Use and our Privacy Policy at any time and in our sole discretion by posting such revisions on our website.

20. Termination

Either party may terminate the agreement by providing at least six (6) months notice. shiftX may suspend services for non-payment or misuse. Reactivation fees may apply. We will not be liable to you or any third party for the termination of your access.

21. Severability

If any provision of these Terms and Conditions are found to be invalid or unenforceable by a court of competent jurisdiction, the invalidity or unenforceability of such provision shall not affect the other provisions of these Terms and Conditions, which shall remain in full force and effect.

22. Force Majeure

shiftX is not liable for failure to perform or delays caused by circumstances beyond its control, including acts of God; public authorities acting with actual or apparent authority; strikes; labor disputes; weather; mechanical or equipment failures; cyber-attacks; pandemics; civil commotions; hazards incident to a state of war; acts of terrorism; acts or omissions of customs or quarantine officials; acts of carriers related to security; the nature of the goods or freight, or any defects thereof; inherent vice of the goods; perishable qualities of the merchandise; fires; frost or change of weather; floods; wind; storm; moths; public enemies; or other causes beyond shiftX’s control.

23. Contact Us

If you have any questions about these Terms of Service, please contact us at:

• Address: ShiftX BCO Network Ltd, Lynnfield House, Church St, Altrincham WA14 4DZ
• Email: enquiries@shiftx.uk