1. TERMS OF SERVICE FOR WAREHOUSES

Ladingo Ltd. (“Ladingo” or “us”, “our”, “we”) provides a cloud-based software solution for the use of online sellers or . These Terms of Service (“Terms”) govern the engagement between Ladingo and any Warehouse. “Warehouse” or “you” means any service provider that has the ability to provide the Services described in these Terms and as defined below and has agreed to be responsible for certain products to the Sellers and/or Shippers, for the prices and subject to the terms and conditions set forth in these Terms.

Please read these Terms carefully. By providing the Services or registering to provide the Services you signify your assent to both these Terms and our Privacy Policy, which is available at https://www.ladingo.com/privacy-policy/. Changes may be made to these Terms from time to time. A lack of action pursuant to Section 12 herein will be deemed acceptance to any such amended or updated terms. If you do not agree to any of these Terms, please do not click “ACCEPT”.

  1. Services. The Warehouse agrees to provide storage services for the Sellers pursuant to the terms and conditions of these Terms (the “Services”). The Services are provided on a non-exclusive basis in order to allow Sellers to store their goods and/or later ship their goods to an Amazon warehouse (FBA) or directly to their customers (respectively, the “fulfillment services” and the “Customers”) in respect of the products offered on the Seller’s website (the “Site”) and purchased by such Customers (the “Products”). Warehouse represents and warrants that it can ship the Products to FBA. Warehouse undertakes to perform the Services in a professional manner. Warehouse will act as an agent for the Sellers and accepts all responsibility and liability for the Products from the moment they enter the Warehouse’s possession.
  • Warehouse may procure the services of third parties who may perform the storage of the Products, as well as transport or clearance services. Ladingo will not pay Warehouse any fees, and the payment will be done directly by the Seller/ Shipper.
  • The Warehouse will communicate directly with the Sellers, Shippers shops, vendors or manufacturers.
  • Warehouse will bear full responsibility for damage occurring to the Products while in its possession. Warehouse will maintain general third-party liability insurance coverage at levels reasonably acceptable in the warehouse industry.
  • Warehouse will provide the Services and be available to accept the Products for storage at the timeline to which it commits. Warehouse must be accurate with the rates which they upload to the System (as defined below). If the rate changes that the Warehouse must update Ladingo Warehouse grants Ladingo the right to present the Warehouse rates and Services on its System to its users.
  • Warehouse must notify Ladingo as soon as it becomes aware of or has received notice of change in applicable laws or regulations as connected to the provision of Services under these Terms. Warehouse will promptly provide Ladingo with all required documentation with respect to the same.
  1. Non-Exclusive Arrangement. Ladingo’s engagement of Warehouse in connection with the provision of the Services shall be on a non-exclusive basis. Ladingo may decide to offer Warehouse’s Services wholly or partially to its users, such as for one segment of the shipment in one country, or within the supply chain, all in Ladingo’s sole discretion.

 

  1. Registration. In order to apply to be listed on the Ladingo cloud-based shipping system (the “System”), Warehouse will be required to register with Ladingo at https://www.ladingo.com/apply-to-be-a-ladingo-vendor/. Warehouse must provide all information as requested by Ladingo in the registration process, and Warehouse represents and warrants that all such information shall be accurate and complete. Warehouse shall keep such information up-to-date and confidential.

 

 

  1. Restrictions. Except as set forth expressly herein, Warehouse shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of the System; (b) modify any implementing code provided by Ladingo, (c) provide, transfer or make available the System to any third party or make the System available to any third party, (d) bypass any security measure or access control mechanism of the System, (e) resell or otherwise distribute for financial consideration any System provided by Ladingo (f) engage in any activity that disrupts the System or (g) use any information or content made available by Ladingo in another product or service. To the extent any of the restrictions set forth in this section are not enforceable under applicable law, Warehouse shall inform Ladingo in writing in each instance prior to engaging in the activities set forth above.

 

  1. Warehouse Data. In the course of the provision of Services and/or in the Connection with the Terms, Warehouse may provide Ladingo with certain data about Warehouse and its activities (“Data”) and vice versa. Warehouse shall not, without the prior written consent of Ladingo or the Seller, provide any party with any Data that personally identifies any individuals. Ladingo’s processing of Data shall be done in accordance with Ladingo’s Privacy Notice, as amended from time to time by Ladingo, a current version of which is available at https://www.ladingo.com/privacy-policy/ (“Ladingo’s Privacy Notice”). Notwithstanding the foregoing, Ladingo shall retain all Data for as long as required to provide the services under these Terms and ensure the shipment and as Ladingo may reasonably require for accounting and business purposes. Warehouse represents that it is permitted to provide Ladingo with such Data in order for Ladingo to provide the services hereunder, and that the provision of such Data to Ladingo or the receipt of the services shall not breach any law or any agreement between Warehouse and Seller and/or a third party. Ladingo may use aggregate data (“Aggregate Data”) for Ladingo’s own internal purposes, including for improving the services and/or the System.  

 

  1. Consideration. In return for the Services, the Sellers will pay Warehouse in accordance with Warehouse’s current price list, as reported to Ladingo and appearing on the System. Warehouse update all changes in its prices in the System. For the avoidance of doubt, Warehouse will not make changes to the pricing in connection with Sellers that already booked the Warehouse Services. The payments paid by the Sellers to the Warehouse are the sole compensation to which the Warehouse is entitled hereunder and Ladingo will not reimburse Warehouse for any expenses or for the costs of any third party contractors that may be engaged by Warehouse. Except as may separately be expressly agreed between the parties, all amounts payable to Warehouse include applicable VAT, and payors may deduct applicable withholding taxes and government charges as may be required pursuant to applicable law.

 

  1. Intellectual Property. As between the parties, Ladingo shall have all right, title and interest in the System, including any implementing code or interfaces provided by Ladingo. If Warehouse provides Ladingo with any feedback regarding the System (or any implementing code or interface), Ladingo may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback, provided, however, that Ladingo shall ensure that the feedback does not include any personal or confidential information of Warehouse.

 

  1. Confidentiality. Each party (the “Disclosing Party”) may disclose to the other party (the “Receiving Party”) certain confidential information regarding its technology and business (“Confidential Information”). Receiving Party agrees to keep confidential and not disclose or use any Confidential Information of the Disclosing Party except to support its use of the Services, services hereunder or the System. Confidential Information shall not include information that Receiving Party can show (a) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; (d) is required to be disclosed by law, regulation or court order or to cooperate with a law enforcement investigation, provided that, to the extent permitted under applicable law, Receiving Party provides Disclosing Party with prompt notice of such requirement and reasonably cooperates with Disclosing Party (at the expense of Disclosing Party) in order to challenge such requirement. Receiving Party shall restrict disclosure of Confidential Information to those of its employees with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. Any information regarding the System, as well as all data regarding the Services and/or the terms of these Terms shall be deemed the Confidential Information of Ladingo.

 

  1. Ladingo Warranties. Ladingo does not warrant that the System shall be accurate in all instances. Except as otherwise expressly set forth in these Terms, Ladingo expressly disclaims all implied and statutory warranties in respect of the System, including without limitation any implied or statutory warranties in respect of merchantability, fitness for a particular purpose or non-infringement. Ladingo does not guarantee the System will be operable at all times or during any down time (a) caused by outages to any public Internet backbones, networks or servers, (b) caused by any failures of System’s equipment, systems or local access services, (c) for previously scheduled maintenance, (d) caused by Ladingo’s cloud vendors or (e) relating to events beyond Ladingo’s control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, earthquakes, natural disasters, or interruptions in Internet services to an area where Ladingo or its servers are located. Ladingo is a marketplace that allows for connections between various individuals, institutions and organizations in the market, and Ladingo does not accept responsibility or liability for the actions, omissions or information provided by any third party making use of the System. All claims regarding the actions, omissions or information provided by any such third party shall be made solely against such third party.   

 

  1. Warehouse Warranties. Warehouse represents and warrants that (1) it is a corporation duly organized and validly existing under the laws of the applicable jurisdiction and it is authorized to do business in any jurisdiction to which Warehouse is subject, and (2) it has all requisite power, authority, franchises, permits and licenses to (a) execute and deliver this Agreement and any other document, agreement, certificate or instrument necessary to consummate the transactions and perform its obligations hereunder and (b) to own its properties and assets and to carry on and conduct its business as presently conducted or proposed to be conducted. Warehouse shall provide all Services in a diligent and professional manner, in a manner consistent with industry standards and practices, and in compliance with all applicable laws and regulations. Warehouse shall use industry standard methods to store and protect all goods delivered by Warehouse. To the extent Warehouse is the subject of any government audit or investigation, Warehouse shall promptly notify Ladingo in writing and provide full details in respect thereof.

 

  1. Limitation of Liability. To the fullest extent allowed by applicable law, in no event shall either party (or its directors, officers, employees or consultants) have any liability for any consequential, indirect, special or punitive damages, arising out of or relating to the arrangements contemplated herein. To the fullest extent allowed by applicable law, the aggregate liability of each party with respect to the arrangements contemplated herein shall not exceed US $10,000.  Ladingo has no responsibility for any third party information or content Warehouse or any other party may access through use of the System, and has no responsibility for the availability or accessibility of third party sites and services. The limitations of liability in this section do not apply to intentional misconduct, gross negligence, breach of confidentiality obligations or violations of applicable law.

 

  1. Term. The term of these Terms shall be one (1) year and will be renewed automatically for additional one (1) year periods. Warehouse may terminate these Terms and asked to be removed from the System for its convenience upon provision of 14 days’ prior written notice to [email protected] Ladingo may terminate these Terms and/or remove the Warehouse from the System for its convenience upon provision of 7 days’ prior written notice. Either party may terminate these Terms for cause: (a) upon 15 days’ written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (b) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Ladingo may terminate this Agreement upon written notice if it has reasonable suspicion that Warehouse is operating in violation of applicable law. Upon any termination or expiration of these Terms, Warehouse shall continue to maintain all products in storage until provided to the applicable Customer or returned to Seller. Once all packages are provided to Customer or returned to Seller, Warehouse shall cease all use of System. Sections 4, 5, 7, 8, 9-13 of the Agreement shall survive any termination or expiration hereof.

 

  1. Miscellaneous. These Terms represents the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties, whether written or oral, regarding the subject matter hereof. These Terms may not be modified or amended except in  writing executed by both parties. These Terms may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A waiver of any default hereunder or of any of the terms and conditions of these Terms shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. Neither party may assign any of its rights or obligations under these Terms without the prior written consent of the other party, provided that such consent shall not be required for the assignment by a party of all of its rights and obligations hereunder to a purchaser of all or substantially all of such party’s assets or share capital or in case of a merger or to an affiliated entity. Assignments not made in compliance with these Terms shall be void. Ladingo may provide access to the System through affiliated companies, so long as the terms of these Terms are respected and Ladingo remains liable to Warehousemen for the compliance of any such affiliated companies with the terms of these Terms. If any provision of these Terms shall be invalid or unenforceable, such provision shall be interpreted as necessary to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms which shall remain in full force and effect. The parties are independent contractors, and nothing herein should be interpreted as providing for any partnership, agency or representative relationship.  These Terms  are be governed by the laws of England, without regard to any conflicts or choice of law rules that would result in the application of the law of any other jurisdiction. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the London Court of International Arbitration, which rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English. Notwithstanding the foregoing, either party may seek interim relief, including an interim injunction in any court of competent jurisdiction.