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Terms & Conditions

Terms of user agreement (shipper/partner/buyer of service/Custom Broker/MSME)

Introduction

Kappal is an Integrated Digital Freight forwarding platform that connects buyers and sellers of for end to end logistic services. Kappal acts as an intermediary enabling the buyers and sellers and facilitates both the parties to conclude a contract with each other. However, there is no privity between the buyers and sellers

 

The domain name Kappal.co including any sub-domains (“Site”) is owned by Kappal Logistics Pvt Ltd. (formerly known as FreightBro Logistics Pvt Ltd), a Company incorporated under the Companies Act, 2016 under CIN – U74999TN2016PTC112794, holding PAN No. AACCF9286E) and having its registered office at No-2, Lady Madhava Road, Mahalingapuram, 

Chennai -600034., India.

 

The objective of the website is to provide a digital platform for shipping, logistics and other allied services. By clicking on the “I agree” button below, and by your continued use of this Site, you agree that you understand the terms and conditions of this Agreement, and that you agree to be legally bound by this Agreement (including the policies), as they may be modified by us from time to time. If you do not agree to the terms and conditions contained in this Agreement or our policies, please do not use the Site. Your continuance of usage of this Site is acknowledgment of acceptance of these terms and conditions.

 

Under this Agreement we limit our liability to you, and you indemnify us against certain losses we may suffer, in connection with your use of the Services. These terms and conditions include all modifications up to and including today’s date.

Agreement

This agreement and our policies constitute the entire agreement in relation to our relationship with you and your use of the Site. Access to this Site is subject to your acceptance of this Agreement.

Interpretation

For the purpose of this Agreement, wherever the context so requires, the term:

  1. “Agreement” is a reference to the terms and conditions contained in this Agreement and our policies relating to the use of the Site.
  2. “Buyer” shall mean any person who is willing to buy Services from the Sellers using the Site and more particularly Micro, Small & Medium Enterprises (MSME).
  3. “Kappal” is trademark owned by Kappal Logistics Pvt Ltd, a Company incorporated under the Companies Act, 2013 under CIN – U74999TN2016PTC112794, and having its registered office at No-2, Lady Madhava Road, Mahalingapuram, Chennai -600034., India
  4. “Force Majeure Event” shall mean any event that is beyond the reasonable control of Kappal and shall include, without limitation, sabotage, fire, flood, explosion, act of god, civil commotion, strikes, lockouts or industrial action of any kind, riots, insurrection, war, acts of government, computer hacking, civil disturbances, unauthorised access to computer data and storage device, computer crashes, virus attacks, breach of security and encryption, and any other similar events not within the reasonable control of Kappal and which Kappal is not able to overcome.
  5. “Members” shall mean the members of the Site, including any Buyers and Sellers that have been approved to use the Site in accordance with the Agreement.
  6. “Information” is a reference to any information uploaded or otherwise provided to the Site by any Member, including without limitation for the purposes of registration, listing of rates or quotes or bidding.
  7. “Person” shall mean a corporation, a partnership, a joint venture, a trust, an unincorporated organization, micro, small and medium enterprises and any other legal entity.
  8. “Seller” shall mean any person, including carrier, insurance company, financial institution, or other professional vendor, who is willing to provide Services to the Buyers using the Site.
  9. “Services” shall mean the services as more specifically displayed on our Site from time to time by Sellers, including without limitation shipping and logistic services, associated services including cargo Insurance, freight insurance, and trade finance.
  10. A reference to “we”, “our” and “company” is a reference to Kappal. The references to “you” and “your” refer collectively to you, and each of your employees, agents, contractors, related bodies corporate or other third parties who access this website on your behalf and acting with your express or implied authority.

Modifications to this Agreement

We may at any time modify any of the terms and conditions of this Agreement and/or the terms of our policies. Unless we notify you in writing or otherwise, modifications to this Agreement or our policies are effective upon being posted on the Site. You agree to check the Site regularly for modifications and other notices. Your continued use of the Site following a modification of

this Agreement or a policy constitutes your acceptance of all modifications posted on this Site. If you do not agree to a modification, you may terminate this Agreement by notifying us in writing and/or discontinuing your use of the Site. If, after any changes to this Agreement or any of our policies, you continue to use our Site, you will be considered to have accepted the varied/modified terms and conditions as part of the Agreement.

Eligibility

Use of the Site is available only to persons who can enter into legally binding contracts under applicable laws. Kappal reserves the right to terminate any Member’s membership and/or refuse to provide such Member with access to the Site if it is brought to Kappal’s notice or if it is discovered that such person is not eligible to use the Site.

Trading

Kappal provides an Integrated Logistic platform on which Buyers and Sellers can conclude contracts of carriage with each other (the “Contract”) as follows:

  1. The Seller agrees that each automated fixed-price quote generated by the Site (using the rate provided by a Seller) shall constitute a binding offer between Seller and the Buyer for the relevant Services;
  2. Where the Buyer accepts any automated fixed-price quote, the Buyer agrees that this constitutes acceptance of the Seller’s binding offer;
  3. Kappal acts as a platform only at all times and you acknowledge and agree that Kappal shall not be a party to the Contract between the buyer and the seller. For the avoidance of doubt, Kappal does not act as principal insurer or financial institution. The Buyers and Sellers acknowledge that Kappal does not validate, verify or otherwise authenticate, certify, confirm or endorse the Members or the Information or documents they provide or issue, nor does it endorse or guarantee the provision of the Services of Members, or make any guarantees as to the performance of, or payment for, the Services by a Member and the buyer shall use reasonable judgement and market intelligence to enter into the contract. Kappal is only a one roof platform for the Members to view the information/rates/services provided by the Members, without authenticating/validating the information provided. The Buyers acknowledge and agree that Kappal have no control over the adequacy and/or accuracy of the Services or the use, safety and legality of the cargo to be shipped. Kappal can’t ensure and do not guarantee that a Member will actually complete a Contract or act lawfully in using the Site, and each Member is responsible for ensuring that it complies with its obligations to any other Member under any Contract. Further, Kappal shall not be responsible for any delays or non-fulfilment of terms of the contract between the Members/buyers and you/sellers. If you do not comply with your obligations, you may become liable to that Member. Likewise, if another Member breaches an obligation to you, you are responsible for enforcing any rights that you may have against that Member. Kappal shall not be held responsible for non-fulfilment of obligations between the Member/buyers/ you/sellers etc. Furthermore, you must ensure that you are aware of the relevant laws applicable to you in purchasing and/or selling Services and providing the cargo to be shipped. Unless we advise otherwise on the Site, we do not offer any assurance, guarantee, insurance or purchaser protection.

Membership

Kappal reserve the right to change the Site and our services and suspend, terminate or restrict your membership at any time (including your access to the Site), in accordance with the terms of this Agreement or our policies. We also reserve right to cancel or suspend the membership without any notice in case the user charges for usage of Kappal platform are not received by Kappal within the timelines as stipulated from time to time. If we change the Site and our services, or suspend or terminate your membership, you may be prevented from accessing the Site and our services either temporarily or permanently. If your membership is suspended or terminated, you are prohibited from applying for a new membership account with us. Your account (including feedback and any associated user identification) may not be dealt with in any way by any third parties. You must not allow third parties to use your account and you must not transfer or sell your account to a third party. You shall be responsible for maintaining the confidentiality and security of the password and for all activities that occur in and through your account. As a Member you are responsible for maintaining control of your account and for any activity that occurs on your account. To maintain the safety of the Site and our services, you must report any unauthorized use of your account and associated user identification to us as soon as possible after becoming aware of the unauthorized use. Any response from Kappal regarding this will be sent to the e-mail address provided on registration. You shall ensure that you exit from the account at the end of each session. Use of another user’s account for availing the Services of the Site is expressly prohibited. You hereby agree that if you provide any information that is untrue, inaccurate, not current or incomplete, (or becomes untrue, inaccurate, not current or incomplete) or if Kappal has reasonable grounds to suspect that such information is untrue, inaccurate, not current, incomplete, or not in accordance with this Agreement, Kappal shall have the right to indefinitely suspend or terminate or block access of your membership on the Site and refuse to provide you with access to the Site.

External Weblinks

Kappal on its website provides the customer with an option at to avail additional services via weblinks/API (Application Programming Interface) which re-direct the customer to external websites which are not a part of Kappal. The customer on his own risk and volition shall use the services provided by such external websites. Kappal shall not be liable for any loss or liability incurred in the services availed from such external websites.

Records

We may make a record of all of Contracts formed. We are not liable for any loss of data, technical or otherwise, Information or other particulars supplied by you, due the reasons beyond its control like corruption of data or delay or failure to perform as a result of a force majeure event.

Buyer terms​

The following terms shall be additionally applicable to Buyers:
  1. Where you enter into a Contract with a Seller in accordance with clause 5, you agree to be bound by the Seller’s standard terms and conditions applicable to that mode of transport (or any other terms as otherwise agreed to between you and the Seller).
  2. Subject to any legal right to the contrary, you are obliged to complete any Contract.
  3. When requesting a quote, you must describe the requirements for the Services you wish to purchase, fully and accurately. Your listing must only include content relevant to that quote.
  4. You must be legally able to transport the items for which you are requesting the quote.
  5. You hereby confirm that Kappal neither confirms nor verifies the quotes given by you and/or the Seller.
  6. You hereby acknowledge that Kappal will not be a party to any Contract and the Seller will be solely responsible for performing all obligations under the same.
  7. If the Services are not received within the duration indicated by the Seller or are not in accordance with the specifications or has deficiency in services rendered, Kappal shall, under no circumstance, be held liable or responsible for the same. Any dispute relating to the delivery of Services shall be resolved directly between You and the Seller.
  8. Kappal offers no guarantee or warranty that:
a. There would be a satisfactory response or any response at all, once you provide your requirements for any quote;
b. The Seller has the necessary licenses for providing the Services under all applicable laws; or
c. The Services provided by the Seller will be provided skill fully and competently in a workman like manner.
  9. You shall be solely responsible for undertaking appropriate and effective due diligence and related analysis before entering into any Contract. You acknowledge and agree that Kappal has not carried out any background checks, due diligence or other verification relating to the Seller, and that Kappal does not guarantee/warranty the quality of Services being provided to you.
  10. You are solely responsible for coordinating and communicating with the Seller for the performance of the relevant Services, in accordance with this Agreement
  11. Your acceptance of this Agreement constitutes consent for Kappal to act as only a booking agent on your behalf for the limited purpose indicated in this Agreement.
 

Buyer Buyer’s financial terms​

You shall be required to make payments to the Seller directly for the Services provided by a Seller under any Contract and to us for commission for your use of the platform. Such payment will take place in accordance with the terms and payment instructions stated on the invoice.

Kappal service charges​

You shall be required to make the payment for usage of this platform to Kappal directly within the timelines stipulated, failing which Kappal shall have right to cancel the membership without any liability on Kappal.

Fraud

Without limiting any remedies available to us at law, in equity or under this Agreement, we may, in our sole discretion, suspend or terminate your membership if we reasonably suspect or believe, or are informed by a government agency or quasi-judicial authority that you have engaged in or may engage in fraudulent or illegal activity using, or otherwise in connection with your use of our Site and you will have no claim whatsoever against us in respect of any suspension or termination of your membership under this clause 13.

Your Information​

You are solely responsible for the Information you provide and by using the Site, you agree that you will keep your Information up to date and information and/or contents posted by you are in accordance with applicable law. We are not responsible for the content of the Information you provide. We may remove your Information from the Site at our sole discretion. You must not provide Information that is potentially or actually harmful to us, the Site or any third party and/or in contravention of any laws, rules and regulation. In this clause 14 “harm” includes, but is not limited to, pure economic loss that we may or do suffer and you agree to indemnify us from third party claims and/or any loss/damage/cost in relation to your use of the site or any infringement or default/commission/omission in performance of any obligations under the contract entered into pursuant to usage of this site and/or any unlawful act.

Cancellations

In the event a shipment is cancelled by the you/buyer after a booking is accepted by the seller (shipping line), all penalties and applicable charges applicable will be borne by the buyer without any liability on Kappal. For such cancellation, you shall keep Kappal indemnified at all times from any such charges or claims. In the event the booking cancelation charges are not paid up by the buyer, Kappal shall have a right to cancel a Member’s membership and take necessary legal action to recover any collectible
outstanding’s.

Feedback

We have a member-initiated feedback system to provide evaluations of the Members that the party has dealt with. Any feedback provided by you, or third parties in relation to your activities on the Site is owned by us. You may use the feedback only for the purposes of conducting your activities on our Site and only while you remain a Member. You must not use your feedback on this Site in any other venue or for any other purpose. You must not do or omit to do anything that will or is likely to undermine the integrity of the feedback system. We can suspend or terminate your membership if we are concerned by any feedback about you. Feedback must not be defamatory and must not be false or misleading. You further represent and warrant that while posting feedback on the Site you shall not use any offensive, libellous, derogatory, hateful or racially or ethnically objectionable language, or is obscene, pornographic, or constitutes an indecent representation of any person.

Disputes

We do not warrant that any Contract will be free of dispute. We are not responsible for resolving disputes between the buyer & seller and also other Members and we will not resolve or attempt to resolve disputes . You and other Members are solely responsible to each other for the obligations under the Contract. You agree that if you have a dispute with one or more Members, all disputes must be resolved between you and the relevant Member(s) without involving Kappal. Under this Agreement, you acknowledge that if we are contacted by a Member that claims to have a dispute with you regarding the Services, you agree hereby expressly that we can release your contact information to that Member and/or any other authorities and person at our sole discretion in order for the dispute between you and the Member to be resolved. You hereby irrevocably and unconditionally release us from all claims, demands and damages (actual and consequential) arising out of or connected with the dispute or our release of your contact information and subsequent contract entered between you and other member.

Communications

We will send you communications and notices regarding your account on the platform and any Contract concluded by you. These communications are not an endorsement, guarantee or alegitimization of any such Contract. You are responsible for completing all Contracts you are party to, which includes complying with all relevant legal obligations including without limitation your legal obligations in relation to the purchase of the Services, the shipping of any cargo, having all applicable licenses as may be required for discharge of obligations under the contract.

Unauthorized activity​

You must not:

 

  1. Modify, adapt, otherwise alter the platform or share your login with any third party;
  2. Interfere, in any way, with the listings of other Members;
  3. Provide false, misleading, deceptive or otherwise inaccurate information;
  4. Act fraudulently;
  5. Engage in any activities that may result in the price of the Services being manipulated;
  6. Copy, reproduce, create derivative works or publicly display any content contained in the Site (with the exception of your information);
  7. Infringe any third party’s copyright, patent, trademarks, confidential information, or any other proprietary/intellectual property rights such party may have;
  8. Provide or facilitate another person’s access to, reproduce, or otherwise make available, the Site or any part of the Site, to another person;
  9. Create liability for us or cause us to lose (in whole or in part) the services of our internet service providers or other suppliers;
  10. Take any action that will result in an unreasonable or disproportionately large load being imposed on our infrastructure;
  11. Directly or indirectly link to or include descriptions of Services that:
    a.Are prohibited under this Agreement
    b. Are listed for sale on a website that is not the Site; or
    c. You do not have a right to link to or otherwise include in your description of Services;
  12. List any item on the Site, or complete any Contract that was initiated using the Site, if payment of the listing fee or commission fee is likely to cause us to violate an applicable law, statute or regulation, this Agreement or any of our policies;
  13. Knowingly being involved in the shipping of counterfeit, stolen items and/or restricted and/or forbidden cargo;
  14. Violate any applicable law, statute, regulation or other applicable law or policy (including but not limited to those governing export and import control, consumer protection, unfair competition, and criminal law);
  15. Refers to any website or URL that, in Kappal’s sole discretion, contains material that is inappropriate for the Site or any other website, contains content that would be prohibited or violates the letter or spirit of this Agreement;
  16. Use any robot, spider, other automatic device or manual process to monitor or copy the Site, or content contained in the Site;
  17. Remove, disable, defeat, or otherwise circumvent any functionality of the Site (including a requirement to use a user name and password or other authentication method, or other security protection or preventative measures against unauthorized use);
  18. Damage, disrupt, disable or otherwise impair the operation of the Site or interfere with the use of the Site by other persons, including introduce a virus, trojan horse or other malware into the Site intended to cause damage, breach, malfunction, or other undesired effects to the Site, or carry out a denial of service attack;
  19. Collude with, enter an agreement with or correspond with another Member or other person to avoid paying us commission;
  20. Knowingly avoid our commission; and we may terminate your membership should you do, or we suspect you may do, any of the above.

License​

To enable us to use the Information, you agree to grant us an irrevocable, non-exclusive, perpetual, royalty-free, sub-licensable, worldwide license to do all acts comprised in the copyright and to exercise the publicity and database rights you have in the information, in any media, with respect to the Information. We will only use the Information in accordance with our privacy policy.

Confidential information​

Unless provided otherwise by us in writing, you must keep confidential, and not use or disclose, any of our information (including material obtained through the Site and your user name and password for the Site) that is marked as confidential information or which is by its nature is confidential information, excluding information which is public knowledge (other than as a result of breach of confidentiality by you), is in your prior possession or that is otherwise acquired or developed by you independently of us. Upon our written request, you must return or destroy all copies of confidential information in your custody or control.

Non-identifiable user data​

We shall be entitled to obtain and aggregate technical and other data about your use of the Site and the Services that are non-personally identifiable with respect to you, whether as a Buyer or a Seller (“Aggregated Anonymous Data”). We shall further be entitled to use the aggregated anonymous data to improve, support and operate the Site and the Services, provided that you will not be identified as the source of any Aggregated Anonymous Data and no personal information will be collected as a part of Aggregate Anonymous Data.

PrivacyPrivacy​

We will only use your personal information as set out in our privacy policy

Website terms of use​

Your use of our Site is subject to and governed by our site terms of use

Intellectual property​

The Site includes material which may be protected by copyright, trademark, or other intellectual property laws in India or elsewhere and all rights in relation to such material are owned by or licensed to us unless otherwise stated. You hereby acknowledge that the Site and our services constitute original works and have been developed, compiled, prepared, revised, selected, and arranged by Kappal through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of Kappal and such others. You thereby agree to protect the proprietary rights of Kappal during and after the term of this Agreement. You may not selectively download portions of the Site without retaining the copyright notices. You may download material from the Site only for the purpose intended by this Agreement. Anyinfringement shall lead to appropriate legal proceedings against you at appropriate forum for seeking all available remedies under the applicable laws.

Warranty​

You warrant to us that:

  1. For body corporates: you have the right and authority to bind the body corporate to the terms and conditions of this Agreement;
  2. All of the information you have provided to us in respect of this Agreement is true, accurate and complete and we may rely on this information;
  3. Your membership details are correct, and you will update your membership details if they change;
  4. In respect of any quote requested by a Buyer and posted on the Site, neither the Buyer or Seller will not approach the other to make any offer or otherwise negotiate that quote unless they do so via the Site;
  5. You will not post defamatory comments on the Site;
  6. You have made your own investigation and performed sufficient due diligence on the Site to fully inform yourself about the functions and operation of the Site and have not relied on any representations made by us or any other person in relation to the Site;
  7. You will not infringe or permit or assist any other person to infringe the intellectual property rights owned by us from time to time and use your best efforts to protect and prevent such intellectual property rights from such infringement by unauthorized third parties; and
  8. You will comply with all of your obligations under all applicable laws.

Authority​

If you accept this Agreement, or obtain access to the Site, on behalf of an employer, client or principal, you warrant that you have the express or implied authority to accept this Agreement on that person’s behalf and agree that this Agreement is also binding on that person.

Access​

Notwithstanding your acceptance of this Agreement, we are under no obligation to provide access to the Site or guarantee its availability or operation in any form and may suspend or terminate access to the Site or make changes to the Site at any time without notice to you.

Access method​

We may require you to use a user name and password or other authentication or security method in order to access and use the Site. You must keep your user name and password secure at all times.

No agency​

Entry into this Agreement does not give rise to an agency, partnership, joint venture, employee- employer or other similar relationship in whatsoever nature. You do not have any other authority to bind us or our related entities or affiliates in any way.

Liability​

You are responsible for all access and use of the Site that occurs through the use of your user name and password. Each act or omission in the course of accessing the Site is deemed to have been performed by you, regardless of whether that act or omission was undertaken by you.

Notice​

You must immediately notify us if you become aware of any suspected or actual:
  1. Unauthorized activity;
  2. Prohibited disclosure or use of your user name and password, or any confidential information; or
  3. Existence or exploitation of any security vulnerability, weakness, or threat on the Site.
  4. You must take all steps reasonably within your power to mitigate, prevent or stop any such conduct and provide all assistance reasonably requested by us in relation to any actions or proceedings we may take against any person for any such conduct.

Termination​

You may terminate your account with us by providing us with 30-days written notice of your decision to terminate the use of the Site. We will disable your login credential accordingly

Disclaimers

  1. To the maximum extent permitted by law, we make no representation or warranty (either express, implied or statutory) about: the Site; the accuracy, veracity, timeliness or content of any information or data contained on the Site and any other associated website; continued access to or use of the Site; availability of the Site; backup or business continuity in respect of the Site; the merchantability, fitness, quality or suitability for a particular purpose of the Site or data located on the Site; any supply agreements, panel agreements or any guarantee of business with us; or the Site or data being error or malicious code free, secure, confidential or performing at any particular standard or having any particular function.
  2. We provide the service on an “as is”, “with all faults” and “as available” basis, and do not warrant that it will be available for use or at all.

Limitation of liability​

  1. Kappal will not be liable for damage in any form (including, but not limited to, loss of data, indirect damages, consequential loss, pure economic loss, loss of opportunity, loss of revenue or profit, wrongful death, personal injury, property damage, penalties and fines, costs or any other loss) sustained by you, your servants, agents, employees, insurers and third parties for whom you are liable pursuant to any legal relationship.
  2. Notwithstanding clause 34(a) Kappal shall not be liable for any loss or damage of, and for any costs incurred by a user, carriers, owners and charterers of means of transport (including – but not limited to – vessels) or other third parties in relation to any Contract and/or Services performed as Transport acts as intermediate platform only.

Indemnity

  1. You shall immediately and fully indemnify Kappal in the event that another Member or a third party claims any loss or damage or costs in relation to your use of the Site, any breach or infringement of any rights or terms in this Agreement and any other default, unlawful act or omission on your part. This indemnification shall also include reasonable attorney’s fees and any other legal costs incurred by Kappal or its insurer, employee, agent or servant for defending any such claim from another user or a third party.
  2. Without limiting the preceding paragraph, you indemnify us, our officers, employees and agents from and against any claim, liability, loss, damage, costs (including the cost of any settlement and legal costs and expenses on a solicitor and own client basis), and expenses incurred by virtue of any breaches of a third party’s intellectual property rights as a direct or indirect consequence of your use of the Site or any software or other intellectual property licensed to you under this Agreement.
  3. This clause survives the termination of this Agreement.

Applicable law​

These terms and conditions, the Agreement, and the legal relationship between Kappal and you shall exclusively be governed by laws of India.

Arbitration

All disputes arising out of or in connection with the Agreement and the legal relationship between Kappal and you, shall be referred to arbitration in Mumbai in accordance with the Indian Arbitration and Conciliation Act 1996, as amended from time to time. The reference shall be to a sole arbitrator. The language of the arbitration shall be English. For the sake of clarity, the Buyer and the Seller agrees that this is an IT platform and therefore Kappal shall not be made party to any disputes between Seller and Buyer or amongst the Members.

Severance

Where any provision (or part) of this Agreement is held to be illegal or unenforceable, it may be severed, and shall in no way affect or prejudice the enforceability of the other terms or conditions of this Agreement.

Contact

Any notices, complaints or queries in relation to the Site or this Agreement must be directed to:

Kappal Logistics Pvt Ltd,
No-2, Lady Madhava Road, Mahalingapuram,
Chennai -600034., India.
Email id : dss@kappal.co