Terms & Conditions

Article 1. General Terms and Conditions Qcargo Solutions S.A.

These general terms and conditions (hereinafter: "General Terms and Conditions") apply to all offers and all ensuing agreements between Qcargo Solutions S.A. (hereinafter: "Qcargo"), having its registered office at [location], and its counterparties ("Client").

Any terms or conditions set by the Client that deviate from, or are not included in, these General Terms and Conditions shall only be binding upon Qcargo if and to the extent that Qcargo has expressly accepted them in writing.

Article 2. Definitions

2.1 General Terms and Conditions: the present General Terms and Conditions.

2.2 Qcargo: established at Rue des Bains 35, 1205 Geneva, Switzerland and registered with the Chamber of Commerce under number CHE-137.836.499; also available at www.qcargo.net.

2.3 Service(s): the services described in the Agreement, including but not limited to consultancy services.

2.4 Products: the products described in the Agreement, including but not limited to standard software products.

2.5 Intellectual Property Rights: rights of intellectual property including, but not limited to, copyrights (including copyright in software), database rights, domain names, trade name rights, trademark rights, design rights, neighbouring rights, patent rights, and rights to know-how.

2.6 Offer: a written proposal from Qcargo.

2.7 Client: the legal or natural person acting in the exercise of profession or business that has entered into an Agreement with Qcargo.

2.8 Delivery: occurs after approval by the Client, after the Client has started using the item, or after notification to the Client, where no response from the Client has been received within seven (7) days from notice.

2.9 Agreement: the agreement between the Parties under which Qcargo provides its Products and Services to the Client, and of which the General Terms and Conditions form an inseparable part.

2.10 Party/Parties: Qcargo and the Client collectively or individually.

2.11 Confidential Information: non-public information relating to a Party, and information designated by a Party as confidential, or that by its nature or the circumstances of disclosure must reasonably be treated as confidential.

2.12 Employee: any person employed by one of the Parties or who performs work for the respective Party on a contract basis.

Article 3. Applicability and Interpretation

3.1 The General Terms and Conditions apply to and form part of any legal act relating to the preparation, formation, or execution of the Agreement. They likewise apply to all subsequent Agreements between the Client and Qcargo, provided that the Client has previously accepted their applicability in earlier Agreements with Qcargo.

3.2 The applicability of any purchasing or other conditions of the Client is expressly excluded.

3.3 Any provisions or conditions stipulated by the Client that deviate from or are not contained in the General Terms and Conditions apply to the Agreement only if expressly agreed upon in writing by the Parties.

3.4 Should specific product, promotional, or service conditions apply alongside these General Terms and Conditions, such specific terms shall also apply.

Article 4. Formation of the Agreement

4.1 Qcargo shall issue an Offer specifying the work ("the Products and/or Services") it proposes to perform, detailing the items included and the amount payable. Only the description of Products and/or Services listed in the Offer is binding.

4.2 The Products and/or Services typically include the licensing of software and associated consultancy. Other Products and/or Services are only supplied if expressly specified in the Offer.

4.3 An Offer is entirely without obligation and is valid for fourteen (14) days after dispatch, unless otherwise stated in the Offer. Qcargo can never be required to accept an acceptance after this period; however, if Qcargo chooses to accept a late acceptance, the Agreement is nevertheless concluded.

4.4 The Agreement is formed at the time Qcargo receives the Client's written acceptance of the Offer. The Offer must be signed and returned by the Client, either in writing or via email.

4.5 If the Client does not explicitly indicate agreement with the Offer but nonetheless gives the impression of agreement—for example by allowing Qcargo to perform activities falling under the description of the Products and/or Services—then the Offer shall be deemed accepted. The same applies if the Client requests Qcargo to perform work without awaiting a formal Offer.

4.6 Modification of the Products and/or Services is only possible with the mutual consent of both Parties, except as otherwise determined in these conditions.

4.7 Prices stated in the Offer are exclusive of VAT and other government levies, as well as any expenses incurred under the Agreement, such as travel, shipping, and administration costs, unless otherwise indicated. Additional work at the Client's request will be charged at the regular hourly rates, provided this has been pre-notified.

Article 5. Execution of the Agreement

5.1 Qcargo shall commence execution of the Agreement following its formation, on the date or time agreed in the Agreement. If no date for performance has been agreed, Qcargo shall commence execution immediately.

5.2 If delivery cannot occur within the agreed time period, Qcargo shall notify the Client accordingly.

5.3 The Client acknowledges that it has no authority to issue instructions regarding the Products and/or Services to be supplied by Qcargo for the execution of the Agreement.

5.4 The Client shall do, and refrain from doing, all that is reasonably necessary and desirable to enable timely and proper execution of the assignment. In particular, the Client shall ensure that all data which Qcargo indicates are necessary, or which the Client should reasonably understand are necessary for executing the assignment, are furnished to Qcargo in a timely manner.

5.5 Qcargo may suspend performance if essential data are missing or incorrect.

5.6 If the work occurs at the Client's or a designated location, the Client shall provide all reasonably required facilities at no charge.

5.7 Qcargo shall endeavor to execute the Products and/or Services carefully, properly, and to the best of its ability, including safeguarding the confidentiality of all information and data provided by the Client.

5.8 Qcargo is entitled, but never obliged, to verify the accuracy, completeness, or consistency of the source materials, requirements, or specifications made available to it, and in the event of deficiencies, may suspend the agreed work until the Client remedies such deficiencies.

5.9 If proper performance of the Agreement so requires, Qcargo has the right to engage third parties to execute the Agreement. The General Terms and Conditions apply equally to work performed by these third parties. Such third parties are not authorized to represent Qcargo.

5.10 Qcargo is under no obligation to allow work to be performed by third parties designated by the Client. The Client is liable for goods to be used in the fulfillment of the Agreement prescribed by or on behalf of the Client, or supplied or to be supplied by a supplier appointed by the Client, as well as any non-timely or failed delivery thereof.

5.11 Qcargo is entitled to temporarily withhold or limit delivery of the Products and/or Services if the Client fails to meet any obligation toward Qcargo under the Agreement or acts contrary to these General Terms and Conditions.

5.12 Qcargo shall endeavor to respond as quickly as possible to any request from the Client but makes no concrete commitments regarding response times, unless otherwise agreed in the Offer.

Article 6. Development of Works

6.1 This article applies if the Services (partially) consist of developing, configuring, or customizing work products ("Works"), including but not limited to reports, documentation, custom software, websites, visual material, or analyses.

6.2 Qcargo provides no guarantees as to the operation of Works when used with non-current or outdated operating systems, browsers, other software, or hardware, except to the extent expressly stated otherwise in the Offer.

6.3 Where execution of Services requires the Client to supply source materials to Qcargo, the Client shall at all times be responsible for holding all necessary licenses for provision and intended use by Qcargo. The Client indemnifies Qcargo against third-party claims regarding breach of such rights.

6.4 Unless expressly agreed otherwise, Qcargo is entitled to use images, software, and third-party components, including stock photos and open-source software, in developing, configuring, or adapting Works.

6.5 After delivery, the responsibility for proper compliance with relevant third-party licenses in use of the developed Works rests with the Client. Qcargo will adequately inform the Client of applicable license terms.

6.6 The Client indemnifies Qcargo from third-party claims in respect of installation and software licenses, except where such claims arise from information or licenses supplied by Qcargo.

6.7 Qcargo shall provide the Works in an appropriate electronic format.

6.8 Qcargo shall never provide source files (such as, but not limited to, PSD, HTML/CSS, or PHP code) of the delivered Works to the Client or third parties, unless expressly agreed otherwise in writing.

6.9 Qcargo will retain source files so long as it provides Services to the Client, or it is likely to do so. Qcargo is entitled to delete the source files after this period. If the Client issues a follow-up assignment regarding the Works after this period, Qcargo has the right to charge for redevelopment, repair, or retrieval of such source files.

Article 7. Installation and Maintenance of Works

7.1 Should this be agreed as a Service, Qcargo shall install and configure the Works or other agreed software or data on the software and network environment designated by the Client. The selection, procurement, and management of this software and network environment shall be the exclusive responsibility of the Client. Qcargo shall provide instructions for the required configuration.

7.2 Upon request, the Client shall afford Qcargo staff and auxiliaries all necessary access to the environment to facilitate installation, configuration, maintenance, and software adjustments. Physical hardware access shall only occur if necessary and by prior arrangement.

7.3 If the use of Works requires third-party licenses, the Client must obtain such licenses and strictly comply with their terms. The Client indemnifies Qcargo against third-party claims in this respect, except where such claims arise from information or licenses supplied by Qcargo.

7.4 If maintenance has been agreed as a Service, Qcargo shall use its best efforts to modify the Works at the Client's request in order to enhance functionality or cure defects. However, Qcargo retains the right to refuse such requests if it reasonably deems this infeasible or if such action would impair the proper functioning or availability of the software. Such maintenance is invoiced on an hourly basis unless agreed otherwise.

7.5 If the Client independently makes changes to any Work, this is entirely at the Client's own risk, unless the Client has notified Qcargo of the desired changes in advance and Qcargo has approved them in writing. Qcargo may attach conditions to such approval. Qcargo may refuse or charge a surcharge on its hourly rate for any further maintenance following unapproved changes.

Article 8. Delivery and Acceptance

8.1 Qcargo shall deliver the agreed Work (including, but not limited to, consultancy and advisory services, and development of Works) or parts thereof, or deem them completed, when these in its professional opinion meet the agreed specifications or are suitable for use or application.

8.2 Qcargo offers no guarantees regarding delivery deadlines. Exceeding a deadline does not entitle the Client to compensation, termination of the Agreement, or suspension of obligations, unless expressly agreed otherwise.

8.3 Within fourteen (14) days after delivery or completion of the Work, the Client shall evaluate and approve or reject the Work in writing or by email. Complaints regarding the Work must be reported to Qcargo in writing within this period, but no later than eight (8) days after the alleged defect is discovered, specifying the complaint precisely.

8.4 In the absence of timely and substantiated rejection or complaint, the delivered or performed Works are deemed accepted, and all rights to remediation expire, except where Qcargo knew or should have known of the defect on delivery.

8.5 If a Work is delivered in phases, the Client must approve or reject each phase of the Work as provided in the preceding clause. Approvals or rejections at later phases may not be based on aspects approved in an earlier phase.

8.6 If a complaint is justified or the delivered Work (in whole or part) is rejected, Qcargo will use reasonable efforts to remedy the issue through revision or a reasoned explanation if no defect is present. Thereafter, a new evaluation period of fourteen (14) days applies for the Client.

8.7 If, after revision or explanation, the Client continues to reject the delivered Work in whole or in part, Qcargo is entitled to charge additional fees for subsequent revisions. Qcargo will indicate after a revision whether additional revisions will incur extra fees.

8.8 Should a Party indicate that further revisions are futile, both Parties are entitled to terminate the Agreement in respect of the rejected part. In this case, the Client shall reimburse Qcargo for the hours actually worked, up to a maximum of the offered sum for the rejected part. The Client does not then obtain any right to use the rejected part. Qcargo may only terminate after having indicated in a revision or reasoning that such will be the last, and the Client likewise rejects it wholly or partially.

8.9 Upon acceptance of the delivered Work, all liability for defects in the delivered item expires, except where Qcargo knew or should have known of the defect at the time of acceptance. In all cases, liability for defects in a Work expires one (1) year after termination of the Agreement for any reason.

Article 9. Duration and Termination of the Agreement

9.1 The duration of the Agreement is specified therein. If no duration is specified, the Agreement is entered into for an indefinite period and may be terminated upon notice.

9.2 The Client may terminate the Agreement prematurely with due observance of a notice period of one (1) month.

9.3 In the event of termination, the Client is obliged to pay the full sum due, reduced by any savings Qcargo realizes as a result of the termination. Qcargo will deliver completed work. Should the price depend on the actual costs incurred by Qcargo, the price owed by the Client will be calculated on the basis of costs, work performed, and profit that Qcargo would have realized on the entire project. The amounts remain due after termination and are immediately payable upon termination.

9.4 Qcargo may suspend or terminate the Agreement at any time if:

9.4.1 The Client has been declared bankrupt;

9.4.2 The Client has been granted a suspension of payments;

9.4.3 The business of the Client is dissolved or liquidated.

9.5 Obligations which by their nature are intended to continue after the end of the Agreement shall remain fully in force after termination and continue to apply to the Client and its legal successors.

Article 10. Price and Payment

10.1 All prices are stated in euros unless otherwise agreed with the Client.

10.2 The Parties may agree on a fixed price upon entering into the Agreement. If no fixed price is agreed, invoicing will be based on the actual hours worked by Qcargo at its customary hourly rates for the period in which the work is performed, unless expressly otherwise agreed.

10.3 Qcargo shall issue electronic invoices for the amounts due from the Client.

10.4 The payment term is fourteen (14) days after the date of the invoice unless a longer period is stated. If the Client fails to pay on time, it shall be in default by operation of law from fourteen (14) days after the invoice date without the need for a notice of default. If any amount remains unpaid after the due date, statutory interest will be payable on the outstanding invoice amount.

10.5 If the Client considers that (part of) an invoice is incorrect, it must report this to Qcargo within the payment period. The obligation to pay the disputed part (but not the remainder) is suspended until Qcargo has investigated the claim. Should Qcargo subsequently determine the dispute was unfounded, the Client must pay the disputed amount within seven (7) days.

10.6 In the event of overdue payment, the Client is, in addition to the amount owed and accrued interest, liable for full reimbursement of both extrajudicial and legal collection costs, including lawyers', bailiffs', and collection agencies' fees.

10.7 The claim for payment is immediately due and payable if the Client is declared bankrupt, applies for suspension of payments, if any attachment is levied on its assets, the Client dies, or if it is dissolved or liquidated.

10.8 Qcargo is entitled, once per calendar year, to adjust the rates used in line with the then-published Consumer Price Index (CPI), provided the increase does not exceed 5%. Qcargo shall give the Client at least two (2) months' prior notice of any rate changes. In case of a price increase, the Client has the right to terminate the Agreement with a notice period of one (1) month.

10.9 All prices invoiced by Qcargo are exclusive of taxes (VAT) and government-imposed levies.

10.10 The Client is obliged to pay the amounts arising from the Agreement to Qcargo. If the Client consists of multiple natural and/or legal persons, each is jointly and severally liable for the obligations.

10.11 If evidence is required regarding the services performed or the amounts due from the Client, all relevant documentation and data from Qcargo's systems and records shall suffice as evidence, without prejudice to the Client's right to provide contradictory evidence.

Article 11. Obligations of the Client

11.1 The Client shall ensure that all (technical) information, decisions and data deemed necessary for execution of the Agreement are provided to Qcargo in a timely manner. The Client is responsible for their accura

Article 12. Shipment Transaction Screening Module

The export control determination in ITTS/Qcargo's compliance portal is based on the goods description and/or customs information and/or other data you provided us with, on publicly available information published by governments, international and supranational organisations regarding export control regimes and dual-use items control lists, and on our best efforts. Any omissions and inaccuracies in the data you provided may negatively affect the quality of the determination.

Article 13. Warranties and Limitation of Liability (API information from third parties)

13.1 The Information may not be the sole basis for decision-making. It is based on data provided by third parties, the accuracy of which cannot be guaranteed by Qcargo Solutions S.A. Although Qcargo Solutions S.A. strives to maintain a fully operational and high-quality API, the API and the Information obtained through the API and third-party services are provided on an "as is" and "as available" basis, without warranties of any kind, whether express or implied.

13.2 In particular, neither Qcargo Solutions S.A. nor any of its data suppliers provides the Customer with any warranty or assurance regarding the content of the Information. While Qcargo Solutions S.A. endeavors to maintain the accuracy and quality of the Information, it may nevertheless be inaccurate or outdated. Therefore, any use of the Information is at the Customer's own risk.

13.3 Subject to paragraph 6.5 of Part A, Qcargo Solutions S.A. and its data suppliers disclaim all liability, whether contractual, in tort (including negligence), for breach of statutory duty, for damages, or otherwise, for any indirect or consequential loss. Qcargo Solutions S.A. shall not be liable for the following types of financial loss (whether direct or indirect):

13.3.1 loss of profit,

13.3.2 loss of income,

13.3.3 loss of revenue or goodwill,

13.3.4 loss of anticipated savings,

13.3.5 increase in bad debts, and

13.3.6 failure to reduce bad debts.

13.4 Where any matter gives rise to a valid claim against Qcargo Solutions S.A., its liability under this Agreement, whether contractual, in tort (including negligence), for breach of statutory duty, in damages, or otherwise, shall be limited to the amount paid for the Information supplied under this Agreement in the year in which the claim arises.

13.5 Nothing in paragraph 6 or any other provision of this Agreement is intended to exclude or limit liability for death or personal injury caused by Qcargo Solutions S.A.'s negligence, fraud or fraudulent misrepresentation, or any other liability that cannot legally be excluded or limited.

13.6 Each party to the Agreement warrants that it has obtained and will continue to hold all necessary licenses, consents, permits, and agreements required to fulfill its obligations under the Agreement and to grant rights to the other party under the Agreement.

Article 14. Indemnification

14.1 The Customer agrees to indemnify, defend, and hold harmless Qcargo Solutions S.A., its parent companies, subsidiaries, affiliates, officers, and employees from and against any loss, cost, damage, claim, liability, or demand (including reasonable legal fees) made, asserted, or incurred by a third party (including data suppliers), or incurred or suffered by Qcargo Solutions S.A. or its parent companies, subsidiaries, affiliates, officers, or employees, arising out of or in connection with:

14.1.1 the Customer's use of the API and the Information obtained through the API, whether in breach of the Agreement or otherwise;

14.1.2 any breach by the Customer of the terms of this Agreement; and/or

14.1.3 any breach by the Customer of applicable laws and regulations.