In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Preamble: Definitions
I. General Conditions of Service (GCS): Represents the contractual terms in force between Nobordist and contracting users.
II. Logistics Service (Service): Electronic direction service of shipment execution, screening and customs clearance of Users’ Products regularly registered on the platform www.nobordist.com.
III. Contracting User or simply User: Client, natural or legal person, national or foreign.
IV. Nobordist: Contract service Provider.
V. Merchandise: Any and all lawful products owned or in possession by the User, the nature of which permits the contracted Service to be executed.
VI. Shipment: Merchandise shipping process.
VII. Transportation: Shipping process of the shipped merchandise.
VIII. System: Software used to manage the services offered to the User on the www.app.nobordist.com and www.trackmyorder.io
IX. Account: Active registration of the User’s registration data with the Nobordist System, which allows the user to use the Services made available.
X. Sales Quote: It is the commercial proposal sent by Nobordist, which, if endorsed together with the GCS, now functions as the scope of the service to be carried out.
XI. Parties: Joint mention to Nobordist and User.
XII. Chosen Plan: type of service to be provided that tie certain scope of work to a price to be paid to Nobordist. It may refer to a one-off service or successive provision, for a specified period.
XIII. Implementation Project: Process of integration of the system and the customer’s business needs with the Nobordist system.
XIV. SLA: Service Level Agreement.
XV. Consumer: Customer, in any way, of the User.
XVI. Recipient of the Goods: Natural or Legal Person to whom the Goods are intended, regardless of whether or not it is the Consumer.
XVII. Tax payer: Natural or Legal Person who performs the act that generates the tax and who will be responsible for it as a taxpayer, being as a rule the Consumer for the purposes of these General Conditions of Service. It is not to be confused with the one who is responsible for the simple collection of the tribute due.
Section I. Purpose and Extension
1.1 This General Conditions of Service, hereinafter referred to as GCS only, have as its object to define the conditions of contracting and use of the Logistics Service developed by Nobordist for the benefit of its Contracting User, hereinafter referred to as User only.
1.2 This GCS are the only ones applicable to the service proposed and replace any and all conditions not provided here.
1.3 Nobordist reserves the right to change this GCS at any time.
1.4 In case of modification, the GCS applicable to a transaction will be the GCS in force at the time of the User’s entry.
1.5 User accepts GCS without any reservation in the act that he electronically agrees to its terms in the Field Read and Accept present on the Nobordist website – www.nobordist.com.
1.6 User’s acceptance of this GCS implies its self-declaration of legal legitimacy to contract the proposed service, both in relation to its civil capacity, and in relation to its capacity for legal representation of the User.
1.7 The acceptance of this GCS through the act of electronic adhering to its terms implies a declaration of unequivocal and complete agreement and formally establishes the contractual legal tie between the parties.
1.8 User’s entry to the Nobordist service platform requires the precise and reliable registration of their data in it, as requested there, as well as registration of login and password for access and use of the same, the latter being of a personal and non-transferable nature.
1.9 All reported data is protected by our privacy policy and the General Data Protection Law in force in the country of contracting the Logistics Service, hereinafter referred to as Service only.
Section II. The Nature of the Merchandise Directed to Shipment
2.1 The Service is made available only to lawful products, and its nature and specificity must be the subject of specific content declaration on the platform www.nobordist.com.
2.2 Nobordist will not be responsible for products that do not fall within the aforementioned law, and it is certain that in the event of any complication that has a correlation with the extent to the dispositions herein established, the company will act decisively with the police, judicial, customs or governmental authorities to see the matter through and bring the perpetrators to justice.
2.3 With regard to controlled products, or that by their nature require any specific authorization, licensing, certification or approval for the release of their shipment and transportation, it is said that such procedures are the sole responsibility of the User, and no impediments of such nature, detrimental to the faithful fulfillment of this contract, are to be imputed to Nobordist.
2.4 Without prejudice to the specifications provided here regarding the Merchandise destined for Shipment and Transport, the following provisions will be observed:
Volume weight =length X Width X height /6000;
The freight will be charged from 50g，the maximum weight of every parcel is 30KG; Weight above 2KG will be charged by every 0.5KG, for example, 2.30KG is considered as 2.5KG;
Length, Width and Height can’t surpass 105cm, and the sum of three of them can’t surpass 200cm.
Section III – Tax Interface
3.1 When the Service is contracted, the User must indicate (I) the tax payer, as well as (II) the one who will be in charge of the collection of taxes in the operation.
3.2 If the User is responsible for the collection of taxes incurred in the operation, Nobordist will guarantee the delivery of the Goods shipped and transported to the recipient, except for insurmountable customs restrictions that are presented and that are not within its purview.
3.3 Without prejudice to the amount set out in clause 2.8, if the User indicates the Tax payer as being responsible for the collection of taxes in the operation, Nobordist does not guarantee the delivery of the Goods to the recipient, and the Goods must be retrieved by the User himself at the customs post of the respective locality, if retained, and in this case, the said recipient must perform, next to the post, the payment of taxes, tax charges, and other expenses due for the withdrawal of the Goods.
3.4 The User expressly agrees that if he chooses the option provided for in Clause 4.3, above, and the Tax payer does not pay the Taxes and charges on the delivery of the Goods to the customs post, the User shall bear the costs of return freight to the address of origin.
3.5 In the event that the User offers his Consumer Client, Tax payer, the convenience of collecting taxes due and incidents on the operation, the following legal guidelines shall be followed:
Should the Taxes be collected directly by the User, he/she must pass on to Nobordist all the documentation that mirrors their regular payment;
Should the Tax payment be delegated to Nobordist given the SLA signed with the User, the User must transfer in advance the corresponding amount of the Tax to be collected, as well as faithfully comply with the tax and accounting standardization informed by the Nobordist, in force in the country of destination of the Merchandise;
The delegation of the collection of taxes due necessarily requires that this condition is explicitly spelled out in the General Conditions of service of the User’s platform, and accepted by its Consumer Customers, without reservations of any nature;
The text of these General Conditions must necessarily bring an authorization of said Consumer Customers so that the User can delegate the collection of Taxes to third parties designated, without this representing, from any angle, in violation of the General Law of Data Protection of the Country where the contract took place, or where the collection of taxes due;
The delegation for the collection of taxes is understood as any and all lawful acts necessary to accomplish the act of collection, including, without prejudice of others, the realization of registration and performance in a digital interface of a fiscal platform of the place where it has to promote the collection of taxes due.
Any and all documents that are eventually required of the Consumer Client or the Tax payer for faithful compliance with the delegation herein, must be provided by them, being certain that at no time these CGS imply a mandate agreement between them and Nobordist;
Nobordist is not responsible for the measurement of the value and tax criteria levied on the Goods transported, including with regard to the eventual revision of the tax release, being bequeathed to it only the collection of taxes levied on the operation;
Any divergence of information that prevents the delivery of the Goods, even after the taxes due have already been paid is the entire responsibility of the User and/or his Consumer Customer, and Nobordist is exempt for any claim under this item;
3.6 The User agrees that in any case he/she/it will be responsible for the freight costs of the Contracted Service, charged by Nobordist.
Section IV – Obligations and Liability of Nobordist Platform
4.1 Nobordist reserves the right at any time to promote changes of any nature in the Software used to manage the services offered to the User in the following domains www.nobordist.com, trackmyorder.io, app.nobordist.com.
4.2 The System may suffer from complications and will always be made available as it is at the time, guaranteed the conditions stated in clause 5.4.3 and following.
4.3 Nobordist does not guarantee that the functions contained in the System meet the needs of the User, that the operation of the System will be uninterrupted or error-free, that defects in the System will be corrected in a specific time frame, or that the System will be compatible with or work with any other system that has interface, applications, peripherals and hardware, or third-party services.
4.4 Nobordist’s obligations under this GCS are, in addition to others set forth herein:
Provide the Services through qualified personnel, observing a standard of quality and technical perfection required by the market.Provide remote technical support, as long as included in the Chosen Plan of the Sales Quote on working days of the city of São Paulo and business hours (from 9:00 am to 6:00 pm) through e-mail, chat or phone to correct operational problems, clarify doubts about the operation of the System.
Provided that the obligations under the User and provided for in this GCS are observed, keep the System available for 99.5% (ninety-nine point five percent) of the time in each calendar month (“Contracted Monthly SLA”), except for the following hypotheses: (a) Interruptions required for technical adjustments or maintenance, being informed in advance and to be performed at times of low system utilization; (b) Emergency interruptions arising from the need to preserve the security of the System, aimed at preventing and/or stopping the action of “hackers”, as well as implementing security fixes; (c) Any unavailability caused by a fortuitous event or force major, government actions, floods, fires, earthquakes, civil conflicts, acts of terrorism, strikes or labor problems (except those involving Nobordist employees), any discontinuities from technology and communication service providers, such as the host of servers, telecommunications operators and electricity; (d) Suspension of the provision of the services contracted by determination of competent authorities, or for non-compliance with clauses of this GCS.
4.5 In the event that Nobordist Platform does not comply with the Contracted Monthly SLA, the User will be eligible to receive a “Service Credit”, which may be used by the User with Nobordist, calculated as defined below.
4.5.1 Service Credits are calculated by the percentage of the respective fixed monthly payment (one twelfth of the yearly fee) paid by the customer in the month of non-compliance with the SLA, according to the table below:
DETERMINED MONTHLY SLA PERCENTAGE OF SERVICE CREDIT
Between 0,01% e 1,00% below of the Monthly SLA Contracted 10%
Higher than 1,00% below of the Monthly SLA Contracted 20%
Such Service Credits will be used only for the reduction of the monthly invoice of the Nobordist platform and not of the Transportation brokerage.
For definition purposes, Determined Monthly SLA is calculated by subtracting from 100% the percentage of time in which the System became “unavailable”. Being considered the time, in minutes, from 10 (ten) minutes of “unavailability”. For example, if the total continuous unavailability time is 225 (two hundred and twenty-five) minutes, the total of 215 (two hundred and fifteen) minutes will be counted for the calculation of the “Determined Monthly SLA”.
“Unavailable” and “Unavailability” mean the situations that the System has been fully off the air. Periods of bursts in availability will not be computed for the Determined Monthly SLA.
In case of non-compliance with the Determined Monthly SLA established in this Section for three consecutive calendar months, the User may terminate this Agreement in full, without the need for prior notice and incidence of any penalties to the User.
5.6 To ensure the name, image and brand of the User, not exposing the User to any situation that may be harmful to his/her/its reputation, even being responsible for the conduct of his employees and outsourced staff.
Section V – OBLIGATIONS OF THE USER
5.1 The User undertakes to provide all technological means that allow Nobordist to integrate the System into its own technology systems and to the transport companies contracted by Nobordist.
5.2 The services provided through the System are intended to expedite and facilitate the exchange of information and monitoring of the business carried out by the User and carrier companies.
5.3 During the Implementation Project, if the User fails to answer any questions made by Nobordist for more than 30 (thirty) days, Nobordist may terminate this Agreement, without any encumbrance or fine, and no refund of any amounts already paid by the User is due, remaining the User required to pay the full payment of the amounts of the fixed annuity and any remaining amounts related to the Implementation Project.
5.4 The User recognizes that the technical criteria for assessing the completion of the Implementation Project by Nobordist are set out in Annex II of this GCS. Once such criteria are met, Nobordist will notify the User regarding the completion of the Implementation Project.
5.5 The User shall take all security measures so that his/her/its personnel and/or third parties do not violate any intellectual property right of Nobordist, and immediately communicate it in the event of any violation of the intellectual property that he/she/it becomes aware of.
5.6 The User shall take all necessary measures to use the System in compliance with this GCS and shall be liable for any violations of the intellectual property of Nobordist or any third party. Otherwise, Nobordist, regardless of prior notice to the User, may block or suspend the user’s use of the System for an indefinite period, the User being solely responsible for the damages it may suffer from the misuse of the System.
5.7 The User must always keep up-to-date his/her/its registration with Nobordist, notifying immediately whenever there are any changes to his/her/its data, including, but not limited to, address, telephone and e-mail to contact.
5.8 The User shall be responsible, in full and exclusively, for the actions performed by users, third parties authorized by the User to access the System stating that the responsibility for those actions will always be solely and exclusively of the User.
5.9 The User must make timely payments due under this GCS and Sales Quote.
5.10 The User shall ensure the name, image and brand of Nobordist, not exposing Nobordist or its services to any situation that may be harmful to its reputation, including the conduct of its employees, service providers and contractors.
5.11 The User shall immediately notify Nobordist of any adverse events related to the fulfillment of the obligations assumed in this GCS.
5.12 The User will not make any statement on behalf of Nobordist or regarding its services and/or products, during the term of this GCS and after its termination, without its prior and express authorization.
5.13 The User shall not assign or in any way transfer to third parties any of the obligations or liabilities arising from this GCS, without prior and express consent of Nobordist.
5.14 The User will be responsible for the veracity of the information provided, when signing this GCS and Sales Quote, as well as responsible for the veracity and accuracy of the registration information provided in the Sales Quote and during the contractual relationship.
5.15 Nobordist will not be liable for any defaults of the User’s obligations that imply the obstruction, suspension or delay of its services.
Section VI – Liability
6.1 The Service provided by Nobordist is of means, and not of ends, that is, its liability is restricted to the object of the contracted service, remaining the exclusions of liability provided herein.
6.2 The User declares and undertakes not to generate any kind of damage to Nobordist by the practice of an unlawful act or that simply contradicts this GCS, and must indemnify Nobordist if urged to do so, without prejudice to additional assessment of damages to be done in the proper Court of Law in its time and mode.
6.3 In any case, Nobordist’s right of return against the User is consigned, without any forced indemnification sponsored in advance by the first constitutes a new addition of the legal obligations signed with the second.
6.4 Nobordist advises that all contracted services be subject to specific insurance coverage under the Responsibility of the User, assuredly that Nobordist will not be liable for, in any case, indemnification for the perishing of the Merchandise launched to Shipment and Transport.
Section VII – Term, Price and Termination
7.1 This GCS will enter into force on the date of electronic acceptance, which may occur before or after the signing of the Sales Quote, and will remain valid for the Contractual Term established in the Sales Quote. The User will be submitted to GCS for the period in which the User represents an active registration before the Nobordist System, and the User may at any time terminate his/her/its Account following the steps made available by the System to do so.
7.2 The System will indicate the amounts for each of the Services provided by Nobordist, as well as the available payment methods, and it is the user’s sole responsibility to provide complete and accurate information that allows the payment of the Services to be made.
7.3 Each party will be responsible for the taxes levied on the operation carried out, according to the nature of its participation in it.
7.4 No Service will be provided before the payment of the amounts charged by it is cleared.
7.5 Once the commercial proposal provided for in the Sales Quote is validated, as well as the GCS, the contracted service, whether punctual, or successive for a specified period, cannot be unmotivated terminated, subjected to the penalty of the application of the fine listed below.
7.6 The motivated termination will occur by the non-compliance with any of the clauses provided herein and, if initiated by the User, will imply the cancellation of the User Account, the application of the fine listed below.
7.7 Termination Fine: 30% on the total amount due to Nobordist, without prejudice to the loss of the amount paid for the implementation project, when it is an integral part of the contract.
Section VIII – The transfer of the conditions established herein
8.1 Nobordist is hereby authorized to transfer all or part of the obligations provided herein to companies that may be part of its economic group or even partner companies. However, it is forbidden the subrogation of Nobordist’s active legitimacy in relation to its contractual obligations to these companies, not original members of the agreement.
Section IX – Intellectual Property
9.1 The User does not, through this General Conditions, acquire any intellectual property rights or other exclusive rights, including patents, designs, trademarks, copyrights or rights in confidential information or business secrets, in or related to the System and Nobordist.
9.2 Nobordist will be the exclusive owner of all content made available on the System, including, but not limited to, the texts, graphics, images, logos, icons, photographs, editorial content, notifications and any other material, unless expressly otherwise provided in this General Conditions.
Section X – General Protection of User-Supplied Data and Its Assignment to Nobordist
10.1 As a measure of good commercial and legal practice, Nobordist will make efforts to promote the safe management of the data provided by the User, protecting them within the technical parameters usually used for this purpose.
10.2 Without prejudice to the protection set here, in this act the user gives in an irrevocable and irrevocable character to Nobordist the data provided at the time of its entry and opening of Account in the System, as well as all others that will subsequently increase it, which will serve the academic and commercial interest of Nobordist for reporting, commercial, logistical, financial studies, among others that are in harmony with its social reason and in strict compliance with the applicable legislation.
10.3 Data Transfer. The User agrees and acknowledges that Nobordist may access and process User Personal Data on a global scale as necessary to provide the Service in accordance with this GCS, and the User will be assured that the transfer and storage of this data will comply with the requirements of applicable data protection laws.
10.4 By this GCS the User hereby grants Nobordist the right to use his/her/its name and trademark in Nobordist’s commercial and marketing documents.
Section XI – Anti-Corruption Policy
11.1 Although this agreement is being signed between private individuals, the Parties state that they are not using this agreement to stipulate any advantage, for the benefit of a public official or public administration, so that with the latter they may enter into a contract.
11.2 The Parties undertake, in the performance of their activities, to curb the promise, offering or granting, directly or indirectly, to a person who directs a private sector entity or fulfills any function therein, an undue benefit which results in his own benefit or that of another person, for the purpose of which, failing the duties inherent in his position, act or refrain from acting, as well as the request or acceptance, directly or indirectly, by a person who directs a private sector entity or fulfills any function therein, of an undue benefit that result in his own benefit or that of another person, for the purpose that, lacking the duty inherent to his duties, acts or refrains from acting.
Section XII. Partial invalidity of Clauses of the General Conditions of Service
12.1 The invalidity of one or more provisions of the GCS shall not result in the nullity of the GCS, but only of the party declared null and void, always respecting the principles of objective good faith and the will of the parties.
Section XIII. Fortuitous Case and Force Majeure.
13.1 Neither party shall be liable to the other for any failure or delay in fulfilling the obligations contained in this agreement caused by fortuitous cases or force majeure.
Section XIV – Confidentiality
13.1 This contract is signed on a perennial basis, and access to documents and information relating to it is restricted and privileged to the parties.
Section XV – Applicable Law and Jurisdiction
15.1 This GCS is subject to the legislation of Nobordist’s company’s office, or the one where the service is being contracted, and in that locality Nobordist is regularly constituted.
15.2 For any disagreement related to the Service provided by Nobordist, the company and users agree that conciliation should be the preferred means of dispute settlement.
Section XVI – SMART DDU Service
Service of collection of taxes and release of goods.
16.1 Through the SMART DDU Service, only the Goods selected for inspection of the Brazilian customs department will be forwarded to collect the taxes proper to the operation, thus allowing not only the immediate forwarding of those Goods not retained, but also the summary collection of taxes of the Goods inspected, thus allowing both to follow without reservation for delivery to the customer, final recipient.
16.2 The aforementioned tax collection will be made by Nobordist, in a compulsory manner for all Goods retained in the name of the Consumer and with determination of release by the User, responsible for such cost.
16.3 The contracting of the SMART DDU service may take place in a separate manner from the other services offered to the User by Nobordist through its System, an opportunity in which they will apply to it, in addition to the specific rules defined herein, all the others provided for in these CGS that are not conflicted.
16.4 In order to perform the cost of tax collections, the User will proceed to a deposit of a certain amount to be stipulated between the Parties (Caucionamento), which will remain under the custody of Nobordist and used gradually, it is worth saying, to the extent of the need presented.
16.5 If there is an exceptional need to increment the Security Deposit, this will take place at the request of Nobordist, through the communication channels usually used by the parties, being certain that, likewise, if there is a creditor balance in relation to the previous month, the same will remain the same in account, only if the amount due is complementary in order to reach the requirement of adjusted security between the Parties.
16.6 Nobordist acts with absolute transparency, and fortnightly will present to the User a detailed extract of the tax collections made, and at the request of the User, it shall also send the User for analysis the documents proving the payments made
16.7 The Nobordist System allows the User to parameterize criteria delimiting the maximum amounts of taxes that can be allocated systemically, therefore, automatically, as well as tools that submit the user’s approval to the payment of taxes that exceed such value.
16.8 The fees for the provision of the SMART DDU Service will be based on the payment of a unit amount per tax collection slip paid.
XVII – Caucionation
Security deposit made by the User to an account of Nobordist’s ownership for the realization of tax reeyeing related to the SMART DDU Service contracted.