Transport Exchange Group Ltd
By using or visiting our Applications, you indicate that you accept these Terms (and any additional terms and EULA which expressly apply to services and information provided by third parties which are displayed within or on our Applications) and that you agree to abide by them and any of our policies which are incorporated by reference.
IMPORTANT NOTICE: Our Website applications, mobile applications and APIs enable our users to connect with other users for the purpose of contracting with one another, but users make such connections and/or enter into such contracts at their own risk. Where you use our Application(s) to engage, or to be engaged by, another user for the provision of services, you and the other user will:
You shall expressly discharge TRANSPORT EXCHANGE GROUP LTD from any and all liability that may arise from your use of such connections or any third-party websites or services.
Certain areas of our Applications are available only to registered users. These Terms apply at all times to all users. If you do not agree to these Terms, please refrain from using our Applications.
1.1 Our Applications are operated by TRANSPORT EXCHANGE GROUP LTD (“We”).
1.2 For the purposes of these Terms, TRANSPORT EXCHANGE GROUP LTD shall include all subsidiary, holding, group or associated/affiliated companies to it.
2.1 Access to our Applications is permitted in accordance with these Terms on a temporary basis, and we reserve the right to withdraw or amend the service we provide immediately if we suspect a violation of these terms (see below). We will not be liable if for any reason our Applications and/or services are unavailable at any time or for any period.
2.2 From time to time, we may restrict access to some parts of some or all of our Applications, or an entire Application, to some or all users, whether or not they have registered with us.
2.3 If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Term. You agree that you shall not use identification codes or passwords of another person without permission.
2.4 You must comply with the provisions of our acceptable use policy at https://transportexchangegroup.com/acceptable-usage-policy/
2.5 You are responsible for making all arrangements necessary for you to have access to our Applications. You are also responsible for ensuring that all persons who access our Applications through your internet connection are aware of these Terms, and that they comply with them.
2.6 You must notify us immediately of any breach of security or unauthorized use of your account or information. We will not be liable for your losses caused by any such unauthorized use. You may be liable to us for our losses or those of others due to unauthorized use.
3.1 In consideration of us providing you with access to our Applications in accordance with clause 13 of these Terms, you shall pay the Subscription Fees and any other agreed charges as set out in your subscription package (“the Subscription Fees”).
3.2 Your invoice and any other applicable invoices including but not restricted to your renewal invoice shall be issued by us in a timely manner and we shall use reasonable efforts to contact you by email or telephone prior to the expiry of your subscription period or any renewal thereof.
You shall pay each invoice to us, in full and immediately available funds, no later than the renewal date of your subscription, without deduction or set-off, in accordance with clause 13.3.
Without prejudice to any other right or remedy that we may have, if you fail to pay the Subscription Fees by their due date in immediately available funds, we may suspend your access to the Applications until payment has been made in full.
Should you make payment for the subscription or any of our services using electronic means of fund transfer, the Subscription Fees shall be payable without deduction, set-off, counterclaim or withholding (other than any deduction or withholding of tax as required by law).
4.1 Except as set out herein, we are the owner or the licensee of the content including but not limited to domain names, text, software, scripts, graphics, photos, sounds, interactive features and the copyright of our Applications (the “Content”). Our Content is provided AS IS and may not be used, copied, reproduced or exploited without prior written consent, except as contemplated herein.
All other intellectual property rights used in our Applications are owned by their respective third-party holders and we do not give anyone permission (whether express or implied) to use such intellectual property rights. Such use may constitute an infringement of the holder’s rights.
4.2 Works published on our Applications by identified contributors (“Submissions”) are protected by copyright laws and treaties around the world. All such rights are reserved.
4.3 You may print copies and may download extracts, of any page(s) from our Applications for your personal reference and you may draw the attention of others within your organization to material posted on our Applications.
4.4 You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video, our member directory or audio sequences or any graphics separately from any accompanying text.
4.5 Our status (and that of any identified contributors) as the authors of Content or Submissions on our Applications must always be acknowledged.
4.6 You must not use any part of the Content or Submissions for any purpose other than to use our services in accordance with their intended purpose, as described on our website, unless you have obtained a licence expressly permitting you to do so from us, our licensors or the applicable identified contributors.
5.1 Commentary and other materials posted on our Applications are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our Applications, or by anyone who may be informed of any of its contents.
6.1 We aim to update our Applications regularly and may change the content at any time. If the need arises, we may suspend access to our Applications, or close it or any part of it indefinitely. In such event, we will aim to notify you of these scenarios, or where immediate updates are required, as soon as reasonably practicable. Any of the material on our Applications may be out of date at any given time, and we are under no obligation to update such material.
7.1 The material displayed on our Applications is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude:
7.2. All conditions, warranties and other terms which might otherwise be implied by statute, common law, international convention, or the law of equity.
7.3 Any liability for any direct, indirect, punitive, special or consequential loss or damage incurred by any user in connection with our Applications or in connection with the use, inability to use, or results of the use of our Applications, any websites linked to it and any materials posted on it, including, without limitation any liability for:
This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
7.4 You must notify TRANSPORT EXCHANGE GROUP LTD immediately if anyone makes or threatens to make a claim against you relating directly or indirectly to your use of our Applications.
8.1 For the express avoidance of any doubt, we do not endorse and we are not responsible for any product or service advertised, offered or procured by or from any third party through our Applications or any hyper-linked website and we are not responsible in any way for the provision of services by one user to another and you hereby agree that we are not liable for any loss or damage suffered by you in the course of providing or receiving services procured via our Applications. YOU HEREBY RELEASE AND HOLD US (OUR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) HARMLESS FROM ANY SUCH CLAIM, LOSS OR DAMAGE OR ANY LIABILITY IN RELATION TO A DISPUTE WITH ANOTHER USER (INCLUDING BUT NOT LIMITED TO ALL LEGAL COSTS RELATED THERETO).
9.1 You and TRANSPORT EXCHANGE GROUP LTD shall comply with the Data Protection Laws.
9.2 For the purposes of this clause 9, ‘Data Protection Laws’ shall mean all applicable data protection and privacy laws and regulations in the performance of its obligations set out under these Terms, including but not limited to the EU General Data Protection Regulation 2016/679 and all other successor legislation and regulations thereto.
9.4 If you use TRANSPORT EXCHANGE GROUP LTD’s Applications and services for the purpose of providing services to or receiving services from other users and send, receive or upload personal information into your user area, which TRANSPORT EXCHANGE GROUP LTD then stores it in its database, you will be the data controller of such personal data, and TRANSPORT EXCHANGE GROUP LTD will be a data processor of such personal data and will:
9.4.1 act strictly in accordance with your lawful and reasonable instructions (which may be received via your use of the Applications and/or services) unless applicable law requires otherwise, in which case TRANSPORT EXCHANGE GROUP LTD shall inform you of that legal requirement before processing (unless that law prohibits such information on important grounds of public interest). TRANSPORT EXCHANGE GROUP LTD shall inform you if it becomes aware of an instruction by you that, in TRANSPORT EXCHANGE GROUP LTD’s opinion, infringes the Data Protection Laws.
9.4.2 ensure that its personnel that are authorised to process the personal data in connection with the provision of the Applications and/or services, have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
9.4.3 implement appropriate technical and organisational security measures to protect the personal data in accordance with Data Protection Laws;
9.4.4 enable you to access, rectify, erase, restrict and transmit the personal data processed by TRANSPORT EXCHANGE GROUP LTD on your behalf;
9.4.5 if a data subject requests information from TRANSPORT EXCHANGE GROUP LTD concerning the processing of personal data by you, promptly forward the request to you;
9.4.6 provide reasonable assistance to enable TRANSPORT EXCHANGE GROUP LTD to comply with your obligations under Data Protection Law, including using appropriate technical and organisational measures to assist you in responding to data subject access requests; and
9.4.7 make available to you all information necessary to demonstrate compliance with the obligations set out in this clause 9, and allow for and contribute to audits, including inspections, conducted by or on behalf of you or ensure that TRANSPORT EXCHANGE GROUP LTD and/or any sub-processor will conduct audits using external auditors at least once per year;
9.5 You may delete or request in writing the deletion or return of all personal data that we process on your behalf on termination of the provision to you of Applications and/or services or at any time following termination of the same. Where you have not deleted the personal data prior to the termination of the provision to you of Applications and/or services, TRANSPORT EXCHANGE GROUP LTD shall provide the “Storage Service” free of charge for a period of at least 90 working days following the date of termination. Thereafter TRANSPORT EXCHANGE GROUP LTD may terminate the Storage Service at any time without notice, and in such event TRANSPORT EXCHANGE GROUP LTD shall delete all personal data processed on your behalf unless the otherwise required by applicable law. Notwithstanding the foregoing, where personal data that TRANSPORT EXCHANGE GROUP LTD processes on your behalf forms part of the record of a transaction between you and another user, such other user may be a joint data controller of such personal data and TRANSPORT EXCHANGE GROUP LTD may be required to retain such data on behalf of the other use. In such event, you may receive a copy of the personal data, but it shall not be deleted.
9.6 You acknowledge and accept that any data subject to which the personal data relates may have the right to request the deletion of their personal data or information at any time and may request that TRANSPORT EXCHANGE GROUP LTD permanently delete all information and data held about that data subject from TRANSPORT EXCHANGE GROUP LTD’s systems. In the event that a data subject exercises its rights in this clause 9.6, TRANSPORT EXCHANGE GROUP LTD shall notify you and you shall promptly and permanently delete all personal data held about that data subject from TRANSPORT EXCHANGE GROUP LTD’s systems. In the event that you have not done so within a reasonable time, and have not notified TRANSPORT EXCHANGE GROUP LTD in writing of any requirement for TRANSPORT EXCHANGE GROUP LTD to retain the personal data, TRANSPORT EXCHANGE GROUP LTD reserves the right to remove such personal data and shall not be liable in any way for any loss or damage suffered you arising from such data subject exercising their rights.
9.7 You shall ensure that your collection and use of any personal data, accessed through the Applications and services, complies with the Data Protection Laws. You hereby indemnify TRANSPORT EXCHANGE GROUP LTD against all losses, liabilities, costs and expenses (including but not limited to legal costs) arising from or incurred by reason of your failure to comply with this clause.
9.8 You hereby give TRANSPORT EXCHANGE GROUP LTD a general consent to engage sub-processors to process the personal data. TRANSPORT EXCHANGE GROUP LTD shall make details of its sub-processors available to you on request. Where TRANSPORT EXCHANGE GROUP LTD intends to add a new sub-processor, it shall make details of such new sub-processor available at least 30 days (“Sub-processor Notice Period”) before transferring any personal data to a new sub-processor. You shall notify TRANSPORT EXCHANGE GROUP LTD during the Sub-processor Notice Period if you object to the new sub-processor. If you do not object to the sub-processor during the Sub-processor Notice Period, you shall be deemed to have accepted the sub-processor. If you have raised a reasonable objection to the new sub-processor, and the parties have failed to agree on a solution within the Sub-Processor Notice Period time, you shall have the right to terminate your use of the Applications and these Terms. During the Sub-Processor Notice Period, TRANSPORT EXCHANGE GROUP LTD shall not transfer any personal data to the sub-processor.
9.9 TRANSPORT EXCHANGE GROUP LTD shall enter into appropriate written agreements with all of its sub-processors on terms that include all the required obligations on data processors, as set out in the GDPR, including without limitation your right to conduct audits at the sub-processor, or ensure that the sub-processor will conduct audits using external auditors at least once per year. TRANSPORT EXCHANGE GROUP LTD shall remain fully liable to you for the performance or non-performance of the sub-processor’s obligations.
9.10 For the express avoidance of doubt, in respect of the payment processor that you select to process payments from your customers, although the Applications will integrate with the services of such payment processor, the parties agree that such payment processor is your data processor, supplying its products and services directly to you. Payment processors are not sub-processors of TRANSPORT EXCHANGE GROUP LTD.
9.11 You hereby acknowledge and agree that personal data may be passed between TRANSPORT EXCHANGE GROUP LTD and the payment processor. It is your express instruction that TRANSPORT EXCHANGE GROUP LTD so provide such personal data to the payment processor.
9.12 Where TRANSPORT EXCHANGE GROUP LTD receives personal data from one or more payment processors in respect of which TRANSPORT EXCHANGE GROUP LTD reasonably believes that you are the data controller, you hereby instruct TRANSPORT EXCHANGE GROUP LTD to process such personal data on your behalf.
10.1 Whenever you make use of a feature that allows you to upload material to our Applications, or to make contact with other users of our Applications (each also a “Submission”), you must comply with the content standards set out in our acceptable use policy at https://transportexchangegroup.com/acceptable-usage-policy/
You warrant that all Submissions comply with those standards, and you indemnify us for any breach of that warranty.
10.2 You hereby grant us a non-exclusive, perpetual, non-terminable, transferable, sub-licensable and royalty-free licence to process and use all Submissions (and any and all intellectual property rights therein) for the purpose of providing our services, as described on the Application(s) and in anonymized form for the purposes described in clause 9.5 of these Terms.
10.3 We are not responsible for the content or accuracy of any materials posted by users and we cannot guarantee confidentiality of any Submissions.
10.4 We have the right to remove any Submission if, in our opinion, such Submission is made in breach of these Terms.
We make no warranty concerning functionality of any software required to upload Submissions and you hereby waive any legal or equitable right or remedy you may have against us for the use thereof, as applicable.
11.1 TRANSPORT EXCHANGE GROUP LTD prohibits any use of our Applications and you agree not to use our Applications for any of the following:
11.2. Posting any incomplete, false information or information which you know or ought to have known is inaccurate.
11.3. Deleting or revising any information posted by any other person or entity.
11.4. to compete with any business run by TRANSPORT EXCHANGE GROUP LTD or any affiliate of TRANSPORT EXCHANGE GROUP LTD.
11.5. Copying or adapting any computer code in any of our Applications that TRANSPORT EXCHANGE GROUP LTD creates to generate its pages.
11.6. Posting any information which is obscene and/or defamatory.
11.7 Reposting any Courier Exchange, Haulage Exchange or CX Euro derived information on other platforms, exchanges or otherwise using our data for competitive purposes
Posting any information or documentation which is, in our sole discretion excessively long.
If you have registered and use a password, you must not allow third parties access to any area of our Applications which is restricted to a password user or disclose to or share the password with any third parties or use the password for any purpose. Should you share your account details with any other subscriber, without prejudice to any other rights and remedies that we may have, you shall immediately be liable to pay us an amount equal to any sums that the party that you have shared your account details with would have been charged had such sharing not occurred.
The sale of subscriptions to any of our Applications by unauthorized persons is strictly prohibited, without prejudice to any other rights and remedies that we may have against you and you shall immediately be liable to pay to us an amount equal to any sums that you will have received as a result of such resale.
12.1 You must not misuse our Applications by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorized access to our Applications, the server on which our Applications are stored or any server, computer or database connected to our Applications. You must not attack our Applications via a denial-of-service attack or a distributed denial-of service attack. You will not use or launch any automated system that accesses our Applications in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period using a conventional on-line web browser.
12.2 By breaching the provisions of this Article 12, you may commit a criminal offence under the applicable law. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Applications will cease immediately.
12.3 We will not be liable for any loss or damage caused by a distributed denial-of- service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Applications or to your downloading of any material posted on it, or on any website linked to it.
13.1 A legally binding contract between TRANSPORT EXCHANGE GROUP LTD and any subscriber to our Applications shall only arise when: –
13.2 The subscriber has provided such information as TRANSPORT EXCHANGE GROUP LTD may reasonably require to complete the registration and validation process; this may, at our sole discretion, include requiring you to provide us with a copy of photographic and any other necessary identification of either your proprietor, partners of your firm or shareholders and directors of your company. You agree that we may search your records at credit reference and fraud prevention agencies that we use from time to time. We may then use such records to prevent crime.
13.3 The subscriber has selected which subscription package it requires;
TRANSPORT EXCHANGE GROUP LTD has received an advance payment from the subscriber for the minimum subscription period applicable at that time (or such other period as TRANSPORT EXCHANGE GROUP LTD may agree), or has agreed in writing to provide services in advance of receiving payment.
13.4 TRANSPORT EXCHANGE GROUP LTD will not disclose to any third party such personal information without the prior written consent of the subscriber except to the extent necessary or appropriate to comply with applicable laws or in legal proceedings where such personal information is relevant.
13.5 TRANSPORT EXCHANGE GROUP LTD may use information interpreted from Cookies in order to preserve the integrity of the subscriber’s password and username and may also use the Cookies for statistical analysis.
13.6 Any refund of pre-paid subscription fees before the expiration of the minimum subscription period selected by the subscriber are at the sole discretion of TRANSPORT EXCHANGE GROUP LTD; in the event that TRANSPORT EXCHANGE GROUP LTD agrees to a refund either in whole or part, this will apply to the whole months unused only and a cancellation fee will apply which will be deducted from the refund cheque to cover the administration, set-up and support costs incurred by TRANSPORT EXCHANGE GROUP LTD.
14.1 In order to complete its subscription to our Applications, the subscriber must be validated by TRANSPORT EXCHANGE GROUP LTD. If you have not completed or have failed this validation process, you shall not be subscribed to our Applications.
14.2 To enable TRANSPORT EXCHANGE GROUP LTD to undertake the validation you must supply the following (which is not exhaustive):
15. Renewal of subscription
15.1 When a subscription period expires, TRANSPORT EXCHANGE GROUP LTD will invite subscribers to renew their subscription to our Applications.
15.2 A new legally binding contract between TRANSPORT EXCHANGE GROUP LTD and a subscriber shall only arise when:
15.3 In the event that the subscriber does not renew its subscription TRANSPORT EXCHANGE GROUP LTD may treat the original contract as terminated except as specifically contemplated at Article 21.
16.1 Depending upon which subscription package a subscriber selects, the subscriber may be awarded a TRANSPORT EXCHANGE GROUP LTD Accreditation and Feedback Rating.
16.2 This Accreditation and Feedback Rating shall be displayed on our Applications together with such information relating to the subscriber as TRANSPORT EXCHANGE GROUP LTD may reasonably require for publication, as detailed on the relevant Application(s) (“Profile Information”).
16.3 The subscriber hereby grants TRANSPORT EXCHANGE GROUP LTD a licence to display such Profile Information on our Applications and to use any intellectual property rights connected with such information, as and when applicable.
16.4 The subscriber shall use reasonable endeavours to ensure that all the data displayed in relation to the subscriber, including the Accreditation and Feedback Rating is accurate, correct and up to date and shall indemnify TRANSPORT EXCHANGE GROUP LTD for any losses incurred by TRANSPORT EXCHANGE GROUP LTD or a third party in relation to any error, omission or inaccuracy.
17.1 TRANSPORT EXCHANGE GROUP LTD shall use its reasonable endeavours to ensure continuous accessibility of our Applications and associated services but does not accept any liability arising from any errors omissions interruptions or delays or any ongoing obligation to operate our Applications and associated services howsoever caused.
17.2 TRANSPORT EXCHANGE GROUP LTD in its absolute discretion may vary the specification of our Applications and associated services at any time without notice.
18.1 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
18.2 You must not establish a link from any website that is not owned by you.
18.3 Our Applications must not be framed on any other site, nor may you create a link to any part of our Applications other than the home page. We reserve the right to withdraw linking permission without not The website from which you are linking must comply in all respects with the content standards set out in our acceptable use policy at https://transportexchangegroup.com/acceptable-usage-policy/
18.4 If you wish to make any use of material on our Applications other than that set out above, please address your request to the postal address to be found on our websites.
19. Links from our Applications
19.1 Where our Applications contain links to other websites or applications and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those websites or applications or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.
20.1 You hereby indemnify and hold TRANSPORT EXCHANGE GROUP LTD and its subsidiaries, affiliates, employees, officers, agents or partners harmless from and against all direct or indirect losses, claims, liabilities, damages, costs and expenses (including without limitation legal costs; loss of goodwill or business opportunities; special, consequential, punitive damages; and loss of profits, revenue or income) arising from (i) any third party claim in relation to any Submission that you upload, post or e-mail on or through our Applications, or (ii) your use of our Applications, or (iii) your breach of the provisions of these Terms. The terms of this Article 20 shall survive termination of expiration of any subscription, for any reason.
21.1 TRANSPORT EXCHANGE GROUP LTD reserves the right, at its sole discretion, to pursue all of its legal remedies, including but not limited to issuing a warning, temporary suspension of the subscribers password, indefinite suspension, and immediate termination of registration and/or any other service provided to you by TRANSPORT EXCHANGE GROUP LTD upon:
• Any breach of these Terms and Conditions
• If TRANSPORT EXCHANGE GROUP LTD is unable to verify or authenticate any information submitted by a you to our Applications in connection with registration
• If we feel that your business, its employees or connections can be deemed as a risk to our business and our members
• If your business, breaks the rules stipulated in the members charter and member “Do’s and Don’ts”
21.2 Without affecting any other right or remedy available to it, TRANSPORT EXCHANGE GROUP LTD may, without notice, terminate your subscription with immediate effect, if, 30 days after the renewal date of your subscription, you have failed to pay any amount due to us in cleared funds.
21.3 Rights and remedies available to us in the event of the termination of a subscription under this Article 21 shall include but are not limited to removal of Accreditation and Feedback Rating.
21.4 This Article 21 shall survive any termination or expiration of any subscription for any reason whatsoever.
22. Jurisdiction and applicable law
24.1 A waiver by either party of a right or remedy under these Terms is only effective if given in writing (in the case of a waiver by us, by an officer of TRANSPORT EXCHANGE GROUP LTD), and shall not be taken or held to be a waiver in respect of any subsequent breach of default.
24.2 Neither party shall be under any liability whatsoever to the other party for any non-performance, defective performance or delay in performance of any of its obligations under these Terms where such delay is caused directly or indirectly by an act of God or by any other event or circumstance beyond the reasonable control of that party.
24.3 These Terms constitute the entire agreement between the parties and supersede and extinguish all previous drafts, agreements, arrangements and understanding between them, whether written or oral, relating to its subject matter. Neither party shall have any remedies in respect of any representation or warranty not set out in these Terms.
24.4 You may not assign any of your rights or obligations under these Terms without our prior written consent.
24.5 If any part of any provision of these Terms is found to be invalid, illegal or unenforceable, then that part shall be deemed to be deleted and the remainder of such provision and all other provisions of these Terms shall remain valid and enforceable.
25.“Refer a friend” Scheme
25.1 Any referrals will have to meet our Member joining criteria which is stipulated in point 14.
You may contact TRANSPORT EXCHANGE GROUP LTD. at the following address:
TRANSPORT EXCHANGE GROUP LTD
One Six Six,
166 College Rd,
Last updated: February 2019