1. Introduction
1.1 These terms and conditions (“Terms”) shall govern your use of Our Website, the services on Our website, apps and the services on Our apps, in respect of shipment, clearance and delivery of consignment of Your goods through Your registration and activation on Our Website.
1.2 By using Our Website or app, You accept these Terms in full; accordingly, if You disagree with these Terms or any part of these Terms, You must not use Our Website or app.
1.3 If You register with Our Website or app, We will ask You to expressly agree to these Terms.
1.4 Our Website and app services are designed for business customers only. You must not use them except in the course of business.
1.5 Our website and apps uses cookies; by using any of them or agreeing to these Terms, You consent to Our use of cookies in accordance with the terms of our privacy and cookies policy.
1.6 Except as otherwise provided herein, these Terms will prevail at all times over any other terms and conditions.
2. Terms
These Terms comprise the following:
2.1 the Terms set out below;
2.2 any additional instructions or terms appearing on Our Website in relation to Our Services and which will form an integral part of these Terms; and
(2) any other special terms from time to time agreed between the parties and described as special terms, which apply to the access to Our Website (“Special Terms”).
3. Definitions
3.1 When the following words with capital letters are used in these Terms, this is what they will mean:
Registered User: “You” and “Your” refers to you, the person or agent registering, logging in and accessing Our Website and accepting our Terms.
Services: the services that We are providing to You requested by You, in respect of shipment, clearance and delivery of consignment of Your goods;
Terms: the terms and conditions set out in this document;
We/Our/Us: Red Sea Gateway Terminal Company Limited; and
Website: the official website or app of Red Sea Gateway Terminal Company Limited.
3.2 When We use the words "writing" or "written" in these Terms, this will include e-mail and any other written form, unless We say otherwise.
4. Using Our Website
4.1 The Registered User shall observe any term, instruction or agreement with Us in connection with the Website, and only access and use the Website in accordance with the Terms, and with any procedures from time to time in force on the Website.
4.2 We will not be liable for any delay, loss or damages caused through any misuse or misapplication of Website, or events outside Our control.
4.3 The Registered User may be unable to access or use any part of the Website unless, where appropriate, the Registered User installs, implements and maintains appropriate communication facilities (including software and hardware meeting the minimum requirements from time to time notified by Us). However, We do not warrant that the local set-up of the Registered User in accordance with such minimum requirements will ensure access to, full functionality of or effective operation of the Website. The Registered User shall at all times ensure that any party using the Website on its behalf, obtains any consents and/or licences required by law and regulations for such use.
5. Communications
5.1 When the Registered User accesses the Website, We will implement an automated check to ensure that valid credentials have been applied. Either We or Our agents, may treat any valid communication, instruction or notification in the form received by Us (“Communication”), as properly authorised by and legally binding upon the Registered User, even if in fact no such authority was given or if any Communication it receives was fraudulent or conflicts or appears to conflict with other instructions of the Registered User. We and Our agents shall be under no further obligation to check the authenticity of the Communication or the authority of the Registered User transmitting it.
5.2 Where We or Our agents have reason to believe that a Communication which any of them received has not been properly authorised or that any breach of security has occurred, We and our agents reserve the right at their sole discretion not to act or to delay acting upon the Communication until satisfied the Communication is valid and genuine.
5.3 The Registered User is responsible for the accuracy and completeness of Communications received by Us or Our agents and for ensuring that they achieve the Registered User’s intended purpose and that they are transmitted correctly to Us or our agents. Neither We nor Our agents are liable for any delay or loss where the contents of a Communication received are inaccurate, incomplete or where a Communication is not received by them.
5.4 If the Registered User for whatever reason requests the cancellation or modification of a Communication which We or our agents have received, We will make reasonable endeavours to comply with the request. However, neither We nor Our agents are liable for any failure to cancel or modify such a Communication, if such a request is received at a time or under circumstances that render it unreasonable to comply with the request or for events beyond Our control.
6. Use of Agency
6.1 If any Communication received by Us or Our agents require Us to deal for the benefit of the Registered User (or on its behalf) with a third party, the Registered User appoints them to do so as its authorised agent. The Registered User shall indemnify and hold harmless Us, Our affiliates, associates and agents against any claims, losses, actions, proceedings, damage or other liabilities whatsoever (including damages or compensation paid by them to compromise or settle a claim), and all legal costs or other expenses, suffered by them as a result of, arising out of or otherwise relating to its activities as the Registered User’s agent, unless caused by Our negligence.
6.2 Where We or Our agents pass Communications, information or content they receive to a third party or otherwise deal with a third party for the benefit of the Registered User (or on its behalf), neither We nor Our agents are responsible for:
(a) any delay or failure by the third party in processing the Communication, information or content; or
(b) the use of or reliance on any Communication, information or content by the third party.
7. Payment of Fees
7.1 The Registered User will promptly pay all fees and charges applicable to any of Our services within the time and in the manner for payment specified on the Website or as otherwise specified by Us.
7.2 All sums specified on this Website or otherwise are exclusive of any other taxes relating to the supply of the Services, which shall be paid by the Registered User at the applicable rate prevailing at the time.
8. Security
8.1 The Registered User agrees to comply with any reasonable instructions We may from time to time issue regarding the Website’s security. The Registered User agrees that it shall implement, maintain and keep current appropriate security arrangements concerning its access to and use of the Website, including content and information stored on the Registered User’s computer system. The Registered User and We shall each take all reasonable precautions to ensure that their communications through the Website and their own systems are not affected by computer viruses or other destructive or disruptive components, and to ensure no such components are transmitted to or through the Website.
8.2 We shall apply commercially reasonable security measures in relation to the Website. The Registered User confirms that the level of security provided by the proper use of the user credentials is adequate to protect its interests.
8.3 The Registered User must not reverse engineer, decompile or otherwise interfere with or publish or make available to any third party the credentials or any other software, data, tools or facilities made available to them in connection with the Website.
8.4 The Registered User must notify Us as soon as reasonably possible upon becoming aware of any actual or attempted unauthorised access to the Website or any unauthorised transaction, or attempt to execute an unauthorised transaction in connection with the Website, or any other circumstance that might be reasonably likely to result in any prejudice to the security of the Website.
8.5 The Registered User shall ensure that it, its employees and representatives do not do anything which may result in the security of the Website, including content, or Our systems or security or those of Our affiliates, associates, agents or any other parties, being compromised.
9. Copyright/Other Rights
9.1 Ownership of all copyrights, database rights, patents, trade or service marks, product names or design rights (whether registered or unregistered), trade secrets and confidential information and any similar rights existing in any territory now or in future (“Intellectual Property Rights”) and similar rights and interests in all domain names, trade marks, logos, branding appearing on the Website and all Our content, or otherwise relating to the structure of the Website vests exclusively in Us or Our licensors.
9.2 The Registered User may use this Website, including the content only for the purposes reasonably anticipated on the Website, or as otherwise might reasonably be expected in the course of their relationship with Us, and in accordance with any procedures from time to time in force on the Website. The Registered User may not:
(1) use or permit any other party to use all or any part of the Website or its content in connection with activities that breach any relevant laws, infringe any third party’s rights, or breach any applicable standards, content requirements or codes;
(2) post to, upload to, temporarily store on (if such facility is provided) or transmit through, the Website any information, materials or content that might be or might encourage conduct that might be unlawful, threatening, abusive, defamatory, obscene, vulgar, discriminatory, pornographic, profane or indecent;
(3) use the Website for the purpose of or as a means to send “spam” emails.
9.3 The Registered User shall procure the waiver of any moral rights in any information, data or other content or materials posted or uploaded at any time by the Registered User to the Website (“User Materials”). The Registered User hereby irrevocably authorises Us and Our licensees to use any User Materials for all reasonable business purposes, including without limitation copying, amending, incorporating in other materials, publishing or otherwise providing to third parties (and permitting such third parties to use and sublicense the User Materials) anywhere in the world any such User Materials. The Registered User agrees to take any steps (including completing any further document) that may be required in any jurisdiction to give effect to this clause.
9.4 We do not warrant or represent that the Registered User’s, or any other party’s use of the Website, content will not infringe rights of third parties.
10. Warranties
10.1 We will use reasonable endeavours to make the agreed Services available to the Registered User through the Website, and to ensure that the Services operate in substantial conformity with their description and any description appearing on the Website.
10.2 We will use reasonable endeavours to ensure that the Website content accurately reflects either:
(1) the relevant part of Our records held on Our computer systems; or
(2) information received from a party other than Us. Certain content may be labelled as indicative only, in which case We make no warranties at all in relation to its quality, accuracy, completeness or timeliness.
10.3 The Registered User is responsible for the accuracy and completeness of any User Materials. The Registered User shall ensure that the User Materials do not infringe any Intellectual Property Rights or other right of any third party and are not defamatory, unlawful, immoral or otherwise likely to breach or infringe any right or requirement or to give rise to any claim for loss or damage by any third party. The Registered User shall indemnify and hold Us harmless and Our affiliates, associates and agents against any claims, losses, actions, proceedings, damage or other liabilities whatsoever (including damages or compensation paid by Us to compromise or settle a claim) and all legal costs or other expenses, suffered by Us or Our affiliates and associates as a result of any actual or potential breach of this clause 10.2.
11. Hyperlink Websites
11.1 The Website may contain certain links or references to websites operated by third parties. We make no warranties or representations whatsoever regarding any third party website which the Registered User may access through this Website, or which the Registered User may use or access to enable access to or use of this Website and any of its content. Any such website is wholly separate and independent from this Website, and We do not have any control over the content or operation of such website. We do not endorse any third party website, and does not accept any responsibility for the existence, operation, content or use of such website.
11.2 The Registered User may under any circumstances not place hyperlinks to any area of this Website.
12. Liability
12.1 Our total liability, our affiliates, associates and agents to the Registered User, and any person acting on their behalf, howsoever arising out of or in connection with the Terms and/or the Website, or content (including in relation to negligence) shall, in aggregate, in respect of any claim, or series of connected claims arising out of the same cause in any calendar year, not exceed USD 5,000 (United States Dollars Five Thousand).
12.2 The Registered User shall ensure that no claims for more than the aggregate limit of liability set out in clause 12.1 are brought against Us, Our affiliates, associates or agents.
12.3 The Registered User is advised to obtain, if it considers appropriate, insurance cover at its cost, in particular for any loss exceeding the limit set out in clause 12.1 above.
12.4 The Registered User shall indemnify and hold Us harmless, Our affiliates, associates and agents against any claims, losses, actions, proceedings, damage or other liabilities whatsoever (including damages or compensation paid by them to compromise or settle a claim), and all legal costs or other expenses, suffered by Us, Our affiliates, associates and agents arising out of any actual or potential breach by the Registered User of any duties or obligations (including negligence) owed by the Registered User to Us or Our affiliates, associates or agents relating to the Terms, the Website, User Materials or the Website content.
12.5 Nothing in these Terms shall exclude or limit liability for death or personal injury resulting from negligence or for fraud on Our part.
12.6 Except as set out in these Terms neither We nor Our affiliates, associates and agents shall have any liability whatsoever in respect of the Website content, User Materials or the Website howsoever arising (including, without limitation, under any implied warranty, condition or term).
13. Termination and Suspension
13.1 We may (in our discretion) amend the Terms at any time. Additionally, We may in our discretion) terminate all or part of any Registered User’s access to or use of the Website and its content without any liability on Our part:
13.1.1 Immediately on giving written notice if:
(1) the Registered User fails within 7 days of written notice from Us to make any payment;
(2) the Registered User is in material or persistent breach of any provision of any part of the Terms and, in the case of breaches that may be remedied, fails to remedy that breach within 7 days of request; or
(3) in relation to the Registered User, an order is made or a resolution is passed for its winding up or if an order is made for the appointment of an administrator to manage its affairs, business and property or if a receiver is appointed of any of its assets or undertakings or if circumstances arise which entitle a court or a creditor to appoint a receiver or manager or provisional liquidator or which entitle a court to make a winding- up order in relation to it or if it enters into any other formal or informal insolvency process in any relevant jurisdiction; or
13.1.2 On giving 14 days’ written notice.
13.2 The Registered User may terminate any individual set or sets of Special Terms or its use of the Website:
13.2.1 immediately on giving written notice if:
(1) We are in material or persistent breach of any provision of the Registered User Terms and, in the case of breaches that may be remedied, fails to remedy that breach within 7 days of request; or
(2) in relation to Us, an order is made or a resolution is passed for its winding up or if an order is made for the appointment of an administrator to manage its affairs, business and property or if a receiver is appointed of any of its assets or undertakings or if circumstances arise which entitle a court or a creditor to appoint a receiver or manager or provisional liquidator or which entitle a court to make a winding-up order in relation to it or if it enters into any other formal or informal insolvency process in any relevant jurisdiction.
13.3 Termination of these Registered User Terms will not affect the rights and remedies of the parties accrued prior to termination, nor affect any provision intended to continue after termination.
14. Miscellaneous
14.1 If a conflict arises between:
(a) these Terms and the general terms of use of the Website, these Terms shall prevail to the extent of that conflict;
(b) these Terms and any Special Terms, those Special Terms shall prevail to the extent of that conflict.
14.2 Use of the Website, its content may be subject to certain legal or regulatory requirements in particular jurisdictions. The Registered User may only access or use the Website, or its content to the extent such access or use is permitted in the jurisdiction in which they access or use the Website, or its content.
14.3 We may make modifications to the Terms at any time (including the addition of new services, or content or changes in fees, rates or charges for their use) without prior notice. However, in respect of changes in fees, rates or charges We shall, insofar as reasonably practicable, give the Registered User not less than 14 days’ notice. Subject to the right to terminate under Clause 13, the change shall take effect on the date of expiry of the notice. Exceptionally, We may give a shorter notice period (other than in the case of any variation to fees, rates or charges) as it deems reasonably necessary for the effective operation of the Website (in which case the Registered User shall be entitled to terminate its use, and/or the Website with immediate effect by giving written notice at any time during such notice period).
14.4 We may give notice in writing to the address (or the email address) specified by the Registered User in the registered user application form (or a subsequent address notified to Us from time to time) or through the Website. Service of any notice on the Registered User shall (if applicable) also be deemed to be valid service. Proof of posting or transmission of any notice by any other means by Us shall be deemed to be proof of receipt of the notice at the time when the notice would in the ordinary course be delivered or received. Any notice sent via the Website shall be deemed to have been received when the notice is first available through the Website for access by the Registered User.
14.5 Neither We nor Our affiliates, associates and agents will be liable for any loss (including without limitation loss of profit), damage, delay or failure in performing any of its duties relating to the Terms caused in whole or in part by the action of any government or governmental agency, natural occurrence, law or regulation (or any change in the interpretation thereof), injunction, currency restriction, sanction, exchange control, industrial action (whether involving its staff or not), war, terrorist action, equipment failure, interruption to power supplies or anything else beyond its reasonable control.
14.6 The Terms supersede all previous agreements, communications, representations and discussions between the parties relating to the Website. Save as expressly stated, no party will have a right of action against Us or our affiliates, associates or agents arising from any previous agreement, communication, representation and discussion in respect of the Website (except in the case of fraudulent misrepresentation), and it is acknowledged by the Registered User that they have not relied on any terms, warranties, representations or conditions other than those expressly stated in the Terms. No modification or waiver shall be binding on Us unless it is in writing and agreed by our authorised.
14.7 References in the Terms to “in writing” or “written” include communication by email or other electronic form. References in the Terms to the singular include the plural and vice versa.
14.8 Each of the provisions of the Terms is severable from the others and if one or more of them becomes void, illegal or unenforceable, the remainder will not be affected in any way.
14.9 Our rights and those of Our affiliates, associates and agents under the Terms may be exercised as often as necessary and are cumulative and not exclusive of their rights under any applicable law. Any delay in the exercise or non-exercise of any such right is not a waiver of that right.
14.10 The Registered User may not assign, part with or otherwise transfer any right or benefit under any provision of the Terms without Our prior written consent.
14.11 We may assist or co-operate with authorities in any jurisdiction in relation to any direction or request to disclose personal or other information regarding any Registered User or the use of the Website, or its content.
14.12 Our affiliates, associates and agents (“Relevant Third Parties”) shall have the benefit of all provisions of the Terms which are expressed to be for their benefit, as well as the law and jurisdiction clause. In entering into the Terms, We do so (to the extent of such provisions) not only on its own behalf but also as agent and trustee for such persons.
14.13 To the extent that clause 14.12 is not effective to give such benefit to any Relevant Third Party, it may enforce such provisions in its own name. The Terms may be varied or rescinded, by agreement or in accordance with its terms, without the consent of any Relevant Third Party.
14.14 We may process, for the purpose of providing the Website, any personal information it receives from the Registered User in connection with the Terms. The Registered User warrants that processing of such information by Us in accordance with the Terms will not put Us in breach of any applicable law, or the Terms.
15. Law and Jurisdiction
15.1 The parties agree that the Terms shall be governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia, and shall be subject to the exclusive jurisdiction of the courts of the Kingdom of Saudi Arabia.
