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FREIGHTBRO LOGISTICS PRIVATE LIMITED
Master Services Agreement
Scope

This Master Services Agreement (“MSA”), as set out herein, is binding on the users (who shall hereinafter be referred to as “you”, “your” “yourselves” as applicable) who use the online platform (“Platform”) developed by FreightBro Logistics Private Limited (“FreightBro”/ “We”/ “Us”/ “Our”) to facilitate your freight processing. This MSA shall be read along with the relevant SAAS Service Order Form.

This document describes and governs your usage of the Platform made available through the website at https://freightbro.com/.

YOU ACKNOWLEDGE AND AGREE THAT BY USING THE PLATFORM, YOU HAVE AGREED TO BE BOUND BY THIS MSA CONTAINED IN THE MSA AND ANY ADDITIONAL TERMS THAT APPLY.

Please note that FreightBro reserves the right to revise the content of the MSA at any time by posting an update to this page. Your continued use of the Platform following the posting of changes to the MSA will mean you accept those changes. If you do not agree with any of the terms, you must not continue to use the Platform. FreightBro reserves the right, in its sole discretion, to determine if you have violated the MSA and to take any action it deems appropriate. You acknowledge that FreightBro shall have the right to terminate your access to the Platform for violations of any of these rules, including repeat infringement of copyrights.

01
DEFINITIONS:
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For the purposes of this MSA, the following terms shall have the meanings defined below:

  1. “Applicable Laws” shall mean all applicable statutes, enactments laws, ordinances, judgment, orders, directives, rules and regulations, by-laws, notifications, guidelines and policies of any Authority, as may be in force and effect during the subsistence of this MSA which shall be applicable to your business and the outsourcing of our Services, including but not limited to, any licence, permit or other governmental Authorization, in each case as in effect from time to time;

  2. “Authority” shall mean any national, supranational, regional or local government or governmental, administrative, fiscal, judicial, or government-owned body, department, commission, authority, tribunal, agency or entity;

  3. “Authorization” shall mean any consent, registration, filing, agreement, notarization, certificate, licence, approval, permit, authority or exemption from, by or with any Authority, whether given by express action or deemed given by failure to act within any specified time period;

  4. “Confidential Information” shall mean the terms of this MSA and its subject matter and all Information belonging to, or relating to, or provided by a Party to this MSA, whether oral, graphic, electronic, written or in any other form, but excluding any Information which was in the public domain at the time of disclosure, other than by reason of a breach of this MSA or that is in fact, or should reasonably be regarded as, confidential to the party to whom it belongs or relates, that may be communicated between the Parties whether in written, electronic or other form;

  5. “Information” shall mean any information, whether oral, graphic, electronic, and written or in any other form, including:
    1. forms, memoranda, letters, specifications, processes, procedures, statements, formulae, technology, inventions, trade secrets, research and development information, know how, designs, plans, photographs, microfiche, business records, notes, accounting procedures or financial information, sales and marketing information, names and details of your company, suppliers and agents, employee details, reports, drawings and data; and

    2. copies and extracts made of or from that information and data, whether translated from the original form, recompiled, partially copied, modified, updated or otherwise altered;

  6. “Intellectual Property” shall, unless otherwise agreed to in this MSA, mean patents, trademarks, service marks, trade names and copyrights, and applications, licences and rights with respect to the foregoing, and all trade secrets, including know-how, inventions, designs, processes, works of authorship, manuals, documentation, computer programs and technical data and information;

  7. “Services” shall mean the services to be provided by us to you in accordance with this MSA, SAAS Service Order Form and any annexures circulated to You vide emails; and

  8. “Software” shall mean the Software used by FreightBro in the provision of the Services under this MSA, whether owned or developed by FreightBro or licensed to FreightBro.

Headings in this MSA are for ease of reference only and do not affect the construction of any of its provisions.

References to the word “include” or “including” (or any similar term) are not to be construed as implying any limitation and general words introduced by the word “other” (or any similar term) will not be given a restrictive meaning by reason of the fact that they are preceded or followed by words indicating a particular class of acts, matters or things.

Except where the context specifically requires, words importing the singular shall be treated as importing the plural and vice versa and words importing the whole shall be treated as including a reference to any part thereof.

02
PROVISION OF SERVICES
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We undertake to provide Services vide our Platform in accordance with this MSA and the relevant SAAS Service Order Form, subject to your payment of fees to us, as agreed under this MSA and under the relevant SAAS Service Order Form.

03
PERFORMANCE OF SERVICES
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At all times during the subsistence of this MSA, we shall perform our obligations hereunder in a professional manner with adequately skilled personnel. All Services provided by us shall adequately conform to specifications provided by you as enumerated in this MSA, the SAAS Service Order Form and any annexures circulated to you vide email.

You acknowledge and agree that FreightBro is not responsible for the completeness and accuracy of any data provided to FreightBro by you.

You acknowledge and accept that FreightBro is not responsible for any failure to deliver the Services or meet the service levels to the extent that such failure is caused by the data, provided by you, being incomplete or inaccurate.

The data to be provided by You shall include the following:

  1. User Mail IDs with Organization chart
  2. User Signature with Company Logo, favicon
  3. Mode-wise terms & Conditions
  4. Rate sheet formats with liners/agents/vendors list
  5. POC for the set up from IT team
  6. Domain set up DNS settings fulfilment
  7. Plan for roll out to different user segments

04
CONSIDERATION
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  1. Fees and Charges: In consideration of the Services and deliverables provided (if any), you hereby agree to compensate FreightBro for each project as set forth in this MSA, the SAAS Service Order Form or any annexures circulated to you over emails.
  2. Mode of Payment: FreightBro shall raise invoice on you for Services performed hereunder as per the terms detailed in this MSA, the SAAS Service Order Form or any annexures circulated to you over emails.
  3. Unless agreed to otherwise, you shall make payments to FreightBro in INR.
  4. Delayed Payments: In the event, you do not pay within fifteen (15) days of invoice, as detailed in Point 2 herein, without prejudice to other remedies that may be available to FreightBro, an interest computed at a rate permissible by Applicable Laws will be added to the pending unpaid amount. In addition to levying such interest rate on the pending unpaid amount, and without prejudice to any other rights it may have, FreightBro shall have the right and option to suspend performance of its obligations under this MSA until such time as all payments due by you are paid in full to FreightBro.
  5. Disputed Invoice: In case you intend to dispute any item on any invoice in whole or in part, then you shall be required to pay the undisputed portion of the invoice. FreightBro and yourselves shall use all reasonable endeavours to settle the dispute at their earliest possible convenience in accordance with Disputes Clause herein.

05
TAXES
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All amounts paid by you to us shall be exclusive of all taxes, duties, charges, or cess. If FreightBro is liable for any taxes, duties, charges or cess in India on or with respect to the value of Services provided (other than taxes levied on FreightBro’s income, such as corporation tax) in relation to this MSA, you will pay to FreightBro an amount equal to that liability upon the provision, by FreightBro, of a valid invoice.

In case of applicability of any withholding tax on the fees payable to FreightBro, you shall pay such additional amounts as may be necessary such that FreightBro receives the fees it would have received, had there not been any withholding tax imposed. Bank charges, if any applicable while transferring funds to FreightBro shall be borne by you.

06
YOUR OBLIGATIONS
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You have the following obligations under this MSA and the relevant SAAS Service Order Form:

  1. You shall promptly pay all invoices raised by us in accordance with this MSA and the SAAS Service Order Form.

  2. You shall prepare and deliver the necessary input data to FreightBro within such timeframes and by using such protocols, file conventions and methods as may be specified by FreightBro from time to time in consultation with you.

  3. You shall use your best endeavours to ensure that all media containing the input data are free of viruses and errors.

  4. You shall not provide Input Data that violate any third party Intellectual Property rights.

    5. For the purposes of this MSA, the term “Intellectual Property” shall refer to patents, trademarks and / or copyrights, the ownership of which would be determinable by you based upon commercially reasonable searches of publicly available databases.

  5. If the service levels indicated in this MSA or any annexures circulated to You vide emails are dependent on your input data, instruction, feedback or decision, You shall provide its input data, instruction, feedback or decision promptly and without delay.

  6. You shall maintain a backup system and procedures for the reconstruction of lost, damaged or altered data. You shall pay FreightBro the fees for the cost of re-performing the Services if such re-performance is requested by you, save for where the loss, damage or alteration to such data was caused by any act or omission solely attributable to FreightBro.

  7. In the event that Input Data will be accessed by FreightBro on your software, you shall provide to FreightBro access to your software in order to enable FreightBro perform the Services. Such access can be revoked by you upon successful provision of Services under this MSA, by FreightBro.

  8. You must ensure that, during the term of this MSA and until usage of the Platform, it is properly authorised and licensed to use and to permit FreightBro to use your software in order to access and provide the Services. You shall be responsible for the payment of all license fees, support fees and other costs in relation to your software (including but not limited to any implementation costs).

  9. You shall co-operate and assist FreightBro in order to enable us to provide the Services.

  10. You shall comply with the service levels (if any) assigned to it.

07
REPRESENTATIONS AND WARRANTIES
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  1. You hereby represent and warrant to FreightBro that:

    1. You are duly organized, validly existing and in good standing under the laws of the country where you are incorporated;

    2. You have the corporate power and authority (under its Memorandum and Articles of Association) to enter into this MSA and perform your obligations hereunder. The execution, delivery and performance of this MSA by you and performance of its obligations have been duly authorized and approved by all necessary corporate actions and no other action on your part as necessary to authorize the execution, delivery and performance of this MSA;

    3. The provision of input data or any part of input data to FreightBro does not, and will not, violate any Applicable Laws;

    4. All necessary and requisite approvals, licences and Authorizations with respect toyou’re your business and the outsourcing of the Services to FreightBro have been procured, are valid and are in full force and effect; and

    5. You are properly authorised and has necessary licences to use and to permit FreightBro to use your software in order to provide the Services.

08
PRIVACY AND DATA PROTECTION
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  1. You shall comply your obligations as the data controller under the Information Technology Act, 2000 and any other applicable data protection laws, regulations, guidelines or directives (together, the "Privacy Laws") in connection with this MSA. You shall be the data controller and FreightBro shall be the date processor respectively (as defined in the Privacy Laws). FreightBro shall cooperate with you to facilitate any additional compliance in relation to your jurisdiction in connection with privacy and data protection.

  2. Privacy Obligations of Yourselves

    3. You acknowledge that you are primarily responsible for the collection, processing, use and storage of any data affected by the Privacy Laws through use of the Services and that you undertake to ensure that all your employees, agents and contractors will comply with the requirements of any Privacy Laws that may be applicable to the Services.

    Without limiting the generality of the foregoing, you must:

    1. notify your clients of any matter prescribed by any Privacy Laws in relation to the collection, processing, use and storage of the data affected by the Privacy Laws; and

    2. notify FreightBro immediately upon becoming aware of any breach of any Privacy Laws that may be related to the provision of the Services.

  3. Data Protection

    1. FreightBro acknowledges that it may have access to data that is personal information, including any and all identifying information, of your employees and clients or potential clients (“Personal Information”). Such Personal Information requires a higher standard of care and FreightBro agrees to use reasonable endeavours to protect such Personal Information.

    2. FreightBro shall use any Personal Information it receives from you only for the purposes specified in these sub-points (b) and (c).

    3. FreightBro agrees it will not share, rent, sell, or in any way transfer or disclose any Personal Information whatsoever to any third party for any reason, without your specific written consent.

    4. FreightBro shall promptly notify you in writing in the event there is any suspicion of irregularities in the storage or processing of the Personal Information or upon becoming aware of a breach or potential breach of this Point 3.

    5. FreightBro shall comply with all applicable data protection laws to which you are subject with respect to the Personal Information which have been notified in writing by you to FreightBro.

    6. On termination of this MSA, FreightBro shall destroy any copies or reproductions of the same in its possession.

09
CONFIDENTIALITY
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  1. FreightBro and yourselves acknowledge and agree that neither us nor you shall not disclose each other’s Confidential Information to any third party without the prior consent of the disclosing Party and shall not use each other’s Confidential Information for any purposes other than for which such Confidential Information was disclosed.

  2. Confidential Information shall not be afforded the protection of this MSA and this MSA if such information:

    1. has been, is now, or later becomes publicly available through no fault of, either us or yourselves, receiving such Confidential Information;

    2. has been, is now, or later becomes rightfully learned by, either us or yourselves, receiving such Confidential Information from a third party who is not under restriction or duty imposed by, either us or yourselves, disclosing such Confidential Information or applicable law;

    3. has been, is now, or later is furnished to third parties generally by, either us or yourselves, disclosing such Confidential Information, if such disclosure is, or has been, made to third parties generally without similar restriction, duty or limitation of use;

    4. was known to, either us or yourselves, receiving such Confidential Information prior to the date it received such Confidential Information from, either us or yourselves, disclosing the Confidential Information; or

    5. has been, is now, or later is independently developed by, either us or yourselves, receiving such Confidential Information without use of or resort to such Confidential Information, and can be so proven by written records.

10
INTELLECTUAL PROPERTY
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  1. FreightBro shall retain all rights, title and ownership to Intellectual Property that arises out of the provision of Services under this MSA and this MSA. FreightBro however, grants a non – exclusive license to you to use such Intellectual Property, solely to enjoy the benefit of Services as provided for and in accordance with this MSA and any annexures circulated to you over emails. FreightBro retains the right to reuse such Intellectual Property in any manner whatsoever.

  2. By accepting this MSA, you undertake:

    1. not to use FreightBro’s Intellectual Property without the prior express written consent of FreightBro; and

    2. not to use FreightBro’s Intellectual Property other than for the purpose set out in this MSA.

  3. You agree that you do not gain, by virtue of this MSA and this MSA, any of the Intellectual Property rights owned by FreightBro. Nothing contained this MSA and this MSA shall be deemed to confer any other right or title to or in any of the Intellectual Property belonging to FreightBro, to you, unless specifically agreed to in writing by the Parties.

  4. In the event new intellectual property is developed by either you or us, during the course of this MSA, then us and yourselves shall negotiate in good faith and enter into a separate agreement in respect of such intellectual property so created.

  5. You shall, during the subsistence of this MSA, ensure that it is properly authorized and licensed to use and to permit FreightBro to use your software in order to provide the Services in cases, where the Services are to be provided under the engagement set out in this MSA and any annexures circulated to you over emails.

11
INDEMNITY
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We and yourselves agree to indemnify each other from any and all liability arising out of negligence, whether attributable solely or in part, to either of such party, in connection with the performance of Services, under this MSA.

12
LIMITATION OF LIABILITY AND CONSEQUENTIAL DAMAGES
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NEITHER FREIGHTBRO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE FREIGHTBRO SERVICES OR FREIGHTBRO PLATFORM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE FREIGHTBRO SERVICES OR FREIGHTBRO, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT FREIGHTBRO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED IN ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION WILL APPLY TO YOU TO THE DEGREE ALLOWED BY LAW.

IN NO EVENT WILL FREIGHTBRO’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE FREIGHTBRO SERVICES OR FREIGHTBRO PLATFORM EXCEED THE AMOUNTS YOU HAVE PAID TO FREIGHTBRO FOR USE OF THE FREIGHTBRO SERVICES IN THE 12 MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY, OR INR 25,000 IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO FREIGHTBRO, AS APPLICABLE.

13
TERMINATION
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  1. Termination

    2. Either Party may terminate this MSA, at any time, by providing notice of at least thirty (30) calendar days in writing to the other Party at the official address for communication as provided for in this MSA, SAAS Service Order Form or as may be communicated to You over emails.

  2. Effect of Termination

    3. On the expiry or termination of this MSA:

    1. You must immediately, pay FreightBro all outstanding fees for work accrued to the termination date of this MSA which will become immediately due and payable for Services rendered until the effective date of termination;

    2. FreightBro shall destroy all input data and other confidential information provided by you to FreightBro for provision of Services under this MSA.

14
NON-SOLICITATION
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Except as may be otherwise provided, you covenant that, during the term of this MSA, and for a period of one-year thereafter, you shall not either for yourselves or for any other person, firm, corporation, or other entity, either directly or indirectly: solicit, employ or attempt to solicit, employ or offer any employment or other form of services to any of the personnel/sub-contractor to terminate his or her employment or hire away or attempt to hire away any employee/subcontractor of FreightBro.

15
MISCELLANEOUS
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  1. Force Majeure

    2. If for any reason beyond its reasonable control, including but not limited to, strike, labour dispute, regulation or order of a governmental authority, civil disorder, disaster, act of war, act of God, fire, flood or other emergency condition (“Force Majeure Event”), either us or yourselves, are unable to perform its obligations (other than your payment obligations) under this MSA and this MSA,such non-performance shall be excused and if the Force Majeure Event continues for more than thirty (30) consecutive days, terminate this MSA on mutual terms, without further liability of any nature.

  2. Governing Law

    3. This MSA will be construed, interpreted and applied in accordance with the laws of India without reference to its conflict of laws and principles. The parties agree to submit themselves to the jurisdiction of the courts at Chennai, India.

  3. Dispute Resolution

    1. If any dispute arises amongst us and yourselves relating to or arising out of this MSA, including its construction, effect, the rights and obligations, the performance, breach, rescission or termination, the entitlement to damages or compensation (“Dispute”), we and yourselves must attempt to resolve the Dispute in an amicable manner, in good faith within thirty (30) days of such dispute arising, by negotiations. Upon failure to resolve the same, whoever amongst us is claiming that a Dispute has arisen, must deliver to the other party, a notice containing particulars of the Dispute (“Dispute Notice”).

    2. Any Dispute, which cannot be resolved amongst us and yourselves in the manner described above, shall be finally resolved by courts of competent jurisdiction in Chennai, India.


  4. Notice

    5. All notices, consents, or approvals required under this MSA shall be in writing sent by certified or registered air mail, postage prepaid (confirmed by such certified or registered mail), or by facsimile or electronic mail (confirmed by an electronic receipt confirmation) to the registered address of FreightBro.

  5. Relationship of Parties

    6. We and yourselves agree and acknowledge that we and yourselves are independent contractors as to each other and nothing in this MSA shall give rise to an employment, partnership, joint venture, or other relationship. The personnel of FreightBro who will be engaged in the provision of Services under this MSA shall be considered to be employees of FreightBro and in no event shall such personnel be considered to be your employees.

  6. Assignment

    7. We and yourselves agree and acknowledge that we and yourselves shall not assign any part or whole of this MSA or any rights hereunder, without the prior written permission of the other party.

  7. Waiver

    8. No waiver of any provision of this MSA shall be effective unless contained in a writing (electronic mails / communication being specifically excluded) executed by either yourselves or FreightBro, against whom enforcement thereof is sought. A waiver of any specific term hereof shall not be deemed to constitute a waiver of any other term hereof, nor shall a waiver on any one or more occasion be deemed to imply or constitute a waiver of the same or any other term on any other occasion.

  8. Severability

    9. If any provision of this MSA shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions contained herein, which shall remain in full force and effect.

  9. Non exclusivity

    10. Nothing in this MSA shall mean or shall be construed to mean that either yourselves or FreightBro, is at any time precluded from having similar arrangements with any other person or third party, subject always to maintaining confidentiality obligations stated herein.

  10. Entire Agreement

    11. This MSA along with any annexures, emails as detailed in this MSA shall form the entire agreement between FreightBro and you.


This MSA are subject to change at any time without notice. To make sure you are aware of any changes, please review this MSA periodically. Continued use of the Platform after any such changes shall constitute your consent to such changes.

©All Rights Reserved with FreightBro Logistics Private Limited.2020.