Legal
Kindly read these Terms and Conditions carefully before using our website and services at https://propelor.io (“Website”).
These Terms and Conditions (“Terms”) are applicable to the use of the Website and the use of Logistics Services through our Website that is operated by Propelor India Private Limited. These Terms form a legally binding contract between you (“User”) and Propelor. By accessing the Website, you accept these Terms with immediate effect.
If you do not agree to these Terms, you must refrain from using the Website.
1. DEFINITIONS AND INTERPRETATIONS
1.1. Definitions:
In these Terms, unless there is anything in the subject or context inconsistent therewith, the capitalized terms listed below shall have the following meaning hereto:
a. Account shall mean the account created by the User on the Website after successful completion of Registration.
b. Authorized Representative shall mean the employee or any other authorized representative of the User who is specifically authorized to register on the Website on behalf of the User to avail the Logistics Services provided by Propelor or Third Party Services provided by Third-Party Service Providers.
c. Carbon Offset Program shall mean all services provided by a Third-Party Service Provider relating to the calculation, analytics or offset of Carbon Emissions, wherein Propelor shall be acting as a facilitator between such Third-Party Service Provider and the User availing these services.
d. Carbon Emissions shall mean, for the purposes of these Terms, the total amount of carbon dioxide and other greenhouse gas emissions caused by air, ocean, rail, or trucking shipments expressed as a carbon dioxide equivalent in metric tonnes of CO2e (TCO2e).
e. Calculation Methodology shall mean the internal methods used by the Third-Party Service Provider to calculate Carbon Emissions, which may be modified from time to time.
f. Consideration/ Charges means all amounts of any nature, whether pending, due or claimed, payable by the User to Propelor or the Third-Party Service Providers under these Terms at any time, whether liquidated or unliquidated, including loans, disbursements, expenses, advances, storage, handling and transportation charges (including demurrage, detention, inland container depots (ICD) charges), interest and all other charges and expenses of whatsoever nature, incurred for providing the services.
g. Consignment shall mean the bulk or set of Goods handed over to Propelor for the purposes of performance of Logistics Services under these Terms.
h. Content shall mean all content, data, design, information, or other materials available on and underlying the Website.
i. Delivery Port shall have the meaning of the delivery destination port where the Consignment shall be unloaded and finally delivered.
j. Events of Default shall mean any of the events specified under Clause 13 of these Terms.
k. Goods means the goods or items to be transported and/or stored by Propelor during the performance of Logistics Services.
l. Logistics Services shall mean services whereby Propelor accepts to transport and/or make arrangements for the transportation of Goods for the User or on behalf of the User. This shall include freight forwarding services, warehousing services, and customs clearance services.
i. Where Propelor provides warehousing services, Propelor is deemed to be providing warehousing services from the time that a vehicle arrives at a warehouse location carrying Goods for storage and until a vehicle departs a warehouse already loaded with Goods for transportation.
ii. Warehousing services and custom clearance services at the port shall either be provided by Propelor or by a Third-Party Vendor.
m. OVD stands for ‘officially valid documents’ and shall mean and include identity proof containing details such as name, address, or any other officially valid document as per the applicable laws.
n. Personal Information (PI) shall mean any information that can be used to identify the User, directly or indirectly, alone or in combination with other information.
o. Privacy Policy shall mean the Privacy Policy published by Propelor which can be accessed here.
p. Propelor shall mean Propelor India Private Limited, having its registered office at Number 8, Plot A-8, Sector 136, Noida, Gautam Buddha Nagar, Uttar Pradesh 201305, and unless the context requires otherwise, it shall include its affiliates and each of their directors, officers, employees, and authorized representatives.
q. Registration shall mean creating an Account on the Website.
r. Third Party Services shall mean services, including but not limited to the provision of trade finance solutions, single transit marine insurance services, carbon footprint calculator and offset services, all provided by third parties that are empanelled with Propelor to Users. In relation to all third-party services, Propelor will only act as a facilitator between such Third Party Service Provider and the User.
s. Third Party Service Providers shall mean and include the third parties providing Third Party Services.
t. Third Party Vendors shall mean vendors who perform tasks on behalf of Propelor and/ or under the instructions of Propelor in the course of performance of Logistics Services.
u. User shall mean any person or organization either accessing or registering on the Website. Users shall also include customers who avail the services offered by Propelor or Third-Party Service Providers.
v. User Data shall mean any and every data or information that is either provided by the User or is collected automatically from the User after he accesses the Website.
w. User Verification shall mean the process followed by Propelor to ensure eligibility of the User to avail Logistics Services or Third-Party Services under the Website in terms of the applicable laws.
x. Website shall mean the domain i.e., https://propelor.io
1.2. PRINCIPLES OF INTERPRETATION
In these Terms, unless the contrary intention appears:
(a) “We”, “our,” and “us” refer to Propelor. “You” and “Your” refer to the User and/ or User’s Authorized Representative, as applicable.
(b) Singular shall include plural and the masculine gender shall include the feminine and neutral gender.
(c ) The arrangement of clauses in these Terms shall have no bearing on their interpretation.
(d) The clause headings are inserted for the sake of convenience and shall not affect the interpretation of the provisions hereof
(e) Reference to the words “include” or “including” shall be construed without limitation.
(f) The doctrine of contra proferentem shall not apply to these Terms.
(g) All approvals, permissions, consents, or acceptance required from Propelor for any matter shall require the prior written approval, permission, consent, or acceptance of Propelor.
(h) In the event of any disagreement or dispute between Propelor and the User regarding the materiality of any matter including any event, occurrence, circumstance, change, fact, information, document, authorization, proceeding, act, omission, claims, breach, default or otherwise, the opinion of Propelor as to the materiality of any of the foregoing shall be final and binding on the User.
2. ACCESSING THE WEBSITE
2.1. The Users’ access to and use of the service is conditioned on his acceptance of and compliance with these Terms. These Terms shall apply to all visitors who access the Website or Users.
2.2. Propelor is a digital friendly and easy to use Logistics Service provider, accessible via Website. Propelor aims to provide end- to- end integrated Logistics Services including Third Party Services wherein Propelor shall act only as a facilitator between such Third Party Service Provider and the User opting for such Third Party Services.
2.3. By accessing the Website, the User hereby agrees that he and/or the Authorized Representative (if applicable) have read, understood, and agree to be bound by these Terms.
2.4. Access to the Website is provided free of charge, and Propelor reserves the right to withdraw or amend the services it provides on the Website without any notice. Propelor will not be liable if for any reason the Website is unavailable at any time or for any period.
2.5. The User is responsible for making all arrangements necessary to have access to the Website. The User is also responsible for ensuring that all persons who access the Website on their behalf are aware and comply with these Terms and other applicable terms and conditions, if any.
2.6. Pursuant to the Registration of the User on the Website, the User may opt for Logistic Services along with any Third- Party Services from the Website.
2.7. By registering and creating an Account with Propelor, the User certifies and undertakes that:
a) The User has created the Account for his personal or organisation’s use and that the information and documents provided to Propelor will be his or his organisation’s details, as the case maybe.
b) All information and documents that the User provides to Propelor at any time, are true, complete, and accurate and all such information, wherever required is supported by OVD submitted to Propelor.
c) The User further confirms that he will keep all such information and documents current, complete, accurate and valid at all times for as long as his Account remains valid. He can log in to his Account to review and modify any details. He may be required to submit documentary proof as required by Propelor’s policies from time to time to authenticate the modified details and may not be able to use the Logistic Services or any other Third- Party Services until verification of the changed details is successfully completed by Propelor.
d) The User’s Authorized Representative has attained majority age as per the applicable laws and has been duly authorized to act on behalf of the User for the purposes of using Logistic Services or any other Third Party Services.
e) The User will not create more than one Account for the same entity.
f) The User will comply at all times with all anti-corruption, anti-slavery, anti-bribery, and anti-child labor laws and shall not engage in practices involving child labor or slavery.
g) The User shall be solely responsible for safeguarding the password that he/ she uses to access the service and for any activities or actions under such password. The User agrees not to disclose his password to any third party. The User must notify Propelor immediately upon becoming aware of any breach of security or unauthorized use of his Account.
3. AMENDMENTS TO THE WEBSITE
3.1. Propelor may update and may change the Content available on the Website at any time without any notice. If the need arises, Propelor may suspend the Users’ access to all or any part of the Website or cease the Account indefinitely.
3.2. Propelor will endeavour to provide its Users with an uninterrupted experience on the Website, however, Propelor shall not be held liable in case the Content on the Website is unavailable or interrupted. Any of the material on the Website may be out of date at any given time, and Propelor is under no obligation to update such material, however, best endeavours will be made to update the Website from time to time.
3.3. Every time the User wishes to use the Website, he shall check these Terms to ensure he understands the terms that apply at the time.
3.4. Some of the provisions contained in these Terms may also be superseded by provisions or notices published elsewhere on the Website.
3.5. In case there is any contradiction between any clause under these Terms and any applicable laws, the applicable law shall prevail over the contradicting clause.
4. PERMITTED USE OF WEBSITE
4.1. The User may use the Website and the services strictly subject to these Terms, which shall be applicable immediately upon the User’s accessing the Website.
4.2. The User is not permitted to copy, reproduce, scrape, publish, perform, communicate to the public in any manner whatsoever, transmit, sell, license, distribute or transfer in any manner whatsoever, adapt, modify, translate, disassemble, decompile or reverse engineer, create derivative works from, or in any way use or exploit the Website, the services under these Terms, the Content or any part thereof. Any unauthorized use or copy of the contents of the Website shall be subject to strict legal action.
4.3. The User shall not remove or obliterate any copyright, trademark or proprietary rights notices from the Content or the Website and shall reproduce all such notices on all authorized copies of the Content. Any use of the Website, the Service and/or Content in violation of these Terms may violate copyright, trademark, and other applicable laws, and could result in appropriate legal action.
4.4. Propelor’s role in providing the medium of Website to the User regarding Third Party Services is limited to that of a facilitator. Propelor does not select or modify any information provided by the User,. It is clarified that Propelor does not act in the capacity of an intermediary in this context and assumes no responsibility or liabilities attached to an intermediary.
4.5. Propelor may require the Users to upload OVD to avail Third Party Services provided by Propelor on the Website.
4.6. The User shall not use the Website, Propelor’s Services, the Content, or any part thereof for any purpose that is unlawful or not permitted under these Terms.
4.7. The User will not display or upload any photo, picture, illustration, or graphic representation which may violate the proprietary rights or copyright of any other person and the User shall ensure that he is authorized to upload or display such materials. Without prejudice to the generality of the above, the User shall not use the Website, Propelor’s services, the Content, or any part thereof to host, display, upload, modify, publish, transmit, update, or share any information that:
a. belongs to another person and to which he does not have any right to;
b. impersonates another person;
c. is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever;
d. harm minors in any way;
e. infringes any patent, trademark, copyright or other proprietary rights;
f. violates any law for the time being in force or deceives or misleads Propelor about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
g. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;
h. threatens the unity, integrity, defence, security or sovereignty of any country, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation; i. is unsolicited or unauthorized advertising, junk mail, or spam; or j. is in contravention of any Court or judicial/ quasi-judicial order/ directions.
4.8. In the event of any downtime, data breach, hacking or such other incident on the Website, which may or may not adversely affect the User, the User’s sole remedy shall be as set out under clause 21 below.
5. REPRESENTATIONS AND WARRANTIES
5.1. The User represents and warrants that:
a. if it is an entity, it is a company, duly incorporated under the applicable laws, or a limited liability partnership, or a sole proprietorship/partnership firm, as the case may be, validly existing and in good standing, and has all requisite power and authority to own and operate its business and properties and to carry on its business as such business is now being conducted; or if it is an individual, he is not insolvent and has all necessary permits to carry out his business;
b. has attained the age of majority as per applicable laws, has full legal capacity and/or has obtained all necessary statutory and regulatory permissions, approvals and permits for the running and operation of its establishment, for the conduct of its business and to execute, deliver and perform these Terms and has been duly authorized by all necessary corporate actions and if it is an entity, it has authorized the Authorized Representative with necessary authorizations to perform actions on its behalf for the purposes of availing the Logistics Services and/or the Third- Party Services;
c. No claim, litigation, arbitration, claim, suit, action, investigation or proceeding or order, judgment, injunction, decree, award, settlement, or stipulation of or before any arbitrator, tribunal, or government authority, is pending or outstanding against it /him affecting its ability to enter into or adhere by these Terms.
d. In case the Account is being registered by the User’s Authorized Representative, then the said individual represents and warrants that he has validly entered into these Terms and has the legal power to do so, on behalf of the User.
5.2. The User shall not avail any services if they are the subject of any sanctions imposed by the regulatory authorities.
5.3. The User shall also adopt appropriate processes to prevent offering any illegal gratification in the form of bribes or kickbacks either in cash or in kind in the course of all transactions.
5.4. The User shall not directly or indirectly post any offensive or derogatory Content against Propelor in any media including social media, in any form whatsoever. The User shall not post any defamatory comments on the Website.
5.5. The User represents, warrants and undertakes that he has not and shall not offer, promise, give, encourage, solicit, receive or otherwise engage in acts of bribery or corruption in relation to any services (including without limitation any facilitation payment), or to obtain or retain business or any advantage in business for any third party, and has and shall ensure to the fullest extent possible that its employees and agents and others under its direction or control do not do so.
5.6. The User shall also ensure that they comply with all applicable laws while availing services, including labour laws and they will not engage in or encourage slavery and child labour in any manner whatsoever. Any instances of such violations will be viewed in a serious manner and Propelor reserves the right to take all appropriate actions or remedies as may be required under the circumstances, including deletion of the Account without intimation.
5.7. The User shall accept and shall ensure that any consignee or Authorised Representative accepts delivery of the Consignment at the Delivery Port. Should the consignee or any Authorised Representative fail to take delivery of the Consignment at the Delivery Port, Propelor shall be entitled to store the Consignment or any part thereof at the sole risk of the User, consignee, or Authorized Representative, whereupon the liability (if any) of Propelor in respect of the Consignment or that part thereof shall wholly cease.
5.8. Receipt by the consignee or the Authorized Representative entitled to delivery of the Consignment is prima facie evidence that the Goods have been delivered in good condition and in accordance with these Terms.
5.9. The User acknowledges that, where the User delivers to Propelor or causes Propelor to deal with or handle Goods which are or may be considered to be hazardous, dangerous or capable of causing damage or may adversely affect other goods or Goods likely to attract rodents or other animal life whether declared to Propelor or not, the User shall be liable for all losses or damage that may arise (directly or indirectly) in connection with such Goods.
5.10. The User acknowledges that Propelor may, in its sole discretion, suspend or terminate the User’s Account if Propelor reasonably suspects or believes, or is informed by a government, judicial or quasi-judicial agency that the User has engaged in or may engage in fraudulent or illegal activity of any kind. The User will have no claim whatsoever against Propelor in respect of such suspension or termination of membership under this clause.
6. OPERATIONAL TERMS
6.1. Quotation as to fees, rates of duty, freight charges, insurance premiums or other charges shall be provided by Propelor only after the User registers on the Website and chooses to avail services. The Quotation may be subject to changes and shall not be binding upon Propelor.
6.2. It is only after the Registration followed by User Verification of the User and the subsequent availing of services, that the User shall receive an invoice for the services chosen to be availed by it, and the said invoice shall be binding upon the User.
6.3. The applicable third-party terms may be set out by such Third-Party Service Providers at the point of access to the relevant Third-Party Services. These third-party terms are in addition to, and not in derogation of these Terms.
6.4. Propelor is not responsible for any non-performance or breach of any contract entered into between Third Party Service Provider and Users on the Website. Propelor only acts as a facilitator between the Third- Party Service Provider and the User and shall not be held liable for any dispute occurring between such Third- Party Service Provider and the User.
6.5. Propelor is not responsible for obtaining insurance for User’s Goods in case of availing Logistics Services.
6.6. Propelor shall make reasonable efforts to provide the User with uninterrupted services however in a situation unforeseeable and beyond the control of Propelor, the User shall not have any claims against Propelor.
6.7. The User shall be solely responsible for undertaking appropriate and effective independent due diligence and related analysis before entering into any agreement with a Third- Party Service Provider. The User acknowledges and agrees that Propelor has not carried out any background checks or other verification relating to the Third- Party Service Provider.
6.8. The User is solely responsible for coordinating and communicating with Propelor or the relevant Third Party Service Provider for the performance of the relevant services, in accordance with the applicable terms for those services.
6.9. Propelor shall not be held liable for any loss of data, technical or otherwise, Personal Information, User Data or other particulars supplied by the User, due to the reasons beyond its control like corruption of data, security breach, delay or failure to perform as a result of a force majeure event.
6.10. The User shall not modify, adapt, or otherwise alter the Website; provide false, misleading, deceptive, or otherwise inaccurate information; act fraudulently; engage in any activities that may result in the price of the goods and services being manipulated; copy, reproduce, create derivative works or publicly display any content contained on the Website (with the exception of User’s Information).
6.11. Propelor shall not be liable for any infringement by the User of any third party’s copyright, patent, trade mark, trade secret, confidential information, or any other proprietary or intellectual property rights a third party may have.
6.12. The User shall be solely liable for knowingly or otherwise being involved in the shipping of counterfeit, stolen items and/or restricted and/or forbidden cargo, violation of any applicable law, statute, regulation or other applicable law or policy (including but not limited to those governing export and import control, economic sanctions, consumer protection, unfair competition, and criminal law).
7. THIRD PARTY SERVICES
7.1. Propelor provides the User with an option to avail Third Party Services via the Website, wherein Propelor acts only as a facilitator between the User and the Third Party Service Provider, and Propelor shall have no liability in respect of the services availed from the Third Party Service Provider.
7.2. When the User opts to avail any Third Party Services, Propelor may require the User to submit certain OVD to verify its identity or that of the Authorized Representative (if applicable). Such documents may be shared by Propelor with the concerned Third Party Service Provider empanelled with it.
7.3. Propelor may also require the User or Authorized Representative (if applicable) to submit any other document as may be required by the relevant Third- Party Service Provider from time to time.
7.4. Propelor shall not be held liable in case the Third Party Service Provider refuses to provide the services for any reason whatsoever, or in case of any dispute arising between the User and such Third Party Service Provider.
7.5. The Website provides automatic calculation of Carbon Emissions for all shipments that are managed via Propelor. The Carbon Emissions are calculated according to the Calculation Methodology.
7.6. Propelor makes no express or implied warranties in connection with the carbon calculation and the Calculation Methodology except that Propelor shall take reasonable steps to ensure that all calculations are reasonably accurate based upon the information (both type and quantity) provided to Propelor. The User understands that carbon calculations typically provide only emission estimates and that as a result the accuracy of any calculation cannot be promised or guaranteed.
7.7. Under Third Party Services, Propelor offers to the Users the opportunity to have the Carbon Emissions for their Consignment offset. The Carbon Offset Program consists of providing a calculation of Carbon Emissions to the User based on the information provided by the User and then offsetting an equal amount of CO2e via the Third Party Service Provider who will provide carbon offsets for a fee as decided by such Third Party Service Provider.
7.8. The User acknowledges that Propelor has no direct control over the method in which the Carbon Offsets will be provided or deployed by the Third- Party Service Provider.
7.9. The User acknowledges that Propelor is solely a facilitator between him and Third-Party Service Providers and agrees that the Propelor shall have no liability in relation to the services availed by the User from the Third Party Service Provider.
8. TITLE OF OWNERSHIP (LOGISTICS SERVICES)
8.1. The User hereby agrees that it shall have and continue to have, at all times, full and absolute title on the Goods entrusted to Propelor under these Terms.
8.2. Subject to these Terms, Propelor shall have no right, title or interest on the Goods entrusted to them by the User or its Authorized Representative and shall not do any act as a result of which the title of the User is in any way encumbered, interfered or prejudiced.
9. PAYMENT TERMS
9.1. Propelor will be paid as per the Charges furnished to the User in the Invoice for the services availed by him.
9.2. The User(s) shall pay for the Services at the time of booking the services on the Website by way of internet banking through the payment portal available on the Website.
9.3. User(s), basis their eligibility, may also avail a pay later option. Credit period granted to the User shall be at the sole discretion of Propelor. In the event of failure to make payment within the prescribed timeline, without prejudice to any other rights and remedies available to Propelor at law, in equity or under these Terms and Conditions, Propelor reserves the right to exercise Lien rights over the cargo.
9.4. All payments by the User to Propelor shall remain due and payable by the User until the invoiced amounts are credited into the bank accounts of Propelor.
9.5. Prior to undertaking any services for which applicable rate(s) or terms are not disclosed, Propelor shall, at its own discretion, fix Charges to be paid by the User, which may be subject to variation depending on prevailing conditions and locations involved.
9.6. The Charges paid to Propelor shall be non-refundable. Propelor may also receive a referral / facilitation fee from Third-Party Service Providers for referring their services to the User.
9.7. In the event any Third-Party Service Provider charges a fee for a transaction, notwithstanding the unsuccessful consummation of such transaction, Propelor shall not be liable for reimbursement/ refund/ balance payment of such fee to the User. All transactions between the User and the Third Party Service Provider shall strictly bind the said parties alone.
9.8. Notwithstanding the foregoing, in case of any intervening circumstances, or escalation in fuel prices affecting the cost of services rendered, then the Parties shall, in good faith, re-negotiate to correspondingly increase the Charges to be paid by the User to Propelor.
9.9. For any increase in tariff, corresponding increase in transportation service will be levied upon the User at Propelor’s discretion.
9.10. In the event the User disputes an item invoiced by Propelor or requires additional supporting documentation, the User shall notify Propelor within 03 days from the receipt of invoice, specifying the disputed item. In any event, the User shall in such circumstances be obliged to pay the undisputed part of the invoice within the prescribed timelines.
9.11. If Propelor disagrees with the User’s dispute over the invoice, Propelor shall inform the User accordingly within 15 days of being notified by the User, pursuant to which the User shall make the entire payment within 03 days of such communication.
10. INSURANCE
10.1. The User shall apply for Goods insurance at its own expense, for the full replacement value of the Goods, and shall keep such insurance valid and in force for the term of this Agreement.
10.2. Propelor is not responsible for obtaining insurance for User’s goods in case of availing Logistics Services.
10.3. The User will be responsible for all premiums and costs in connection with procuring such insurance.
10.4. The Insurance services for the Cargo may also be availed through a Third Party Service Provider empanelled by Propelor. This facility is only provided for the convenience of User(s). The use of such facility is subject to the terms of use and/or other terms and conditions of the Third Party Service Provider.
11. LIEN
11.1. The User represents and warrants that the User (i) is the lawful owner of the Goods, which are not subject to any lien or security interest of others; or (ii) is the Authorized Representative of the lawful owner and of any holder of a lien or security interest (which lien or security interest is subordinated to the lien and security interest of Propelor) and has full power and authority to avail these services.
11.2. The User grants to Propelor a first priority general and specific lien upon and security interest in the Goods and on the proceeds thereof for the Charges and credits or advances by Propelor and for expenses necessary for preservation and safety of the Goods.
11.3. Without prejudice to any other rights under these Terms and Conditions and applicable laws, upon non-payment of any Charges when due and payable, Propelor may exercise its lien by attachment and sale of the Goods as provided under the applicable laws. For the purposes of outstanding dues and claims, the User agrees that the goods shall be treated as an item of maritime lien in favour of Propelor under applicable laws.
11.4. In the event of sale of the Goods, Propelor shall notify the User of the Charges due and payable, as well as the time, place, and nature of the proposed sale. Proceeds from a sale of Goods shall be used to cover the Charges due and payable to Propelor, as well as any costs incurred by Propelor as a result of the sale. Any proceeds exceeding amounts due and costs incurred by Propelor shall be credited to the account of the User. In the event such sale fails to generate sufficient proceeds to cover the Charges and other costs, Propelor reserves ̉its rights to pursue other remedies to recover the full amount due.
12. CONDITIONS FOR TRANSPORTATION OF CONSIGNMENT
12.1. Transportation of Consignment
a. Where Propelor is be responsible for custom clearance of the Consignment,the same may be done by Propelor’s in-house team or any Third Party Vendor appointed by it.
b. Notwithstanding anything to the contrary, in no event shall Propelor be responsible to the User, the Consignee or any third party if the Consignment or part of it is confiscated by the governmental authorities for any reason whatsoever, including but not limited to, on account of improper/missing documents provided by the User, the User’s negligence in any manner or anything beyond the reasonable control of Propelor. The User shall indemnify, defend and hold Propelor harmless against any claim, penalty, losses if any, or costs incurred by Propelor on this account.
c. The User shall ensure that the Consignment and its packaging are legally acceptable and are fit for transportation by Propelor.
12.2. DELIVERY
a. Propelor shall make reasonable efforts to deliver the Consignment to the Delivery Port on the date specified for delivery. Upon delivery of the Consignment, the User shall be responsible to inspect the Goods and make a mention of any damage, shortage in quantity, etc. to Propelor at the time of delivery itself. No dispute or claim in relation to the quantity or damage to the Goods shall be entertained by Propelor once the User has accepted the delivery.
b. If for any reason, beyond the reasonable control of Propelor, unloading of the Consignment is not carried out at the Delivery Port and on the agreed date, the User shall be liable to pay all Charges to Propelor.
13. EVENTS OF DEFAULT
13.1. The occurrence of any one or more of the following events or events similar thereto, shall each constitute an“Event(s) of Default”:
a. The User failing to provide the requisite information and documents as required by Propelor for the purposes of availing services under these Terms and Conditions or Third Party Services.
b. The User uploading or furnishing information or documents that are false, inaccurate, or untrue.
c. The User is found to be using the Website for any unlawful purposes or in violation of these Terms and Conditions.
d. Breach of any representation, warranty, declaration, clauses, or confirmation under these Terms and Conditions or any other related document has occurred or been committed.
e. Users have committed any fraud or failed to submit or suppress any information as required under these Terms and Conditions
f. It is or becomes unlawful for the User to perform any of his respective obligations under these Terms and Conditions or third party terms.
g. Deterioration in credit worthiness of the User in case of availing Third Party Services.
h. One or more events, conditions, or circumstances (including any change in law) occur or exist, which in the sole opinion of Propelor, could have a material adverse effect on the ability of the Users to pay the Charges for the services availed from Propelor or the Third Party Service Provider.
i. There is a reasonable apprehension that the Users have or would, voluntarily or involuntarily, become the subject of proceedings under any bankruptcy or insolvency law, or is voluntarily or involuntarily dissolved, becomes bankrupt or insolvent.
j. Dissolution of the organisation of the User shall automatically render these Terms and Conditions void. However, any amount due shall be payable by the Authorized Representative.
k. The User(s) is/are unable to or has admitted in writing his inability to pay any of its charges as they mature or when due and /or demanded by Propelor or Third Party Service Provider. Non-payment within the stipulated time shall also constitute a default under this provision.
l. The User is in violation of the Privacy Policy can be accessed here.
14. LIMITATION OF LIABILITY
14.1. Propelor shall not be liable for any direct, indirect, 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 substitution of services or from the use of or inability to use the Website, whether based on warranty, contract, tort (including negligence), product liability or any other legal action, and whether foreseeable or not.
14.2. Propelor shall not be responsible for any representation and warranties not expressly made to the User.
14.3. Propelor shall not be liable for any delay or error whatsoever, in the transmission of information for the tracking of the cargo.
14.4. Propelor shall not be liable for damage to the Goods on account of inadequate packaging by the User.
14.5. Notwithstanding anything contained in these Terms or any applicable law, the liability of Propelor shall in no event exceed the amount of the Consideration/Charges payable to it for provision of the services.
20. INDEMNITY
20.1. The User shall defend, indemnify, and hold harmless Propelor from and against any and all claims, losses, expenses, demands, or liabilities, including attorneys' fees and costs incurred by Propelor in connection with any claim arising out of or in any way related to but not limited to:
a. User’s illegal, unauthorized use of Propelor services, its Content or the Website.
b. User’s violation or alleged violation of these Terms or any applicable law.
c. User infringement or alleged infringement of any intellectual property or other right of any other person or entity.
d. Any dispute between the User and a Third Party Service Provider. The User must not settle any such claim or matter without the prior written consent of Propelor.
e. As a result of Propelor acting on or relying on the information and documents provided by the User.
f. On account of breach of a third party’s intellectual property rights as a direct or indirect consequence of the User’s use of the Website. Propelor reserves the right to assume the exclusive defence and control of any matter subject to indemnification by the User, and the User further agrees that he will cooperate fully in the defence of any such claims.
16. INTELLECTUAL PROPERTY RIGHTS
16.1. Propelor is the owner of the licenses of all intellectual property on the Website, and the material published on it except the material posted by other third parties which may include Third Party Service Providers and such other entities as may be decided by Propelor. Such works are protected by copyright laws and treaties around the world. All such rights are reserved.
16.2. All the Content available on and underlying the Website, including but not limited to software or which is required for accessing or using the Website, images, data, text, layouts, arrangements, displays, illustrations, photographs, graphics, audio and video clips, HTML files and other Content, logos, trademarks is the property of Propelor and are protected by copyright and/or under other applicable intellectual property right laws.
16.3. The User must not modify the paper or digital copies of any materials he has printed off or downloaded in any way, and he must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
16.4. Propelor’s status (and that of any third party) as the authors of material on the Website must always be acknowledged. The User must not use any part of the materials on the Website for commercial purposes without obtaining a license to do so from Propelor.
16.5. The User shall use the information and data available on the Website for his own internal use only. Except as otherwise set forth herein, the User shall have no other rights with respect to the data, including without limitation, any right otherwise to use, distribute, furnish or resell the data or any portion or derivative thereof. The User may not use the data for any illegal purpose or in any manner inconsistent with these Terms. Except as may be expressly permitted the User shall not copy, reproduce, republish, recompile, redeliver, decompile, disassemble, reverse engineer, distribute, publish, display, modify, upload, post, transmit, or create derivative works therefrom.
17. VIRUSES, HACKING AND OTHER OFFENCES
17.1. Although Propelor shall make best efforts to ensure that the Website is secure, the Website may still be encroached by bugs or viruses, worms, logic bombs or other material which is malicious and technologically harmful. The User shall not hold Propelor liable for any such incident whatsoever.
17.2. The User must not attempt to gain unauthorized access to the Website, the server on which the Website is hosted, or any server, computer or database connected to the Website. The User must not attack the Website in anyway whatsoever.
17.3. Any attempt or threatened attempt by the User as stipulated under section 17 will be a criminal offence. Propelor will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing the User’s identity to them. In the event of such breach, the User’s right to use the Website and avail the services will cease immediately. The User shall be liable for any loss, damages, costs, charges, or claims incurred due to such unauthorized access to the Website.
18. FRAUD
18.1. Without limiting any remedies available to Propelor at law, in equity or under these Terms, Propelor may, in its sole discretion, suspend or terminate the Users’ Account if Propelor reasonably suspects or believe, or is informed by a government agency that the User was engaged in or may engage in fraudulent or illegal activity using, or otherwise in connection to use of the Website and the User will have no claim whatsoever against Propelor in respect of any such suspension or termination of Account or services under these Terms.
19. GOVERNING LAW AND DISPUTE RESOLUTION
19.1. These Terms shall be governed and construed in accordance with the laws of India, without regard to conflict of law provisions. The courts in New Delhi, India shall have exclusive jurisdiction with respect to all disputes or claims that arise between the Parties. Any failure to enforce any right or provision of these Terms by Propelor shall not be considered a waiver of those rights.
19.2. All disputes, differences, claims, and demands arising under or pursuant to or concerning these Terms shall be attempted to be resolved in terms of clause 21 of these Terms failing which the dispute shall be referred to Arbitration in accordance with the provisions of Indian Arbitration and Conciliation Act 1996 subject to following rules:
a. Arbitration shall be conducted by a sole arbitrator to be appointed mutually by the parties.
b. The language of arbitration shall be English.
c. The respective costs of arbitration shall be borne by the unsuccessful party.
d. The award shall be a speaking award and shall be final and binding on the parties.
20. CUSTOMER CARE
20.1. If the User has any concern or grievance with respect to any of Content/information/data on the Website, or regarding any services to be availed, the User may send an e-mail to the customer care service at support@propelor.io. Propelor shall make best endeavours to resolve such grievances within a reasonable period of time.
22. ASSIGNMENT
22.1. The User cannot assign or otherwise transfer these Terms, the services or any rights hereunder to any third party. Propelor’s rights under these Terms are freely transferable to any third parties without the requirement of seeking User’s consent.
23. SEVERANCE
23.1. Where any provision (or part) of these Terms is held to be illegal or unenforceable, it may be severed, and shall in no way affect or prejudice the enforceability of these Terms and Conditions.
24. NO AGENCY
24.1. Availing services under these Terms does not give rise to an agency, partnership, joint venture, employer-employee or other similar relationship whatsoever. The User shall not have the right to or authority to bind Propelor or its related entities/ affiliates/ personnel in any manner.