Logistics policy

Introduction

Welcome to https://eyby.com (the “Site”), which is owned and operated by Metsec Cables Ltd. (“Eyby” or “We”). We provide the Site and the information and services offered on the Site to you, whether you are a shipper or carrier, (“You”) subject to the following Terms of Use (the “Terms”). By using the Site, You agree to be bound by the Terms. We may, in our sole discretion, modify the Terms without notice to You. Therefore, please continue to review the Terms when using the Site. By continuing to access and use the Site after the Terms have been modified, you are agreeing to such modifications. In addition, when using particular Eyby services or features on the Site, you shall be subject to any posted guidelines or rules applicable to such services or features that may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the Terms. In the event of any conflict between such posted guidelines or rules and these Terms, the posted guidelines or rules shall govern. 

We may, in our sole discretion, modify the Terms without notice to You at any time, which may include but are not limited to removing or imposing new terms or conditions, and/or adding fees and charges for use. Such modifications shall be effective immediately unless specified in these Terms, and the use of the Site and/or the services we provide through the Site shall be deemed to constitute acceptance by You of such modifications. Upon entering accurate and complete load information, you will have an opportunity to review the total fees for the services provided through our Site prior to making your order as We quote such fees to you prior to You accepting our services and us finalizing your order. Therefore, please continue to review the Terms when using the Site. By continuing to access and use the Site after the Terms have been modified, you are agreeing to such modifications. In addition, when using specific Eyby services or features on the Site, you shall be subject to any posted guidelines or rules applicable to such services or features that may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the Terms. In the event of any conflict between such posted guidelines or rules and these Terms, the posted guidelines or rules shall govern.

The acceptance of these Terms is required when using the Site, requesting and receiving a quote from us via any means, including telephone, email or any other electronic transmission, and booking each shipment.

 

Description of Service

The Site is a proprietary freight shipping platform where: (i) carriers can advertise, post rates and lanes; (ii) shippers can view, price and submit freight transportation requests; and (iii) if they wish, shippers and carriers can enter into a contractual relationship based on industry standard Bills of Lading and rules regarding missed pick-ups, delays and other special circumstances can be discussed in mutually acceptable manner between shipper and carrier. The Site is for land, air and sea transportation and related services, including tracking of shipments. At all times, Eyby is acting as a platform and not as a shipper or carrier and for purposes of clarity the transport of goods by a carrier on behalf of a shipper, even when contracted through the Site, is not part of the Services (as defined). The Site and the information, features, applications and services available on the Site may be referred to herein collectively as the “Service.” Unless explicitly stated otherwise, any new features or services that augment or enhance the Service in the future shall be considered part of the Service and subject to the Terms.

 

License

Subject to the provisions and conditions of these Terms, Eyby hereby grants You a limited, non-exclusive, non-transferable, during the term hereof right and license to use the Site solely for the purposes outlined herein. No right or license is granted to You other than those stated before. You are prohibited from causing or permitting the reverse engineering, disassembly or de-compilation of the software which runs the Site.

 

Authorization

You confirm that any individual using the Site on your behalf has authority to do so and to bind You. No one under the age of 18 may use the site.

 

Selection and Ranking of Carriers

To be eligible to be listed as a carrier on the Site carriers must meet minimal requirements which include, but are not limited to, (i) one year of uninterrupted business operations in the field with the same management; (ii) have at least two trucks in operation; trust and credibility; and (iii) pass a company verification check. Accepted carriers agree to the use of their name and logo on the Site. Carriers are ranked according to their historical level of performance on services delivered through the Site. The rankings will be based on flags associated with the Carrier’s use of the system, including meeting commitments specified in their individual lane postings. Flags are based on: (i) Pick-up performance (on time pickup), (ii) On-time delivery, (iii) Claims-free shipment (no damage), (iv) Claims settled within 30 days (prompt payment of claims if filed), (v) Exception free delivery (no carrier related problems during delivery), and (vi) Invoice accuracy (carrier invoices for services as quoted). Carriers new to Eyby will be rated at 95% for each category (4.75 stars) while minimum necessary data is gathered by the system. 

By applying as a carrier and/or accepting bookings from Eyby you agree to be bound by all Eyby terms and conditions, including you: (a) represent and warrant that you are (i) dually licensed and registered under and conduct your operations in accordance with all laws applicable to you and your operations , and (ii) you provide actual transportation of customer’s shipments; and (b) you undertake to continue being dually licensed and registered and conduct your operations in accordance with such laws, and to provide actual transportation services for customer’s shipments when using the Service. Furthermore, by operating as a carrier when using the Service, you acknowledge and agree that you are exclusively responsible for the transportation and delivery of a customer’s shipment, and solely liable in the event of damage and/or loss.

 

Selection of Shippers

Eyby will use its commercially reasonable efforts to verify shipper’s reputation, reliability and activities on the Site. Eyby will use its proprietary, custom algorithms to identify any shipper submitting false load quotes to access carrier data. Any such shipper will be barred from the Site. On a case by case basis Eyby may use Shipper’s company name or logo on the Site or other promotional materials.

 

Restrictions

Except when granted written permission on a case by case basis by Eyby, the Site is not open to: (i) freight brokers whether they are acting for a carrier or shipper; (ii) carriers who act as a broker; or (iii) carriers who act as double-brokers (where a carrier agrees to transport freight and subsequently re-brokers it to another carrier) unless, a Carrier refers the opportunity to a carrier with which it has a written interline agreement.

 

Your Obligations

Whether You are a shipper or carrier, You agree to use the Service only for lawful purposes. You are responsible for all content and information uploaded to, or generated through, the Service by You or on your behalf. You shall not utilize the Service to misrepresent an affiliation with any person or organization, violate the legal rights of any third party, or to upload or transmit any defamatory, indecent, obscene, harassing or otherwise objectionable material, or any material that is protected by copyright, trademark or trade secret, without permission from the applicable owner. 

As a Shipper using the site You agree: (a) that you are responsible for providing accurate description of your shipment (including weights, sizes, freight class, etc.); (b) that any person (whether an individual or entity) acting on your behalf has the right to legally bind you with respect to the Service (such person includes any party using customer’s Bill of Lading (BOL), any party scheduling a shipment(s), any party acting as consignor at the time of pickup, any party acting as consignee at the time of delivery, and/or any party requesting services for you; (c) that all freight rates are quoted as tailgate or curb side pickup and delivery to a commercial location and/or carrier terminal drop off or pickup, and residential services are available and are charged as an assessorial service; (d) that you are solely responsible for ensuring that any pickup and/or delivery location(s) will be carrier- equipment accessible, and any additional costs incurred as a result of the lack of such accessibility will be borne solely by you. (e) that you provide the means to load and unload the shipment unless these services have been arranged for as an assessorial service; (f) to promptly pay for all services as actually provided by the Service and any carrier and/or shipper involved in the transportation of your shipment, even if such necessary service was accidentally or wilfully omitted by You from the service originally requested ; and (g) that you are responsible for correctly packaging the freight and affixing the Bill of Lading to all shipments moved using they System.

If as a shipper you wish to make a claim for loss or damage to your shipment, then you agree that: (a) only the shipper, consignee or third-party owner of the freight may file a claim; (b) you must file all freight cargo claims in writing with shipment carrier within 48 hours of delivery; (c) the filing of a claim does not relieve you as the customer for payment of freight charges and your account must be paid in full prior to processing a claim for loss or damage; and (d) any delayed reporting of a claim could forfeit your right as a customer to a claim.

Please contact the carrier for more information regarding their carrier insurance or carrier liability.

 

Fees

All shipments are rated, quoted, and booked/scheduled based on the information provided by you as a shipper, and you are solely responsible for providing such information accurately. Rates quoted can only be binding when the information provide by You is complete and accurate.

We display the charges based on information provided by carrier to you as a shipper and take into account various factors including: (a) what is being shipped and the number of items being shipped; (b) the type of packing used for the shipment; (c) the packed size of the shipment, its dimensions, and volume of space required; (d) total weight of the shipment including all packing materials, crating and or pallet, if any; (e) location for pickup and/or delivery (commercial, industrial, residential, or other); (f) estimated or guaranteed transit time; (g) any Value-Added Services requested and/or needed, and any other applicable accessorial charges.

Our fees do not include any non-freight or non-carriage expenses including but not limited to taxes (except those routine taxes specifically included on our invoice to shipper) duties, tariffs, tolls, storage expenses, customs assessment’s, penalties, attorney fees, and legal costs allocable to this shipment and/or all disputes related to the shipment, and the customer accepts full responsibility and liability for all such expenses.

 

Billing Adjustments

All carriers reserve the right to verify shipment size, weight and commodity type. Services needed at pickup or delivery may also have been accidentally or intentionally not included by the shipper in the original quote request. In the event these services are needed to move and successfully deliver the shipper’s load, or in the event the shipment is not as described by You, the carrier may charge additional charges for the load. 

(a) If You are a shipper using the Eyby system or Site, You agree that:

i. the initial cost for each shipment is billed and charged to your account at the time of dispatch and that this initial billing is based on the information that You provided with the assumption that such information was true and accurate and reflected the actual description of your shipment and services to be provided; and

ii. the carrier reserves the right to verify a shipment’s size, weight, class, commodity, and services provided. Should the carrier decide to audit the shipment, if an error or discrepancy is found on the Bill of Lading or other shipper documents that causes the rate to increase, then the carrier will issue a billing adjustment to the shipper invoice for actual services provided.

The customer agrees to pay for all documented billing adjustments using the same method of payment used in the initial billing of this shipment. (Note: Charges for a weight discrepancy will be calculated based on the price per pound or kilogram as the original shipment as documented on the Bill if Lading, Shipment Confirmation, and Shipper Invoice.

(b) If You are a carrier, then you agree to provide the documentation supporting any bill adjustments to the shipper and referring to any discrepancies You found between the Bill of Lading and the shipment during your audit of the shipment under this section.

 

Payment; Late Payment(s)

Payment for all services is by Credit Card (Visa, Master Card, or American Express), PayPal, check, Interact, ACH or other electronic funds transfer, based on cards or accounts in the shipper’s name and/or authorized to be used by the shipper, unless agreed to otherwise. The shipper acknowledges and agrees: 

(a) to provide their Credit Card information when establishing their account on the Site and to keep such information up to date;

(b) that the Credit Card information provided by the customer, including any updated information, will be used to make payments for the customer’s account for using the Service;

(c) Eyby and/or it’s payment processor(s) are authorized to automatically charge any amounts payable by the shipper in connection with shipper’s use of the Service using such Credit Card information (including any updated information) provided by the customer;

(d) All payments received will be applied to the oldest (based on pickup date) outstanding invoice first; and

(e) If payment for a bill, invoice or other amount due by You, the customer, to Eyby is not received by the applicable due date because of the mentioned Credit Card information being denied for payment processing by the applicable financial intermediary, then: (i) Eyby reserves the right to charge a $25 per invoice late fee, and interest on overdue invoices at the highest rate allowed under the law until such invoices are paid in full.

 

Eyby’s policy on overdue accounts

Eyby reserves the right to suspend accounts that are overdue past agreed payment terms. These accounts will be turned back on once the due amounts are paid. Eyby reserves the right to suspend accounts permanently for consistent overdue payment issues.

 

Cancellation Policy

The cancellation policy of the carrier will be enforced. It is the duty of the shipper to have read and understood the cancellation policy prior to entering into an agreement with the carrier.

 

Membership cancellation and refund

Member can cancel paid subscription at any time. Eyby does not provide refunds if member decides to stop using the Eyby subscription during the subscription term.
The subscription term will automatically renew for the period indicated in the agreement unless member notifies Eyby that they don’t want to renew and cancels auto-renewal prior to the renewal term.
By singing up for any of the paid membership plans, member agrees that Eyby is authorized to charge them for all fees due during the subscription term and any renewal term. They certify that they are authorized to sign and enter into this binding legal contract for the company or organization making this purchase.

 

Bill of Lading (BOL)

The Bill of Lading, or BOL, is non-negotiable and is prepared by the System for the shipper or by Eyby (or its employees, agents, and/or other personnel facilitating the Service) (on behalf of the shipper and shall be deemed, conclusively, to have been prepared by the shipper. The Bill of Lading cannot be changed by the shipper without permission in writing from Eyby, and a modification to the original quoted price, if necessary.

 

Cross-border Shipments

Cross-border Shipments, to avoid border delays, it is the client’s responsibility to ensure customs documentation is prepared accurately and prior to the truck arriving at the border, and sent to Eyby. In the event of a delay due to improper documentation or no paperwork prepared and sent to Eyby, the client is responsible for any incurred extra charges, including but not limited to waiting time, in-bond fees, and storage fees. The client will be billed at the time these fees are incurred. A copy of the documentation must accompany the freight. 

The client agrees to pay all associated brokerage fees. Fees estimated on the Eyby website are subject to change based on the shipment information changing.

 

Freight Rates Quoted

Freight rates quoted include 30 minutes loading and offloading for LTL shipments, and 1 hour loading and offloading for FTL shipments, unless otherwise specified. There will be additional charges for delays in loading, waiting at facilities for loading or offloading, and other unforeseen delays.

 

Truck Waiting Time

Total cost is all-inclusive provided that the load information, commodity, size, weight, origin and destination, are correct. LTL pricing includes 30 mins loading/offloading. After that waiting time will be charged at 1-hour minimum and every minute after that. If your load needs special handling not included in this invoice, such as residential delivery or driver assist, or load information is incorrect, we will send an amended invoice with the corrected cost.

 

Non-Circumvention Clause

Eyby provides marketing and sales automation services to carriers at no charge. In return carriers agree they will not directly solicit any shipper first introduced to them via the system. In the event of direct solicitation, the carrier involved agrees to pay Eyby 15% of the gross revenue received from that shipper for a 2-year period starting with direct solicitation of loads.

 

Site Security

Eyby will use commercially reasonable security technologies (such as encryption, password protection, hacking protection and firewall protection) in providing the Service, and You shall comply with the applicable Eyby security guidelines and procedures made known to You through the Service or otherwise. However, Eyby does not control the transfer of data over telecommunications facilities, including the Internet, and Eyby does not warrant secure operation of the Service or that such security technologies will be able to prevent third party disruptions of the Service.

 

Privacy and History

Data uploaded by carriers is shared only with shippers.

 

Information You Provide to Us

From time to time You are required to provide or update certain information in order to access or take advantage of certain features offered on the Site (for example, to join our email distribution list or to request that we send You information). Any information You provide us or post on the Site shall be true, accurate, current and complete. Additionally, in order to provide the Services to You or Your clients we may acquire from You contact information for You and/or your clients. Any such information will be used solely to provide the Services to You or your clients.

 

Registration

In order to use this Site, a user must first complete the registration form. During registration a user is required to give certain information, such as name and email address. This information is used to contact You about the services on this Site in which you have expressed interest, including your account information, booking information and tracking of your shipments. Users may opt out of emails by using email opt-out option. Please note that if You opt out of emails from this site, You may miss information regarding your account.

 

Invoices

Eyby will provide an invoice outlining any additional charges incurred in the carriage of the shipment. The amounts of these invoice(s) are considered accepted unless written notice is received within thirty (30) days from the date of the original invoice. Direct any notices to @eyby.com

 

Cookies and other tracking technologies

We use cookies on this site. A cookie is a piece of data stored on a site visitor’s hard drive (if your web browser permits) to help us improve your access to our site and identify repeat visitors. For instance, when we use a cookie to identify You, You would not have to enter your password more than once, thereby saving time while on our site. Cookies can also enable us to track and target the interests of our users to enhance the experience on our site. Usage of a cookie is in no way linked to any personally identifiable information on our site. Users may disable cookies by adjusting their web browser settings. Please note that if you don’t accept cookies from this site, you may not be able to use portions of the site and some of the site’s functionalities. 

We use Google tracking and advertising products such as Google Analytics and Google AdWords Remarketing to provide our advertising and to tailor it to our users. This means that Google will display this site’s ads based on user’s past visits to this site, other websites and their activity on Google.com. Users may opt out of Google’s use of cookies by visiting the Google Advertising Opt-out Page.

We use Facebook Retargeting cookies. This means we may show ads to you on Facebook, if you visit our site. Users may opt out of this use of cookies by visiting Facebook’s Ad Settings.

 

Links to other websites

This web site contains links to other sites. Please be aware that we are not responsible for the content or privacy practices of such other sites. If You submit personal information to any of those sites, your information is governed by their privacy statements. We encourage our users to be aware when they leave our site and to read the privacy statements of any other site that collects personally identifiable information.

 

Limitation of Liability

You recognize that Eyby is providing the Service as is. You acknowledge and agree that Eyby is a freight broker and not the actual freight carrier. A carrier is the party that actually transports a customer’s shipment, while a shipper has goods that require transportation. You acknowledge that the transportation of any freight, shipment or good using the Service is performed exclusively by the carrier, and not performed by Eyby, and as such, you agree: (a) that Eyby is under no circumstances responsible for the physical whereabouts, control, condition, and/or delivery of any goods being shipped using the Service; and (b) to hold Eyby and the other Excluded Parties (as defined herein) harmless for services, acts or omissions (including related to the handling and transportation of freight) performed by the carrier. 

You agree to pay any and all fees due to Eyby for your use of the Service regardless of whether you are a carrier or shipper and regardless of whether any dispute may or may not occur, or has occurred, between you and any carrier and/or shipper.

In case of a dispute, you agree to dispute the charges within 7 days of receiving the invoice, and you acknowledge that, if the dispute is successful, refunds may take 2-3 days to process.

You acknowledge and agree that Eyby, being only a freight broker, acts as an intermediary between the customer, carrier and/or shipper by providing information related to the carrier and/or shipper including access to rates and services provided by carriers and shippers, and as such its liability is limited by these Terms to the extend allowed under applicable law.

We require that all carriers using the System be fully licenced, bonded and insured. That said, it is the sole responsibility of the carrier, not Eyby, to ensure that licences, bonds and insurance remains in effect at all times, and both carrier and shipper agree, by using the System, to specifically exclude Eyby from any responsibility or liability related to carrier licensing, bonding or insurance.

You agree that Eyby and the other Excluded Parties are not liable for carrier or shipper service failures related to, damage to, or loss of shipment or freight. You acknowledge and agree that Eyby does not accept any good or shipment from any party using the Service whether on consignment or on any other term, does not at any time hold, handle, store or transport freight, shipment or any good, and does not otherwise take control of any freight, shipment or good, and that a shipper using the service consigns (signs over) their shipment directly to the carrier. You agree that the services provided by Eyby through the Service are limited to brokering of freight between the parties being the carriers and shipper, and they are processed, secured, executed, and recorded as a service within the Province of British Columbia, Canada.

You acknowledge and agree Eyby is not involved in and does not accept any responsibility for shipments or other related services procured through the Service and shall not be responsible or liable for the accuracy, completeness, usefulness or availability of any information or other content, data, text, graphics or any other materials transmitted or made available via the Service. Eyby shall not be responsible or liable for any decisions made in reliance on such information, or for the conduct or service performed by any carrier listed in the system.

You agree that you are solely responsible for the accuracy of all information you provide Eyby through or while using the Service. You agree that Eyby, and its management, directors, employees, agents, contractors, consultants, advisors, affiliates, associates, and/or subsidiaries (collectively, the ‘Excluded Parties’) as they may be from time to time, are not responsible and are not liable for any damages, fees, fines, levies, taxes, tariffs, penalties, sanctions, other monetary fees or dues, or adverse consequence whether or not of a monetary nature that you (and/or your management, directors, employees, agents, contractors, consultants, advisors, affiliates, associates, and/or subsidiaries, as applicable and as they may be from time to time) incur or experience arising from or related to any inaccuracy in the information you provide to Eyby through or while using the Service.

You further agree that the Excluded Parties are not liable for any misclassification of freight or mistakes made by any of the Excluded Parties and/or the Service. You acknowledge that freight classification, are nuanced and may be prone to errors depending on the completeness of the information provided.

You agree that Eyby and the Excluded Parties are not and will not be liable for any loss, or and/or missed, delayed, or non-delivery of a shipment, including but not limited to those caused by:

(a) an Act of God, war, accident or peril experienced while shipment occurs (whether on the ground, sea or air), mechanical/equipment issues or failure (including those related to truck, aircraft, ship, and equipment), adverse weather conditions, riot, strike, labour dispute, civil disorder, terrorist activity, quarantine, or intervention, act or omission of any governmental or public authority (including of any customs agency or authority);

(b) the act, default or omission by a customer or any other party who claims interest in the shipment;

(c) the nature of or any defect in the shipment;

(d) a shipper or carrier’s violation of these Terms or the terms and conditions contained in the Bill of Lading or of the carrier’s General Rules Tariff (including but not limited to insufficient or improper addressing, marking, classification, packing, securing, or failure to observe any of the rules relating to shipments not acceptable for transportation or shipping);

(e) Any of the Excluded Parties’ failure to comply with the delivery or other instructions from the customer or for the acts or omissions of any person; or

(f) any circumstance that is beyond Eyby’s control.

Subject to the limitations of liability contained in these terms, the Bill of Lading and the Carrier’s General Rules Tariff, Eyby shall only be liable for loss, damage, missed delivery, or non-delivery caused by Eyby’s own gross negligence. Eyby’s liability therefore shall be limited to the fees that Eyby has earned with respect to the subject shipment.

The shipper agrees to that neither Eyby or the Carrier can be held liable for consequential damages, or other losses the shipper may have experienced as a consequence of transit times, which are always estimated, being greater than expected.

In no event shall Eyby be liable nor will any account be credited if the shipper does not use the Eyby Bill of Lading.

All shipments are covered under the Carrier’s limited liability coverage as noted below based on Full Truck Load (TL), Less Than a Truck Load (LTL), Intermodal (IM), Less than Container Load (LCL), Container Load (CL), Air, and other service types that may be added from time to time (see below). Consignee agrees to inspect the shipment at the time of delivery and document any damage on the delivery bill). Failure to notate damage may cause forfeiture of the liability claim. The Carrier’s liability coverage only covers damage or loss of the freight shipped, not lost time, labour, or shipping costs. Some carriers will ask the customers to include the shipping cost (this is what they pay to us) in the claim as well.

Truck load (TL) Carriers are required by law to carry a minimum of $100,000.00 of cargo insurance. This coverage protects the Customer from theft, loss, or damage due to fire or vehicle accident. It does not cover loss caused during normal transit. It is assumed that damage occurring independent of an accident involving the vehicle is a consequence of improper or inadequate packing or crating.

For Less than Truckload (LTL), every booked freight shipment comes with limited liability coverage. The amount of coverage is determined by the carrier and based upon the commodity type. It covers a certain dollar amount per pound of freight. In some situations, the included liability coverage may be less than the value of the shipped goods. If you need full coverage, be sure to state the insurance value and verify with Eyby that additional insurance has been purchased and is included in rate quote.

By booking a shipment with additional insurance through Eyby, you agree that you have been claims free for 3 years, and you accept the insurance terms and exclusions.

 

No Special, Indirect or Consequential Damages

By using the Site, You agree to hold Eyby, and its successors, employees, contractors and associates, completely harmless from all claims of special, indirect, or consequential damages, whether the possibility of such damage has been disclosed to You in advance or could have been reasonably foreseen. This provision shall survive the expiration, termination or cancellation of the Service.

 

Limited Warranty by Eyby

Eyby warrants that the Service will perform substantially in accordance with Our operating and technical documentation relating to the features, functions and operation of the Service as established from time to time. Eyby’s sole obligation with respect to a breach of the warranty shall be to repair or replace any component giving rise to the breach of warranty. The limited warranty in this is in lieu of all other warranties. EYBY MAKES NO OTHER WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH REGARD TO THE SERVICE, IN WHOLE OR IN PART, OR ANY OTHER MATTER UNDER THESE TERMS. EYBY EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. EYBY EXPRESSLY DOES NOT WARRANT THAT THE SERVICE, IN WHOLE OR IN PART, WILL BE ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION, WILL BE COMPATIBLE WITH ANY HARDWARE OR SYSTEMS SOFTWARE CONFIGURATION.

 

Representations, Warranties, and Covenants of Carriers and Shippers

All carriers, shippers and any others using the Service represent and warrant to Eyby that they have the legal capacity and authority, under applicable law(s) concerned with such capacity and/or authority in their jurisdiction of domicile and/or organization, to enter into and be bound by these Terms. 

All carriers, shippers and any others using the Service shall act in compliance with all applicable laws (including those related to any jurisdiction(s) freight originates from, passes through or over, and is delivered to) governing their respective activities related to the shipment of freight or any good while using the Service, and such compliance is solely the responsible of the party such laws apply to. For the purposes of these Terms, laws include but are not limited to rules, regulations, statutes, acts, orders, announcements, pronouncements, and similar items of government body or authority having legal effect.

Each shipper using the Service acknowledges and agrees that:

(a) If the shipper does not complete all the documents required for carriage, or if the documents which it submits through the Service are not appropriate for the services it requests, then such customer hereby instructs and authorizes Eyby and its employees, agents, and other personnel facilitating the Service, where permitted by law, to complete, correct or replace the documents for them at the expense of the customer; however, the customer acknowledges that Eyby and its employees, agents, and other personnel facilitating the Service are not obligated to make any such completion, correction and/or replacement;

(b) If a substitute form of Bill of Lading is needed to complete delivery of the customer’s shipment and Eyby (or its employees, agents, and/or other personnel facilitating the Service) completes that document, then the terms of this Bill of Lading will govern;

(c) The Excluded Parties are not liable to the customer or to any other person for any actions taken on behalf of the customer; and

(d) The Excluded Parties assume no liability to the customer or to any other person for any loss or expense due to the failure of the customer to comply with this provision.

 

Confidentiality

You recognize and acknowledge that by accessing the Site and using the Service you may come to gain knowledge of and gain access to confidential information of Eyby including without limitation, information and knowledge pertaining to the Site, the Service and other products or services offered, innovations, technologies, designs, ideas, plans, trade secrets, proprietary information, advertising, distribution and sales methods and systems, and relationships between Eyby and its customers, clients, suppliers, carriers and/or shippers using the system, and others who have business dealings with Eyby (collectively the ‘Confidential Information’). You acknowledge that such Confidential Information is a valuable and unique asset and covenant that you will not, directly or indirectly, whether during or after your use of the Service, disclose any such Confidential Information to any person (which includes any individual or non-individual entity) for any reason whatsoever or use such Confidential Information for any purpose without the prior written authorization of Eyby, unless such information is in the public domain through no fault of you or anyone acting on your behalf, or except as permissible by law or court order (in cases which you shall notify Eyby as soon as practicable before you make such disclosure under such law or order, and if not permitted by such law or order then in the earliest time permitted by such law or order). You shall not reverse engineer any of Eyby’s Confidential Information for any purpose. Upon Eyby’s request, you must delete or otherwise destroy all non-tangible things containing the Confidential information and return all tangible materials containing Confidential Information to Eyby and/or destroy/delete such tangible Confidential Information. Eyby’s Confidential Information is protected by applicable intellectual property laws in multiple jurisdictions internationally, including but not limited to copyright, trademarks, and patents. 

Except as otherwise permitted under these Terms or under applicable law, Eyby will not disclose to any third party a carrier’s rates and lanes. We will use at least the same standard of care to maintain the confidentiality of carrier’s rates and lanes as used to maintain the confidentiality of our own Confidential Information.

 

Indemnification

You shall defend and hold harmless Eyby against and in respect to any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties and reasonable attorney fees that Eyby shall incur or suffer, that arise, result from, or relate to any breach of or failure by You to perform any of your obligations in these Terms.

 

Limitation of Remedies and Liability

Other than any outstanding amounts due to Eyby hereunder, both parties limit their liability with respect to the use and the performance of the Site or Services to an amount not to exceed Eyby’s retained portion, after all carrier payments and load related expenses, of the amount paid by You to Eyby in the immediately preceding 3-month period. 

All shippers, carriers and other users of the Eyby system and Site mutually agree that neither the shipper, carrier or other use nor Eyby shall be liable or responsible for any legal expense or any other expenses uncured by the other party in defending a claim or dispute between these parties.

 

Term

These Terms and the attached right and license shall terminate in any of the following events: (i) You not paying any fees due to Eyby; (ii) failure to respect the provisions hereof or any other provisions stipulated by Eyby; (iii) discontinuance of the Site; or (iv) You issuing a written notice of termination to Eyby. Upon termination of these Terms You will discontinue further use of the Site. Termination of these Terms will not relieve You from making payments which may be owing to Eyby or seeking any other remedies under law or in equity.

 

Force Majeure

Except with respect to the payment of fees hereunder, neither party will be liable to the other for any failure or delay in performance under these Terms solely during the period necessitated by the force majeure, due to circumstances beyond its reasonable control. Force majeure is limited to acts of war, terrorist acts, natural disasters, accident, labour disruption, acts, omissions and defaults of third parties and official, governmental and judicial action not the fault of the party failing or delaying in performance, or the threat of any of the foregoing.

 

Assignment

You may not assign or otherwise transfer these Terms, or any interest, rights, or obligations thereunder, to any party, without Eyby’s written consent. Eyby may assign these Terms and its rights and obligations hereunder to any part at will without obtaining your consent.

 

Customer Service

Is part of Eyby transactional fees which gives you the rights to customer service.

 

Eyby policy on competitors:

Freight brokers, 3PLs, Freight Forwarders, and other potential Eyby competitors (each a “Using Party”) are allowed to use Eyby’s system on a case by case basis only at Eyby’s sole discretion and can be suspended at any time if they do not follow the site policy. No intellectual property of Eyby, including that of any of its subsidiaries and affiliates, is assigned, licensed, or otherwise transferred to any party through usage under this section or otherwise, and such intellectual property shall remain the property of its respective owner(s). A Using Party shall not allow any other party to use Eyby’s system and shall not copy, reverse engineer, or take any action that is contrary to the intellectual property rights of Eyby, its subsidiaries, and its affiliates.

 

Eyby’s policy on discounted or preferential rates, fees, or other charges:

The discounted or preferential rates, fees, or other charges offered to all Eyby customers are at Eyby’s sole discretion, a privilege, and not an obligation of Eyby to any of its customers or any other party. Eyby reserves the right to increase individual customer rates, fees, or other charges if the customer consistently refuses to pay valid rates, fees, or charges for Value-Added Services used, or if any invoice due to Eyby or any of its subsidiaries remains outstanding beyond 60 calendar days from the date of such invoice. Eyby reserves the right to discontinue any discounted rate, fee or other charge if dictated by market conditions.

 

Eyby’s policy against verbal and emotional abuse:

As part of the terms of use, Eyby requests that all transport companies and customers using our system interact with the Eyby’s team in a civil and respectful manner. Eyby also requires the same for team members interacting with each other, transport companies, and customers. Eyby reserves the right to suspend the account of any customer, carrier, or any other party who shows a pattern of abusive language or disrespect to Eyby team members. Likewise, Eyby reserves the right to dismiss team members that fail to follow these policies when interacting with each other, customers or carriers. By using the Eyby’s platform/system and customer service, you agree to treat all staff civilly and fairly and refrain from verbal and emotional abuse, specifically yelling, threatening, name calling, using inappropriate sexual language and language that is degrading, insulting, defamatory, violent, coarse, sexist or racist. Eyby reserves the right to suspend your account and discontinue service if there is a pattern of abusive behaviour towards our staff.

 

Governing Law

These Terms (including any posted guidelines or rules applicable to Service or features on the Site, as incorporated by reference herein per section 1 above) and performance under these Terms shall be governed exclusively by the laws of the Republic of Kenya applicable therein, without giving effect to any principles of conflicts of laws, and notwithstanding Your domicile, residence or physical location, or the domicile, residence or physical location of any other party involved in your transaction. 

Any and all actions, disputes, controversies, suits, claims (whether of a legal or equitable nature), proceedings, or hearings arising out of or in connection with the Site, the Service, the usage of the Site and/or the Service, and/or these Terms (including claims regarding applicability or validity of this provision) between You and Eyby and/or any of the other Excluded Parties (and/or made by You or anyone connected to You or claiming through You against Eyby and/or any of the other Excluded Parties) shall be:

(a) governed by the laws of the Republic of Kenya applicable therein, without giving effect to any principles of conflicts of laws, and notwithstanding Your domicile, residence or physical location, or the domicile, residence or physical location of any other party involved during any transaction and/or shipment that may be subject to any such dispute, controversy or claim; and

(b) submitted to and be subject to the exclusive jurisdiction of the courts of Nairobi in the Republic of Kenya.

For the purposes of this section, You agree to submit and attorn to the exclusive jurisdiction of the courts of Nairobi in the Republic of Kenya to adjudicate or determine any action, dispute, controversy, suit, claim, proceeding, or hearing as described this section.

 

Arbitration Agreement

This Agreement will be governed by and construed in accordance with the laws of the Republic of Kenya applicable therein and each party hereto irrevocably submits to arbitration for the resolution of any disputes between the parties, to be conducted by a single arbitrator chosen by the parties.

 

Waiver; Severability

The waiver by Eyby of a breach or a default of any provision of these Terms by You shall not be construed as a waiver of any succeeding breach of the same or any other provision by You. Any delay or omission on the part of Eyby to exercise or avail itself of any right, power or privilege it has shall not undermine Eyby’s right to exercise or avail itself of any such right, power or privilege. No waiver of any provision of these Terms shall be effective unless in writing and executed by Eyby waiving the right. If any provision or part thereof of these Terms, or the application thereof to any person or circumstance shall, for any reason or to any extent, be invalid or unenforceable, the remainder of these Terms and the application of such provision or part to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the fullest extent permitted by the law governing these Terms.