You have been guided here in connection with Your use of https://www.nebarex.com (the "Platform") a transaction coordination engine operated by Nebarex DMCC (registered in the United Arab Emirates with registration number DMCC135265, and with its registered address at Reef Tower, Jumeirah Lakes Towers, Dubai, United Arab Emirates) or its authorised managing entity ("Nebarex", "we", "our" or "us").
These Terms of Service describe how we offer the Platform for Your use and the rules that You must comply with when using the Platform (the "Terms").
These Terms govern our provision and Your use of the services through the Platform. By accepting these Terms, You: (a) acknowledge that You have read and understood these Terms, (b) represent and warrant that You have the right, power, and authority to enter into these Terms, and (c) accept these Terms and agree that You are legally bound to these Terms.
Definitions
In these Terms, the following capitalised terms will have the following meanings:
"Administrator" means an individual designated by a User such as a sector head, department head or company administrator managing workflows, granting access rights or performing other functions as determined by a User;
"Confidential Information" means (i) the terms of these Terms, and (ii) all information which is otherwise imparted by Nebarex to or obtained by You under or in connection with these Terms, whether in writing, verbally or by other means and whether directly or indirectly, which information is expressly stated to be confidential or proprietary, or which would appear to a reasonable person to be of a confidential nature, relating to the business or prospective business, current or projected plans or internal affairs of Nebarex, its partners, or any of its or their affiliates, including all know-how, trade secrets, operations, processes, product information and unpublished information, (works protected by) Intellectual Property Rights, software (including source code and other preparatory materials), and any other commercial, financial or technical information;
"Data Protection and Security Laws" means any applicable laws in relation to: (a) the processing of personal data and protection of privacy that are applicable to the transmission, storage or any other processing of personal data in the context of the services, and/or (b) the security, integrity and availability of the Platform or services;
"Initiator" means a User of the Platform that can initiate transactions on the Platform, such as buyers, traders and finance representatives;
"Intellectual Property Rights" means any and all worldwide registered and unregistered intellectual property rights, including, but not limited to: (i) invention rights and invention disclosures (whether or not patentable or reduced to practice); (ii) patent applications and registrations; (iii) design rights, design applications and registrations; (iv) trade mark applications and registrations; (v) domain names, Internet websites and web content; (vi) copyright; (vii) databases and data collections, software; (viii) know-how and trade secrets; (ix) all applications, registrations, and renewals in connection with any of the aforegoing; (x) all improvements, developments, modifications, revisions, translations, adaptations, supplements and derivations of any of the aforegoing; and (xi) all copies and tangible embodiments of the aforegoing, in each instance in whatever form or medium; and (xii) all rights of a similar nature capable of protection anywhere in the world;
"Law" means any law, ordinance, regulation, rule, order, constitution, treaty, common law, decree, directive, including all other requirements of any government agency, body, authority, tribunal, regulator, or court that has jurisdiction over the party to these Terms;
"Nebarex Directives" means the requirements, instructions, policies and guidelines made available to You by Nebarex from time to time, including via https://www.nebarex.com, Your Account or otherwise, in respect of the use of the services;
"Nebarex Systems" means the servers, applications, databases, and any other computer hardware, software, networks and network equipment used by or on behalf of Nebarex to provide the services;
"Non-Initiator" means a User of the Platform whose primary business is to fulfil tasks within the logistics sector, such as warehousing clerks and transporters;
"Role" means a specified category assigned to a User that delineates the particular permissions, duties, and levels of access provided to the User which includes Initiators, Non-initiators, Administrators, Third-Party Providers and System Operators;
"Security Breach" means any event (including any breach of security) that: (a) results or threatens to result in the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data, or (b) jeopardises or threatens to jeopardise the safety and security (including the integrity, confidentiality, availability and continuity) of (any element of) the services, the Platform, Nebarex Systems, or any data stored or transmitted therein;
"Third-Party Providers" means third parties providing external logistics services, clearing agents and financiers; and
"User" or "You" or "Your" means any entity or individual with an Account on the Platform, whether as an Initiator or Non-Initiator.
In these Terms any words following the terms "including", "include", "in particular", "for example" or any similar expression will be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those terms.
Access and Registration to the Platform
In order to access and use the services, You must create an account with Nebarex (an "Account"), provide Nebarex with contact and billing information, a value added tax number (if applicable), and any other information that Nebarex may reasonably require or that may be required by Law to provide the services.
We will not be responsible for Your inability to access the Platform, services, products and/or any content available on the Platform due to limitations specific to Your personal computers, mobile phones, and other similar devices ("Access Device").
You must ensure that any Access Device used to access the services or Nebarex Systems has up to date anti-virus protection and does not introduce any viruses into the Nebarex System.
You will be responsible for keeping the User login credentials (for example, usernames, passwords, or keys) for Your Account ("Credentials") strictly confidential and safely stored.
You will be responsible for all data input, file uploads, and task completion assigned to Your Role.
You will immediately notify Nebarex of any (suspected) unauthorised access to or use of Your Account or Credentials. If Nebarex has reason to believe Your Account or the use of Your Credentials has been compromised, Nebarex may suspend access to Your Account or the services until the security thereof has been validated.
Nebarex treats all activities under an Account to be those of the registered User, and, except in the event of a Security Breach that is demonstrably attributable to Nebarex, You are responsible and liable for all access and use, including any unauthorised access or use, of the services that occurs through Your Account or with the use of Your Credentials, including any access, use or activities by Your Administrator.
When accessing or using the Platform, You will comply with all applicable Laws and all Nebarex Directives.
You agree that You will not (and will not permit any other party to) in any way use any Access Device, software or other instrument to interfere or attempt to interfere with the proper working of the Platform.
You acknowledge and agree that further, reasonable usage restrictions may be imposed by Nebarex from time to time in the Nebarex Directives or otherwise by notice to You in respect of Your use of the Platform and that you will adhere to all such restrictions.
Role based execution and workflow obligations
You acknowledge that when using the Platform, Role assignments are auto-assigned by Nebarex and visible only to the relevant Users.
By using the Platform, You consent to Role-based Platform access and use rights The specific features and rights associated with each Role may be revised from time to time in accordance with internal Platform governance protocols and are not disclosed publicly for confidentiality and Platform integrity reasons.
In the event that a deadline is not timeously met Nebarex reserves the right to automatically re-assign the task and any associated liability without Your prior consent.
As a User of the Platform You are required to either accept or reject the Role(s) assigned to You by Nebarex. Failure to respond shall be deemed as acceptance of the assigned Role(s).
User rights and responsibilities
If You invite a [Third-Party Provider] or customer ("Invited User") onto the Platform, You accept fully responsibility for the data, content, documents and other information that You make available to that Invited User during the course of Your interactions.
Your Invited User will only gain access to transaction data if You assign them as an assigned participant (whether an Initiator or Non-Initiator). An Invited User's access rights can also be limited by You in respect of Roles and access levels.
We will not share any [Invited User] data amongst Users unless specifically authorised via the appropriate Platform workflows.
You assume full responsibility for ensuring the legitimacy of all Your Invited Users, including in relation to any information provided by them regarding their business status and ability to transact with You via the Platform. By initiating the invite, You guarantee that appropriate confidentiality and data protection measures are in place between You and the Invited User.
Nebarex shall not be held liable for any misuse, loss, or unauthorized use of data by an Invited User. The act of extending an invitation shall be deemed as acceptance of sole liability for any data exposure resulting from said invitation.
Platform function disclaimer
Nebarex's role is strictly limited to providing a coordination tool for licensed/authorized Users. Nebarex shall not engage in the buying, selling, transporting, clearing, or financing of goods or services provided on the Platform. Consequently, all agreements between Users are separate from Nebarex and governed by the commercial terms agreed between the Users. Nebarex disclaims any liability arising from the transactions or agreements made between Users on the Platform.
Nebarex does not provide legal, tax, or customs advice and shall not be held liable for any actions taken by the any Users or any other party based on such advice.
Payment
Any fees payable by You regarding Your Account will be communicated to You.
Links to Third Party Websites and services and Third-Party Content
If You click on links to third-party websites, You leave the Platform.
We are not responsible for the content of third-party websites or for the security of Your information when You use third-party websites, including the independent websites of the individual suppliers and their affiliates. These third-party service providers and third-party websites may have their own terms and conditions and policies that You may be subject to.
By using the Platform, You agree that we are not liable for the following:
the ownership or right of use of any licensor of any software provided through any third-party platform;
the content, operation, use, security, accuracy or completeness of any third-party platforms or the goods and services that may be offered or obtained through them or the accuracy, extensiveness, or dependability of any information obtained from a third-party platform;
any content featured on a third-party platform that is accessed through the links found on the Platform; and/or
any failure that affects the goods or services of a third-party platform or provider.
Third-Party Claims
If anyone, including (but not limited to) a customer, any regulator, tax authority, couriers or any third-party rights holder, makes a claim or takes any kind of action against us in connection with:
Your goods and service, their importation and their supply through the Platform;
content You have uploaded to or otherwise distributed through our systems, including but not limited to Your profile, your product listings, Your communications, advertising, and any omissions or inaccuracies in such content;
things we have done or refrained from doing in reliance on the information You provided to us, including our exercise of the rights granted by You; or
things You have done or refrained from doing including but not limited to any breach of these Terms and our policies;
this will constitute as a third party claim (a "third party claim").
In the event of a third party claim, You must, at our option and as we request, assist us in defending or addressing the third-party claim, at Your own expense. If we require You to handle a claim on our behalf, You must obtain our prior written consent before settling or attempting to settle it.
You are also obligated to pay us an amount (calculated on a full indemnity after-tax basis) equivalent to any liabilities, fines, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and any tax liabilities or third party charges such as brokers’ fees) and all interest, penalties and legal costs and all other professional costs and expenses (associated liabilities) we incur arising out of or in connection with any third party claim.
Content on the Platform
The content on our Platform is provided for general information only. It is not intended to amount to advice on which You should rely. You must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of the content on our Platform.
Although we make reasonable efforts to update the information on our Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on our Platform is accurate, complete or up to date.
We may run advertisements and promotions from suppliers and other third parties on our Platform or provide information about or links to third-party products, websites, resources or services on our Platform, but we have no control over the content thereof. Your dealings or correspondence with, or participation in promotions of, any such third parties, and any terms, conditions, warranties, or representations associated with such dealings, correspondence, or promotions, are solely between You and the applicable third party. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, correspondence, or promotions or as the result of the presence of such advertisers or third-party information made available through our Platform.
Our Platform may include information and materials uploaded by other Users of the Platform. This information and these materials have not been verified or approved by us. The views expressed by other Users on our Platform do not represent our views or values.
Rules about linking to our Platform
You may link to our home page for non-commercial purposes, provided You do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must ensure that the destination to which You link our Platform does not contain any material that is offensive, discriminatory, illegal, harassing, or otherwise objectionable.
You must not:
establish a link to our Platform in such a way as to suggest any form of association, approval or endorsement on our part where none exists;
establish a link to our Platform in any website that is not owned by You;
create a link to any part of our Platform other than the homepage; or
provide a link that portrays us or any of our services in a false, misleading, derogatory, or defamatory manner.
We reserve the right to withdraw linking permission at any time without prior notice.
Consumer rights
If these Website Terms are regulated by or subject to consumer laws in England and Wales and/or any other laws which cannot lawfully be limited or excluded (collectively the "Consumer Laws"), it is not intended that any provision of these Website Terms contravenes or purports to contravene any provision of the Consumer Laws. Therefore, notwithstanding anything to the contrary, all provisions of these Website Terms must be treated as being qualified, to the extent necessary, to ensure that the provisions of the Consumer Laws are complied with.
Intellectual Property Rights
All content, trade marks and data on our website, including software, databases, text, graphics, icons, hyperlinks, private information, and designs are the property of or licensed to us, and as such, are protected from infringement by copyright law, domestic and international legislation and treaties. Subject to the rights afforded to You in these Terms, all other Intellectual Property Rights on this Platform are expressly reserved.
This Platform contains logos, trade marks, and service marks owned by us or our licensors. Additionally, there may be trade marks or service marks of third parties on this Platform. All trade marks are owned by their respective owners. You are prohibited from using or displaying any of these trade marks without obtaining prior written permission from the owner.
Upon termination of Your relationship with Nebarex, You must remove any content suggesting You sell on the Platform and make efforts to remove it from third-party sites.
You grant us a non-exclusive, worldwide, royalty-free license to host, reproduce, display, process and publish any content, data, attachments or information You provide for the purposes of listing, selling, marketing, and promoting Your products on the Platform. We will adhere to any brand guidelines You provide.
After Your relationship with Nebarex terminates, we will cease using Your materials, except as required by surviving obligations. Any goodwill resulting from our use of Your materials shall belong to You exclusively.
Confidentiality
You shall use and disclose the Confidential Information only as specified in these Terms and shall take reasonable measures to protect it from unauthorized access or disclosure. You shall not disclose the Confidential Information to any third party without Nebarex's prior written consent, except, where applicable, to Your directors, employees, and agents who require access for the performance of these Terms. You must ensure that these individuals are bound by confidentiality obligations at least as strict as those imposed on You under these Terms, and You will be responsible for their actions as if they were Your own.
The Confidential Information does not include information that You can prove is: (a) developed independently by you without using Nebarex's Confidential Information, (b) received rightfully from a third party without confidentiality obligations, or (c) is or becomes public without Your fault. You may disclose the Confidential Information if required by Law or a supervisory authority, after consulting with Nebarex and taking into account Nebarex's reasonable disclosure requirements as permitted by Law.
Any feedback provided by You or Your representatives regarding the services, or the Platform may be utilized by Nebarex in any manner deemed appropriate, including exploitation, distribution, or disclosure, without any obligations, compensation, or restrictions.
Mandatory compliance with Laws and policies
In relation to the execution, performance and delivery of these Terms, You will (and will ensure that Your employees, directors, officers, agents and other representatives will) comply with:
applicable Laws prohibiting bribery and corruption;
applicable Laws prohibiting tax evasion and the facilitation thereof;
applicable Laws concerning export controls and trade restrictions;
applicable sanctions Laws (including those imposed by the United Nations, United States, European Union, and any other territory with jurisdiction over the Parties);
applicable Laws concerning human rights; and
our mandatory Nebarex Directives.
Data Protection
We will process Your personal data in accordance with our data protection policy available at https://www.nebarex.com/privacy-policy and the relevant Data Protection and Security Laws, where applicable.
Disclaimer and limitation of liability
Your use of the Platform, products and/or services is at Your sole risk. Our Platform is provided on an "as is" and "as available" basis without any representation or warranty whatsoever, whether express, implied or statutory, including (without limitation) any representation or warranty as to the operation, integrity, compatibility, availability or functionality of the Platform or as to the operation, accuracy, completeness, integrity, compatibility, availability functionality or reliability of the content, products and/or services. It is Your responsibility to ensure that the content and services available from and through the Platform meet Your individual requirements.
To the extent permitted by applicable Law:
we do not warrant, and we disclaim all liability for (a) the completeness, accuracy, availability, timeliness, security, or reliability of our Platform (including any information, content, products and/or services made available via our Platform); (b) any harm to Your computer system, loss of data, or other harm that results from Your access to or use of our Platform; (c) the deletion of, or the failure to store or transmit, any feedback maintained by our Platform; (d) whether our Platform meets Your requirements or is available on an uninterrupted, secure, or error-free basis;
we will not be liable to You or any third party for any incidental, special, indirect, consequential, exemplary, or punitive damages whatsoever, arising out of or related to these Terms or our Platform (including any information, content, products and/or services made available via our Platform), however caused, regardless of the theory of liability (contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability, or other theory), even if we have been advised of the possibility of such damages; and
in no event will our aggregate liability arising out of or related to these Terms or our Platform (including any information, content, products and/or services made available via our Platform), exceed USD 5000.
Consequences if You do not use our Platform in accordance with these Terms
If we find that You have not used our Platform in accordance with these Terms, any applicable Nebarex Directives, or in a manner that is unlawful, we reserve the right to immediately suspend or restrict Your access to the services. Suspended Users shall forfeit access to transactional visibility and operational rules.
You may terminate Your use of the services at any time by giving us written notice at least 90 days in advance. Termination will take effect after the aforementioned notice period terminates.
You agree to indemnify, defend, and hold harmless us and our officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to: (a) Your use of our Platform other than in accordance with these Terms, and (b) Your breach of these Terms or applicable Laws. We may, at our option and in our sole discretion, assume full control of the defence of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent.
Governing law
The laws of England and Wales govern these Terms and Your use of the Platform. It is technically possible for You to obtain access to this Platform from any country in the world, and we have no practical ability to prevent such access. We designed this Platform to comply with the laws of England and Wales. We operate in various countries throughout the world and comply with the laws of the countries in which we operate. If any material on this Platform, or Your use of it, is contrary to the laws where you are, we do not intend You to use the Platform, and we ask You not to use it.
Dispute Resolution
Disputes shall be resolved by arbitration under the then current rules (the “Rules”) from time to time in force of the London Court of International Arbitration (“LCIA”), which Rules are deemed to be incorporated by reference into this Clause 19, unless otherwise agreed.
The seat, or legal place, of arbitration will be London or such other location as the Parties may agree to.
The language used in the arbitration will be English.
The governing law of the arbitration agreement will be English law.
The award rendered by the arbitral tribunal, which shall address which party shall bear the costs of the arbitration, shall be final and binding on the parties. Judgment on the award may be entered in any court of competent jurisdiction.
Nothing herein contained shall be deemed to prevent or prohibit either party from applying to the appropriate court for urgent relief.
Modifications
We reserve the right to modify these Terms from time to time. Every time You wish to use our Platform, please check these Terms to ensure You understand the terms that apply at that time.
If You do not agree to a change, You must discontinue Your use of our Platform. Your continued use of our Platform after the date that a change becomes effective constitutes Your acceptance of the change.
Our contact details
To contact us, please email us at yogita.lakhiani@nebarex.com or telephone our service line on +97148355368.
Miscellaneous
Notices. Any notices to Nebarex must be sent to Nebarex's corporate headquarters' address and must be delivered in person, by mail, courier service, or by email to yogita.lakhiani@nebarex.com. Notices are deemed given upon receipt by Nebarex. Any notices to You will be sent via Your Account or to the email address provided by You on Your Account. You hereby consent to receiving electronic communications from Nebarex for various purposes. You agree that electronic notices from Nebarex will fulfil legal communication requirements.
Assignment. You may not assign or transfer for any reason whatsoever without Nebarex's prior written consent and any action or conduct in violation of the foregoing will be void and without effect. Nebarex expressly reserves the right to assign these Terms, in whole or in part, and to subcontract the performance of any of Nebarex's obligations hereunder.
Translation. The original version of these Terms is made in English, and neither party can derive any rights from any translated version of these Terms.
Severability. If any provision of these Terms is or becomes invalid or unenforceable in whole or in part, the validity and enforceability of the remaining provisions of these Terms will not be impacted.
No waiver. A failure to exercise, or a delay in exercising, a right or remedy provided by these Terms or under applicable Law does not constitute a waiver of such right or remedy or a waiver of any other rights or remedies.
Third party rights. Nothing in these Terms comprise a stipulation in favour of any third party or will confer upon any third party any right or benefit.