FreightLoop Shipping Solutions LLP operates two distinct service lines — Ship Broking & Chartering, and Maritime IT Solutions. Each is governed by its own set of terms, set out below. Please read the section relevant to the services you engage us for.
These terms govern the provision of chartering, sale & purchase, project cargo and related broking services by FreightLoop Shipping Solutions LLP ("the Company") to any client or counterparty ("the Client") that engages or deals with our broking desk. By requesting or accepting these services, the Client accepts these terms.
"Services" means the broking, chartering, post-fixture and related services provided by the Company. "Principal" means an owner, charterer, seller or buyer of a vessel who is party to a contract arranged through the Company. "Representative" means an agent, manager or broker acting on a Principal's behalf. "Contract" means any charterparty, sale agreement or other maritime contract concluded with the Company's involvement.
The Company acts as an intermediary, introducing Principals to one another and assisting in the negotiation of Contracts. The Company is not a party to, and takes no responsibility for the performance or non-performance of, any Contract concluded between Principals. It remains the Client's own responsibility to assess a counterparty's standing, creditworthiness and ability to perform, and to decide whether and on what terms to contract with them.
Brokerage is payable as a percentage of freight, hire or purchase price as agreed between the parties or as recorded in the relevant fixture recap or commission clause. Commission remains payable on renewals, extensions and options arising from a Contract the Company helped conclude, whether or not the Company is involved in agreeing those extensions. Where a Contract is cancelled or varied in a way that would deprive the Company of its commission, the Client remains liable to compensate the Company as if the cancellation or variation had not occurred.
Unless otherwise agreed in writing, invoices are payable within thirty (30) days of the invoice date, without deduction or set-off. Overdue amounts accrue interest at 12% per annum, calculated monthly, until paid.
The Company provides Services with reasonable professional skill and care but does not warrant the accuracy of information supplied by third parties, nor guarantee the performance of any Contract. The Company shall not be liable for indirect or consequential loss, loss of profit, loss of business or loss of reputation. Where liability does arise, it is capped at the lower of the brokerage earned on the Contract in question or ₹75,00,000 (Indian Rupees seventy-five lakh), save in cases of fraud or wilful misconduct, for which no such cap applies.
The Client agrees to indemnify the Company against claims, losses and costs arising from the Client's breach of these terms, inaccurate instructions, or the Company acting reasonably on the Client's instructions.
Information expressly marked or agreed as confidential shall not be disclosed to third parties without consent, except where required by law or regulatory authority. This obligation survives for one year after the conclusion of the relevant Contract or negotiation.
Either party may terminate the engagement on written notice. Termination does not affect brokerage already earned, nor any Contract already concluded or negotiations already substantially advanced through the Company's efforts.
Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control, including strikes, natural disaster, war, piracy, port closures or governmental action. This clause does not excuse any payment obligation already due.
These terms are governed by the laws of India. Any dispute arising out of or in connection with the Services shall first be referred to good-faith negotiation and, failing resolution, to arbitration in Pune under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by mutual agreement. The courts of Pune shall have exclusive jurisdiction over any matter not subject to arbitration.
These terms govern software development, systems integration, vessel-tracking, managed IT and support services provided by FreightLoop Shipping Solutions LLP ("the Company") to any client engaging our IT Solutions desk ("the Client"). Specific deliverables, timelines and fees for a given engagement are set out in the applicable statement of work ("SOW"), which these terms supplement.
The Company will provide the services described in the applicable SOW, proposal or order confirmation, which may include software development, dashboards, systems integration, hosting, and ongoing support. Where these terms and an SOW conflict, the SOW prevails for that specific engagement.
Fees are as set out in the SOW or invoice and are exclusive of applicable taxes (including GST), which are payable in addition. Unless agreed otherwise, invoices are due within thirty (30) days of the invoice date. Overdue amounts accrue interest at 12% per annum, calculated monthly.
Pre-existing tools, frameworks, libraries and know-how used by the Company in delivering the Services remain the Company's property (or that of its licensors). Custom deliverables built specifically for the Client under an SOW are assigned to the Client upon full payment for that engagement, in accordance with the Copyright Act, 1957. The Company retains the right to reuse general-purpose components, non-confidential methods and know-how developed in the course of an engagement for other clients.
Where the Company processes personal data on the Client's behalf, it will do so only for the agreed purpose, apply appropriate technical and organisational safeguards, and comply with the Digital Personal Data Protection Act, 2023 and applicable rules made under it. The Company will notify the Client without undue delay upon becoming aware of any data breach affecting the Client's data.
Services are performed with reasonable skill and care, in line with any service levels agreed in the SOW. The Company does not guarantee uninterrupted or error-free operation of any platform, and will use reasonable efforts to restore service promptly in the event of an outage. Support hours and response times for a given engagement are set out in the relevant SOW.
Each party will keep confidential any non-public information disclosed by the other in connection with an engagement, and use it solely for the purpose of that engagement, both during the engagement and for two years after its conclusion.
The Company warrants that Services will be performed with reasonable professional skill and care. Except as expressly stated in an SOW, Services and deliverables are provided without further warranty of any kind, including as to fitness for a particular purpose. Third-party software, APIs or infrastructure integrated as part of the Services are provided on an "as is" basis and are subject to the relevant third party's own terms.
The Company's total liability arising out of any engagement is limited to the fees paid by the Client for that engagement in the twelve (12) months preceding the claim. Neither party is liable for indirect or consequential loss, including loss of profit, revenue or data. This limitation does not apply to liability arising from fraud, wilful misconduct, or a data breach caused by the Company's failure to apply agreed security measures.
Either party may terminate an engagement on thirty (30) days' written notice, or immediately for uncured material breach or insolvency of the other party. On termination, the Company will, on request, make Client data available for export and will delete Client data from its systems within a reasonable period thereafter, except where retention is required by law.
Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disaster, war, internet or infrastructure failure outside the Company's systems, or governmental action.
These terms are governed by the Indian Contract Act, 1872 and the laws of India generally. Disputes shall first be referred to good-faith negotiation and, failing resolution, to arbitration in Pune under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by mutual agreement. The courts of Pune shall have exclusive jurisdiction over any matter not subject to arbitration.