In the absence of a special contract containing special conditions, the following are the only conditions on which Shipping World Logistics Pte Ltd contract, carry out business or operate.
This Agreement is between Shipping World Logistics Pte Ltd (“SW Logistics”), a Singaporean company, and you. This Agreement governs your access to, and use of all of SW Logistics sites and services (“SW Logistics Services”). SW Logistics Services, corporate websites, and tools are collectively called the “SW Logistics Platform”.
This Agreement was last updated on Jan 1st, 2025. It is effective between you and SW Logistics as of the date of your acceptance of this Agreement.
1. INTERPRETATION
2. ENTERING INTO THIS AGREEMENT WITH SW LOGISTICS
3. RELATIONSHIP TO OTHER AGREEMENTS
4. POSITION OF SW LOGISTICS
5. SW LOGISTICS’S RIGHTS AND POWERS
6. CUSTOMER’S OBLIGATIONS AND LIABILITIES
7. SW LOGISTICS’S EXPENSES
8. SW LOGISTICS’S IMMUNITIES & LIABILITIES
9. CLAIMS
10. RATES
11. PAYMENTS
12. SW LOGISTICS’S LIEN
13. INSURANCE
14. LIBERTIES OF SW LOGISTICS
15. CHANGES TO AGREEMENT OR SW LOGISTICS SERVICES
16. ACCOUNT USAGE, INTELLECTUAL PROPERTY & DATA
17. MUTUAL NON-DISCLOSURE AGREEMENT
18. GENERAL USE
In these conditions
"SW Logistics" means:
SHIPPING WORLD LOGISTICS PTE LTD
“You” or "Customer" or “Owner”,
“Consignee” or “Consignor" means:
The person who requests Shipping World Logistics Pte Ltd to contract or perform any service or operation and includes the owner.
"Person" includes:
A Firm or Company
“Conveyance” includes:
Lorry, van, trailer, rail-wagon, ships, barge, aircraft and “Convey” means convey or conveyance and includes despatch by posts.
"Expenses" include:
Shipping World Logistics Pte Ltd's charges and disbursements, freight charges, warehouse rent, cost of insurance (if any) and any duty, customs fees or charges, fines, penalties etc, payable under or by virtue of the Revenue and or Penal Laws of any country in from to or through which the goods go or pass.
By using the SW Logistics Platform, you accept this Agreement and you agree to be bound by all of its terms. If you are entering into this Agreement on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement. In that case, “you” and “your” will refer to that company or other legal entity, except where context implies it is referring to you as an individual. If you don’t accept the terms of this Agreement, you cannot use SW Logistics and/or the SW Logistics Services.
To the extent that there is a conflict between this Agreement and any other documents executed between you and SW Logistics, including any Shipment Order between you and SW Logistics which references this Agreement, the provisions of this Agreement will govern, unless you agree otherwise with SW Logistics in a written agreement.
SW Logistics is engaged as carriers, general forwarding agents, local truckers, warehousemen and general logistics and supply chain service providers and is not a common carrier and does not accept any liability of a common carrier.
No agents or persons employed by SW Logistics other than those expressly authorised in writing by SW Logistics for that purpose shall have any authority to alter, vary or qualify in any way these conditions or any of them.
SW Logistics reserves the right at its discretion at any time before receiving or collecting or otherwise dealing with any goods or before storing, stuffing, transporting by conveyance any goods to refuse to receive or collect or convey or deal with the same and without giving any reason therefore.
A Customer will be presumed unless the contrary is made known to SW Logistics at the time to be owner of or otherwise fully authorised to deal with the goods and in any event shall indemnify SW Logistics against all claims arising from title to the goods paramount to that of the Customer.
The Customer warrants that in agreeing to the terms hereof, he does so on behalf of all persons having a present or future interest in the goods.
SW Logistics, in connection with the warehousing, servicing, transportation of the goods and for any part or parts of the transportation journey, may use or arrange for the use of any conveyance or conveyances and warehousing, stuffing, unstuffing, survey and all related services undertaken by them may employ sub-contractors or agent on such sub-contractors’ usual terms or on such other terms as may be agreed between SW Logistics and such sub-contractors but entirely without prejudice to the rights powers and immunities which SW Logistics enjoy under these conditions. In employing any sub-contractors, SW Logistics shall act and shall be deemed to act as agent for the Customer.
SW Logistics may convey or arrange to convey the goods by any route or routes (whether usual or not), warehouse their goods in their own warehouse or third-party warehouses, employ their own or independent or third-party surveyors and or other sub-contractors appropriate to the service to be rendered in their absolute discretion and at the risk and expense of the Customer.
The goods may be so arranged for separately, and, if and when SW Logistics in their discretion think fit, as part of a larger package or consignment or in separate warehouses or other arrangements, in open or closed storage, without any liability on their part unless specifically contracted for otherwise.
Where SW Logistics makes any Booking or arrangements for services on behalf of the Customer with any third party service provider or carrier, SW Logistics does so without any engagement on its own part and the contract shall be between the Customer and the third party service provider directly and SW Logistics merely facilitates such arrangements without liability on its own part.
SW Logistics may at any time require proof of the nature, condition, quantity, weight or value of the goods or any other particulars notwithstanding any prior declaration by the Customer.
Orders: When you accept a Quote, we create an “Order” on your behalf which is a legally binding agreement between you and SW Logistics. As a Customer, you agree to accept any terms, conditions, rules, and restrictions associated with such Freight Services that are imposed by SW Logistics. You acknowledge and agree that you will be responsible for performing the Customer’s obligations of the Order and any other contracts.
Quotes: You agree to pay the amounts presented to you in a Quote for an Order you made, and any other amounts that you owe in connection with an Order. You also agree to provide any documentation reasonably requested by SW Logistics for the purposes of your Order and you are responsible for the accuracy and timely submission of such documentation, whether that occurs through the SW Logistics Platform or otherwise. We will use reasonable efforts to ensure that Quotes displayed on the SW Logistics Platform are all-inclusive.
Unless otherwise agreed in writing, all goods shall be adequately and securely packed by the Customer and the name and address of the Consignee clearly stated. It is the customer's responsibility to ensure adequate packaging is used to keep shipment protected from damage which includes but are not limited to drop, vibration, indiscriminate stacking, rain, seawater, and moisture.
Customer/Consignors are solely liable for declaring the content and value of each package correctly for the purpose of excise, duty, and tax payments.
In all cases the Customer/Consignor shall jointly and severally remain liable to SW Logistics for all expenses except and insofar as the same are prepaid and without prejudice to any of SW Logistics's rights against the Consignee or any other person.
All Dangerous goods enquiries should be submitted on a separate request and different surcharges apply. Dangerous goods, if accepted by SW Logistics, must be accompanied by a full declaration of their nature and contents and properties and safely and securely packed for the transit. All Dangerous goods applications are subject to Carrier’s approval and SW Logistics gives no guarantee that any conveyance owner will accept or deliver such goods.
The Consignor shall indemnify SW Logistics against all claims for injury to any property or persons caused by special goods or exceptional goods or perishable goods or dangerous goods.
Subject as aforesaid full written particulars and instructions must be furnished with regard to:
the goods (i.e. as to number and types of containers marks, weight and value); and
any risks to be insured against amounts to be covered.
If such particulars in respect of (i) be not furnished or be in any respect inaccurate or not clear SW Logistics shall be absolved from all responsibility whatsoever for loss or misdelivery of the goods. If particulars under (ii) are not furnished or are either inaccurate or not clear, SW Logistics shall not be under any responsibility for not insuring or for any incorrect insurance.
SW Logistics may at any time require prepayment of or on account of their expenses
If the goods be stopped in transit, refused or delivery not taken, the cost of any additional carriage, cartage, storage and or of any other consequential service will be charged to and forthwith payable by the Consignor/Customer.
SW Logistics is not liable for any duties and taxes that may arise during shipment. The Customer/Consignor is ultimately liable for any duties and taxes assessed on their goods.
SW Logistics does not guarantee delivery of package which does not comply with the import or export regulations. The Customer/Consignor are solely liable for any penalties issued by Customs authorities. Any shipment bearing a false declaration value/content or includes undeclared controlled or prohibited items will bear the consequences of completely/partially return/confiscation of items. There will be no compensation and SW Logistics does not guarantee confiscated goods will be returned back to the Customer/Consignor. Shipping fee and any charges associated with sending such shipment are not refundable.
SW Logistics is not liable or responsible in any capacity or manner whatsoever for any damage, loss, delay in delivery, misdelivery or detention (howsoever, whensoever and wheresoever caused or arising and whether caused arising during or in course of deviation from route) to or of goods unless caused by wilful neglect or default while the goods are in the actual custody of SW Logistics's servants, and for no other neglect or default or other matter or thing whatsoever or howsoever arising. SW Logistics shall not be liable for any act of jettisoning, abandoning, unloading, destroying or otherwise dealing with the goods or any of them which act in the opinion of SW Logistics is necessary or advisable for the safety or security of any person or property.
SW Logistics is not liable or responsible in any capacity or manner whatsoever for any loss or damage to the goods whilst the goods are in transit, possession, control or custody of steamship companies, railways, airlines or other carriers or when any loss or damage to the goods is due to Act of God, war, mutiny, seizure, detention, forfeiture by governments, states, rulers, princes, ports, authorities or any other body or for any acts or commission by any agents/third parties employed to carry out part or whole of the services contracted, even if such agents or third parties were appointed or selected by SW Logistics. The Customer shall fully indemnify and keep indemnified SW Logistics against any claims arising therefrom.
Any delivery date or time specified by SW Logistics is a best estimate only and SW Logistics will not be liable for any loss or damage suffered by the Customer/Consignor.
SW Logistics's liability begins from the time of receipt of the goods in the contracted condition and terminates at the time of delivery to other carriers or the consignees or redelivery to the Customer.
SW Logistics shall be discharged from liability or obligation absolutely upon the delivery of the goods to the consignees or their agents or redelivery to the Customer.
ln the event of any dispute with regards to the value of each package or unit, it is hereby expressly declared and agreed that SW Logistics shall have the sole right to appoint an adjuster or valuer to decide the value of each package or unit. It is further expressly declared and agreed that the decision of the adjuster or valuer shall be binding on the Customer.
Notwithstanding and without prejudice to conditions stated in Section 8, it is a condition precedent of SW Logistics's liability hereunder that any claim must be notified in writing to SW Logistics at its business address 31 Jurong Port Road, #04-12, Jurong Logistics Hub, Singapore 454935 or wherever situated in such detail as SW Logistics may reasonably require and that such notification must in the case of claims relating to goods alleged to be damaged be made within three days after delivery, or in the case of claims relating to loss or non-delivery be made within thirty days after the due date of delivery, failing in which SW Logistics shall have no liability whatsoever.
Rates offered are for ordinary merchandise and customers are responsible for the payment of any increase in rates, freights, premiums or other charges which may be imposed at any time for out of gauge or specials or contribution to average. Customs duties and local taxes and other government charges are additional to the rates for SW Logistics’s services unless otherwise stated. All rates and charges are payable in Singapore currency unless otherwise stated.
Unless a special agreement is made as to the rate chargeable, SW Logistics shall have the option of charging by value or weight or measurement.
Customer must pay all bills rendered by SW Logistics promptly within 30 days from the date of bills notwithstanding any enquiries, complaints or disputes on the bills.
Customer must direct any enquiries on any bills to SW Logistics's Accountant within 15 days of the date of bills, failing which it shall be deemed that such bills are correct for all purposes.
Customer is required to pay an interest charge of 2% per month on all bills which remain unpaid after the currently allowed credit period of 30 days from the date of bills notwithstanding any enquiries, complaints or disputes on the bills. This interest payment does not prejudice SW Logistics's right to demand payment for bills exceeding 30 days.
ln the event SW Logistics has to commence legal proceedings for recovery of their payment for invoices, charges and disbursements, the Customer/Owner hereby agrees to pay legal costs and expenses on a full indemnity/solicitor and own client basis.
SW Logistics has the right at any time at its sole discretion to suspend or close the Customers‘ credit facilities and demand for immediate settlement for all outstanding amount due to SW Logistics.
All goods received by SW Logistics or its agent shall be held by them subject to a general lien and right of detention for money due to SW Logistics whether in respect of the storage, services, forwarding of those or other goods or for other charges or cost payable by the owner of the goods, and if the general lien is not satisfied within 7 days of a notice in writing sent by electronic mail, telefax or by post by SW Logistics to the last known electronic mail address, telefax number or postal address of the customer, the goods will be sold by auction or otherwise and the proceeds of sale applied to the satisfaction of the lien and expenses, and all sum due to SW Logistics without any liability whatsoever on the part of SW Logistics to the Customer.
No insurance of the goods for any risk shall be effected by SW Logistics without prior written instructions and additional payment for the premium and other charges.
This agreement shall be deemed to be made in Singapore and subject to the laws of Singapore and the jurisdiction of the Court of Singapore.
In the event of a conflict between any of the conditions with any statute or law of Singapore, only such conditions to the extent of the inconsistency, but no further, shall be null and void.
Nothing in this document or elsewhere shall be deemed to be a waiver or surrender by Shipping World Logistics Pte Ltd of their rights, immunities, exemption or limitation of liability or responsibility provided by statute or otherwise, presently or in future.
In addition to the above and supplementary thereto, the parties hereby further agree as follows:-
ln the case of goods received for warehousing, stuffing, carriage, in transit or for storage or transhipment, the following additional terms shall be deemed incorporated into the contract and the Customer expressly warrants as follows:-
that they are the owners of or the duly authorised agents of the owners of the goods and in tendering the goods for carriage, transit, transhipment or storage accept these conditions for themselves and all other parties on whose behalf they are acting or who may be concerned with the said goods;
that SW Logistics’s lien shall be paramount to any other claim whatsoever and that in the event the customer and or any party having any interest whatsoever in the goods is subject to a bankruptcy or winding-up action, SW Logistics will be considered a secured creditor in respect of its lien for its storage charges and all other charges, expenses and disbursements in respect of the goods and shall be paid in priority to any and all other claims;
the parties agree that the general lien of SW Logistics shall cover all debts present and future due on any account to SW Logistics by the Customer and/or any party or parties in whose name or on whose behalf the goods are stored or incurred in respect of the goods;
SW Logistics has at its absolute discretion a full power with or without previous notice to the Owner or any other party to sell the goods or any part thereof by private treaty, public auction or to dispose of the goods where the invoices of SW Logistics or any debt remains unpaid for a period longer than 3 months.
Out of the proceeds from such sales, auction or disposal SW Logistics may apply them first to recover all the charges thereby incurred and all of the said debts owed to it and apply the surplus (if any) to be paid over against a proper discharge to the Owner and or any other party lawfully claiming such surplus.
For the purpose of such sales. SW Logistics shall be at liberty to open any package, cases or wrappings and to break open any locks or other fastenings securing or protecting such goods.
All goods stored or held in transit pending delivery or carriage or transhipment are deemed held solely at the risk of the Customer and SW Logistics undertakes no liability for any destruction, damage, loss, theft, robbery, pilferage, contamination, spoilage or any other event howsoever caused and even if due to the negligence, act or omission or wilful default of SW Logistics, its servants or agents or employees.
The owner of the goods and or customer take entire responsibility for the goods stored, warehoused or held in transit and they undertake and agree to keep such goods fully insured against all risks while they are in the custody of SW Logistics. SW Logistics will however effect an insurance on behalf of the Owner or Customer if instructed to do so accordingly and the payment of the premium is duly paid or agreed to be paid by the Owner or Customer.
The Customer hereby agrees that he hereby specifically waives for himself and all his heirs, successors and subrogees any and all rights of claim against SW Logistics arising out of the contract for services to be performed by SW Logistics and recourse shall be only under the insurance policy.
The Customer agrees that he shall insure and keep insured the goods/services provided by Shipping World Logistics Pte Ltd for the total period of the contract and covenants that such insurance shall contain a non-subrogation clause/waiver of subrogation. ln the event the Customer/Shipper/Merchant fails to do so, he hereby specifically waives for himself and all his heirs, successors and subrogees any and all tights of claim against the carrier arising out of the carriage, delivery and/or contact.
It is hereby agreed that SW Logistics shall not be responsible for the condition or content of any package received for storage, carriage or transit nor for loss of weight or volume nor for any loss or damage to the said goods before or after storage, carriage, transit or delivery caused by Act of God, public enemies, hostilities, strikes, lockouts, riots, restraint of rulers or people, effect of climate, monsoons, tempest, torrential rains, floods, sea or water, temperature changes, heat, fire, lightning, earthquake, explosion, vermin, white ants, unprotected or insufficiently protected packages, castings or machinery, defective or insufficient packing or packages, obliteration of marks, hook holes, tearing of covers, bursting of bands or hoops, leakage, rust, decay, mildew, dryrot, evaporation, fumigation, accidents, latent defects, natural causes and other circumstances which SW Logistics could not with reasonable diligence avoid or control.
In any event, unless a contrary law or statute has application and to that extent only, the liability of SW Logistics shall not exceed S$1.00 per gross kilogram or S$100.00 per package or customary freight unit or the invoice value of the goods, whichever is the lesser.
The Customer hereby agrees that the Stuffing/Loading Report raised by Shipping World Logistics Pte Ltd and its authorised Stuffing/Unstuffing Agents shall be conclusive in all disputes related to cargo storage, stuffing, carriage or discrepancies for all purposes.
Any assistance given by use of SW Logistics’s workers and/or forklifts or other lifting or handling machinery will be entirely at the risk of the Owner or Customer who will be responsible to supervise the same and SW Logistics takes no responsibility whatsoever for any loss, damage, accident whatsoever arising out of such assistance.
SW Logistics shall be at liberty and entitled to sub-contract on any terms the whole or any part of the work or services to be performed and the Owner/Customer agrees to be bound thereby on those terms.
The Customer/Owner undertakes that no claim or allegation shall be made against any person or warehouse operator or transport provider or carrier whatsoever, other than SW Logistics including but not limited to SW Logistics's servants or agents, any independent contractor and his servants or agents, and all others by whom the whole or any pan of the work or services, whether directly or indirectly is procured, performed or undertaken which imposes or attempts to impose upon any such person or warehouse operator or transport provider or carrier any liability whatsoever in connection the goods, and if any claim or allegation should nevertheless be made, to defend indemnify and hold harmless SW Logistics against all consequences thereof. Without prejudice to the foregoing every such other person, warehouse operator or transport provider or carrier shall have the benefit of all provisions herein benefiting SW Logistics as if such provisions were expressly for his benefit and in entering into this contract, SW Logistics, to the extent of these provisions, does so not only on his own behalf but also as agent or trustee for such persons, warehouse operators, or transport providers or carriers and they shall be to this extent be or be deemed to be parties to this contract.
The Customer or Owner shall defend indemnify and hold harmless SW Logistics against any claim, liability, costs or expenses arising from the services performed insofar as such claim or liability exceeds SW Logistics's liability under this contract/General Trading Conditions and which shall apply irrespective of whether the claim lies in contract or in tort.
The Customer or Owner shall in any event indemnify SW Logistics against any and all claims by relevant authorities and third parties arising out of and in connection with the carriage and/or services performed directly or indirectly.
SW Logistics shall not be liable for any claims for any consequential losses, delay or damage in any circumstances whatsoever.
SW Logistics shall be absolutely discharged of all liability whatsoever and in any event unless suit is brought within 9 months of the event giving rise to the claim.
The Owner and/or Customer in contracting for and accepting the work or services performed herein by SW Logistics, hereby unreservedly agree to the sole jurisdiction of the Singapore Courts and the applicability of Singapore law to any dispute arising herefrom.
In addition to this Main Service Agreement and supplementary thereto, the Standard Trading Conditions of the Singapore Logistics Association shall apply. Where Shipping World Logistics Pte Ltd’s Bill of Lading is issued, the terms of such Bill of Lading shall also apply. ln the event of any ambiguity or contradiction between these Main Service Agreement and any other terms, this Main Service Agreement will prevail.
Agreement: Given the dynamic nature of our business and industry, we may modify this Agreement at any time, at our sole discretion. If we do so, we’ll let you know either by posting the modified Agreement on the Site, posting a notice on the Site and/or the SW Logistics App, or through other communications. Please review changes to the Main Service Agreement at the beginning of each calendar quarter and let us know by the end of that calendar quarter if any changes are not acceptable and you wish to terminate your relationship with us. Otherwise changes will become binding at the end of the calendar quarter following the change. If you don’t agree to be bound by the modified Agreement, then you will continue to be bound by any existing obligations under the agreement that was in place when you entered into an agreement for those services, however you will not be able to otherwise use SW Logistics .
SW Logistics Services: As part of our efforts to continually improve the SW Logistics Services, we may change or discontinue any part of the SW Logistics Services at any time at our sole discretion. For example, we may remove a feature that users don’t use very often or add new features.
Customer requested changes to the SW Logistics Services: When customers request changes to the SW Logistics Services (e.g. new features in the personalised client module functionality), SW Logistics may at its discretion offer to make these changes for free, for payment, or not at all. (This will typically depend whether SW Logistics believes the changes are beneficial to other customers.) All new developments in the SW Logistics Services, will be owned by SW Logistics , and may be offered to other SW Logistics customers, even if one customer is paying money towards the development cost, unless otherwise agreed in writing between SW Logistics and that customer.
Account Usage: You must create an account (“Account”) to use certain features of the SW Logistics Platform and SW Logistics Services. You can register for an Account via the Site or the SW Logistics App. It is important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. You agree that you won’t disclose your Account password to anyone and you will notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.
SW Logistics IP: Subject to your rights described in Section 16.3, we exclusively own all rights, title and interest in, and to any software, tools, utilities, processes, inventions, devices, methodologies, specifications, documentation, techniques and materials of any kind used or developed by us in connection with provision of the SW Logistics Services to you (collectively “SW Logistics Materials”) as well as any text, data, images, information or other materials that are posted, generated, provided or otherwise made available by us through the SW Logistics Platform (collectively “SW Logistics Content”). Our rights expressly include all worldwide patent rights, copyright rights, trade secret rights, know-how and any other intellectual property rights (“Intellectual Property Rights”) in the SW Logistics Materials and the SW Logistics Content. You have no rights in any SW Logistics Materials or SW Logistics Content except as granted to you in this Agreement. You also cannot record or otherwise access or make use of our data with automated programs, software, or any other method of screen scraping.
Customer IP: Subject to this Section 16, you exclusively own all rights, title and interest in and to any text, data, images, information or other materials posted, generated, provided or otherwise made available by you through the SW Logistics Platform, whether on a Custom Site or otherwise (collectively, “Customer Content”), including all Intellectual Property Rights in that Customer Content. You are solely responsible for the accuracy, quality, integrity, legality and reliability of all the Customer Content that you (or any Authorized User) submit to the SW Logistics Platform. By making Customer Content available through the SW Logistics Platform, you grant to SW Logistics a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to access, process, analyze, store, use, copy, and modify your Customer Content in connection with operating the SW Logistics Platform and providing the SW Logistics Services.
Anonymous Data and Reference Data: You grant us the right to use Customer Content to generate anonymous, statistical data based on such Customer Content (for example, an average price calculated across multiple Customers without naming those Customers), which will not identify you (“Anonymous Data”), and to use such Anonymous Data in any manner in which we see fit, including selling such Anonymous Data. This Anonymous Data is not Confidential Information for purposes of this Agreement and is owned by SW Logistics. Similarly, in order to improve the SW Logistics Services for you and others, SW Logistics may make use of reference data, which is by its nature is not confidential or proprietary, including, but not limited to, formats of industry tariffs or tenders (i.e. column structures with no pricing data), carrier public surcharge data, carrier public “rack rate” prices, fee codes, commodity codes, public service schedules, and names/web sites of corporations (“Reference Data”) and this Reference Data is not Customer Content for purposes of this Agreement.
Software License: Most SW Logistics features are provided to you as software-as-service accessible via the Site, but in certain situations we provide software to install on your devices. This includes E-commerce Tools, and other software from time to time, each, and together, as applicable, “Installed Software”). We grant you a worldwide, non-exclusive, non-transferable and non-sublicensable license to download and install a copy of any Installed Software on a mobile device or computer that you own or control, and to run such copy of Installed Software solely in conjunction with your use of the SW Logistics Services. You agree not to (i) copy the Installed Software, except for making a reasonable number of copies for backup or archival purposes; (ii) distribute, transfer, sublicense, lease, lend or rent the Installed Software to any third party; (iii) reverse engineer, decompile or disassemble the Installed Software; or (iv) make the functionality of the Installed Software available to multiple users (where the Installed Software is designed for a single user) through any means; and (v) use the Installed Software in any way other than the way it is intended to be used. You agree not to modify or create derivative works based on the Installed Software however, you are allowed to modify the E-commerce Tools for the purposes of integrating the E-commerce Tools with your e-commerce platform. If you stop using the SW Logistics Services you agree to uninstall all copies of the Installed Software on your devices immediately.
Trademark License: We grant you a non-exclusive, non-transferable, non-assignable, royalty-free, worldwide license, without the right to grant sublicenses, to use the “SW Logistics ” name and logo on your list of vendors or list of technologies you use. All goodwill associated with the use of such name and logo inures to the benefit of SW Logistics . You grant us a non-exclusive, transferable, assignable, royalty-free, worldwide license to list your name and logo on SW Logistics ’ list of customers (whether in a general customer list or a list of customers for a specific product, service or sector) and to publish your reviews. All goodwill associated with the use of your name and logo inures to your benefit.
Data License: From time to time we may make available certain industry data such as indicative pricing data, whether through our Site or SW Logistics APIs (“SW Logistics Data”) or otherwise and in such event we may sell a non-exclusive, non-transferable, non-assignable, royalty-free license to you to copy and publish (but not modify) such SW Logistics Data, subject to the terms and conditions of such license. Any SW Logistics Data displayed on https://SW Logistics.sg or associated sites may be used by you provided that you clearly acknowledge SW Logistics as the source of such data together with a prominent link to https://SW Logistics.sg with every copy of the SW Logistics Data that you make, and also agree to fulfil any other SW Logistics conditions communicated to you governing use of this SW Logistics Data.
Reservation of Rights: We reserve all rights in and to Intellectual Property Rights, Software, SW Logistics Materials and SW Logistics Content not expressly granted to you under this Agreement.
Data Maintenance and Backup Procedures: We will use commercially reasonable efforts to store, secure, and backup your Customer Content, including selecting reputable infrastructure or platform providers. We will follow our standard storage, backup and archival procedures for all Customer Content submitted into the SW Logistics Platform. In the event of any loss or corruption of Customer Content, we will use our commercially reasonable efforts to restore the lost or corrupted Customer Content from the latest backup of such Customer Content maintained by us. WE WILL NOT BE RESPONSIBLE FOR ANY LOSS, DESTRUCTION, ALTERATION, UNAUTHORIZED DISCLOSURE OR CORRUPTION OF CUSTOMER CONTENT CAUSED BY ANY THIRD PARTY. OUR EFFORTS TO RESTORE LOST OR CORRUPTED CUSTOMER CONTENT PURSUANT TO THIS SECTION 16.8 WILL CONSTITUTE OUR SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF CUSTOMER CONTENT IN CONNECTION WITH THE SW LOGISTICS SERVICES AND SW LOGISTICS PLATFORM.
Confidential Information: “Confidential Information” means: (i) SW Logistics Materials and SW Logistics Content; (ii) Customer Content; (iii) any business or technical information that a party discloses to the other party and designates as “confidential” or “proprietary” at the time of disclosure; and (iii) any information that, due to its nature or the circumstances of its disclosure, the receiving party knows or has reason to know should be treated as confidential or proprietary.
Exclusions. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without restrictions on use or disclosure; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) is rightfully received by the receiving party from a third party, who has the right to provide such information and who provides it without restrictions on use or disclosure.
Use and Disclosure Restrictions. Each party will not use any Confidential Information disclosed by the other party except as necessary for the performance or enforcement of this Agreement and will not disclose such Confidential Information to any third party except to those of its employees and subcontractors who have a bona fide need to know such Confidential Information for the performance or enforcement of this Agreement; provided that each such employee and subcontractor is bound by a written agreement that contains use and nondisclosure restrictions consistent with the terms set forth in this Section. Each party will employ all reasonable steps to protect all Confidential Information disclosed by the other party from unauthorized use or disclosure, including, but not limited to, all steps that it takes to protect its own information of like importance. The foregoing obligations will not restrict either party from disclosing such Confidential Information: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; (ii) to its legal or financial advisors; (iii) as required under applicable securities regulations; and (iv) subject to customary restrictions, to present or future providers of venture capital and/or potential private investors in or acquirers of such party.
Order Details. Inter-business documents which are used for business purposes such as Quotes, Orders, Invoices and Receipts and relevant communications will be shared between the applicable Customers as part of the functionality of the SW Logistics Services.
18.1 Acceptable Use. You agree not to do any of the following in connection with your use of the SW Logistics Services:
Post, upload, publish, submit or transmit any Customer Content that: (i) infringes, misappropriates or violates a third party’s Intellectual Property Rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
Use, display, mirror or frame the SW Logistics platform or any individual element within SW Logistics , SW Logistics ’ name, any SW Logistics trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, unless expressly allowed under the terms of this Agreement;
Access, tamper with, or use non-public areas of the SW Logistics Platform or SW Logistics computer systems;
Attempt to probe, scan or test the vulnerability of any SW Logistics system or network or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by SW Logistics or any of SW Logistics ’ providers or any other third party (including another user) to protect SW Logistics or SW Logistics Content;
Attempt to access or search SW Logistics , SW Logistics Content or Customer Content, or download SW Logistics Content or Customer Content from SW Logistics through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by SW Logistics or other generally available third-party web browsers;
Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other forms of solicitation;
Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing SW Logistics ;
Collect or store any personally identifiable information from SW Logistics or regarding other users of the SW Logistics Services without their express permission;
Impersonate or misrepresent your affiliation with any person or entity;
Violate any applicable law or regulation; or
Encourage or enable any other individual to do any of the foregoing.
Our Enforcement Rights. Although we’re not obligated to monitor access to or use of SW Logistics or to review or edit any Customer Content, we have the right to do so for the purpose of operating the SW Logistics Platform, to ensure compliance with this Agreement, to comply with applicable law or other legal requirements, or to improve the user experience. We reserve the right but are not obligated to remove or disable access to any Customer Content, or any Account, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Customer Content to be objectionable or in violation of this Agreement. We have the right to investigate violations of this Agreement or conduct that affects SW Logistics . We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law. We may also use third parties, including collection agents, to help us enforce this Agreement.
Compliance. We comply with all applicable laws and expect SW Logistics Customers to do the same. By entering into this agreement you undertake to comply with all applicable laws, rules, and regulations, including without limitation sanctions, anti-corruption, anti-money laundering, and tax laws in your performance of this Agreement.
