MyDello

1. Definitions

In this Agreement the following expressions have the following meanings:

“Agreement”	means any agreement for the provision of the Services by MyDello concluded in accordance with Section 3.7;
“Carrier”	means any person who is carrying the Consignment in the course of providing the Services by MyDello;
“Client”	means any person who is using the Portal, who has placed an Order in the Portal or has concluded an Agreement with MyDello;
“Commodity”	means the contents of the Consignment;
“Consignee”	means the recipient of the Consignment as indicated by the Client;
“Consignment”	means the object which delivery MyDello undertakes to organise as part of the Services to be provided under the Agreement;
“Dangerous Goods”	mean articles or substances which are capable of posing a hazard to health, safety, property or the environment, or any other goods that qualify as dangerous according to laws, regulations, international treaties and conventions applicable in the country of the Pick-up Point or Delivery Point, including goods that are or can become explosive, inflammable, radioactive, corrosive, damaging, poisonous, or dangerous in nature;
“Delivery Point”	means the location as indicated in the Order, where MyDello has been requested to organise carriage of the Consignment to;
“MyDello”	is MyDello OÜ, a company incorporated in Estonia, with the registry code 14582031, address Punane tn 73, Tallinn 13619, Estonia, e-mail address info@mydello.com, phone number +372 53307900;
“Offer”	means a shipment solution indicated in the Portal or communicated to the Client by MyDello, that corresponds to the search parameters of the Client;
“Order”	means an order placed by the Client in the Portal for the provision of Services;
“Order Confirmation”	means the confirmation of an Order sent by MyDello to the Client;
“Pick-up Point”	means the location as indicated in the Order, where the Shipper shall hand over the Consignment to the Carrier organised by MyDello;
“Portal”	means the computer system (available at the website of MyDello) set out for placing Orders by the Client for the provision of Services by MyDello;
“SDR”	means Special Drawing Rights valuation, as disclosed daily by the International Monetary Fund;
“Service Fee”	means the fee payable by the Client for the Provision of Services;
“Services”	mean the freight forwarding and related services provided to the Client (as the consignor) by MyDello (as the forwarding agent);
“Shipper”	means the person handing over the Consignment to the Carrier at the Pick-up Point;
“Terms and Conditions”	mean the terms and conditions set out in this document.

2. Legal Framework

2.1 The Portal enables the Client to order Services from MyDello for forwarding a Consignment from the Pick-up Point to the Delivery Point. Upon provision of the Services MyDello acts as the freight forwarding agent for the Client. As the freight forwarding agent MyDello undertakes to organise the carriage of the Consignment from the Pick-up Point to the Delivery Point, MyDello is not a Carrier and is not providing transportation services as part of its Services. As the freight forwarding agent MyDello uses third party Carriers who provide transportation services with respect of the Consignment.

2.2 The Agreement for the provision of Services is concluded in accordance with Section 3.7 between the Client as the consignor and MyDello as the forwarding agent. Under the Agreement MyDello undertakes to organise the carriage of the Consignment on behalf of the Client according to the Offer chosen by the Client from the Shipper to the Consignee and the Client undertakes to pay the Service Fee for the Services. The Client may factually be either the Shipper, the Consignee or neither of them.

2.3 All specific agreements with the Carriers participating in the fulfilment of each Offer shall be concluded between MyDello and such Carrier.

3. Placement Of Orders

3.1 Upon ordering the Services, the Client is requested to enter certain search parameters (the Pick-up Point, Delivery Point, Consignment weight and Consignment volume) to the Portal and choose a suitable Offer from different options presented in the Portal. The Client may also specify the measurements of the Consignment. Additionally, the Client has to disclose whether the Consignment contains Dangerous Goods or constitutes a personal shipment. If the Consignment requires protection from the effects of heat, cold, humidity, shaking or from other effects, the Client undertakes to notify MyDello thereof (either in the Portal or by e-mail) upon placing the Order.

3.2 In order to choose a suitable Offer, the Client is requested to sign up or log into his/her user account in the Portal. The Client shall ensure that any information submitted upon signing up or logging in (including the Client’s contact details) is true, accurate and complete. The Client shall keep his/her user account details strictly confidential and shall inform MyDello immediately upon becoming aware of any breach of security or unauthorized use of the account.

3.3 The Client may select a suitable Offer from the options listed in the Portal as corresponding to the search parameters of the Client.

3.4 After selecting a suitable Offer, the Client is asked to provide the contact details of the Shipper and the Consignee, disclose the Commodity of the Consignment and specify the date when the Consignment shall be ready for collection. If no pick-up date for the Consignment is specified, it shall be presumed that the Consignment is ready for collection immediately.

3.5 All Offers shall be valid for a certain period of time that is indicated on the Offer. If the Client marks the date when the Consignment shall be ready for pick-up to arrive later than the period of validity of the Offer, then prior to the arrival of the pick-up date of the Consignment, MyDello has the right to make changes to the Offer and ask the Client to confirm acceptance with the updated Offer.

3.6 After providing the information requested in Section 3.4, the Client may place the Order by clicking the relevant button in the Portal.

3.7 On the basis of the information provided by the Client in the Order, MyDello shall send an Order Confirmation to the Client confirming the Order details. The Agreement for the provision of Services shall be deemed concluded between the Client and MyDello on the terms set out in the Order Confirmation and these Terms and Conditions upon sending the Order Confirmation to the Client, unless stated otherwise in Sections 3.8 and 3.9.

3.8 If the Consignment contains bulk goods, Dangerous Goods, is constituted as a personal shipment or exceeds certain weight, volume or other parameters as may be indicated in the Portal for specific means of transportation, MyDello shall present a customised Offer to the Client. In such case, the Agreement for the provision of Services shall be deemed concluded between the Client and MyDello on the terms set out in the Offer and these Terms and Conditions, from the moment the Client expressly confirms acceptance with the Offer within the time period indicated in the Portal.

3.9 If due to an error in the Portal the transport solution and/or the price of the Offer and/or any other relevant criteria indicated in the Portal are incorrect in the reasonable opinion of MyDello, then MyDello has the right to correct the erroneous information and provide the Client with a revised Offer. In such case the Agreement between the Client and MyDello shall be deemed concluded from the moment the Client expressly confirms acceptance with the revised Offer within the time period indicated in the Portal.

3.10 The Portal may be operated and Orders may be submitted in English language, or other languages provided in the Portal.

4. Delivery Of Consignment

4.1 The service of carrying the Consignment is provided by independent Carriers, who are selected by MyDello pursuant to the instructions given by the Client. Although MyDello is practicing due care in the selection of the Carriers, MyDello shall not be liable for the actions or omissions of such Carriers, except in cases prescribed by law. Notwithstanding the above, MyDello shall be liable for the loss of or damage to the Consignment in accordance with Section 8.1 below.

4.2 The Client shall ensure that the Consignment is ready to be handed over by the Shipper to the Carrier organised by MyDello at the Pick-up Point at the time specified either in the Order Confirmation, Offer or in the course of providing the Services.

4.3 The Client undertakes to procure that at the time the Shipper hands over the Consignment to the Carrier, the Consignment is packaged securely, sufficiently, in accordance with any requirements applicable in the Pick-up Point and the Delivery Point or presented by the Carrier and in a manner as to protect and preserve the Commodity of the Consignment from the ordinary effects endured during transportation. The Client shall ensure that the packaging (or the lack of it) does not cause any harm to the Carrier, its means of transport, other consignments nor the environment. The Client also undertakes to procure that the Consignment is correctly and sufficiently labelled. MyDello is not obliged to review or verify neither the suitability nor the sufficiency of the packaging of the Consignment. MyDello shall not be liable for any damage to the Commodity or the Consignment arising from the insufficient or incorrect packaging or labelling of the Consignment. Any additional costs or expenses arising to MyDello or the Carrier due to the Client failing to comply with the requirements of this Section 4.3 shall be compensated by the Client.

4.4 The Client warrants the correctness of all information provided in the Portal regarding the Commodity and Consignment, but MyDello has the liberty to have the Consignment inspected and the weight or measurements verified. If on such inspection it is found that the information provided regarding the Consignment is not correct, the Client may be charged for additional costs as described in Section 5.

4.5 If the Client fails to inform MyDello that the Consignment contains Dangerous Goods and MyDello is unaware of the dangerous nature of the Commodity and the necessary precautions to be taken and if, at any time, the Consignment containing such Dangerous Goods is deemed to be a hazard to life or property, it may be unloaded, destroyed or rendered harmless at any place, as circumstances may require, without compensation. The Client shall indemnify MyDello against all loss, damage, liability, costs and expenses arising in relation to the handling of such Dangerous Goods. The burden of proving that MyDello knew the exact nature of the Dangerous Goods shall rest on the Client.

4.6 If any Commodity shall become Dangerous Goods during the provision of Services, such Consignment may be unloaded or landed at any place or destroyed or rendered harmless, as described in Section 4.5. If such danger was not caused by the fault and neglect of MyDello, then MyDello shall have no liability and the Client shall indemnify MyDello against all loss, damage, liability and expense arising therefrom.

4.7 The Portal indicates an estimated time of delivery for the Consignment. MyDello shall employ reasonable efforts to arrange the delivery of the Consignment at such time. However, MyDello does not provide any guarantees for the time of delivery or assume any liability for the delivery of the Consignment by such estimated time.

4.8 The Client shall ensure that the possession of the Consignment is received at the Delivery Point by the Consignee or another recipient authorised by the Consignee at the time communicated to the Client by MyDello. Neither MyDello nor the Carrier shall be under the obligation to verify whether the person receiving the Consignment at the Delivery Point on behalf of the Consignee has been properly authorised. If the Consignee is not available or refuses to receive the possession of the Consignment at the Delivery Point within 3 calendar days, MyDello has the right to organise the returning transport of the Consignment to the Shipper at the Pick-up Point at the expense of the Client. The Client undertakes to cover all fees (including the applicable Service Fee), costs and expenses arising from or in connection with the returning of the Consignment to the Shipper at the Pick-up Point.

5. Payments And Invoicing

5.1 The Client undertakes to pay the Service Fee to MyDello in the amount indicated in the Order Confirmation or the Offer. In addition, the Client may be obligated to cover other costs that may apply as a result of erroneous or incomplete information regarding the Consignment not previously communicated to MyDello, delays caused by customs formalities or other circumstances. All dues, taxes and charges or other expenses in connection with the Consignment shall be paid by the Client.

5.2 The Service Fee indicated in the Order Confirmation or the Offer may be amended unilaterally by MyDello and/or additional fees may be charged from the Client in accordance with the prices listed in the Portal and without updating the Agreement in the following cases:

5.2.1 if upon handing over of the Consignment to the Carrier or during delivery it is discovered that the measurements provided by the Client upon placing the Order (including the weight and volume of the Consignment) deviate from the actual measurements by an insignificant amount;

5.2.2 if any additional fees are applicable due to the Commodity of the Consignment not being in accordance with the information provided by the Client in the Order;

5.2.3 if the Consignment would need to be (re-)packaged or (re-)labelled due to the Client failing to perform the obligations arising to him/her from Section 4.3 above;

5.2.4 if the Consignment is not handed over to the Carrier at the Pick-up Point at the agreed-upon time;

5.2.5 if the Consignee refuses to or does not duly receive the possession of the Consignment at the Delivery Point.

5.3 If at any point after handing over of the Consignment to the Carrier it is discovered that the actual measurements of the weight or volume of the Consignment deviate significantly from the measurements provided in the Order or if the measurements set out in Section 3.8 are exceeded, the Client shall be asked to confirm an updated Offer (i.e. amend the Agreement, following the procedure in Section 3.8). If the Client does not confirm the updated Offer within the time period indicated in the Portal and if the Parties cannot agree on any alternative delivery options, MyDello shall have the right to organize the delivery of the Consignment, at its reasonable discretion and upon notifying the Client thereof, either to the Pick-Up Point, Delivery Point or any other location indicated by the Client. All costs incurred by MyDello prior to the discovery of the deviated measurements as described in this Section 5.3 and any costs and expenses related to the delivery of the Consignment thereafter shall be borne and compensated to MyDello by the Client.

5.4 The Service Fee and any other applicable fees and charges shall be paid on the basis of an invoice sent to the Client after concluding the Agreement. Where applicable, VAT shall be added to the invoice according to law.

5.5 If the Service Fee or any other fees or charges indicated in the Order Confirmation or the Offer are based on costs or other components in other currencies than the invoicing currency, then the final amount of the Service Fee or any other fees or charges may be subject to changes due to conversion of the applicable sum to the invoicing currency on the date when Consignment is handed over to the Carrier or when the Client receives the invoice, whichever occurs earlier. The currency exchange reference rates of the European Central Bank are used. If the invoicing currency is not featured in the European Central Bank database, MyDello has the right to apply the currency exchange rates from another public database in its sole discretion.

5.6 The Service Fee is deemed to be paid, when the Service Fee has been credited to the bank account of MyDello as indicated on the invoice.

5.7 If the Client fails to pay the Service Fee by the payment term indicated on the invoice, a late payment interest of 0.05% of the delayed amount per calendar day shall apply.

6. Right Of Retention And Lien

6.1 MyDello has a right of retention and a lien on the Consignments and Commodities that are under the control of MyDello (including in the possession of any of the Carriers used by MyDello) for the payment of all fees, expenses and charges due from the Client under the Agreement.

6.2 In case the Consignment is lost or destroyed, MyDello shall have the right of retention regarding any compensation payable by insurance companies, Carriers or others.

6.3 If the Client is in delay with the payment of any amount under the Agreement for more than 14 calendar days, MyDello shall have the right to exercise the lien on the Consignment and arrange in its sole discretion the sale of as much of the Commodities as is required to cover the total amount due by the Client (including the expenses of exercising the right of lien). MyDello shall, if possible, inform the Client in advance when intending to exercise the right of lien.

7. Insurance

7.1 MyDello insures the Consignment to the extent and within the limitations of liability referred in the liability insurance policy of MyDello. It is the obligation of the Client to assess the risks related to the loss of or damage to the Consignment or delayed delivery and procure the relevant insurance or arrange its procurement either by the Consignee, the Shipper or any other person. For every Consignment that is of considerable value in the assessment of the Client, MyDello recommends the Clients to purchase such additional cargo insurance.

8. Liability

8.1 As a forwarding agent, MyDello is responsible to organise the carriage of the Consignment in accordance with the Client’s instructions from the Pick-up Point to the Delivery Point and is therefore liable for the diligent provision of the respective Services. As a forwarding agent MyDello has undertaken to be liable towards the Client and the Consignee for the loss of or damage to the Consignment to the extent provided in Sections 8.2-8.6 below it being however acknowledged that as MyDello does not provide transportation services and engages independent Carriers for that, MyDello is not directly liable for the actions or omissions of such independent Carriers (Section 4.1) and MyDello’s liability for the actions of such carriers is strictly limited to the liability under Sections 8.2-8.6 below.

8.2 MyDello shall be liable towards the Client and the Consignee for the loss of or damage to the Consignment in accordance with the following principles:

8.2.1 MyDello shall be liable for the loss of or damage to the Consignment during the period between the pickup and delivery in accordance with the same principles that govern the liability of the Carrier performing the carriage of the Consignment at the time when the loss or damage occurred;

8.2.2 in case of loss of or damage to the Consignment MyDello shall be liable for the value of the lost or damaged part of the Consignment at the place and time they were delivered or should have been delivered to the Consignee. The value of the Consignment shall be deemed to be the lower of either (i) the value of the Consignment as marked on the commercial invoice or (ii) the current market price of the Commodity or, if no market price can be determined, the normal value of the Commodity of the same name and quality. Liability for any indirect damages resulting from loss of or damage to the Consignment is excluded (Section 8.4);

8.2.3 MyDello’s liability shall be subject to the same limitations of liability and exclusions that are applicable for the Carrier performing the carriage of the Consignment at the time when the loss or damage occurred. Such limits of liability and exclusions are generally dependent on the means of transportation used for the carriage of the Consignment and international conventions and other legal provisions applicable to the relevant contract of carriage incl. (i) in case of rail transport the International Convention concerning the Carriage of Goods by Rail (CIM) and the Agreement on International Goods Transport by Rail (SMGS), (ii) in case of road transport the Convention on the Contract for the International Carriage of Goods by Road (CMR), (iii) in case of maritime transport the Hague-Visby rules and (iv) in case of air transport the Warsaw Convention and the Montreal Convention for or the Unification of Certain Rules for International Carriage by Air. The Client is always advised to insure the full value of the Consignment to procure compensation of losses in excess of such limits of liability;

8.2.4 in case of multimodal transport where the Carrier that performed the carriage at the time when the loss of or damage to the Consignment occurred is not known, the liability of MyDello shall be limited as follows:

(a) if the multimodal transport does not, according to the Agreement, include carriage of goods by sea or by inland waterways, MyDello’s liability will be limited to an amount not exceeding either (i) 8.33 SDR per kilogram of the gross weight of the Consignment lost or damaged or (ii) if the value of the Consignment was known to MyDello before the pickup, then the value of the Consignment as indicated on the commercial invoice, whichever is the lowest, and

(b) if the multimodal transport does, according to the Agreement, include carriage of goods by sea or by inland waterways MyDello’s liability will be limited to an amount not exceeding either (i) 666.67 SDR per Consignment or unit of Commodity or 2 SDR per kilogram of gross weight of the Consignment lost or damaged, or (ii) if the value of the Consignment was known to MyDello before the pickup, then the value of the Consignment as indicated on the commercial invoice, whichever is the lowest;

8.2.5 in case of multimodal transport, where the loss of or damage to the Consignment occurred during one particular stage of the multimodal transport, in respect of which an applicable international convention or mandatory national law would have provided another limitation of liability if a separate contract of carriage had been made for that particular stage of transport, then the limit of MyDello’s liability for such loss or damage shall be determined by reference to the provisions of such convention or mandatory national law;

8.2.6 if the Carriage of Goods by Sea Act (COGSA) is applicable to the delivery of Consignments to or from the United States of America, then unless the nature and value of the Consignment has been declared by the Client in the Order, and the ad valorem Service Fee has been paid, the liability of MyDello under the COGSA, where applicable, shall not exceed US$ 500 per Consignment or, in the case of Commodities not shipped in Consignments, per customary freight unit;

8.2.7 the aggregate liability of MyDello shall not exceed the limits of liability for total loss of the Consignment.

8.3 The Client is liable for any additional costs or damages arising out of false, erroneous or incomplete data presented to MyDello in the course of placing the Order (including information submitted regarding the Commodity of the Consignment).

8.4 Neither MyDello nor the Client shall be liable for any loss of revenue, loss of business, anticipated savings or profits or any indirect damages or similar damages. MyDello shall not be liable for losses resulting from delay in delivery.

8.5 Use of the Portal is provided to the Clients strictly on an “as is” basis. MyDello will make its best efforts to avoid, but cannot guarantee the lack of any interruptions, connection errors, unavailability of, or faults in the Portal. Furthermore, MyDello upon its sole discretion may introduce new and/or discontinue existing functions of the Portal.

8.6 No limitations of MyDello’s liability set forth in these Terms and Conditions apply in case the damage is caused intentionally or through gross negligence.

9. Cancelation And Suspension Of Use

9.1 The Client may not unilaterally terminate or amend the Agreement. A Client, who is a consumer, is not entitled to withdraw from the Agreement on the basis of the 14-day right of withdrawal.

9.2 MyDello is entitled to suspend any Client from using the Portal with immediate effect and/or refuse to process any Orders and/or terminate any Agreements, if the Client causes any abuse or harm to the Portal, if MyDello has reasonable belief of fraudulent acts by the Client when using the Portal, or if the Client otherwise fails to comply with his/her obligations under the Agreement or the Terms and Conditions.

10. Licensing, Intellectual Property Rights And Data Processing

10.1 By registering in the Portal, MyDello grants the Client a revocable, non-exclusive, non-transferable, non-sublicensable license to use the Portal for the purpose of ordering and paying for the Services.

10.2 All intellectual property rights regarding the software, documentation or information used or developed by or on behalf of MyDello during the provision of the information society services under these Terms and Conditions (incl. the Portal and any material uploaded therein) belong to MyDello. The Client shall not copy, modify, adapt, reverse-engineer, decompile or otherwise discover the source code of the Portal or any other software used by MyDello or extract or use any data in the Portal for commercial purposes or any other purpose than the intended purpose of the Portal.

10.3 The principles for processing the Clients’ personal data is set out in the Privacy Policy available in the Portal.

11. Final Provisions

11.1 MyDello reserves the right to make changes to these Terms and Conditions at any time, by uploading the revised Terms and Conditions to the Portal and notifying the Clients thereof through the email address provided by the Client during sign-up.

11.2 The use of the Portal, the Agreement and all legal relations formed thereunder will be governed by the laws of the Republic of Estonia. A Client who is a consumer also enjoys the protection of the mandatory provisions of the law that would be applicable in the absence of this term.

11.3 If a dispute resulting from the Agreement or the Terms and Conditions cannot be settled by negotiations, then the dispute will be finally solved in Harju County Court in Tallinn, Estonia. If the Client is a consumer, jurisdiction is determined in accordance with the mandatory provisions applicable to consumers and such Client may also use the Online Dispute Resolution tool available at http://ec.europa.eu/odr.

11.4 Where versions of these Terms and Conditions exist in any other language, the English language version shall prevail.

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