These Terms and Conditions (the “Agreement”) is a legally binding agreement between SEND CAPITAL (the “Broker”), and third parties registered as Customers who, via the website at trysend.ng (the “Site”), or via mobile phone or email, post or request shipments requiring Air, Ocean, over-the-road transportation, and custom clearance (collectively, with the Site and all services provided therein, the “Service”).
As used herein, the term “Customer” means any entity establishing an Account as a customer. In order to use the Service, whether requesting Services via the Site or otherwise, Customers must register for an account on the Site (“Account”) and provide certain information as prompted by the registration form. Customer represents and warrants that all required registration information it submits (whether via the Site or otherwise) is truthful and accurate and that Customer will maintain the accuracy of such information.
The Service, and this Agreement, apply only to the Broker’s arrangement of for-hire Motor Carrier Transportation regarding shipments moving to, from or within the United States, Mexico and Canada and do not apply to any other services that Broker may provide including, but not limited to, customs brokerage services.
By accessing or using the service, you, the Customer, are accepting this Agreement, on behalf of yourself, the company, entity, or organization that you represent, and the owner of the shipment being identified by you. You further represent and warrant that you have the right, authority, and capacity to enter into this agreement, on behalf of yourself, on behalf of the customer that you identify as when accessing the service, and on behalf of the owner of the shipment identified by you. Any terms and conditions on any transactional or shipment-specific document, including, but not limited to, any bill of lading, dock receipt or similar documentation exchanged between the parties other than this agreement shall not apply to any services performed under this agreement and shall not be binding on or applicable to the Broker.
You may not access or use the service or accept this agreement if you are not at least 18 years old, have full legal capacity and in the case of a legal representative, have full authority to represent the stated customer. If you do not agree with all the provisions of this agreement, do not access, or use the Service. Brokers may terminate your access to and ability to use the service at any time, in its sole discretion whether with or without cause.
This agreement applies except to the extent it conflicts with, or is expressly waived by, a written contract signed by an officer of the Broker. Upon the reasonable request of the Broker, the Customer shall provide all documentation and other information requested in connection with applicable “know your customer” and anti-money-laundering rules, regulations, and policies of the Broker.
The Service includes a platform whereby the Customer can request pricing for a specific shipment (each an “Order”). The Customer is responsible for providing, and shall provide, all information requested by the Service (“Order Information”) and warrants and represents that all such Order Information is accurate and complete. The Broker will provide a price quote (“Quote”) to the Customer via the Service based on the Order Information input into the Service.
By providing a quote, the Broker is not guaranteeing that it will be able to arrange for requested transportation but will use commercially reasonable efforts to do so. The service will give the Customer the option of accepting the quote. By accepting the quote, via the functionality provided by the service, the Customer is authorizing the Broker to arrange for transportation in accordance with the order information and agrees to pay the price stated in the quote.
The Customer understands and agrees that the Broker functions as an independent entity, and not as a carrier, in selling, negotiating, providing, and arranging for transportation for compensation, and that the actual transportation of shipments tendered to the Broker shall be performed by third-party shippers (“Shipping company”). The Broker and the Customer represent and warrant that their relationship is that of independent contractors and that the respective employees are under their respective exclusive management and control. Nothing in this Agreement shall be deemed to require the Broker to provide Services upon request of the Customer and the Broker reserves the right to accept or decline, in its sole discretion, any request for Services.
The Broker will charge, and the Customer will pay the rates and charges set forth in the Quote without offset. The Customer agrees to pay Broker without offset or withholding of any type and within fifteen (14) days of receiving the invoice, with interest accruing monthly at a rate of one percent (1%) per month on any unpaid balance. Customers shall also be liable for any expenses, taxes, import and export duties and fees and other governmental charges incurred in the rendering of the Services, including attorney fees, the Broker incurs in collecting its rates and charges.
Customers shall also be responsible for any additional accessorial charges imposed by the shipping company which were not anticipated by the Broker at the time the Broker arranged the shipping company’s services or which were not otherwise included in the rate quoted by the Broker. If any information provided by the customer is inaccurate or incomplete, the customer acknowledges and agrees that agreed upon rates may, in broker’s sole discretion, be revised to reflect the goods tendered or service rendered.
The Customers shall defend, indemnify, and hold harmless the Broker, its affiliated entities, and each of their officers, members, and directors from and against, and shall pay and reimburse each of them for, any and all claims, damages, liabilities, fines, judgments, penalties and amounts (including reasonable attorney fees) arising from or related to:
The foregoing notwithstanding, customer’s obligation to hold harmless, defend, indemnify, pay, and reimburse shall not apply to the extent any claim is caused by the negligence or intentional misconduct of the party otherwise seeking the protections of this paragraph (each of which, with the exception of broker, is an intended third-party beneficiary of this agreement).
The Broker shall comply with all insurance and bonding requirements imposed upon it by law, including its obligation to maintain a surety bond or trust fund agreement, provided however, that such bonding and/or insurance requirements shall not be interpreted to supersede and/or substitute any insurance and/or bonding requirements that the Customer and/or shipping company shall maintain as a matter of legal requirements or reasonable commercial caution, for which Broker shall under no circumstance shall be responsible and for which liability Customer hereby explicitly releases Broker.
The Customer acknowledges that shipping companies may limit their liability for cargo loss, damage, or delay. Upon request from the Customer, the Broker will use reasonable commercial efforts to determine and communicate the shipping company’s limitation on cargo loss and damage liability to the Customer. If the Customer wishes for the Broker to arrange for the shipping company to assume liability in excess of the otherwise applicable limitation, the Customer must make such request to the Broker by contacting your designated sales representative at the Broker to request an increased limit to liability at least seventy-two (72) hours prior to scheduled pick-up of the shipment.
Upon receipt of such request, the Broker will use reasonable efforts to source a shipping company able to perform the services at the requested liability levels and if the Broker is able to do so, will issue a revised Quote to the Customer setting forth additional charges applicable to the Customer’s request for additional recovery and the Customer agrees to pay such additional amounts. If the Broker does not issue a Quote setting forth additional charges related to the request for the shipping company to assume additional liability, then the Customer acknowledges and agrees that the shipping company’s default limitation of liability will apply.
It will be the Customer’s responsibility to insure product in-transit. The Broker may facilitate claims filing and processing with the shipping company if the Customer submits to the Broker, within sixty (60) days of the date of delivery, a written claim, fully supported by all relevant documentation, including but not limited to the signed delivery receipt, listing the nature and cause of the claim for cargo damage. The Broker may, in its sole discretion and without liability to the Customer, discontinue pursuit of claims with the shipping company if such claim is not resolved within sixty (60) days of receipt by the Broker or if the Customer, in the Broker’s sole discretion, fails to cooperate with the Broker in filing of claims with the shipping company. The Broker in no event shall be responsible for the outcome of a claim with the shipping company or for the failure of a Servicing Motor Carrier to perform any of its obligations derived from such claim.
The Customer acknowledges and agrees that failure or alleged failure by the shipping company to comply with shipment handling instructions, or a broken trailer seal, shall not, in and of itself, result in any presumption that cargo has been adulterated, contaminated, or otherwise rendered unfit for its intended purpose.
The Broker shall have no liability for cargo loss, damage, or shortage except to the extent such claims are caused by the Broker’s documented negligent acts or omissions, in which case, the Broker’s liability shall be limited to the charges assessed by the Broker and paid by the Customer with respect to the goods at issue.
The Customer is responsible for filing a claim with the Broker alleging the Broker’s liability for cargo loss and damage within sixty (60) days of the date of delivery of the cargo in question (or, if none, within sixty (60) days of the date cargo should have been delivered). Failure to do so will result in an absolute bar to any such claim and will relieve Broker of any and all liability with respect thereto. In no event will Broker have any liability arising from or related to the shipping company’s refusal to accept full value liability or the Servicing Motor Carrier otherwise limiting or disclaiming its liability for cargo loss and damage.
The Broker shall be under no obligation to arrange, and the shipping company shall be under no obligation to provide service in accordance with any set pick-up or delivery schedule; the Broker’s sole obligation is to ensure shipping companies provide services with reasonable dispatch.
Any lawsuit arising from such claims must be commenced within eighteen (18) months of denial of all or any part of such claim. The Customer acknowledges and agrees that the sole liability of the Broker with respect to loss, damage or delay to cargo shall be as set forth in this provision and Customer warrants and represents that if it is not the owner of such cargo, the Customer holds authority from such owner to bind the owner to the provisions of this Agreement.
The Broker has no responsibility or liability for any shipping services provided to the Customer by any shipping company. The Broker shall not be deemed to be an agent or a partner of any shipping company or customer for any reason.
The Customer consents to receiving communications from the Broker in an electronic form and agree that all terms and conditions, agreements, notices, disclosures, and other communications that the Broker provides to the Customer electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing and expressly agrees to be bound by all transactions with the Broker conducted through electronic means without the need of physical signatures. The foregoing does not affect the Customer’s non-waivable rights.
Neither party, nor any shipping company, shall be liable for any delay in the performance of their respective obligations under this Agreement resulting from any force majeure, including, but not limited to, acts of God, acts of government or other civil or military authorities, acts of terror, war, riots, or any other event of like kind beyond the reasonable control of the party. In the event of a force majeure, the affected party shall promptly notify the other party in writing, stating the reasons for the inability to comply with the provisions of this Agreement, and the expected duration of the force majeure.