Terms & Conditions

1.   

2.   

3.   

4.   

Modifications to these Terms and Conditions: The Cogoport Group may, at any time, modify any of the terms of this Terms and Conditions and/or the terms of the policies of the Cogoport Group. The User’s continued use of the Website following a modification of this Terms and Conditions or a policy constitutes the User’s acceptance of all modifications posted on this Website. If the User does not agree to a modification, the User may terminate this Terms and Conditions by notifying the Cogoport Group in writing and/or discontinuing the User’s use of the Website.

5.1. 

5.2. 

The User is not eligible to use the Website if the User is an entity which is a competitor of the Cogoport Group, or if the User operates a similar business or platform to the Website. The Website is available only to genuine Users who are accessing it for their personal or business purposes and not for any phishing purposes. The Cogoport Group reserves the right to terminate or restrict any User’s access to the Website if the ineligibility of the User is brought to the notice of the Cogoport Group or if it is discovered that such Person or entity is not eligible to use the Website pursuant to these Terms and Conditions or Applicable Laws.

5.3. 

In case the Cogoport Group alters or amends the eligibility criteria to be registered for receiving the Services and the User no longer complies with the new eligibility criteria, as determined by the Cogoport Group in its sole discretion, the User accepts that the Cogoport Group may restrict or suspend the access to the Services without any liability for the Cogoport Group. The User is solely responsible for ensuring that the User is in compliance with these Terms and Conditions.

5.4. 

The User shall ensure that there are proper encryption and security measures at its respective desktop, mobile device or other device used to access the Services to prevent any hacking and the User accepts all liabilities with respect to any compromise or unauthorized use or disclosure or access to such information.

5.5. 

The User agrees and accepts that the User can access or avail the Services only for oneself and not on behalf of any third party, unless specifically approved by the Cogoport Group. In case the User intends to trade on behalf of another entity or third party, the User shall intimate the Company separately and obtain a prior email approval, after which the User may use the Services for the use of only the specified third party. If the User uses any Services on behalf of any third party, both the User and such other third party will be jointly and severally liable under these Terms and Conditions for any violation of these Terms and Conditions or any other act or omission by the third party or by the User.

5.6. 

The User agrees and accepts that the Cogoport Group may enter into agreement with third party Service Providers for provision of the Services and Add-on Services and such third party Service Providers are third party contractors and are not employees or authorized personnel of the Cogoport Group. The Cogoport Group is not liable for any actions and omissions of or accuracy of data provide by such persons and the User agrees to accept the Services and Add-on provided by such persons at the risk of the User. The User shall not make any claims or demands against the Company in case of any losses, costs, damages or other charges suffered or incurred by the Users in connection with any acts or omissions of such persons and/or injury suffered by the User. Further, the User shall not attempt to circumvent the Cogoport Group's relationship with the personnel in any manner whatsoever or encourage others to do so.

5.7. 

The Cogoport Group offers various Services and Add-on Services to Users in the manner specified on the Website which can include trading, broking, software and other services. All such Services and Add-on Services shall be continued to be governed by these Terms and Conditions. Where the service providers are entities which are not the providers of the Website, such services are provided by such service providers on a principal to principal basis and the Cogoport Group does not certify the fitness, merchantability, quality, quantity or fitness for specific purposes for these Services or Add-on Services. The Cogoport Group expressly disclaims all liabilities in relation to such Services and Add-on Services.

6.   

Trading: The Cogoport Group provides Services by offering a platform on which Customers and Service Providers can conclude contracts of carriage with each other (the “Contract”) as follows:

6.1. 

the Service Provider agrees that each quote displayed on the Website (by the Cogoport Group, based on the rates agreed with the Service Provider) shall constitute a binding offer by that Service Provider (acting through the Cogoport Group entity) to the Customer for the relevant Services;

6.2. 

where the Customer accepts any quote displayed on the Website, the Customer agrees that this constitutes acceptance of the Service Provider's binding offer (acting through the Cogoport Group entity);

6.3. 

where the Customer provides a counter-offer to the quote displayed on the Website, the Service Provider and Customer agree that this constitutes a binding counter-offer by that Customer to the Service Provider for the relevant Services, and where the Service Provider (acting though the Cogoport Group) accepts such counter-offer, both the Customer and Service Provider agree that this constitutes acceptance of the Customer's binding counter-offer, and, in each case, the Service Provider's standard terms and conditions applicable to that mode of transport shall apply to the Contract.

6.4. 

The Service Provider and the Customer hereby acknowledge and agree that the Cogoport Group entity is not a party to the Contract and the Service Provider will be solely responsible for performing all obligations under the Contract. For the avoidance of doubt, the Cogoport Group entities do not act as principal or as a (direct, indirect or contractual) carrier, shipping company, freight forwarder, customs broker, insurer or financial institution. However, the Cogoport Group entity may, on behalf of the Service Provider facilitate the Contractors and collect payments on behalf of the Service Provider. The Customer agrees and acknowledges that the Cogoport Group has the full right of recovery from the Customer in respect to any all payments owed by the Customer pursuant to the use of the Website. The Service Provider agrees to execute all necessary documents, agreements, attorneys, authorizations, as specified by the Cogoport Group for the exercise of such rights by the Cogoport Group.

6.5. 

The Users acknowledge that the Cogoport Group does not validate, verify or otherwise authenticate, certify, confirm or endorse the Users or the Information provided or issued by the User, nor does it endorse or guarantee the provision of the Services to the Users, or make any guarantees as to the performance of Services by the Service Provider(s), or payment for such Services by the Customer(s). The Cogoport Group will not provide and/or issue any means of transport, containers, bills of lading, waybills, consignment notes, customs declarations or any other documents relating to the provision of the Services to the Users. The Cogoport Group has no control over the adequacy and/or accuracy of the Services or the use, safety and legality of the cargo to be shipped. The Cogoport Group cannot ensure and does not guarantee that a User will actually complete a Contract or act lawfully while using the Website, and each User is responsible for ensuring compliance with its obligations under the Terms and Conditions and the Contract.

6.6. 

Nothing in these Terms and Conditions amounts to a financial or performance guarantee on behalf of any of the Service Providers and the Customers in connection with the Contract or otherwise and the Cogoport Group is not liable in any manner whatsoever in connection with the performance of any Contract.

7.   

Membership:

7.1. 

The Cogoport Group reserves the right to change the contents and terms of the Website and the Services and suspend, terminate or restrict the Service including the User’s access to the Website, in accordance with the terms of these Terms and Conditions or the Cogoport Group's policies. If the Cogoport Group changes the contents and terms of the Website and the Services, or suspend or terminate a User’s right to use the Website, the User may be prevented from accessing the Website and the Services, either temporarily or permanently. If the User’s membership is suspended or terminated, the User is prohibited from applying for a new membership account with the Cogoport Group. The User account (including feedback and any associated User identification) may not be dealt with in any way by any third parties.

7.2. 

The User shall be responsible for maintaining the confidentiality and security of the password and for all activities that occur in and through the User’s account. As a registered User, the User is responsible for maintaining control of the User’s account and for any activity that occurs on the User’s account. To maintain the safety of the Website and Services, the User must report any unauthorized use of the User’s account and associated User identification to the Cogoport Group as soon as possible after becoming aware of the unauthorized use through the e-mail address provided on the Website at the time of registration.

7.3. 

The User acknowledges and agrees that the use of another User’s account for availing the Services or the Website is expressly prohibited.

7.4. 

The User hereby agree that if the User provides any information that is untrue, inaccurate, not current or incomplete, (or becomes untrue, inaccurate, not current or incomplete) or if the Cogoport Group has reasonable grounds to suspect that such information is untrue, inaccurate, not current, incomplete, or not in accordance with these Terms and Conditions, the Group shall have the right to indefinitely suspend or terminate or block access of the User’s membership on the Website and refuse to provide the User with access to the Website or the Services.

8.   

Records: Cogoport Group shall maintain complete and accurate record of all of Contracts entered into between the Users on the Website so that it can be verified by the Users. Cogoport Group are not liable for any loss of data, technical or otherwise, Information or other particulars supplied by the User, due the reasons beyond its control like corruption of data or delay or failure to perform as a result of a Force Majeure Event.

9.   

9.1. 

Where the Customer enters into a Contract with a Service Provider in accordance with these Terms and Conditions, the Customer agrees to be bound by the Service Provider's standard terms and conditions applicable to that mode of transport (or any other terms as otherwise agreed to between the User and the Service Provider).

9.2. 

The Customer shall be obliged to fulfil its obligations under any Contract entered by the Customer through the Website.

9.3. 

At the time of submitting request for a quote, the Customer must describe the requirements for the Services the Customer wishes to purchase, fully and accurately. The Customer’s listing must only include content relevant to that quote.

9.4. 

The Customer shall comply with the Applicable Laws regarding safety, security, use and conduct as reasonably requested by the Cogoport Group or the Service Provider.

9.5. 

If the Services are not received within the duration indicated by the Service Provider or are not in accordance with the specifications indicated on the Website, the Customer must inform the Company about the same through the Website. Any dispute relating to the Contract shall be resolved directly between the Customer and the Service Provider, and the Company shall, under no circumstance, be a party to the Contract and/or be held liable or responsible for the same.

9.6. 

The Customer shall be solely responsible for undertaking appropriate and effective due diligence and related analysis before entering into any Contract. The Customer acknowledges and agrees that the Cogoport Group has not carried out any background checks or other verification relating to the Service Provider, and that the Cogoport Group does not guarantee the quality of Services being provided to the Customer.

9.7. 

The Customer are solely responsible for coordinating and communicating with the Service Provider for the performance of the relevant Services, in accordance with these Terms and Conditions.

9.8. 

By accepting these Terms and Conditions, the Customer hereby irrevocably accord its consent for appointing the Cogoport Group to act as the Customer’s agent for the limited purpose indicated in these Terms and Conditions.

9.9. 

The Customer agrees and accepts that Cogoport Group is not responsible in any manner whatsoever in respect of the performance of the Contracts or the goods provided by the Customer. The Customer shall not make the Cogoport Group party to any disputes relating to the Contracts and shall defend, indemnify and hold harmless the Cogoport Group from any claims in this regard.

9.10. 

Where the Customer is acting on behalf of any other person, the Customer confirms and accepts that the Customer is authorized to accept such Contracts. The Customer shall also always make sure that such persons shall comply with all applicable laws and all other directions of the Company in connection with the Services.

9.11. 

The customer accepts that Cogoport verifies the company and stakeholder's details with TransUnion CIBIL. (applied for financial services like Ship now Pay later, Export factoring, etc.).

10.   

Service Provider’s Undertakings:

10.1. 

The Service Provider warrants and agrees to maintain in full force for the duration of the registration on the Website, all consents, approvals, authorizations, licenses, orders, registrations, clearances and qualifications (being of a governmental, corporate or other nature) necessary for the performance of the Services listed by the Service Provider on the Website.

10.2. 

The Service Provider shall be required to populate details of the Services being offered by the Service Provider on the Website and its cost along with such other information as maybe required by the Customers.

10.3. 

10.4. 

The Service Provider hereby grants to the Cogoport Group, a royalty-free, fully paid-up, worldwide, non-exclusive license to use the Service Provider’s Information, names, logos and acknowledges and agrees that such use by the Company shall not constitute a violation or infringement of the intellectual property rights of the Service Provider.

10.5. 

Other than in the manner as provided under this Terms and Conditions or the Cogoport Group’s Privacy Policy, the Service Provider shall not use Cogoport Group’s name, logos or any other intellectual properties without the prior written approval of the Cogoport Group. Where such use is expressly permitted by the Cogoport Group, the Service Provider shall adhere to the media usage guidelines provided by the Cogoport Group from time to time.

10.6. 

The Service Provider shall also be required to specify, as well as regularly keep up to date, cost of any additional Services such as, inter alia, customs brokerage, insurance, and costs for shipment of hazardous materials, carry to room of choice, etc., for inclusion or exclusion by the Customer.

10.7. 

The Service Provider shall be obligated to inform Cogoport about the delivery of the consignments through the Website.

10.8. 

The Service Provider shall be solely responsible for undertaking appropriate and effective due diligence and related analysis before entering into any Contract. The Service Provider acknowledges and agrees that the Company has not carried out any background checks or other verification relating to the Customer.

10.9. 

The Service Provider shall be solely responsible for coordinating and communicating with the Customer for the performance of any Contract and shall be entirely liable for any goods which are a part of the Contract. The Service Provider shall not make the Cogoport Group party to any disputes relating to the Contract or the underlying goods and shall defend, indemnify and hold harmless from any claims in respect of the Contracts or any underlying goods.

11.   

Service Provider’s financial terms:

11.1. 

The Service Provider agrees that a Customer shall make the payment due to the Service Provider to the Company, who shall aggregate the payments due to such Service Provider from various Customers on a monthly basis and make the payment to the Service Provider for the previous month within 15 (fifteen) days of the subsequent month basis the services provided by the Service Provider using the Website.

11.2. 

The fee payable to the Service Provider for the Service by a Customer on the Website shall be set based on the agreed fees between the Service Provider and the Cogoport Group. The Service Provider shall be bound by any acceptances made by Customers based on such displayed fee.

11.3. 

The Service Provider warrants and guarantees to the Cogoport Group that the Service Provider are entitled to assign the claims now and in the future, and that no other party has any right or title to the claims now or in the future unless otherwise agreed between the Service Provider and the Cogoport Group.

12.   

The Service Provider authorizes the Cogoport Group to deduct its Fee for the provision of the Services from the payments to be made to the Service Provider for the provision of the Services.

13.   

Customer’s financial terms: The Customer shall be required to make payments to the Cogoport Group for the Services provided by a Service Provider under any Contract. For the avoidance of doubt, the Customer is obligated to pay Fee as specified by the Company from time to time on the Website for use of the Website in addition to the payment for the Services to the Service Provider (through the Cogoport Group). The Customer shall not pay the Service Provider directly unless specifically instructed by the Cogoport Group in writing. Such payment shall be made in accordance with the terms and payment instructions stated on the invoice that the Cogoport Group shall issue to the User.

14.   

Unless specified otherwise, all invoices must be paid by the Customer immediately at the time of receipt of the invoice and any overdue amounts shall carry interest at the rate of 18% (eighteen percent) per annum, provided that the Cogoport Group, may provide, at its sole discretion and on terms specified by Cogoport Group, provide an extended period for the payment of the invoice. The Customer shall bear all charges in connection with the payment of any invoices. Without prejudice to the foregoing, the Cogoport Group may partner with payment aggregators to provide payment collection services and in such case, the User may pay using such services. In such event, the Cogoport Group is not liable in any manner whatsoever for any defect, malfunction, or other issue with such payment aggregator and the User must contact the payment aggregator for any disputes.

15.   

Extension of credit terms to Customers and Service Providers: In connection with the payment obligation of the Customers and/or to provide supplier financing to the Service Providers, the Cogoport Group may by itself or in partnership with financial institutions, provide credit and advances (“Credit Support”) to the Customers and/or the Service Providers, as applicable. Such Credit Support shall be provided on such terms and conditions as specified by the Cogoport Group and/or the financial institutions and/or any other person with whom such facility is provided. Nothing in these Terms and Conditions shall compel or give a right to the Customer and/or Service Provider to demand or receive any Credit Support. In connection with such Credit Support, the Customer and/or Service Provider shall provide all information, details, documents as specified. Any Credit Support shall be in accordance with any specific written agreement with the Customer for such Credit Support.

16.   

Credit check: The User (as the Customer and/or Service Provider or otherwise) irrevocably authorises the Cogoport Group and/or the financial institutions and/or its partners and by way of accepting these Terms and Conditions to obtain credit profile, credit score and other information of the User from different sources such as Credit Information Companies, including without limitation, CIBIL, Experian, CRIF and others.

17.   

Fraud: Without prejudice to any other rights and remedies available to the Cogoport Group at law, in equity or under these Terms and Conditions, the Cogoport Group may, in the Cogoport Group’s sole discretion, suspend or terminate the User’s membership if the Cogoport Group reasonably suspect or believe, or are informed by a government agency that the User has engaged in or may engage in fraudulent or illegal activity using, or otherwise in connection with such User’s use of the Website and the User will have no claim whatsoever against the Cogoport Group in respect of any suspension or termination of the membership under this Clause.

18.   

User listings: The User is solely responsible for the Information provided by the User and User's use of the Website. The User further agrees to keep the Information and such other information and/or contents posted by such User up to date and in accordance with Applicable Law. The Cogoport Group may remove Information provided by the User from the Website at the Cogoport Group's sole discretion.

19.   

Cancellations: In the event a shipment does not proceed after a quote is accepted on the Website by the Customer, but before any Services are performed by the Service Provider, a cancellation is deemed to have occurred. In the event of a cancellation, the User may be contacted and requested to provide information which confirms the basis of the cancellation. This may include written confirmation of the cancellation signed by both the Customer and the Service Provider, including reasons for the cancellation, identification of the party responsible for the cancellation, and comments. A Customer cannot request for cancellation of Add-on Services during the term of such Add-on Services and shall have the option only to prevent the renewal of the term of such Add-on Services. A cancellation will entitle the Cogoport Group at its discretion, to cancel a User's membership. Failure to exercise this discretion and cancel a User's membership after a cancellation does not prejudice the Cogoport Group's right to cancel a User's membership for a subsequent cancellation. For the purpose of this Clause 17, a cancellation is not deemed to have occurred if shipment is delayed or rescheduled at a time suitable to both the Customer and the Service Provider. Excessive cancellations by a User may impact their rating on the Website.

20.   

Refunds: In case the Customer is unable to avail Services from a particular Service Provider for any reason whatsoever for no fault, default or breach by the Customer, the Cogoport Group shall, in its sole discretion, arrange for an alternative Service Provider for provision of Services or refund the amount paid by the Customer or take such other actions, as it may deem fit. In case the Customer is unable to avail Add-on Services for any reason whatsoever for no fault, default or breach by the Customer, the Cogoport Group shall, in its sole discretion, recharge the amount paid by the Customer to the Customer's account or take such other actions, as it may deem fit. However, no refunds shall be provided by the Cogoport Group in relation to the Add-on Services

21.   

Feedback: Any feedback provided by any User on the Website is non-confidential and is owned solely by the Cogoport Group. The Cogoport Group shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of the feedback for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to the User. The User hereby waives all moral rights to any such feedback, and the User hereby warrants that any such feedback is original or that you have the right to submit such feedback. The User agrees that there shall be no recourse against the Cogoport Group for any alleged or actual infringement or misappropriation of any proprietary right in feedback provided by the User. The User must not do or omit to do anything that will or is likely to undermine the integrity of the feedback system. Feedback must not be defamatory and must not be false or misleading. The User further represents and warrants that while posting feedback on the Website, the User shall not use any offensive, libellous, derogatory, hateful or racially or ethnically objectionable language, or is obscene, pornographic, or constitutes an indecent representation of any person.

22.   

Disputes: The Cogoport Group shall not be responsible for resolving disputes between the Service Providers and Customers and the Cogoport Group will not resolve or attempt to resolve disputes between the Service Providers and Customers. The User agrees that if the User has a dispute with one or more Users, all disputes must be resolved between such Users. The Cogoport Group reserves the right to share the User’s contact information with another User and/or any other governmental or regulatory authority at the Cogoport Group’s sole discretion to the extent that there is a dispute between the Users or the User has breached the Applicable Law or the Company is required to share information of the User in accordance with the Applicable Law. The User hereby irrevocably and unconditionally releases the Cogoport Group from all claims, demands, indemnifications and damages (actual and consequential) arising out of or connected with the dispute or the Cogoport Group’s release of the User’s contact information. Any dispute between the User and the Cogoport Group (including with respect to provision of Add-on Services) should be reported to the Cogoport Group via email at care@cogoport.com to enable the Cogoport Group to attempt to resolve the dispute.

23.   

Communications: The Cogoport Group will send communications and notices to the User in relation to any activity on the User’s account on the Website and any Contract concluded by the User. These communications are not an endorsement, guarantee or a legitimization of any such Contract. The User shall be responsible for completing all Contracts the User is a party to, which includes complying with all relevant legal obligations including without limitation the User’s legal obligations in relation to the purchase of the Services, and the shipping of any cargo.

24.   

25.   

License: The User agrees to grant the Cogoport Group an irrevocable, non-exclusive, perpetual, royalty-free, sub-licensable, worldwide license to do all acts comprised in the copyright and to exercise the publicity and database rights the User has in the information, in any media, with respect to the Information. The Cogoport Group will use the Information only in accordance with the Cogoport Group’s Privacy Policy.

26.   

Confidential information: Unless otherwise agreed to by the Cogoport Group in writing, the User must keep confidential, and not use or disclose, any of the information (including material obtained through the Website and the User’s user name and password for the Website) that is marked as confidential information or which is by its nature is confidential information (“Confidential Information”), excluding information which is public knowledge (other than as a result of breach of confidentiality by the User), is in the User’s prior possession or that is otherwise acquired or developed by the User independently. Upon the Cogoport Group’s written request, the User must return or destroy all copies of Confidential Information in the User’s custody or control.

27.   

Non-identifiable User data: The Cogoport Group shall be entitled to obtain and aggregate technical and other data about the User’s use of the Website and the Services that are non-personally identifiable with respect to the User, whether as a Customer or a Service Provider (“Aggregated Anonymous Data”). The Cogoport Group shall further be entitled to use the Aggregated Anonymous Data to improve, support and operate the Website and/or facilitate the Services, provided that the User will not be identified as the source of any Aggregated Anonymous Data and no personal information will be collected as a part of Aggregate Anonymous Data. The Company may also sell certain reporting and access to documentation. In return, the Company may earn service fees and revenue through advertisement and/or Service Providers paying a commission/usage fees/referral fees to the Cogoport Group for each Contract they enter into through the Website.

28.   

Privacy: The Cogoport Group will use User’s personal information in the manner set out in the Cogoport Group’s privacy policy (“Privacy Policy”).

29.   

Intellectual property: The Website includes material which may be protected by copyright, trademark, or other intellectual property laws in India or elsewhere and all rights in relation to such material are owned by or licensed to the Cogoport Group unless otherwise stated. The User hereby acknowledges that the Website and the Services constitute original works and have been developed, compiled, prepared, revised, selected, and arranged by the Cogoport Group through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of the Cogoport Group and other persons (as applicable). The User thereby agrees to protect the proprietary rights of the Cogoport Group during and after the term of these Terms and Conditions. The User shall not selectively download portions of the Website without retaining the copyright notices. The User may be permitted to download material from the Website only for the purpose contemplated under this Terms and Conditions. Any infringement may lead to appropriate legal proceedings against the User at the appropriate forum, at the Cogoport Group’s sole discretion, for seeking all available remedies under the Applicable Laws.

30.   

31.   

Access: Notwithstanding the User’s acceptance of these Terms and Conditions, the Cogoport Group is under no obligation to provide access to the Website or guarantee its availability or operation in any form and may suspend or terminate access to the Website or make changes to the Website at any time without notice to the User.

32.   

Access method: The Cogoport Group may require the User to use a user name and password or other authentication or security method in order to access and use the Website. The User must keep such user name and password secure at all times.

33.   

No agency: Entry into these Terms and Conditions does not give rise to an agency, partnership, joint venture, employee-employer or other similar relationship in whatsoever nature. The User does not have any other authority to bind the Cogoport Group or the Cogoport Group’s related entities or affiliates in any way.

34.   

Liability: The User shall be responsible for all claims, losses, damages arising out of or in relation to the User’s access and use of the Website or the Services. Each act or omission in the course of accessing the Website is deemed to have been performed by the User, regardless of whether that act or omission was undertaken by the User.

35.   

Notice: The User must immediately notify the Cogoport Group if the User becomes aware of any suspected or actual (i) unauthorized activity; or (ii) prohibited disclosure or use of the User’s user name and password, or any Confidential Information; or (iii) existence or exploitation of any security vulnerability, weakness, or threat on the Website. The User must take all steps reasonably within the User’s power to mitigate, prevent or stop any such conduct and provide all assistance reasonably requested by the Cogoport Group in relation to any actions or proceedings the Cogoport Group may take against any person for any such conduct.

36.   

Termination: The User may terminate the User’s account with the Cogoport Group by providing the Cogoport Group with 30 (thirty) days’ written notice of the User’s decision to terminate the use of the Website.

37.   

38.   

Limitation of liability:

38.1 

The Cogoport Group will not be liable for damage in any form (including, but not limited to, loss of data, indirect damages, consequential loss, pure economic loss, loss of opportunity, loss of revenue or profit, wrongful death, personal injury, property damage, penalties and fines, costs or any other loss) sustained by the User, the User’s servants, agents, employees, insurers and any other third parties for whom the User is or shall be liable pursuant to any legal relationship, unless the User proves that the damage is a direct result of the Cogoport Group's gross negligence or wilful misconduct.

38.2 

Notwithstanding clause 34.1., the Cogoport Group shall not be liable for any loss or damage of, and for any costs incurred by a User, carriers, owners and charterers of means of transport (including – but not limited to – vessels) or other third parties in relation to any Contract and/or Services performed.

38.3. 

The Cogoport Group’s collective liability for any damage, loss or claim, shall be limited to an amount of USD 500 (United States Dollars five hundred) per event or series of event with the same cause with a maximum annual aggregate liability equal to the amount of USD 5,000 (United States Dollars five thousand).

38.4 

Every claim against the Cogoport Group in relation to the Website and/or the Services (if any) shall become time-barred after 12 (twelve) months, unless the Cogoport Group has agreed upon a time-extension in writing. The term shall commence on the day following the day on which the claim has become due and payable, or the day following the day on which the User had acknowledged such claim/loss.

39.   

Indemnity:

39.1 

The User shall immediately and fully indemnify the Cogoport Group in the event that another User or a third party claims any loss or damage or costs in relation to the User’s use of the Website, any breach or infringement of any rights or terms in these Terms and Conditions and any other default, unlawful act or omission on the part of the User. This indemnification shall also include reasonable attorney’s fees and any other legal costs incurred by the Cogoport Group or its insurer, employee, agent or servant for defending any such claim from another user or a third party.

39.2 

Without limiting the foregoing, the User agrees to indemnify the Cogoport Group, its officers, employees and agents from and against any claim, liability, loss, damage, costs (including the cost of any settlement and legal costs and expenses on a solicitor and own client basis), and expenses incurred by virtue of any breaches of a third party's intellectual property rights as a direct or indirect consequence of the User’s use of the Website or any software or other intellectual property licensed to the User under these Terms and Conditions.

39.3 

This clause shall survive the termination of these Terms and Conditions.

40   

Governing law: These Terms and Conditions and the legal relationship between the Cogoport Group and the User shall exclusively be governed by the laws of Singapore.

41   

Arbitration: All disputes arising out of or in connection with these Terms and Conditions and the legal relationship between the Cogoport Group and the User, shall be referred to arbitration in Singapore. The reference shall be to a sole arbitrator and shall be conducted in accordance with the Singapore International Arbitration Centre. Terms current at the time when the arbitration proceedings are commenced. The language of the arbitration shall be English.

42   

Conflicts: These Terms and Conditions shall be read in conjunction with any specified written agreement entered into with the User for inter alia use of the Platform and the Services. In case of any inconsistency or conflict between the terms of such agreement and this Terms and Conditions, the terms of such specific agreement shall prevail.

43   

Severance: Where any provision (or part) of these Terms and Conditions is held to be illegal or unenforceable, it may be severed, and shall in no way affect or prejudice the enforceability of the other terms or conditions of these Terms and Conditions.

44   

45   

The User acknowledges that the Cogoport Group shall have the right to seek information pertaining to the User if such information is required to be furnished to a regulatory authority and other third parties including, inter-alia, the Reserve Bank of India, banks, etc. in accordance with Applicable Law.