TERMS OF SERVICE OF THE WEBSITE AND CLICKTRANS MOBILE APPLICATION FOR TRANSPORT PROVIDERS
I. GENERAL PROVISIONS
- These Regulations define the general terms and conditions for the use of the CLICKTRANS Website and mobile application called CLICKTRANS by Transport Providers, provided by Clicktrans sp. z o.o. based in Gdańsk (80-314), Aleja Grunwaldzka 303.
- You can contact the Service Provider via:
- e-mail - messages to the Service Provider should be sent to: firstname.lastname@example.org, or
- by means of an interactive chat available in the functionalities of the Application.
- These Regulations are made continuously and freely available by the Service Provider on the Website and in the Mobile Application in a way which allows the Users to obtain, reproduce and record their contents by printing or saving on a storage device at any time, using the computer system operated by the User.
- The data and other content available within the Mobile Application may constitute a database within the meaning of the Act of 27 July 2001 on the protection of databases (Journal of Laws No. 128, item 1402) and be subject to protection, pursuant to that Act and other provisions of the universally applicable law.
- The services provided in the Application are targeted at Transport Providers exclusively.
- The Mobile Application and the Website are interrelated to the extent indicated in the Regulations. In particular, a Transport Provider's Account created on the Website is an Account, with which the Transport Provider may log in to the Application and use the Application's Services under the terms and conditions set forth hereafter.
- Service Provider may also, as part of selected Services or functionalities, display push notifications for Transport Providers on the Website, in the Application on a Mobile Device. Push notifications are only displayed for Transport Providers who have given their consent to it, by accepting the appropriate prompt on the Website, in the Application or by selecting the appropriate options in their Mobile Device or browser settings.
- Any matters not covered by these Regulations shall be governed by the provisions of the Regulations of Clicktrans website for Users available on the Website (hereinafter referred to as the "Website Regulations"). In case of any discrepancies between the provisions of these Regulations and the Website Regulations, these Regulations shall prevail.
- The rules of providing other Services, including paid Services, within the Website or the Mobile Application may be laid down in additional regulations.
- The provisions of Regulation (EU) 2019/1150 of the European Parliament and of the Council of 20 June 2019 on promoting fairness and transparency for business users using online mediation services (hereinafter: the "Regulation") apply to the Services provided on the Website and in the Application for Transport Providers.
Capitalized terms shall have the meanings assigned to them in the Regulations of Clicktrans website for Users, whereas the terms defined below shall have the following meanings:
Application/Mobile Application – software named CLICKTRANS, developed by the Service Provider and made available to the Transport Providers via Google Play and App Store, intended for installation on a Mobile Device, whereby Transport Providers can use the Services offered by the Service Provider;
Mobile Device – a device which enables use of the Application and data transmission services, in particular a mobile phone or tablet, operating under AndroidTM or IOS operating system;
Google Play - an online store with mobile applications under the name "Google Play", operated by Google, intended for Mobile Devices with AndroidTM system;
Google - Google Ireland Ltd with its registered office in Ireland, registered at the address: Google Building Gordon House, 4 Barrow St, Dublin, D04 E5W5, Ireland, which is the operator of the Google Play online store;
App Store - an online mobile application store named "App Store", operated by Apple Distribution International, for iOS Mobile Devices;
Apple Distribution International - Apple Distribution International with its registered office in Ireland at the address: Hollyhill Industrial Estate, Hollyhill, Cork, Ireland, with register number 470672 with the Companies Registration Office in Ireland, which is the operator of the App Store;
Commission - the fee imposed on the Transport Provider by the Service Provider at the moment of concluding a Transport Contract with the Principal, in line with the list of fees and commissions. A Commission may consist of a fixed amount and a variable amount expressed as a percentage of the Transport Contract value;
Regulations - this document.
The use of the word Website herein shall apply mutatis mutandis to the Application as well, unless, by its nature and functionality, this is excluded - or if the provisions of these Regulations provide otherwise.
- The Website, Applications and their Services and functionalities may be used only under the terms and within the scope specified in these Regulations and in compliance with the provisions of universally applicable laws, rules of public decency and the rules of Internet use.
- The minimum technical requirements to use the Website:
Minimum technical requirements to use the functionalities of the Application:
- a device with internet access;
- access to e-mail;
- latest version of internet browser with Cookies and Java Script enabled,
- PDF reader software.
In order to use the Application, the User should:
- Mobile Device operating system: Android or iOS, version as indicated by Google Play or AppStore;
- installing the Mobile Application on a compatible Mobile Device;
- internet access on the Mobile Device;
- access to e-mail;
- a data transmission service active and correctly configured on the Mobile Device, made available by the telecommunications operator, or an activated wireless connection.
In addition, in order to use certain Application Services, you may need to enable location services on your Mobile Device and enable access to these services in the Application. In order to optimise the provision of Services which require access to the location services of the Mobile Device, it is recommended to permit the Application to access these Services at all times.
Actions aimed at concluding a Contract for the provision of Services on the Website or in the Application on behalf of a Transport Provider, in particular actions related to creating and maintaining an Account and ordering paid services, may only be performed by persons duly authorised to act on behalf of the Transport Provider. The Service Provider may oblige a person acting on behalf of the Transport Provider to electronically submit documents indicated by the Service Provider, including in particular documents confirming the person's authorisation to act on behalf of the Transport Provider.
If the Service Provider suspects that a User is engaging in activities prohibited by the law or by these Regulations, or violating the rules of public decency or compromising the legitimate interests of the Service Provider, in particular its reputation, the Service Provider may take any action permitted by the law, including restricting the User's ability to use the Application, the Website and the Services provided via them.
The Service Provider shall also be entitled to block or delete the Transport Provider's Account as stipulated in the Website Regulations, in the cases and using the procedures stipulated therein. Blocking or deletion of an Account on the Website shall result in the blocking or permanent exclusion of the opportunity to use the Account in the Application and on the Website, respectively.
Where the wording "verified Transport Provider's Account" or "verified Principal's Account" is used in these Regulations, on the Website or in the Application, it shall be construed as the Service Provider's verification of correctness of the data provided by the User in the registration form as of the date of their verification, which usually occurs immediately after registration of a User's Account.
- read these Regulations and the information about the Application available at Google Play store or App Store, as applicable;
- download the Application from the store referred to above;
- install the Application on the Mobile Device by following the instructions displayed on the Mobile Device during installation;
- log into the Account in the Application using access data of an active Account opened within the Website.
IV. TRANSPORT PROVIDER'S RIGHTS AND OBLIGATIONS
- It is the Service Provider's intention to provide clear and transparent rules for Principals and Transport Providers, therefore it is essential that Transport Providers abide by the rules set out in these Regulations.
- None of the Transport Providers' own regulations for Transport Services or other rules for the performance of Transport Services presented to Principals may be in conflict with these Regulations and the Regulations of Clicktrans website for Users or the Transport Contract; moreover, they must comply with the currently applicable provisions of law, including the laws on consumer rights and personal data protection.
- Transport Providers shall be bound by the rights and obligations of Users as set out in the Regulations of Clicktrans website for Users. In particular, Transport Providers shall be obliged to:
- respect consumer rights, in particular regarding complaints, withdrawal from a contract and information obligations;
- care for the Principals' personal data to the extent, in which it is an independent controller of personal data, and to comply with the GDPR;
- not to perform any actions aimed at concluding a Transport Contract outside the Website and avoid being charged a Commission by the Service Provider;
- immediately update their personal data within the Account;
- place Quotes in accordance with the guidelines indicated on the Website. This includes not placing Quotes of an advertising nature, containing personal data, marked as "permanent cooperation", "free vehicle";
- make timely payments to the Service Provider.
- Services are provided on the terms set forth in this document and, unless otherwise provided herein, in the Regulations of Clicktrans website for Users.
- The Service Provider enables using its Services via the Website and the Application. Some of the Services are dedicated exclusively to Transport Providers who have registered on the Website, have an active Account and have passed the verification referred to in the further provisions of the Regulations.
- The type of Services available on the Website and in Application may vary.
- Within the Application, the Service Provider provides a Service for Transport Providers who have an Account on the Website. The Service consists in providing access to the infrastructure allowing the Transport Provider to operate on the Website from the Mobile Application. However, the mobile application may not enable use of all Services and functionalities of the Website and the Transport Provider's Account - pursuant to the information presented in the Application and these Regulations. In particular, the Transport Provider is not able to make payments within the Application.
- An Application Services Contract is concluded for an indefinite time. It is concluded at the moment of downloading the Application, and the provisions of the Regulations constitute the content of the Application Services Contract.
- Subject to further provisions of these Regulations, the User may cease using the Application at any time by deleting it from the Mobile Device in a manner standard for the given version of the operating system installed on the Mobile Device.
- Termination of the Application Services Contract, regardless of its term and mode, shall not affect the deletion of an Account (unless the Transport Provider has made such declaration), nor shall it affect any commitments or declarations made by the Transport Provider using or in connection with the use of the Application. In particular, the Transport Provider shall be bound by the submitted Quotes and the concluded Transport Contracts, and shall be obliged to perform them.
- The Services provided by the Service Provider to Transport Providers include:
- browsing information on the Website or in the Application, the rules of which are specified in the Regulations of Clicktrans website for Users, whereas access to the content available in the Application is available after logging into a Transport Provider's Account;
- running an Account;
- interactive chat feature available in the Application and on the Website, to enable contact with the Service Provider;
- participation in the Quoting Mode, i.e. submission of Quotes on the terms specified in section VIII of the Regulations;
- signing up for text message notifications;
- responding to Listings placed by Principals in the Quick Deal mode, pursuant to the principles specified in section VIII of the Regulations;
- Clicktrans plugins;
- consent to receive commercial information from the Service Provider pursuant to the "Regulations of Clicktrans website for Users";
- adding and presenting messages and comments, the rules of which are defined in the "Regulations of Clicktrans website for Users".
- The Service Provider enables the Transport Providers to create and maintain an Account on the Website under the terms indicated in these Regulations. The detailed terms and conditions of providing the Service of maintaining an Account on the Website and the opportunity to log into it within the Application are listed in section VI. of the Regulations.
- The Transport Provider may give its consent in the Account settings to receive text message notifications to the phone number provided in the Account. The content of notifications may include information regarding, among others, Quick Deals, other Users' responses or other reactions to the content posted by the Transport Provider, news or messages within the Account. Notifications can be disabled at any time using the dedicated option in the Account.
- A Transport Provider logged into an Account in the Application or on the Website has the opportunity to communicate with the Service Provider or its representative via the interactive chat (messenger) available on the Website or in the Application, respectively. A Contract for the provision of a Service consisting in providing an interactive chat room, where Transport Providers can contact the Service Provider, is concluded for a fixed period and is terminated when the conversation ends, when the chat room is closed or when the Application is closed.
- A Transport Provider may download the Clicktrans plugin as specified on the Service. A plug-in is software that a Transport Provider can install on its website and display content related to the Website, such as Transport Provider reviews, to its users and customers. A Contract for Clicktrans plugin is concluded for an indefinite period, from the moment it is downloaded until it is removed by the Transport Provider. The Service Provider can also provide other plugins and, if there are no separate regulations on their operation, the provisions concerning Clicktrans plugin shall apply.
- The Transport Provider can use the Shipment Tracking functionality available in the Application. This requires that the Transport Provider enables location on the Transport Provider's Mobile Device. If Shipment Tracking is made available by the Transport Provider, the Principal will receive an alert to track the location of its Shipment in the form of a text message with a link to the page where the Transport Provider's location is made available. The Transport Provider independently decides whether it will make Tracking of the Shipment covered by the Transport Contract available to the Ordering Party and, if it does, whether to do so for the entire route or only for sections of the route. The Transport Provider may also terminate the Tracking feature at any time. Location of a Shipment is approximate and given for reference only - its accuracy may depend on the technical conditions of Transport Provider's mobile device and its access to the Internet.
- With regard to the Transport Provider's Account and its registration the present Regulations apply as well as the provisions of section VI. of the Regulations of the Clicktrans website for Users, with the exception of subsections: 7, 9,10.
- The Transport Provider Account Service is dedicated to entities based in the European Economic Area and the United Kingdom of Great Britain and Northern Ireland.
- The agreement for the provision of a Service consisting in maintaining an Account on the Website shall be concluded for an indefinite period and terminated on the terms listed in section XI of the Regulations. Re-registration of an Account may require prior contact with the Service Provider.
- A Transport Provider's Account is also granted the rights of a Principal's Account. Thus, for instance, it enables Transport Providers to issue Listings, Quick Deals and to conclude Transport Contracts with other Transport Providers on the terms and conditions stipulated in the "Regulations of Clicktrans website for Users", subject to the differences indicated in these Regulations.
- Prior verification, as set forth in Section VII below, is required to use all features and services for Transport Providers within the Account, including the rights of a Principal's Account.
- Transport Provider accounts may additionally have different functional designations.
- In order to use its Account in the Application, the Transport Provider logs into its Account in the Application with the login data used by it on the Website. The Application and an Account in the Application may only be used by Transport Providers which have already successfully registered and verified an Account on the Website and have an active Transport Provider's Account on the Website.
- The Service Provider does not enable the creation of Accounts in the Application.
- The Service Provider does not enable Principals to use the Application.
- The Application attributes an Account to the unique identification number of the Mobile Device used by the Transport Provider to log into the Account in the Application - in particular, the full name and model of the Device and its Device ID (the User's Mobile Device ID number). The Transport Provider can preview the history of the Mobile Devices used to log in to its Account via the Application from the Account.
- The Service Provider may temporarily or permanently prevent the Transport Provider from presenting some or all of the information in the Account profile page. In particular, the Service Provider may condition the option to present the profile page of the Transport Provider's Account upon positive verification of the Transport Provider or its data, in accordance with these Regulations.
- If a Transport Provider wishes to open a Principal's Account separate from its Transport Provider's Account, this requires the Service Provider's prior consent.
- With regard to personal data security, an Account on the Site may be deleted by the Service Provider if the Transport Provider has not logged into the Account for a period of 5 years, starting from the date of the last login, unless there are any overpayments or outstanding amounts due to the Service Provider on its Account.
- An Account on the Website may be blocked in case of termination or suspension of Transport Provider's business.
VII. TRANSPORT PROVIDER STATUS
- A Transport Provider may have various statuses within the Service and the Application, including but not limited to: Verified Transport Provider, Unverified Transport Provider, Top Transporter - granting each of these may result in granting a graphical or descriptive designation and its presentation on the Website.
- Transport Provider verification is required in order to use all functionalities and Services within the Account, in particular, to conclude a Transport Contract, submit Quotes or place Listings.
- An additional verification transfer of an amount indicated by the Service Provider may be required to successfully verify the Transport Provider and gain full access to the Services - either through the Service Provider's clearing agent system or directly to the Service Provider's bank account, provided that the details indicated by the Transport Provider in the Account match the details of the bank account holder indicated on the verification transfer.
- The Service Provider may oblige a person acting on behalf of the Transport Provider to electronically send the documents indicated by the Service Provider, in particular, documents confirming their authorisation to act on behalf of the Transport Provider and the Transport Provider's business activity or registration in a specific register, e.g. of entrepreneurs, on pain of refusal to establish or terminate cooperation. In addition, if the Transport Provider conducts business outside of the territory of Poland, the Service Provider shall be entitled to demand equivalents of such documents in the language of origin with a sworn translation to Polish and other certificates or permits held by the Transport Provider. The Service Provider reserves the right to request that the Transport Provider sends additional documents not indicated above or to have them sent in another common format.
- For Transport Providers which have been in business for a period shorter than 3 months or Transport Providers which have had their Account blocked, the Service Provider may make positive verification of the Transport Provider conditional on making a payment in the amount determined by the Service Provider, to settle the Commission.
- Regardless of the verification procedure, the Service Provider is entitled to take additional measures, at any time, to verify the authenticity, reliability and accuracy of the information provided by the Transport Provider.
- In order to verify a Transport Provider, the Service Provider may check publicly available registers, including debtors' registers, and based on that, make a positive or negative verification of the Transport Provider, block or delete its Account.
- The Service Provider wishes to ensure that the quality of the Transport Services provided by Transport Providers and the safety of the Principals is as high as possible and, for this reason, may refuse to positively assess a Transport Provider based on a subjective evaluation.
- In case of positive verification and if the verification payment has been made, it is returned to the Transport Provider, to the bank account number, from which the Transport Provider made the transfer, within 7 days calculated from the verification date. Transport Providers that have not been verified positively shall have limited access to Services and functionalities, e.g. they shall not be able to conclude Transport Contracts.
- The Service Provider may require re-verification of an already verified Transport Provider Account, and in particular if the Transport Provider's registration data changes, the Transport Provider Account is unblocked or in other justified cases.
- Reliable Transport Providers which, in the opinion of their Principals, provide high quality services, can be awarded the Top Transporter designation along with a certificate and a Top Transporter plugin. The Service Provider's decision to award the Top Transporter designation may be made automatically. The following requirements must all be met in order to earn the Top Transporter designation:
A Transport Provider which has already been awarded the Top Transporter designation shall lose it as soon as it fails to meet at least one of the criteria listed in the preceding point. Once the designation has been lost, the Transport Provider shall not be entitled to use the Top Transporter certificate or any other designation or to claim this status.
Use of certain Services or functionalities requires that the Transport Provider meets all of the following requirements:
- minimum number of Transport Contracts concluded by the Transport Provider on the Website or in the Application: 40,
- unblocked Transport Provider Account;
- minimum number of comments on Transport Services performed by the Transport Provider on the Website: 20,
- minimum number of positive comments on the Transport Services performed by the Transport Provider on the Website: 95%,
- number of cancelled Transport Contracts: less than 15%,
- at least 60 days have passed since the Account registration date.
The Service Provider's decisions, including verification of compliance with the criteria listed in item 13 above, may be taken automatically.
- minimum number of Transport Contracts concluded by the Transport Provider via the Website or Application: 10,
- unblocked Transport Provider Account;
- minimum number of comments on Transport Services performed by the Transport Provider on the Website: 10,
- minimum number of positive comments on the Transport Services performed by the Transport Provider on the Website: 95%,
- number of cancelled Transport Contracts: below 20%,
- at least 60 days have passed since the Account registration date.
VIII. TRANSPORT SERVICES AND CONCLUSION OF THE CONTRACT
- Subject to subsection 5 below, Transport Providers verified by the Service Provider may participate in the Quoting Mode, the Quick Deal Mode, and enter into a Transport Contract on the Website or in the Mobile Application.
- Listings visible in the Application in the Quoting or Quick Deal mode are added and presented on the Website by Principals. Listings are visible in the Application at the same time, in which they are visible on the Website.
- With respect to Announcements subject to the Quoting Mode, the following provisions shall apply:
- listings shall be regarded as invitations to submit offers within the meaning of Article 71 of the Civil Code. By the time of closing the Quoting Mode, the Transport Provider may submit a response to a Listing which constitutes a Quote to conclude a Transport Contract within the meaning of Article 66 of the Civil Code;
- the Transport Provider independently determines the content of the Quote, which should be consistent with the actual and legal status. A Transport Provider may withdraw its Quote by deleting it using the functionality of the Website or the Application, but not earlier than 30 minutes after its submission and not later than upon acceptance of the submitted Quote by a Principal. The content of a Quote may not contain contact details or any other information which is intended to put the Principal and the Transport Provider in contact with each other, bypassing or outside the Application and the Website. A Quote cannot contain any information that are forbidden within the meaning of the universally applicable laws, these Regulations and the Regulations of Clicktrans website for Users;
- by submitting a Quote, the Transport Provider agrees to provide the Ordering Party - as a result of acceptance of the Transport Provider's Quote - with its contact details, especially the details listed in the Account and in the Quote, such as full name, e-mail address, telephone number, name and address of the entity, NIP, REGON, KRS, website address
- a Transport Provider whose Account has been blocked by the Service Provider pursuant to these Regulations shall not be able to post a Quote. If such blocking has already occurred after the given Transport Provider has added a Quote, its Quote cannot be accepted by a Principal while the Account is blocked. If a Transport Provider's Account has been deleted or completely blocked, its Quotes are not visible on the Website. The provisions of this sentence shall not apply to partial blocking of a Transport Provider's Account;
- the moment a Quote is accepted by a Principal, a Transport Contract is concluded between a Transport Provider and the Principal, with contents corresponding to the provisions of the Regulations, the Listing, arrangements between the parties communicated via messages on the Website and to the accepted Quote;
- after concluding a Transport Contract, the further conduct of the Principal and the Transport Provider results from the applicable laws - the Transport Provider is primarily obliged to perform the subject of the Transport Contract and the Principal is obliged to pay the agreed Price for the transport service.
- In the procedure of posting a Listing in the Quoting Mode, the Service Provider provides Transport Providers with the additional functionality of automatically changing the Transport Service Price indicated in the Listing posted by the Transport Provider. A Transport Provider using this functionality is obliged to indicate the Transport Service Price and the minimum Price, for which it can perform the Transport Service specified in the Listing by the Principal. If other Transport Providers submit a Quote with a lower Price for transport services in response to a Listing, the Price indicated by the Transport Provider will be proportionally reduced each time by 10 PLN. If the Price for a Transport Service is lower than 100 PLN, it will be reduced by 5 PLN, but not less than the minimum Price for transport services indicated by the Transport Provider. Use of the functionality described in this section depends on the Transport Provider's will and is not obligatory.
- With regard to Listings subject to the Quick Deal contracting process, the following provisions apply:
- the contracting procedure under the Quick Deal mode is open to Transport Providers whose Accounts have been positively verified by the Service Provider and who meet all the criteria listed in section VII item 14. This has been determined with a view to transaction security and Orderers who, contrary to the Quoting Mode, do not independently choose the Transport Provider which will perform the Transport Service;
- listings in the Quick Deal mode constitute a Quote within the meaning of Article 66 of the Civil Code. A Principal's Listing posted as a Quick Deal shall specify the essential elements of performance of the Transport Service, including its Price. Submitting a response to such Listing by selecting the appropriate functionality shall be deemed as acceptance of the Principal's offer;
- by submitting a response to a Principal's Listing in the Quick Deal mode, a Transport Provider agrees to provide the Principal with its contact details, in particular the ones given in the Account and in the Quote, such as its full name, e-mail address, telephone number, name and address of the entity, NIP, REGON, KRS, website address;
- when the Transport Provider accepts the Principal's offer posted in the Quick Deal mode, a Transport Contract is concluded between the Transport Provider and the Principal. The content of the Contract is consistent with the provisions of the Regulations and the Principal's Listing in the Quick Deal mode. A Transport Contract is concluded with the Transport Provider which was the first to accept the Principal's offer as part of the Quick Deal;
- the maximum time for posting a Quick Deal is 24 hours from its publication - if no Transport Contract is concluded within this period, the Quick Deal shall be published as a Listing and the Transport Provider may submit a Quote in response to it, as per subsection 3 above;
- in other respects, the provisions of these Regulations and the Regulations of Clicktrans website for Users concerning Listings subject to the Quoting Mode and to Listings subject to the Quick Deal mode shall apply accordingly.
- The Service Provider may communicate information on concluding a Transport Contract by means of messages on the Website or in the Application, by e-mail messages sent to the address provided in the Transport Provider's Account or by text message notifications.
- The Transport Provider and the Principal should contact each other immediately after concluding a Transport Contract.
- If the validity of a Transport Contract depends on the fulfilment of specific requirements stipulated by the law, such as concluding a contract in writing or in another specific form, the Principal and the Transport Provider, respectively, may enforce these requirements.
- The Principal and the Transport Provider may also send each other messages regarding the Transport Service covered by a Listing. The messages referred to in the previous sentence are sent using the form available on the Listing page and published on the Listing page for all Users.
- In order to perform Transport Services, a Transport Provider must possess the licences and permits required for a given type of Shipment, if such an obligation results from legal regulations, in particular for transport of animals. The Transport Provider should also possess a vehicle appropriate for the given type of Shipment and, if it results from legal regulations, the means of transport should meet the technical requirements listed in relevant regulations.
- Transport Contracts are concluded for a fee payable to the Transport Provider and result in charging a Commission on terms specified in further parts of the Regulations.
- The Service Provider uses default sorting of Listings in the Quoting Mode and in the Quick Deal Mode, as part of a Listings list and a Quotes list, which adjust their order depending on the preferences of the Principals, as well as the Listings suggested to Transport Providers. Sorting can include:
- Data about the Listing: i.e. primarily, compliance of Listing description with the Regulations and with the guidelines for uploading Listings, the number of views of the Listing in different time intervals, the Price of the Transport Service, the number of Quotes submitted in response to the Listing, highlighting of the Listing or marking the Listing as urgent, the mode of concluding the Transport Contract (Quoting Mode or Quick Deal), uploading the Listing in a category that best corresponds to the given type of Shipment, destination of the Shipment, currency, language;
- Data about the Principal: i.e. mainly the number of positive and negative ratings and comments;
- Data about the Transport Provider; i.e. primarily, the number of positive and negative number of ratings and comments, the number of concluded Transport Contracts, date of the first concluded Transport Contract, the number of cancelled Transport Contracts, the Price of the Transport Service, the Transport Provider's location, the route history of completed Transport Services, the types of Shipments shipped as part of the Transport Services, the designations received by the Transport Provider (such as Top Transporter).
- The Service Provider may communicate suggestions of orders tailored for the Transport Provider (Principals' Listings) to the Transport Provider in the form of messages displayed on the Website or in the Application, notifications, text messages or e-mail notifications in Quick Deal mode. Such suggestions are presented to Transport Providers that meet at least the criteria indicated in section VII item 14 and are dependent on, among others, the history of completed Shipments or their types. If the Transport Provider decides to accept a Principal's offer via Quick Deal, the provisions of subsection 5 above shall apply. These messages are displayed to the Transport Provider based on automated decisions.
- The Service Provider cannot guarantee that the Principal and the Transport Provider complete the Transport Service process, in spite of the selection of the Quote. In particular, the Service Provider does not guarantee the quality of the Transport Service or the Principal's payment for the performed Transport Service. The Service Provider only provides a platform for concluding a Transport Contract.
IX. PAYMENT TERMS AND COMMISSIONS
- A Commission is charged to the Transport Provider for concluding each Transport Contract, in accordance with the schedule of fees and commissions attached hereto. In special cases the terms of Commission and its payment may be agreed individually with the Transport Provider.
- Commission is settled on a monthly basis - at the end of each calendar month in which the commission has been calculated for the Transport Provider, the Service Provider sends a VAT invoice to the Transport Provider, with a 7-day payment term. In case of a delay in payment, the Service Provider shall charge interest to the Transport Provider for delay in commercial transactions and shall issue a VAT invoice for the Commissions charged to the Transport Provider over the period of delay. A delay in payment may result in the Service Provider blocking the Transport Provider Account for that reason.
- VAT invoices are issued to the Transport Provider's details as indicated in the Account.
- The Transport Provider may pay the VAT invoice directly on the Website through the Service Provider's billing agent system or to the Service Provider's bank account indicated on the VAT invoice.
- There may be overpayments (hereinafter referred to as overpayments) on the Transport Provider's Account resulting from:
- Transport Provider's own payment in the amount paid at its discretion through the Service Provider's clearing agent system or to the Service Provider's bank account (hereinafter referred to as: account top-up);
- settlement of an adjustment invoice to a VAT invoice issued to the Transport Provider by the Service Provider.
- The Transport Provider may request return of an overpayment from the Service Provider at any time, by submitting a request to the Service Provider, at its e-mail address indicated in Section I of the Regulations. In such case the overpayment is reimbursed within 14 days from the date of correct transmission of the Transport Provider's request. No overpayment shall be returned if a Commission has been billed to the Transport Provider in the month in which the Transport Provider requests the payment, in which case the overpayment shall be credited against the payment for the Commission.
- At the end of a calendar month overpayments are credited to the Transport Provider's accrued Commission. If the overpayment is less than the Commission due to the Service Provider, the Transport Provider shall be obliged to pay the outstanding amount by the date indicated in subsection 2 above.
- If the Transport Provider is in arrears with payments to the Service Provider, the overpayment shall be credited towards such payments.
- If the Service Provider issues a corrective VAT invoice as a result of which the calculated Commission has been reduced, the outstanding amount resulting from the corrective invoice shall be regarded as an overpayment, unless the Transport Provider expressly indicates that it requests reimbursement of the outstanding amount to his its account, whereby the outstanding amount shall be primarily credited to the Transport Provider's other receivables with the Service Provider.
- VAT invoices and corrective invoices are issued in electronic form by posting them in the Transport Provider's Account and by e-mail to the Transport Provider's e-mail address indicated in the Account. The Transport Provider reserves the right to request a VAT invoice in paper form. Please contact the Service Provider by e-mail with this request.
- Charges for additional options are also added to the invoice - in particular, charges for highlighting a Listing or marking it as urgent, if the Transport Provider used these services on terms specified in the Regulations of the Website.
- The Transport Provider's Account shows an up-to-date list of Commissions accrued to the Transport Provider along with information about the Transport Contract on which the Commission has been accrued.
- The Service Provider may oblige the Transport Provider to provide the Transport Provider's certificate of residency in accordance with the Transport Provider's national regulations, which certifies the Transport Provider's tax residency in its country of residence. If the Transport Provider fails to provide a certificate of residence, the Service Provider may add withholding tax to the Transport Provider's VAT invoice.
- A change in Transport Provider's billing data requires a new verification of its Account in accordance with section VII of the Regulations.
- The Transport Provider is not allowed to charge the Principal directly with costs incurred by the Transport Provider, especially the Commission.
- The Service Provider is entitled to introduce temporary promotions concerning the amount of Commission indicated in the list of fees and commissions on the terms specified in the promotion.
- Where deemed reasonable by the Service Provider, the Service Provider may refund the Commission to the Transport Provider or refrain from charging it. The rules of conduct in such case are set out in section XIII below.
- The Service Provider is not a party to Transport Contracts concluded by the Transport Providers with the Principals using the Website or the Application. Except where expressly provided otherwise, the Service Provider does not interfere in the mutual relations of the parties to Transport Contracts, does not act as an intermediary in their conclusion, is not a principal, nor does it participate in the performance of such contracts.
- These Regulations, the "Regulations of Clicktrans website for Users" and the applicable laws are the exclusive source of the Service Provider's obligations.
- Transport Providers shall be solely responsible for the correctness and legality of their activities and for the services provided by them. This includes liability for their employees, associates and other entities through which, or with whose assistance, such services or activities are performed.
- Transport Providers are responsible for any Transport Contracts entered into and for any representations or commitments they make using the Website or the Application.
- The Transport Provider shall be liable for any damage resulting from a breach of the provisions of these Regulations, legal regulations or the rules of public decency. The Service Provider shall have the right to charge such Transport Provider with any potential costs of legal proceedings and other sanctions that the Service Provider has incurred as a result of the Transport Provider's activity violating the Regulations, the laws or the rules of public decency.
- The Transport Provider agrees that, in case of any claims made by third parties against the Service Provider, including, in particular, claims related to acts performed by the Transport Provider in connection with the use (or intention to use) the Application or the Website and its functionalities and Services, the Transport Provider shall intervene in the case in place of the Service Provider or intervene as a side intervener or, at the Service Provider's first request, reimburse all costs incurred by the Service Provider in this respect.
- The Service Provider's liability towards Transport Providers is excluded to the extent permitted by the applicable laws and is limited to the amount of: PLN 5,000 (in words: five thousand PLN).
- The Service Provider's liability towards the Transport Provider for the User's lost benefits is excluded.
- In particular, the Service Provider is not responsible for:
- interruptions in access to the Application or the Website, including ones that prevent the use of the Services, caused by the need to remove any failures, hardware and software testing or maintenance works;
- technical problems connected with the use of the Application or the Website arising for reasons beyond the Service Provider's control, including ones caused by force majeure or by improper operation of the Internet;
- unavailability of the Website, Application or Services for reasons not attributable to the Service Provider,
- damages incurred by Transport Provider due to incorrect recording or reading of data or any content;
- the effects of a third party becoming authorized to use the Website, Services or Application;
- any content or information presented or otherwise communicated by the Transport Provider, including, but not limited to: Quotes, Quick Deals responses, the Transport Provider's profile page, Account, or for the timeliness and form of presentation of such data.
XI. BLOCKING, TERMINATION OF THE CONTRACT FOR THE PROVISION OF SERVICES
- The Transport Provider may terminate the Account contract at any time if the Transport Provider has no outstanding Commissions or overpayments. In such case a contract is terminated when the Service Provider receives such request from the Transport Provider.
- In case of Transport Providers which have overpayments or outstanding Commissions to the Service Provider, prior contact with the Service Provider and prior payment of all amounts due to the Service Provider is necessary.
- The Service Provider may terminate the Transport Provider Account contract upon 30 days' notice and in accordance with the law, including the Regulations. During the notice period, the Transport Provider's Account may be blocked or its functionalities might be restricted if the termination has been made for reasons attributable to the Transport Provider or is justified by the protection of the Principals. The Service Provider shall deliver the termination notice to the Transport Provider at the e-mail address indicated in the Transport Provider's Account.
- Re-establishing a Transport Provider Account requires contacting the Service Provider.
- The Service Provider has the right to limit (including blocking) provision of the Services, and to terminate the contract for the provision of Services otherwise than pursuant to the provisions of clause 3 above - including the Account management service and other Services offered on the Website or in the Application - in particular in case of doubts as to the correctness or completeness of the data provided by the Transport Provider - and if:
- the Service Provider suspects that such Transport Provider violates the Regulations, applicable laws or the rules of public decency;
- the Transport Provider undertakes actions aimed at concluding a Transport Contract outside the Website or Application;
- undertakes actions aimed at avoiding accrual of the Commission;
- if the Transport Provider's actions or omissions have an adverse effect on the Service Provider's reputation or otherwise harm the Service Provider;
- when the Transport Provider's actions or omissions endanger the safety of other Users, the Website or the Service Provider;
- if the Service Provider receives a complaint about the Transport Provider's activities or if the Service Provider otherwise has doubts as to the compliance of the Transport Provider's activities with the specifics of the Website or Application, the law and the rules of public decency;
- in case the number of cancelled transactions in the last 2 months exceeded 20%.
- if the User is in arrears with any payment due to the Service Provider.
- Restriction (including blocking) of the provision of Services as well as termination of the contract for the provision of Services (including the Account) shall be in accordance with applicable law, including the Regulations.
- During the time of limiting (including blocking) provision of the Services, the Transport Provider may not participate in the Quoting Mode or in the Quick Deal Mode.
XII. INTELLECTUAL PROPERTY RIGHTS
- Upon conclusion of a contract for the provision of Application Services, the Service Provider shall grant the Transport Provider a licence to use the Application and, in case of the Top Transporter designation, the Service Provider shall grant the Transport Provider a licence for the Top Transporter plugin at that time. For the Clicktrans plugin, the licence is granted upon its download from the Site. The licence is non-exclusive, non-transferable and territorially unlimited. The licence is free of charge.
- A licence is granted for an indefinite period, however, not longer than the term of the contract for the use of the Application and Application Services. For the Top Transporter plugin, it is granted for the duration of the Top Transporter designation, and in the case of the Clicktrans plugin, it is valid until it is removed by the Transport Provider.
- The licence authorises the User to use the Application on Mobile Devices without the right to sublicense, in the following fields of exploitation:
The licence for the Top Transporter plugin and the Clicktrans plugin authorises use of the plugin on the Transport Provider's website without the right to sublicense in the following fields of exploitation:
- entering into the memory (including RAM) of a Mobile Device,
- recording in the memory of a Mobile Device and displaying it on such Mobile Device,
- temporary reproduction in the memory of a Mobile Device, necessary to use the Application,
- adjustment of the Application necessary to use it on a Mobile Device (hardware and software configuration).
A Transport Provider's breach of the licence conditions shall entitle Service Provider to terminate the Contract for the provision of Application Services or Clicktrans plug-in with immediate effect, subject to the provisions of Section XI.
A Transport Provider's breach of the terms of licence shall entitle the Service Provider to remove the Top Transporter designation from the Transport Provider and to terminate the Top Transporter plugin licence with immediate effect.
With regard to the content added by Transport Providers on the Website and in the Application, and the licence for it, the Transport Provider shall be bound by the provisions of the "Clicktrans Website Regulations for Users".
- entering into computer memory and the Internet, i.e. the Transport Provider's website,
- recording it in computer memory and displaying on Transport Provider's website,
- temporary multiplication necessary to use the Top Transporter plugin or the Clicktrans plugin,
- adaptation of the Top Transporter plugin or Clicktrans plugin necessary to launch and use it on the Transport Provider's website (hardware and software configuration).
XIII. COMPLAINTS, INTERNAL COMPLAINT HANDLING SYSTEM
- The Transport Provider may submit complaints on the terms listed in section XII item 6 to 9 of "Regulations of Clicktrans website" subject to the exceptions noted in this section.
- The Transport Provider should submit any complaints regarding charging the Commission within 30 days from the day of its charging.
- Complaints regarding issued invoices and monthly settlement of Commission due to the Service Provider must be made no later than 30 days upon receipt of the invoice in the Account by the Transport Provider.
- Pursuant to the provisions of the Regulation, the Service Provider shall ensure the functioning of an internal complaint handling system within the scope of:
Complaints referred to in subsection 4 above should be reported to the Service Provider's e-mail address.
- the Service Provider's alleged failure to comply with the obligations set forth in the Regulation, which affect the Transport Provider;
- technological issues related to the Service Provider's provision of the Services, which affect the Transport Provider;
- the measures applied by the Service Provider or its conduct that relate directly to its provision of the Services, which affect the Transport Provider.
XIV. PROTECTION OF PERSONAL DATA
- The Transport Provider is an independent administrator of the Ordering Parties' personal data and should process them in accordance with the regulations in force in this regard, in particular the GDPR.
- The Service Provider shall have access to all categories of personal data which Users provide for the purpose of using Services, or which are generated as a result of the provision of these Services. The access rights of persons authorised to process personal data by the Service Provider are exercised on a need-to-know basis.
- Transport Providers have the right to access all categories of personal data provided in connection with the use of the Services or generated as a result of the provision of the Services, pursuant to Article 15 of Regulation (EU) 2016/679 of the European Parliament and of the Council (the GDPR). The Transport Provider has the right to receive its personal data that it has provided on the Website in a structured, commonly used machine-readable format, pursuant to Article 20 of the GDPR. In addition, the Transport Provider shall have access to the personal data of the Principals, for whom it has provided Transport Services or, respectively, to the data of the Transport Providers who performed Transport Services for it, when it exercised its rights as a Principal. The Transport Provider shall have access to these data in the Account history.
- By default, Users only have access to pseudonymised data of other Users prior to entering into a Transport Contract.
XV. FINAL PROVISIONS
- These Regulations are made continuously and freely available by Clicktrans on the Website, in a way which enables Users to acquire, reproduce and record their content by printing or saving it on a Transport Provider at any time using the IT system operated by the User.
- No part of these Terms and Conditions may be reproduced or published without the written consent of the Service Provider.
- These Regulations may also have language versions other than the Polish version. However, the Polish version shall be binding in terms of interpretation.
- Unless otherwise stipulated by mandatory provisions of law, any disputes arising under these Regulations shall be governed by the laws of Poland. If an Entrepreneur is a party to a contract, any disputes arising under these Regulations shall be resolved before a common court with jurisdiction over the Service Provider's registered office.
- The content of these Terms of Service is subject to change. The Transport Provider will be informed about changes by sending an e-mail to the e-mail address provided by the Transport Provider. The effective date of the amendments will not be shorter than 15 days from the date of their announcement. If the Transport Provider does not accept the new content of the Regulations, it shall notify the Service Provider of the fact in an e-mail sent to the e-mail address indicated in section I of these Regulations within 15 days from receiving information on the change of the Regulations. A failure to accept shall result in termination of the contract to provide Services on the Website.
- The Service Provider may also introduce changes to the Regulations for Users who have an Account for review and acceptance when logging into the User Account. If a User does not accept the changes to the Regulations, the Contract for the provision of the Service of maintaining an Account shall be terminated after the lapse of 15 days from such refusal, unless the User has made an acceptance within this time. In such situation, the amended provisions of the Regulations shall be binding for the User from the date of their acceptance.
- Pursuant to the Regulations, the Service Provider may amend the Regulations without observing the time limit referred to in subsection 4 above with immediate effect if:
- it is subject to a legal or regulatory obligation under which it is required to amend the Regulations in a manner that prevents it from complying with the aforementioned 15-day notification period;
- it must amend the Regulations by way of an exception to address an unforeseen and imminent threat, to protect the Online Intermediary Services, to protect the Users from fraud, malware, spam, data breaches, or other cyber security threats.
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