1. StataChain’s role

StataChain operates a business-to-business marketplace that allows Capacity Providers to advertise available shipping capacity and receive requests from potential cargo customers.

StataChain:

• does not own or operate vessels;
• does not provide marine transportation;
• does not take possession of cargo;
• does not issue bills of lading or other transport documents;
• does not guarantee that a booking will be completed; and
• is not a party to the freight contract between the Capacity Provider and the cargo customer.

2. Independent businesses and no agency

The Capacity Provider operates as an independent business.

Neither party is the employee, partner, joint venturer or agent of the other. StataChain has no authority to bind the Capacity Provider, accept a booking on its behalf, sign contracts for it or alter its commercial terms.

The Capacity Provider must not represent that StataChain is the carrier, vessel operator or contracting party for any shipment.

3. Authority to list capacity

The Capacity Provider confirms that it:

• owns, operates, charters or is otherwise authorized to offer the listed capacity;
• has authority to provide the information contained in its listings;
• will identify the actual contracting carrier where it is not the carrier; and
• will not offer capacity without the necessary authority.

StataChain may request evidence of ownership, chartering authority, agency authority or corporate identity.

4. Accuracy of listings

The Capacity Provider must provide accurate and current information, including, where applicable:

• vessel name;
• route and ports;
• cargo restrictions;
• available capacity;
• expected departure dates;
• rate information; and
• material operational conditions.

The Capacity Provider must promptly update or remove capacity that is no longer available.

A listing is an invitation to submit a request and is not, by itself, a binding freight offer or confirmed booking.

5. Capacity requests and booking approval

A capacity request submitted through StataChain does not become binding until:

1. the Capacity Provider approves the request;
2. the parties agree on the commercial and operational terms; and
3. the Capacity Provider or contracting carrier enters into a separate freight contract with the cargo customer.

Only the Capacity Provider or contracting carrier may confirm the freight booking.

StataChain may transmit messages and information between the parties but cannot accept a booking on either party’s behalf.

6. Freight contract and transportation responsibilities

The freight contract must be entered into directly between the cargo customer and the Capacity Provider or identified contracting carrier.

The Capacity Provider or contracting carrier is solely responsible for:

• charter parties, booking notes and transportation agreements;
• bills of lading and shipping documents;
• vessel suitability and seaworthiness obligations;
• loading, carriage and discharge;
• freight invoicing and collection;
• cargo claims, delays, demurrage and detention;
• cancellations and freight refunds; and
• compliance with applicable maritime laws and regulations.

7. Payments and StataChain’s fee

The Capacity Provider must invoice and collect its freight charges directly from the cargo customer.

StataChain will not receive, hold, transfer or distribute the Capacity Provider’s freight money.

StataChain may separately invoice the cargo customer for StataChain’s marketplace introduction or facilitation services. The StataChain fee is separate from the freight charge and does not make StataChain a party to the freight contract.

The Capacity Provider must not include StataChain’s fee within its freight invoice unless StataChain has expressly agreed in writing.

8. Payment and transaction confirmation

For each completed StataChain booking, the Capacity Provider must provide reasonable confirmation of:

• the Booking ID;
• the final freight amount;
• the currency;
• the payment date;
• any refund or cancellation; and
• whether the required freight payment was received.

StataChain may use this information for transaction administration, accounting and legally required platform reporting.

9. Compliance and insurance

The Capacity Provider is responsible for maintaining all licences, registrations, certificates, vessel documentation and insurance required for its activities.

The Capacity Provider must not use StataChain for:

• unlawful or prohibited cargo;
• sanctioned transactions or parties;
• money laundering or terrorist financing;
• bribery or corruption;
• fraudulent or misleading documentation; or
• activity that violates export controls, customs rules or trade restrictions.

StataChain may request supporting compliance documentation and may suspend a listing while conducting a review.

10. Provider tax information

The Capacity Provider must provide accurate legal, business, address and tax-identification information reasonably requested by StataChain.

The Capacity Provider authorizes StataChain to collect, retain and report information where required by Canadian tax or digital-platform reporting laws.

The Capacity Provider remains responsible for its own income taxes, sales taxes, freight taxes and tax filings. StataChain does not calculate or pay taxes on the Capacity Provider’s behalf.

11. Claims and responsibility

The Capacity Provider is responsible for claims arising from:

• its listings;
• its vessel or operations;
• the freight contract;
• cargo loss, damage or delay;
• inaccurate or unauthorized information;
• freight-payment disputes; or
• its violation of law.

StataChain may help the parties communicate but does not investigate, decide or pay freight claims.

12. Indemnification

To the extent permitted by law, the Capacity Provider will indemnify StataChain and its directors, officers and employees against third-party claims, losses and reasonable costs arising from:

• an inaccurate or unauthorized listing;
• the Capacity Provider’s freight contract or transportation services;
• cargo loss, damage or delay;
• regulatory non-compliance; or
• breach of this Agreement.

13. Limitation of StataChain’s liability

To the maximum extent permitted by law, StataChain is not liable for:

• the conduct of another platform user;
• vessel unavailability;
• cargo loss or damage;
• delays or missed departures;
• lost profits or business opportunities; or
• indirect, incidental or consequential losses.

StataChain’s total liability relating to a transaction will not exceed the StataChain fee received for that transaction or CA$1,000, whichever is greater.

This clause does not exclude liability that cannot legally be excluded.

14. Suspension and termination

StataChain may suspend or remove a listing or Capacity Provider account where it reasonably believes that:

• the information is inaccurate;
• capacity is being offered without authority;
• another user may be at risk;
• required verification has not been provided; or
• this Agreement has been breached.

Either party may terminate participation by written notice. Clauses concerning payment, reporting, liability, indemnification and completed transactions survive termination.

15. Changes to this Agreement

StataChain may update this Agreement by publishing a revised version and effective date.

Material changes will be communicated to active Capacity Providers. StataChain may require renewed acceptance before additional capacity can be posted.

16. Governing law

This Agreement is governed by the laws of Nova Scotia and the federal laws of Canada applicable there.

Subject to any mandatory maritime jurisdiction rules, disputes involving StataChain will be submitted to the courts of Nova Scotia.

17. Electronic acceptance

Electronic acceptance has the same effect as signing this Agreement.

The Capacity Provider confirms that the person accepting this Agreement is authorized to bind the business identified in the Capacity Provider account.