Draft Terms and Conditions

Effective date: [DATE]
Last updated: [DATE]

These Terms and Conditions govern access to and use of the StataChain website and marketplace operated by [FULL LEGAL COMPANY NAME], carrying on business as StataChain (“StataChain,” “we,” “us” or “our”).

By creating an account, posting capacity, submitting a capacity request or otherwise using StataChain, you agree to these Terms and Conditions and acknowledge our Privacy Policy.

1. Business use only

StataChain is intended exclusively for businesses and individuals acting for business purposes.

You represent that:

you are at least 18 years old;
the information you provide is accurate;
you have authority to act for the company identified in your account; and
you have authority to accept these Terms on that company’s behalf.

2. Definitions

A “Capacity Provider” is a vessel owner, operator, charterer, agent or other business authorized to advertise vessel capacity.

A “Cargo Customer” is a buyer, seller, cargo owner or other business seeking transportation capacity.

A “Listing” is information posted by a Capacity Provider concerning potentially available vessel capacity.

A “Freight Contract” means the charter party, booking note, contract of affreightment or other transportation agreement entered into directly between a Cargo Customer and a Capacity Provider or identified carrier.

3. StataChain’s role

StataChain provides an online marketplace through which Capacity Providers may advertise available capacity and Cargo Customers may submit requests.

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 transport documents;
does not guarantee that listed capacity remains available;
does not confirm freight bookings on behalf of either party; and
is not a party to the Freight Contract.

StataChain is not the carrier, contracting carrier or merchant of record for the underlying freight service.

4. No agency

StataChain acts as an independent marketplace and facilitation-service provider.

StataChain has no authority to:

bind a Capacity Provider or Cargo Customer;
sign a Freight Contract on another party’s behalf;
accept cargo;
guarantee vessel performance;
change another party’s commercial terms; or
receive freight payments on behalf of a Capacity Provider.

No user may represent that StataChain is its agent, partner, employee or joint venturer.

5. Accounts

You are responsible for:

keeping your account information accurate;
protecting your login credentials;
restricting access to your account;
promptly notifying StataChain of unauthorized access; and
all activity conducted through your account.

StataChain may require identity, authority, corporate, tax or compliance information before activating or continuing an account.

6. Capacity Providers

Capacity Providers must also accept the StataChain Capacity Provider Agreement before posting capacity.

Each Capacity Provider represents that it:

owns, operates, charters or is otherwise authorized to offer the listed capacity;
will identify the actual contracting carrier;
will maintain accurate and current listings;
will promptly remove unavailable capacity; and
will comply with applicable maritime, trade, sanctions, tax and insurance requirements.

7. Listings

Listings are provided by Capacity Providers and are not independently guaranteed by StataChain.

A Listing is an invitation to submit a request. It is not a binding freight offer, confirmed reservation or guarantee of carriage.

Users must independently verify all important information, including:

vessel identity and specifications;
authority to offer capacity;
available capacity;
cargo suitability;
ports and route;
departure dates;
rates and currency;
insurance;
sanctions status; and
contractual terms.

8. Capacity requests and booking confirmation

A capacity request submitted through StataChain is not a confirmed booking.

A booking becomes effective only when:

the Capacity Provider approves the request;
the parties agree on all commercial and operational terms; and
the Cargo Customer and Capacity Provider or carrier enter into a Freight Contract.

StataChain may transmit information and assist with administration, but only the Capacity Provider or identified carrier may confirm acceptance of the freight booking.

9. Freight contracts and payments

The Capacity Provider or identified carrier is solely responsible for:

preparing the Freight Contract;
issuing the freight invoice;
supplying its banking or payment instructions;
collecting freight charges;
issuing freight receipts or credits;
performing the transportation; and
handling cargo, delay, demurrage, detention, cancellation and freight-payment disputes.

The Cargo Customer pays freight charges directly to the Capacity Provider or carrier.

StataChain does not collect, hold, transfer or distribute freight payments.

10. StataChain facilitation fee

StataChain may separately charge a marketplace introduction or facilitation fee.

Before payment is requested, StataChain will disclose:

the fee amount;
currency;
applicable tax;
payment deadline;
payment method; and
applicable refund conditions.

StataChain issues its own invoice for this fee. The fee is separate from the freight charge and is consideration only for StataChain’s marketplace and facilitation services.

Unless a fee quote or invoice states otherwise:

no fee is earned if the Capacity Provider rejects the request and no Freight Contract is concluded;
duplicate or erroneous payments will be refunded; and
once the Freight Contract is concluded and StataChain’s introduction has been completed, the facilitation fee is earned and non-refundable, except where required by law.

11. Taxes and platform reporting

Each user remains responsible for its own income taxes, sales taxes, customs duties, freight taxes, filings and professional advice.

Where required by law, StataChain may:

collect legal, address, tax-residence and tax-identification information from Capacity Providers;
verify that information;
collect information about completed transactions, amounts and currencies;
report required information to the Canada Revenue Agency or another competent authority; and
provide Capacity Providers with copies of information reported about them.

Cargo Customers who only purchase services are not ordinarily reported under Canada’s digital-platform reporting rules, while reportable providers may be subject to identification and transaction reporting.

12. Payment confirmation

Capacity Providers must provide accurate confirmation of completed StataChain bookings, including:

Booking ID;
final freight amount;
currency;
payment date;
refunds or cancellations; and
whether the required freight payment was received.

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

13. Prohibited activity

You must not:

provide false or misleading information;
list capacity without authority;
impersonate another person or business;
use StataChain for unlawful or prohibited cargo;
violate sanctions, export controls or anti-bribery laws;
upload malware or interfere with the website;
collect or misuse another user’s information;
use StataChain for fraud or money laundering; or
knowingly structure a StataChain-introduced transaction primarily to avoid a disclosed StataChain fee.

14. Communications

StataChain may send account, security, booking, invoice, legal and transaction-related messages necessary to provide the service.

Promotional or marketing messages will be handled separately and subject to applicable consent and unsubscribe requirements.

15. User content

You retain ownership of information you submit.

You grant StataChain a non-exclusive licence to host, reproduce, format and display submitted information as reasonably necessary to operate the marketplace and process transactions.

You represent that you have the right to submit that information and that it is accurate and lawful.

16. Confidentiality

Users must protect non-public commercial, technical, pricing and contact information received through StataChain.

Information may be used only to evaluate, negotiate, perform or administer a legitimate StataChain-related transaction, unless the information owner agrees otherwise.

17. No warranties

StataChain is provided on an “as available” basis.

To the extent permitted by law, StataChain does not guarantee:

uninterrupted access;
the accuracy of Listings;
the identity or reliability of users;
vessel availability;
successful matching;
payment by another party;
performance of a Freight Contract; or
the suitability of any vessel, cargo, route or commercial term.

18. Freight disputes

Disputes concerning transportation, cargo loss or damage, delay, seaworthiness, loading, discharge, demurrage, detention, freight charges or refunds must be resolved directly between the parties to the Freight Contract.

StataChain may provide records or assist with communication but does not decide or pay freight claims.

19. Limitation of liability

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

the conduct of another user;
inaccurate Listings;
cargo loss, damage or delay;
vessel unavailability;
lost profits or business opportunities;
indirect, incidental, special or consequential losses; or
performance or breach of a Freight Contract.

StataChain’s total liability relating to a particular transaction will not exceed the greater of:

the StataChain fee actually paid for that transaction; and
CA$1,000.

This limitation does not apply to liability that cannot lawfully be excluded.

20. Indemnification

You will indemnify StataChain and its directors, officers and personnel against third-party claims, losses and reasonable costs arising from:

your breach of these Terms;
information you submit;
your Freight Contract;
your cargo, vessel or transportation activities;
your violation of law; or
your infringement of another party’s rights.

21. Suspension and termination

StataChain may suspend or terminate an account or remove a Listing where it reasonably believes:

information is inaccurate;
capacity is unauthorized;
verification has not been completed;
users or the platform may be at risk; or
these Terms have been breached.

You may stop using StataChain at any time. Obligations concerning payments, confidentiality, reporting, liability and completed transactions survive termination.

22. Changes

StataChain may update these Terms by posting a revised version and effective date.

Where changes are material, StataChain may provide notice or require renewed acceptance before further use.

23. Governing law

These Terms are 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.

24. Electronic acceptance

Clicking an acceptance checkbox, creating an account, posting capacity or submitting a capacity request constitutes electronic acceptance of these Terms.

Nova Scotia recognizes electronic transactions and electronic signatures when parties choose to transact electronically.

25. Contact

[FULL LEGAL COMPANY NAME]
[BUSINESS ADDRESS]
[EMAIL ADDRESS]
[TELEPHONE NUMBER]