cinvio terms and conditions for cinvio users

Please read these terms of service (“terms and conditions” or “terms”) carefully as they form a contract between you and cinvio.
Subject to section 5 below, for the purposes of these terms, “you” means your organisation as identified during the registration process with cinvio while “we”, “our” and “cinvio” all refer to cinvio BV and all its subsidiaries.

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The Dutch text takes precedence over the English text.​

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1. Description of cinvio services
   cinvio provides a platform that facilitates trade between you, as the user, and the connected logistics service providers that offer their services via our platform (“cinvio partners”). In particular, under these conditions, cinvio offers you access to a platform that allows you to easily order, purchase, pay and administer these services. Every order will be concluded according to the following conditions that govern the commercial relations between you and cinvio. These general conditions do not detract from the regulations and customs of the local port authorities and logistic regulations.
    

2. Role of cinvio in your transactions with cinvio partners 
   All communications or representations, whether verbal or written, made with regard to the logistics services are solely between you and the cinvio partners. cinvio does not make representations or grant warranties on behalf of the cinvio partners. Accordingly, cinvio does not accept any liability for the operational execution of logistics services you purchase through our platform. Similarly, cinvio accepts no liability for transactions that are completed, but which are disputed or reversed at a later stage on the basis of the agreement between you and the service provider. Upon purchasing the services through cinvio’s platform, you are deemed to have accepted the service provider’s contractual terms and conditions.
    

3. User conditions
   We only offer our services to legal entities (that is, organisations with legal personality) that have registered on the cinvio platform pursuant to the procedure described in section 5 below.
    

4. Fees
   Our services are free-of-charge for you, as a user. The costs of the cinvio services are borne by the cinvio partners.
    

5. Registration with cinvio 
   To be able to purchase logistics services from cinvio partners through our platform, you must have an account with us. You (that is, for the remainder of this section 5, “you” as “first user”, the natural person representing your organisation for the purposes of registering with cinvio) can create an account by submitting the online registration form that is available here (link embedded).
   
   Per company only one cinvio account is allowed. During the registration process you need to choose the currency of your account. A cinvio account can hold only one currency. The chosen currency cannot be changed afterwards.
   
   You will be asked to provide certain information about you and your organisation as part of the registration process, including the name of your organisation, its registered office address, its registration/VAT/GST number as well as your name and your email address. Upon your submission of all required information, we will verify the legal status of your organisation. After cinvio has approved your application, you will receive an email with the request to complete the registration and set your password. Your email address will serve as your user ID.
   
   As first user, you represent that (i) you are capable of entering into this agreement on behalf of your organisation, and that (ii) all information you are providing to cinvio as part of the registration process is complete and truthful. You also guarantee that you will keep the information registered with us up to date.
   
   cinvio grants the Payment Service Providers a right of access to the transaction information relating to transactions on the platform.
   
   To the extent necessary, cinvio shall inform you by or through the platform of such transaction information sharing and shall obtain all consents required by law, with respect to the sharing of your transaction information with the Payment Service Providers. cinvio shall not transfer any transaction information to Payment Service Providers if the required consents have not been obtained.
    

6. Authorised users
   You can allow authorised users within your organisation, including the first user mentioned in section 5 above, to access your cinvio account in compliance with these terms and solely for your benefit. The first user can add authorised users in the cinvio account interface. You will be fully liable for any use of our services by your authorised users.
    

7. Funding your cinvio account
   You can only pay for services of cinvio partners with your cinvio account, if you have vouchers in that account. To fund your cinvio account, an authorised user must purchase cinvio vouchers and transfer the funds to cinvio’s safeguarding account (as defined in the following paragraph of this section).
   
   cinvio vouchers:
   - are subject to specific regulations and characteristics.
   - are classified as multi-purpose (MPVs), being subject to VAT at the time of redemption.
   - have a validity period of 24 months.
   - are non-transferable.
   - are (partly) redeemable, as further specified in these terms and conditions, but in no circumstance redeemable after expiration period of 24 months.
   - can only be used for purchases within the cinvio platform for the limited services of our limited network of cinvio partners.
   
   cinvio works with several Payment Service Providers who offer multiple payment methods to fund your cinvio account in real time (‘pay now’) or later in time (‘pay later’).
   
   Depending on the payment method you use, an administration fee may be applied. If this is the case, it will be clearly displayed before initiating the payment.
   
   The balance in your cinvio account represents the value of vouchers purchased less the value of services purchased from cinvio partners. cinvio will at all times hold the equivalent amount of that balance on the account it opened in its name with a credit institution and that is dedicated to safeguarding user funds (“cinvio’s safeguarding account”).
   In the event of a dispute related to the purchase of a voucher, you must notify us within 48 hours of the transaction date. We will investigate the issue and provide a resolution within 24 hours. During the investigation period, your cinvio account will be temporarily frozen until the matter is resolved. In case we don’t come to an agreement to resolve the dispute, the voucher will be cancelled and if the funds were already transferred to cinvio’s safeguarding account, the purchase amount will be reimbursed.
   Both parties agree to act in good faith to resolve the dispute amicably.
   
   In case you do not (re)pay the amount(s) of the ‘pay later’ payment method when this (these) amount(s) fall due and there is still an amount credited to your benefit in the cinvio’s safeguarding account (reflecting your unused Vouchers), cinvio acknowledges and agrees that such credit amount shall be used for the repayment towards the ‘pay later’ facilitator.
    

8. Reimbursement from your cinvio account
   The remaining value of vouchers in your account can be reimbursed by formal request in accordance to section 18. The amount will be transferred in the base currency of your cinvio account to your company bank account minus an administration fee of 50 euro excl. VAT/GST.
   
   A reimbursement will only take place if there are no open debts to the Payment Service Providers. Without any exception, the open debt to the Payment Service Providers needs to be paid off, before a reimbursement can be made.
   
   cinvio vouchers have a validity period of 24 months, after this date no reimbursement can be made anymore. 
    

9. Purchasing services using your cinvio account
   To purchase a service using your cinvio account, you give permission to use vouchers in your cinvio account in exchange for service at the agreed purchase price, and you give cinvio permission to carry out that instruction.
    

10. Refusal to execute a payment instruction
    We will refuse to execute a purchase instruction if there are not sufficient vouchers in your cinvio account.
     

11. Closing your cinvio account
    You may close your cinvio account by a formal request in accordance with section 18. You will no longer be able to access your cinvio account after closing it. The remaining value of vouchers in your account will be transferred in the base currency of your cinvio account to your company bank account minus an administration fee of 50 euro excl. VAT/GST.
    
    The remaining value of vouchers in your account will only be transferred, if there are no open debts to the Payment Service Providers. Without any exception, the open debt to the Payment Service Providers needs to be paid off, before a transfer can be made.
     

12. Security and fraud measures
    Authorised users should take reasonable steps to prevent their cinvio account and their accounts with cinvio partners from being misused. They must maintain adequate security of all devices, IDs, passwords and codes they use to access those accounts. They must immediately notify us in accordance with section 18 below if they become aware of, or suspect, any loss, theft or misuse of those accounts and/or related passwords. Pursuant to section 13 below, you are responsible for damage or loss arising from the loss, theft or misuse of the cinvio account and/or related passwords until cinvio is made aware of it. The same goes for damage or loss arising from the loss, theft or misuse of your accounts with cinvio partners to the extent the damage or loss ensues from a purchase instruction provided from those accounts.
     

13. Acceptable use
    Authorised users must not use our services to harm others or the services. They shall solely use the services in the manner and for the purpose expressly permitted by these terms.
     

14. Account suspension
    We may suspend your access to, or use of, our services for (i) the actual or suspected violation of these terms, (ii) the use of the services in a manner that may cause cinvio to incur legal liability or disrupt others’ use of the services, (iii) the suspicion or detection of any malicious code, virus or other harmful code by you or in your account, (iv) the use of excessive storage capacity or bandwidth, (v) objectively justified reasons related to the security of the cinvio account, (vi) the suspicion or detection of unauthorised or fraudulent use of your cinvio account, (vii) scheduled downtime and recurring downtime, or (viii) unplanned technical problems and outages.
    
    We will inform you of the account suspension and of the reasons for it pursuant to section 18 below. We will do so before the account is suspended, if possible, and at the latest immediately after that. We will, however, not inform you, if that would be justified by objectively justified security considerations. We will unblock your cinvio account as soon as the reasons for its suspension no longer exist.
     

15. Liability
    The cinvio partners perform the logistics services as subcontractors for cinvio on the cinvio partner’s own premisses. When you purchase logistics services through the cinvio platform, you also agree with the terms and conditions of the particular cinvio partners and its premisses (i.e. terminal, container yard, warehouse for example).
    
    cinvio only accepts liability for transactions that are completed.
    However, all liabilities concerning the actual performance of the operations of the logistics services are contractually covered back-to-back with the respective cinvio partner.
    
    cinvio is not the provider of the logistics services. Any claim concerning the actual performance of the operations of the logistics services will need to be addressed to cinvio’s partners.
    
    Unless otherwise agreed in advance and in writing, goods entrusted to cinvio’s partners shall be subject to the latter’s liability, including all legal, regulatory, contractual or general conditions applicable thereto and limitations thereof, which you accept.
    
    cinvio is only liable for the material damage and/or loss which is the direct consequence of its proven fault. Under no circumstances more than the actual damage will be compensated for. The liability of cinvio is limited to EUR 2 per kg of damaged or lost gross weight.
    
    The maximum liability shall in no case exceed EUR 25,000 per event or series of events caused by one and the same purchase.
    
    cinvio will rectify any incorrectly executed purchase provided that you notify us of the error without delay and in any event within 7 days following the value date of the debit/credit. We will rectify the transaction by the end of the business day following the day on which we become aware of the error or are notified of the error.
    
    cinvio will, however, not be liable for any additional damages that may arise due to the incorrectly executed purchase transaction unless in case of fraud or gross negligence on our behalf or on behalf of any of our developers or subcontractors. As long as we do not receive a notification from you pursuant to section 11 above, we will also not be liable for any unauthorised transactions resulting from the loss, theft or misuse of your cinvio account, your accounts with cinvio partners and/or related passwords, unless in case of fraud or gross negligence on our behalf or on behalf of any of our developers or subcontractors.
    
    cinvio has no extra-contractual liability and rejects any extra-contractual liability.
    
    cinvio cannot be obliged to perform any obligation under these terms if the performance is prevented due to force majeure. cinvio is not liable for any loss and/or damage due to force majeure. Force majeure shall mean any unforeseen event which is beyond the reasonable control of the Parties or any foreseeable occurrence the consequences of which may not reasonably be avoided that arises after the date of signature of this Agreement and which prevents performance of this Agreement, in whole or in part, by either party.
    
    In the event that our company files for bankruptcy, we will notify you as soon as practicable. You may file a claim for all unused vouchers on your cinvio account, in accordance with applicable bankruptcy laws and procedures. We will endeavour to communicate transparently throughout the process and work towards a resolution that is as fair and equitable as possible under the circumstances.
     

16. VAT indemnity statement for VAT exempt transactions
    You agree to provide the documentary evidence required to support and evidence the applicable VAT exemption (see below) in order to protect cinvio from any VAT liabilities directly resulting from the erroneous application of any VAT exemption in regards to international trade of goods (such as services directly linked to import/export/goods stored and/or transported under customs suspension, export supplies and intra-Community supplies, etc.) due to incorrect information or the non-, late or erroneous provision of the requested supporting documents.
    
    In case cinvio is requested for this by the tax authorities you agree to provide below mentioned documents:
    
    - For services (directly) linked to importation, export or goods stored and/or transported under customs suspension: set of mutually consistent (commercial) documents, such as transport documents, the purchase order, the customs declaration, etc.
    
    - For export supplies: the proof of transport (e.g. fully signed CMR documents or completed receipt / destination documents, carrier confirmation, bill of lading) and the validated final export document (to the extent this is not provided directly by the customs authorities or customs brokers to cinvio).
    
    - For  intra-Community supplies: the proof of transport (e.g. fully signed CMR documents or completed receipt / destination documents, carrier confirmation or bill of lading).
    
    You agree to retain all the above documentary evidence for a period of 7 years and provide said information within 8 working days at the request of cinvio.
    
    cinvio shall not be supposed to examine the correctness of the information given by You, nor the authenticity or regularity of the documents furnished by You. Such information shall be accepted in good faith.
    You agree to indemnify cinvio for any VAT liabilities (including penalties and late payment interests) incurred by cinvio due to non-compliance of your company with the abovementioned provisions.
     

17. Intellectual property
    You acknowledge that we exclusively own the service provided under this agreement. That includes, but is not limited to, the content of our websites, text, graphics, links, buttons, logos, and images, as well as all other patents, copyrights, trademarks, trade secrets, service marks, logos, and product and service names (the “intellectual property”). You agree not to display, use, copy, or modify the intellectual property in any manner. You further agree not to: (i) engage in or use any automated devices, data mining, robots, scraping or similar data gathering or extraction methods to access or use our service; (ii) modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the service, in whole or in part, except for information that you legally upload to the service; (iii) remove or alter any author, trademark or other proprietary notice or legend displayed on our websites or printed pages of those websites; or (iv) infringe cinvio’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy.
    
    The technology and software underlying the service or distributed in connection with the service are the property of cinvio, its affiliates and service providers, as applicable (the “software”). Under these terms, we grant you a non-transferable, non-sublicensable, and non-exclusive right and license to use the object code of any software on your device(s) solely in connection with the service, provided that you agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the software. Any rights not expressly granted in these terms are reserved by us.
     

18. Notifications and communications
    You acknowledge that we may send you communications regarding the cinvio services through your account, email or other means. Those communications include, but are not limited to (a) notices about your use of the services, including any notices concerning violations of use, (b) updates, including when a new cinvio partner joins our platform, and (c) payment confirmations. You can unsubscribe from some of these communications.
    
    Any notification required from you on the basis of these terms (see in particular sections 8, 11, 12, 14 and 19) shall take the form of an email to the following address: support@cinvio.com.
     

19. Changes to these terms
    We may make changes to these terms from time to time, in our discretion. We will communicate those changes to you in accordance with section 18 above. Your continued use of our services following the communication of any changes to these terms implies your acceptance of those changes. The latest version of the terms is available on our website at any time.
     

20. Term and termination
    These terms will remain in effect until your cinvio account is closed. Any authorised user can close your account at any time. We can close your account with immediate effect for breach of these terms.
    
    When your cinvio account is closed, these terms as well as your access to our services terminate immediately, except to the extent and for as long as we need to deal with the account closure and to comply with legal requirements. We may cancel any pending transactions.
     

21. Governing law and jurisdiction
    These terms are governed by and construed in accordance with the laws of Belgium. The courts of Antwerp (Malines) shall be competent to resolve on any dispute that may arise under this agreement.
     

22. Entire agreement
    These terms, together with our privacy policy, constitute the entire agreement between you and cinvio with respect to your use of our services. They supersede all previous communications and proposals (whether oral, written, or electronic) between you and cinvio with respect to the use of the services. By opening and using a cinvio account you agree to comply with these terms, including our privacy policy.
     

23. Transfer of rights
    You must not transfer or assign any of your rights or obligations under these terms to a third party without cinvio’s explicit consent. cinvio may transfer or assign this agreement or any right or obligation under this agreement to an affiliated entity at any time.
     

24. Waiver
    The failure of cinvio to exercise or enforce any right under these terms will not constitute a waiver of that right.
     

25. Severability
    If any part of these terms would be held invalid or unenforceable by a court of competent jurisdiction, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect.
     

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