This Agreement is applicable to and becomes part of all respective Statements of Work.
1.1 Affiliate: Any legal entity that directly or indirectly controls, is controlled by or is under common control with
another party; for these purposes, “control” means ownership of more than 50% of shares or being entitled to
appoint the board of directors of a legal entity
1.2 Carrier: A company that supplies services to the Shipper
1.3 Confidential Information: Non-public information in any form, including, but not limited to, trade secrets as
defined in the German Business Secrets Act (GeschGehG) or the Directive (EU) 2016/943 of the European
Parliament and of the Council on the protection of undisclosed know-how and business information (Trade
Secrets). Confidential information shall include in particular access data, data stored on the Platform, data
relating to other companies, orders and offers, trade and industrial secrets, processes and practices, business
relationships, intellectual property, digitally embodied information (data), financial or operational information,
price or product information or related documentation as well as any documents and information which are the
subject of technical and organizational confidentiality measures and which are marked as confidential or which,
by reason of the nature of the information or the circumstances in which it was supplied, are regarded as
1.4 Effective Date: Date when Shipper accepts this Agreement on the website
1.5 Platform: Web-based eLogistics solutions provided by SHIPSTA for commercial customers (Business to
1.6 Services: Services on the platform provided by SHIPSTA
1.7 Shipper: A company that commissions services from the Carriers and is subject to this Agreement, which sets
out the terms and conditions in connection with using the Platform.
1.8 Third Party: Any person or entity other than SHIPSTA or Shipper and their Affiliates
1.9 User: Any company or natural person using the Platform.
2.1 SHIPSTA offers with its Platform an e-logistics solution for Shippers and Carriers. Registered Shippers and
Carriers can use the Platform to exchange (tender) data and documents. The system can also be used to manage
prices and information and to support further processes.
2.2 SHIPSTA reserves the right to offer acceptable alternative technologies to the Users in the future.
3. Contractual Components and Contradictions
This Agreement constitutes the legal framework for the cooperation between SHIPSTA and the Shipper. This
Agreement including its exhibit(s) and the corresponding Service Description are valid side by side. They regulate
the contractual relationship between the Shipper and SHIPSTA conclusively. In case of doubt or contradiction,
the conditions of the respective Service Description shall prevail over the provisions of this Agreement.
4. Contract Conclusion and Registration
4.1 Shippers who wish to operate with the Platform must register online. The contractual relationship between
SHIPSTA and the Shipper concerning the use of the Platform shall become effective upon successful registration
and acceptance of this Agreement on the website. It is the Shipper’s responsibility to ensure that the e-mail
address provided during registration process is always up to date. The data provided during registration must be
complete and veridical. The Shipper is obliged to correct any changes to the data immediately. SHIPSTA reserves
the right to refuse registrations or to delete registrations in the event of misuse or incorrect data being provided.
4.2 Users undertake to protect their passwords and the data available on the Platform from unauthorized access
by Third Parties. If any User becomes aware of a security breach concerning the information stored on the
Platform, such as theft or unauthorized use of access data or the disclosure of company data (in particular, freight
orders, capacity offers or prices), or if any User believes such occurrences could be possible, the User shall notify
4.3 Each User is prohibited from accessing the system with another User’s ID or password. The User undertakes
to change his password regularly.
5. Rights of Use, New Releases and Maintenance
5.1 For the intended use of the Platform, the Shipper shall receive a limited, non-exclusive, non-transferable,
non-sublicensable right to access and use the Platform.
5.2 The Shipper may only use the Platform for its own business activities. If the Shipper is permitted to allow
Third Parties the usage of the Platform on its behalf, the Shipper shall ensure that these Third Parties have
previously been bound to the provisions set forth in this Agreement accordingly.
5.3 SHIPSTA may introduce new releases, versions, updates, upgrades and maintenance for the Platform.
SHIPSTA shall be entitled to make ongoing releases, version changes, updates or upgrades and maintenance work
in order to be able to offer further developments in a constantly up-to-date manner. However, the Shipper has
no right to demand such further developments. In this regard, SHIPSTA shall determine the following weekly
standard maintenance window: Sunday from 18:00 to 22:00 (CET). In addition, SHIPSTA reserves the right to use
additional emergency maintenance windows in case essential threats to Users occur.
5.4 As part of the continuous development and improvement of its Services, SHIPSTA processes transport,
analysis and activity related data, as well as data stating performance and benchmarking, in accordance with this
Agreement. The Shipper acknowledges that the processing is necessary for the performance of this Agreement
with regard to improving the Services. Therefore, SHIPSTA has a legitimate interest in such analysis in connection
with the Services.
SHIPSTA is entitled to use Shipper’s name and Shipper’s logo for reference purposes. Therefore, the Shipper
grants SHIPSTA a non-exclusive right to use its name and logo. The Shipper may revoke this consent towards
SHIPSTA at any time.
7. Contract Duration/Termination
7.1 The term of this Agreement depends on the service package selected by the Shipper. Details of the service
packages can be found on the ShipstaGO.com website. The term of the Agreement shall automatically extend
for one (1) year, unless either the Shipper or SHIPSTA has given notice of termination within due time.
7.2 The period of notice is three (3) months to the end of the automatic prolongation of the selected service
package. The Freemium Version may be terminated at any time without notice. The termination can be made
in text form or when the User is logged in under „Remove Account“.
7.3 The right to terminate this Agreement for cause remains unaffected. Upon termination, the right to use the
Platform as well as its associated modules ends. In the event of termination for cause, SHIPSTA reserves the
right to immediately block the Shipper’s access.
8.1 During the term of this Agreement, the Shipper and SHIPSTA shall not make any Confidential Information
available in any form to any Third Party, natural person or legal entity other than Shipper’s or SHIPSTA’s
employees, Affiliates, subcontractors or consultants with a need to know such Confidential Information. In this
case, the receiving party shall ensure that all such employees, Affiliates, subcontractors or consultants shall be
bound by confidentiality obligations offering no less than the same level of protection as stipulated in this
Agreement. Any unauthorized disclosure or use of Confidential Information by the receiving party’s employees,
Affiliates, subcontractors or consultants shall be deemed a breach of this Agreement by the receiving party. In
this case, the receiving party shall be liable to the disclosing party to the same extent as if the receiving party
committed such breach itself.
8.2 The Shipper and SHIPSTA shall apply the same care and secrecy to protect the Confidential Information from
circulation, publication or dissemination as it would apply to their own Confidential Information, which they
would not wish to be circulated, published or disseminated, and copy Confidential Information only to the extent
permitted in accordance with the purposes of this Agreement, including its exhibit(s), and to treat such copies
as also being confidential. In this regard, the Shipper and SHIPSTA shall employ reasonable security measures and
inform their employees and consultants of such and make them subject to corresponding obligations of
8.3 Confidential Information does not include information that
a. was known to the receiving party prior to its disclosure by the disclosing party
b. has become generally available to the public (other than through the receiving party)
c. is obtained by the receiving party from a Third Party under no obligation of confidentiality to the
8.4. The Shipper and SHIPSTA may disclose Confidential Information which is required according to applicable
law or governmental regulations, provided that the receiving party has previously notified the disclosing party
of such disclosure via e-mail in parallel with the written notice and has taken reasonable and lawful actions to
avoid and minimize the extent of the disclosure.
8.5. The provisions of this Clause 8 (Confidentiality) shall supersede and invalidate all other confidentiality and
non-disclosure agreements, whether stipulated in text, in written form or orally, which the Shipper and SHIPSTA
previously concluded. Furthermore, the provisions of Clause 8 (Confidentiality) shall survive the termination of
this Agreement and all other agreements, as the case may be, for a period of five (5) years from the date of
9. Conduct of Business
9.1 SHIPSTA provides the Platform for the exchange of information, data, documents and declarations of intent
between Shippers and Carriers. SHIPSTA does not act as a messenger of information, declarations of intent or
other legally relevant statements for Shippers and Carriers and does not enter into any contractual relationship
9.2 SHIPSTA assumes no obligation with regard to the provisions of contractually agreed services between
Shippers and Carriers or the rendering of consideration for such services.
9.3 SHIPSTA does not warrant that any offer will be matched by a corresponding demand or that a contract will
be concluded between the Users on the Platform.
9.4 SHIPSTA does not verify the accuracy, validity and admissibility of the provided information. Furthermore,
SHIPSTA is not responsible for links to external websites, including their content, provided by Users on the
Platform. In this context, SHIPSTA is not responsible for the accessibility, availability, advertising or products of
these external sites.
10. Deliverables and Intellectual Property Rights
10.1 All intellectual property rights acquired before the Effective Date belong to SHIPSTA and shall remain the
sole property of SHIPSTA.
10.2. Intellectual property created, acquired or developed in connection with this Agreement shall remain solely
with SHIPSTA. In case any such intellectual property will be created, acquired or developed together with the
Shipper, which is accessible and/or usable without any connection to the Platform, a separate agreement with
regard to intellectual property rights shall be made between the Shipper and SHIPSTA, taking the legitimate
interest of each party into account.
10.3. SHIPSTA hereby grants the Shipper rights of use to intellectual property associated with deliverables, as
defined in this Agreement with regard to content and term. All intellectual property rights related to deliverables
shall remain the sole property of SHIPSTA. A commercialization or imitation of SHIPSTA’s intellectual property
(particularly, by way of so-called “reverse-engineering”) as well as the registration of industrial other intellectual
property rights (particularly, trademarks, designs, patents or utility models) by the Shipper, its Affiliates or by
Third Parties are prohibited.
11. Payment Terms, Delay
11.1 Shipper’s fee depends on the conditions of the booked service package, which are specified in more detail
on the ShipstaGO.com website.
11.2 Invoice amounts, which are not automatically debited by SHIPSTA on Shipper’s bank account, shall be paid
without deduction to the indicated account no later than fourteen (14) days after the receipt. As long as the
Shipper does not object, invoices can also be issued and sent electronically in text form and without signature.
11.3 If the Shipper fails to pay the fees within due time or in its entirety, SHIPSTA may charge reminder fees as
well as default interest on the outstanding amount in accordance with the legally applicable interest rate.
11.4 If the Shipper is in default with any payment, SHIPSTA reserves the right to block the access of the Shipper
to the Platform. The Shipper shall be notified in advance within seven (7) days prior written notice or via e-mail.
The statutory rights arising from default delay and in particular, the right to termination for cause, shall not be
affected by the aforesaid provision.
12. System Security and Conduct on the Platform
12.1 The Shipper refrains from manipulating the Platform and the functionality contained therein, or from
introducing any material or data on the Platform which could damage or purloin other computer programs,
computer systems, data or information, as well as from overloading SHIPSTA’s or other User’s infrastructure
with large volumes of data not required for business purposes.
12.2 The Shipper undertakes to observe and comply with all applicable local, national and international laws,
regulations, provisions and duties that are relevant in connection with the use of the Platform.
12.3 The collection and tracking of any information or data with regard to other User’s activities, including for
employee monitoring purposes, is prohibited.
12.4 The Shipper acknowledges that the Platform is not intended for and may not be used for enabling illegal
agreements between competitors.
12.5 When transmitting or placing user content on the Platform, the Shipper shall ensure to observe all Third
Party rights in connection with the material.
12.6 The Shipper is prohibited from using the Platform for racist, discriminatory, pornographic, youth protection
endangering, politically extreme or other illegal purposes or purposes that violate governmental regulations or
requirements, or from creating and storing corresponding data and/or files on the Platform.
12.7 It is prohibited to use the document upload for any purpose other than defined in this Agreement. In
general, the Shipper may store any purpose-related file on the Platform, provided, it is authorized to do so,
regardless of file content and file format. However, this does not include damaged or illegally distributed or
possessed files. Any content that violates this Agreement, another agreement with SHIPSTA or applicable law,
shall be handled in accordance with Section 13.3 (Blocking of Access and Erasure of User Content). SHIPSTA
reserves all rights to claim against the Shipper regardless of the deletion of such files. The Shipper is obliged to
report any breaches immediately.
13. Blocking of Access and Erasure of User Content
13.1 SHIPSTA reserves the right to temporary block User’s access to the Platform or related Services or to
permanently exclude Users from the Platform in case of any infringement of the above provisions under Clause
11 (Payment Terms/Delay) and/or 12 (System Security and Conduct on the Platform). In making the decision to
any blocking and/or exclusion of Users, SHIPSTA shall take the Shipper’s legitimate interests to a reasonable extent
into account, particularly, whether there are indications that the Shipper is in no fault.
13.2 In case of any temporary blocking or permanent exclusion of a User, the User’s access right shall be blocked
and SHIPSTA shall give information via e-mail.
13.3 SHIPSTA reserves the right to object to any user content being placed on the Platform and to delete any
user content already existing, in case it infringes the provisions of Clause 12 (System Security and Conduct on
the Platform) considering SHIPSTA’s legitimate interest. Such legitimate interest shall exist, in particular, if the
proper operations on the Platform are endangered by the content being placed on the Platform, rights of Third
Parties or other Users are infringed and/or SHIPSTA is legally obliged to deletion.
13.4 Any further rights, such as those related to claiming damages and/or the rights to termination for cause, shall
not be affected by the aforementioned provision.
14. Data Protection and Data Security
14.1 SHIPSTA and the Shipper undertake to comply with all applicable laws and regulations on data protection
and/or the use and processing of personal data. Within the European Union, this includes, in particular,
compliance with the EU Regulation 2016/679 (General Data Protection Regulation, hereinafter „GDPR“). In this
context, the parties acknowledge that the transferring and processing of personal related data may be necessary
for the performance of this Agreement with regard to support, implementation, system introduction,
accounting, for legal purposes or otherwise. Such personal related data shall be processed lawfully in accordance
with Art. 6 para. 1 (b) or (f) GDPR.
14.2 The Shipper acknowledges that the personal data, which is necessary for the execution of this Agreement,
may not be used for any performance monitoring purposes of data subjects (employees), and may only be used
to the extent necessary by mandatory law, collective agreements or employment contracts.
14.3 In general, SHIPSTA determines the purposes and means of the processing of such personal data within the
scope of Services under this Agreement and therefore acts as an independent controller. Certain Services may
involve the processing of personal data on behalf of and in accordance with the Shipper’s instructions by
SHIPSTA. In case the Shipper orders these Services, the parties shall enter into a Data Processing Agreement in
accordance with the provisions of Art. 28 GDPR.
14.4 The Shipper is responsible for data minimization on the Platform in accordance with Art. 5 lit. c GDPR and
is solely responsible for ensuring the deletion of such user data. SHIPSTA shall ensure the deletion of routinely
made backup copies at regular intervals within thirty (30) days, unless otherwise agreed with the Shipper. Upon
termination of this Agreement, SHIPSTA shall delete personal related data concerning Shipper’s employees and
representatives upon expiration of the relevant statutory retention periods (e. g. for accounting documents), at
14.5 With the exception of Services ordered by the Shipper for countries outside the European Union or the
European Economic Area, SHIPSTA processes personal related data, whether provided directly or indirectly,
solely in Germany, another member state of the European Union or a country belonging to the European
14.6 Either party shall immediately inform the other party about any audits, investigations or other measures
taken by the competent authorities, insofar as such measures relate to the processing of personal related data
provided by the Shipper. To the extent possible, the parties shall inform each other about the answering of any
inquiries received from the authorities or the disclosure of information relating to the processing of personal
related data under this Agreement. Each party shall provide all available information and reasonable assistance
to enable the other party to comply with all applicable laws in the respective jurisdiction with regard to data
15.1 The Shipper is aware that SHIPSTA has not created and/or checked the user content transmitted via the
Platform. Therefore, SHIPSTA shall not be liable for such user content, neither for its lawfulness, completeness,
accuracy or currency, nor that it is free from copyright or other Third Party rights. Any liability in accordance with
§§ 7 et seq. Telemedia Act (“TMG”) remains unaffected by the aforementioned limitation of liability.
15.2 SHIPSTA shall be liable in case of fraudulent, intent or gross negligence with regard to all damages caused
by SHIPSTA and/or its agents in accordance with the provisions of applicable law. The same applies to any
damages resulting from a breach of guarantee or damage to life, body or health injury. In the event of slight
negligence (“leichte Fahrlässigkeit”), SHIPSTA’s liability shall be limited to breaches of material contractual
obligations (“Kardinalpflichten”), meaning contractual obligations fulfillment which is essential for the proper
performance of this Agreement and in compliance with the provisions the Shipper regularly relies on or may rely
on. SHIPSTA’s liability is limited to the compensation of the contract-typical and foreseeable damage.
15.3 Any strict liability of SHIPSTA for defects pursuant to § 536 a Civil Code (BGB) is hereby excluded. Section 2
sentences 1 and 2 of this Clause 15 (Liability) shall not be affected hereby.
15.4 Any liability in accordance with the Product Liability Act (Produkthaftungsgesetz) shall not be affected by the
above limitations of liability.
15.5 Liability for loss of data – except in cases expressly agreed to the contrary – shall be limited to the normal
recovery expenses which would result in the event of regular appropriate backup copies being made by the
16. Warranty and Availability
16.1 Product description or system specification shall not be deemed guaranteed, unless separately and explicitly
agreed in writing.
16.2 Disruptions concerning the availability of the Platform for maintenance work are standard and necessary.
The maintenance windows of the Platform, as described in Section 6.3 (Rights of Use, New Releases and
Maintenance), may be supplemented by maintenance windows of involved Third Party providers. SHIPSTA does
not warrant that the Platform and related Services will function without any interruptions and/or will be
available and completely free of errors at all times.
16.3 The Shipper shall inform SHIPSTA immediately of any non-availability of the Platform in such manner, that
the error is reproducible for SHIPSTA. Furthermore, the Shipper will provide all necessary details and technical
information to allow SHIPSTA to identify and rectify the cause. Any notification of non-availability will be subject
to prior verification by the Shipper of whether there is fault on Shipper’s side for the non-availability (e. g.
availability of Internet connection or similar).
16.4 In case of any software defects, the Shipper shall notify SHIPSTA in writing with a comprehensible and
detailed description of the defects and, as far as possible, provide evidences by written recordings, hard copies
or other documents demonstrating the defects.
16.5 SHIPSTA accepts no warranty for connections to any systems of the Shipper not being provided by
SHIPSTA. A functional impairment resulting from hardware defects, environmental conditions, wrong
operation, defective information, data or other circumstances originating from Shipper’s sphere of risk does
not constitute a defect. SHIPSTA may refuse to remedy defects until the Shipper has paid the agreed fees to
SHIPSTA less the amount that corresponds to the economic value of the defect. Furthermore, in case of
unauthorized modifications in any connection with the Platform, either by the Shipper or any Third Party acting
on its behalf, all warranty claims are excluded.
16.6 SHIPSTA gives no warranty as to the results of the use on the Platform, the correctness, quality, identity
and reliability of a User, the content or any information obtained via the Platform on the basis of the data
entered by the Users. Any errors concerning the data content is not being corrected by the system.
16.7 The Shipper is responsible for any loss of data or damages in its systems arising from downloading or using
unexamined harmful data via the Platform.
17.1 The Shipper and SHIPSTA are committed to fully comply with all applicable laws, regulations, rules and
standards and shall commit their employees to the same extent.
17.2 The Shipper undertakes to comply with all applicable anti-corruption regulations in connection with the
execution of this Agreement. The Shipper shall not provide, offer, promise or authorize the payment of any
money, fee, commission, remuneration or any other valuable item to or for the benefit of any government official
in order to influence an act or decision in violation of his or her lawful duty and applicable law for the purpose of
obtaining or securing an improper advantage or creating a conflict of interest. The Shipper will inform SHIPSTA
immediately in the event of knowledge or suspicion of corruption cases that are in relation to this Agreement.
17.3 When using the Platform, the Shipper shall refrain from any practices relating to corruption, bribery or fraud
and may not, either directly or indirectly, e. g. through intermediaries, offer, promise, demand or accept any
improper personal, financial or other advantages that has the ability to
a. influence decision-making,
b. create a conflict of interest, or
c. intentionally mislead or deceive other Users, its directors, officers, employees, consultants or agents
or to deprive them of any statutory right.
18.1 If Third Parties or other Users incur damages in connection with Shipper’s use of the Platform, the Shipper
will indemnify SHIPSTA against claims for damages by such other Third Parties or Users. In this event, SHIPSTA
shall inform the Shipper within reasonable time in writing and with an e-mail notification of such claim in parallel.
18.2 SHIPSTA will indemnify the Shipper from claims of Third Parties arising from the infringement of their
intellectual property rights which resulted through the use of the Services by the Shipper to the extent set out in
Clause 15 (Liability). Shipper will give SHIPSTA prompt written notice in parallel with an e-mail notification of
such claim. Shipper shall also provide information, reasonable assistance and give the sole authority to SHIPSTA
to defend or settle such claim. Furthermore, SHIPSTA may, at its option and reasonable discretion
a. obtain the right for the Shipper to continue using the Services, or
b. replace or modify the Services so that they become non-infringing, or
c. cease to provide the Services and reimburse the Shipper for fees already paid.
18.3 If the Shipper resolves the dispute with a Third Party without SHIPSTA’s prior written consent, SHIPSTA is
not obliged to indemnify the Shipper in accordance with the provisions of this Clause 18 (Indemnification) Section
18.2. Notwithstanding the foregoing, SHIPSTA will have no obligation to indemnify the Shipper if the infringement
is based on any unauthorized modification of the Services and/or the Platform by the Shipper or a Third Party on
Shipper’s behalf or the usage of the Services and/or the Platform in combination with any hardware, software or
material not consented to by SHIPSTA, unless the Shipper proves that such modification or usage had no
influence on the asserted claims for infringement.
19. Severability Clause
If any provision of this Agreement should be or become wholly or partially void, ineffective or unenforceable, the
validity, effectiveness and enforceability of the other provisions of this Agreement shall not be affected thereby.
In case of a void, ineffective or unenforceable provision, Shipper and SHIPSTA undertake to replace the void,
ineffective or unenforceable provision by a provision that comes closest to the economic purpose. The foregoing
shall apply mutatis mutandis if, upon conclusion of this Agreement, a necessary regulation has been omitted.
The Shipper is not entitled to assign any of the rights and obligations of this Agreement without SHIPSTA’s prior
21.1 The Shipper shall make all legally relevant declarations in connection with this Agreement in text form.
SHIPSTA shall also send such declarations in text form to the e-mail address provided by the Shipper.
21.2 The Shipper shall keep its contact details up to date and inform SHIPSTA immediately about any changes.
SHIPSTA reserves the right to amend this Agreement and its exhibit(s) at any time in a reasonably acceptable
manner to the Shipper. Changes shall be notified to the Shipper via e-mail no later than two (2) months before
the amended version comes into force. If the Shipper does not object within six (6) weeks after receipt of the email,
Shipper’s silence shall be deemed to be consent to the changed terms and conditions, which shall
henceforth become part of the Agreement in the amended form. If the Shipper objects to the changes and can
prove that they are not reasonable, the Shipper may terminate this Agreement for cause or enter into an
individual contractual agreement with SHIPSTA.
23.1 The place of jurisdiction for any legal disputes shall be Luxembourg. SHIPSTA retains the right to sue in the
general court of jurisdiction of the Shipper.
23.2 The place of performance and execution shall be the registered office of SHIPSTA (Mertert, Luxembourg).
23.3 The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts
for the International Sale of Goods (CISG).
23.4 This Agreement and its exhibit(s), if any, constitute the entire agreement between the Shipper and
SHIPSTA and supersede all prior negotiations, declarations or agreements, either oral or written, related
23.5 Deviating general terms and conditions and/or conditions of purchase shall not apply.
In order to resolve a complaint regarding the Site or the Marketplace Offerings or to receive further information regarding use of the Site or the Marketplace Offerings, please contact us at:
SHIPSTA S.á .r.l.
Port de Mertert
Phone: +352 27 86 75 90