The Network is an organization of Freight Companies and Agents, created and managed by UNICA. It provides the Services to its Members. The Network operates in accordance with various rules and regulations which are set out in the Code of Conduct attached as Schedule A (“the Code of Conduct”). The Member has applied to join the Network, and the Network has agreed to accept the Member as a member of the Network, subject to the terms and conditions set out in this Agreement and subject to the Code of Conduct.
THE PARTIES AGREE THAT:
1.1 “The Services” means the services arranged by or provided by the Network, including the right to receive referrals from other members or from the Network to provide freight services to clients located within the members’ country or area, the dispute resolution forum, a Network annual conference for the benefit of its members, to maintain an active website, and other associated ancillary services.
1.2 A reference to one gender shall include a reference to other genders. A reference to a singular shall include a reference to the plural. Each party includes its successors and permitted assigns. Any marginal notes or headings are included for convenience and do not affect the interpretation of this Agreement. Where a word or phrase is given a particular meaning, other parts of speech or grammatical forms of that word or phrase have corresponding meanings.
2. Terms of the Agreement :
2.1 This Agreement will commence on the Commencement Date and, unless terminated earlier in accordance with this Agreement, will continue for a period of twelve (12) months.
2.2 Unless either party gives written notice to the contrary, this Agreement (including this clause 2.2) shall be renewed on the anniversary of the Commencement Date for a further period of 12 months.
3.1 The Network will provide the Services to the Member, and both parties agree to abide by the Code of Conduct.
3.2 The Member agrees that upon receiving this Agreement, the Member will acknowledge receipt of the Agreement by sending an email to the Network. By acknowledging receipt of the Agreement, the Member agrees that it is bound by the terms and conditions of this Agreement.
3.3 If the Member fails or neglects to either sign and return the Agreement, or acknowledge receipt of the Agreement, the Network will not be able to provide the Services to the Member.
4. Member’s obligations:
4.1 The Member agrees not to use the Services or allow the Services to be used to contravene the laws of the Commonwealth of any State or Territory law. Without limiting the generality of the foregoing, the Member shall complete and sign any statement required by law in relation to the transport of goods.
5. Financial information:
5.1 The Member agrees to provide financial information to the Network to enable it to perform or arrange a credit check to be performed in relation to the Member.
6. Termination :
6.1 The Network may terminate this Agreement in accordance with process for termination set out in the Code of Conduct.
6.2 Upon termination of this Agreement, the Member agrees to deliver up any material provided to it by the Network, and also any information or material containing any confidential information provided to it by the Network.
7. Indemnity :
7.1 The Member agrees to indemnify and hold harmless the Network, its officers agents and staff from any loss, cost, expense, including without limitation legal fees or liability arising from either a breach by the Member of the terms and conditions of this Agreement, or in relation to any claim against the Network, its officers and agents and staff which relates to the provision of the Services to the Member.
7.2 In no event will UNICA Network be liable to the Member in contract, tort or otherwise for any loss of profit, production, savings or business opportunities or any type of indirect, economic or consequential loss even if that loss or damage was reasonably foreseeable or Universal Carriers Alliance Network had been advised of the possibility or that loss or damage arising.
8. General :
8.1 Notices: A notice, consent or other communication under this Agreement is only effective if it is by email, and sent to the addressee by email. The notice will be deemed to have been received one day after being sent.
8.2 Assignment: This Agreement cannot be assigned by any party without the prior written consent of all of the other parties, which consent may be withheld in the absolute discretion.
8.3 Governing Law: This Agreement shall be governed by the laws of European Union and subject to the exclusive jurisdiction of the laws of that State.