Last updated: 2 August 2018
These Terms are binding on any use of the Service and apply to You from the time that Olasso provides You with access to the Service.
By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.
means the monthly fee payable by You in accordance with the Fee Schedule.
includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
means any data inputted by You or with Your authority into the Website.
means the information relating to subscriptions and billing set out on the Fee Schedule, or any page(s) on the Website notified by Olasso, which may be updated or amended by Olasso from time to time.
“Intellectual Property Right”
means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
In consideration of Subscriber’s payment of the applicable Fees (as hereinafter defined) and otherwise Subscriber’s adherence to the provisions of this Agreement, during the Term (as hereinafter defined) Olasso hereby grants to Subscriber (a) a limited, non-transferable, non-exclusive, royalty-free license to install, access and use Olasso’s plug-in component of the Product, and (b) a limited subscription during the Term to use the Product solely for Subscriber’s and User’s own use in connection with Subscriber’s ecommerce website and/or Subscriber’s back-end platform (as the case may be) (the “Platform”), in order to enable Users to select among various choices of applicable shipping carriers (collectively, the “License”). All rights not expressly provided to Subscriber as part of the License are retained exclusively by Olasso, and Subscriber shall use the Product only in the manner expressly authorized by this Agreement.
means the Internet site at the domain www.olasso.com or any other site operated by Olasso.
means Olasso Limited which is incorporated in Hong Kong.
means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.
means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
means the Subscriber, and where the context permits, an Invited User. “Your” has a corresponding meaning.
Olasso grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:
- the Subscriber determines who is an Invited User and what level of user role access to the relevant organization and Service that Invited User has;
- the Subscriber is responsible for all Invited Users’ use of the Service;
- the Subscriber controls each Invited User’s level of access to the relevant organization and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;
- if there is any dispute between a Subscriber and an Invited User regarding access to any organization or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.
SUBSCRIBER ACKNOWLEDGES AND AGREES THAT (A) OLASSO IS ACTING MERELY AS A SOFTWARE PROVIDER TO FACILITATE COMMUNICATION WITH POTENTIAL CARRIERS AND OTHER LOGISTICS PROVIDERS TO DELIVER AND RETURN SUBSCRIBER’S (OR OTHER REQUESTED THIRD PARTY) PRODUCTS TO USERS WHO EXECUTE PURCHASES THROUGH THE PLATFORM, AND OLASSO IS NOT IN ANY WAY ITSELF A CARRIER OR LOGISTICS PROVIDER. WHEREVER OLASSO OFFERS LOGISTICS PROVIDERS THROUGH AN OLASSO ACCOUNT, THE TERM OF USES OF THE LOGISTICS PROVIDERS WILL APPLY ON THE SERVICE OFFERING (B) OLASSO IS NOT INVOLVED IN ANY PART OF THE SHIPPING PROCESS AT ALL, AND CANNOT BE AND WILL NOT BE LIABLE FOR ANY ERRORS WHICH OCCUR AS PART OF THE SHIPPING PROCESS, PERFORMED THROUGH THE PLATFORM OR THROUGH A LOGISTICS SERVICE PROVIDED ON AN OLASSO ACCOUNT. THOUT LIMITING THE FOREGOING, NEITHER OLASSO NOR ANY OF ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES OR LICENSORS (COLLECTIVELY, THE “OLASSO PARTIES”) SHALL BE LIABLE, DIRECTLY OR INDIRECTLY, TO SUBSCRIBER, ANY USER OR ANY OTHER PERSON, FOR ANY ERROR OCCURRING AS PART OF THE SHIPPING PROCESS, WHETHER MADE BY A CARRIER OR SOME OTHER PERSON, INCLUDING WITHOUT LIMITATION FOR ANY DELAYED SHIPMENT, LOST SHIPMENT, MISTAKEN SHIPMENT OR DAMAGED SHIPMENT. ACCORDINGLY, SUBSCRIBER HEREBY FULLY RELEASES EACH OF THE OLASSO PARTIES FROM ANY AND ALL CLAIMS, ACTIONS, SUITS, DEMANDS AND OTHER LIABILITY WHICH IS RELATED TO THE ACT OR OMISSION OF ANY CARRIER ENGAGED AS A RESULT OF SUBSCRIBER’S OR A USER’S USE OF THE PRODUCT.
An invoice for the Access Fee will be issued each month in accordance with the details set out in the Fee Schedule. Olasso will continue invoicing You in accordance with the Fee Schedule until this Agreement is terminated in accordance with the termination clause.
All Olasso invoices will be sent to the Billing Contact whose details are provided by You, by email. Payment of all amounts specified in an invoice must be paid in accordance with the Fee Schedule. You are responsible for payment of all taxes and duties in addition to the Access Fee.
You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Olasso or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
- You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Olasso of any unauthorized use of Your passwords or any other breach of security and Olasso will reset Your password and You must take all other actions that Olasso reasonably deems necessary to maintain or enhance the security of Olasso’s computing systems and networks and Your access to the Services.
- As a condition of these Terms, when accessing and using the Services, You must:
- not attempt to undermine the security or integrity of Olasso’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
- not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
iii. not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
- not transmit, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
- not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
Use of the Service may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls You are permitted to make against Olasso’s application programming interface. Any such limitations will be advised.
As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message center), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
When You make any communication on the Website, You represent that You are permitted to make such communication. Olasso is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, Olasso does reserve the right to remove any communication at any time in its sole discretion.
You indemnify Olasso against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Olasso, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
- Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
- Each party’s obligations under this clause will survive termination of these Terms.
- The provisions of clauses 1 & 2 of the confidentiality clause shall not apply to any information which:
- is or becomes public knowledge other than by a breach of this clause;
- is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
iii. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
- is independently developed without access to the Confidential Information.
Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Olasso (or its licensors).
Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Olasso Access Fee when due. You grant Olasso licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.
You must maintain copies of all Data inputted into the Service. Olasso adheres to its best practice policies and procedures to prevent data loss but does not make any guarantees that there will be no loss of Data. Olasso expressly excludes liability for any loss of Data no matter how caused.
If You enable third-party applications for use in conjunction with the Services, You acknowledge that Olasso may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. Olasso shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
You acknowledge that:
- You are authorized to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorized to use the Service. You are also authorized to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).
- Olasso has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
- You are responsible for ensuring that You have the right to do so;
- You are responsible for authorizing any person who is given access to information or Data, and you agree that Olasso has no obligation to provide any person access to such information or Data without Your authorization and may refer any requests for information to You to address; and
You will indemnify Olasso against any claims or loss relating to:
- Olasso’s refusal to provide any person access to Your information or Data in accordance with these Terms,
- Olasso’s making available information or Data to any person with Your authorization.
- The provision of, access to, and use of, the Services is on an “as is ” basis and at Your own risk.
- Olasso endeavours to ensure a 99.9% uptime of their platform. Olasso cannot be held responsible for the failure or disruption of service by any logistics partner. Olasso does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Olasso is not in any way responsible for any such interference or prevention of Your access or use of the Services.
- It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
- You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
AS BETWEEN THE OLASSO PARTIES AND THE SUBSCRIBER PARTIES, SUBSCRIBER EXPRESSLY AGREES THAT (A) THE USE OF THE PRODUCT AND THE SERVICES (IF APPLICABLE), AND/OR USE OF THE PRODUCT BY USERS, ARE ALL AT SUBSCRIBER’S SOLE RISK, AND THAT ALL SUCH USES ARE PROVIDED TO SUBSCRIBER “AS IS” AND “AS AVAILABLE”, AND (B) OLASSO MAKES NO WARRANTIES TO ANY OF THE SUBSCRIBER PARTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE PRODUCT AND/OR THE SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF USE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OLASSO CANNOT AND DOES NOT WARRANT THAT THE PRODUCT AND/OR THE SERVICES WILL (I) MEET THE EXPECTATIONS OR NEEDS OF ANY OF THE SUBSCRIBER PARTIES AND/OR ANY OTHER PERSON, OR (II) BE TIMELY, ADEQUATE, ACCURATE, COMPLETE, SECURE, UNINTERRUPTED, OR FREE FROM ERRORS, OMISSIONS, DEFECTS OR OTHER PROBLEMS, OR THAT ANY OF THEM WILL BE CORRECTED TO THE SATISFACTION OF ANY OF THE SUBSCRIBER PARTIES AND/OR ANY OTHER PERSON. EXCEPT AS OTHERWISE EXPRESSLY AGREED TO IN THIS AGREEMENT, NONE OF THE OLASSO PARTIES (1) SHALL BE SUBJECT TO ANY DAMAGES OR OTHER LIABILITY FROM ANY OF THE SUBSCRIBER PARTIES OR ANY OTHER PERSON FOR ANY OF THE FOREGOING, INCLUDING WITHOUT LIMITATION FOR ANY ERROR IN THE SHIPPING PROCESS MADE BY A CARRIER (SUCH AS FOR ANY DELAYED SHIPMENT, LOST SHIPMENT OR DAMAGED SHIPMENT), OR FOR ANY OTHER REASON, (2) MAKES ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USING THE PRODUCT AND/OR THE SERVICES, INCLUDING WITHOUT LIMITATION REGARDING THE SUCCESS OF ANY TRANSACTION PERFORMED (OR FAILED TRANSACTION ATTEMPTED) BY ANY USER OR ANY OTHER PERSON USING THE PRODUCT, OR (3) SHALL HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY TO ANY OF THE SUBSCRIBER PARTIES, ANY USER OR ANY OTHER PERSON FOR ANY LOSS, DAMAGE, OR ADVERSE CONSEQUENCE ALLEGED TO HAVE HAPPENED OR WHICH HAS HAPPENED, DIRECTLY OR INDIRECTLY, IN CONNECTION WITH OR RELATED TO SUBSCRIBER’S OR ANY USER’S USE OF THE PRODUCT, WITH THE SERVICES, AND/OR WITH ANY THIRD PARTY SOFTWARE OR SYSTEM USED IN CONJUNCTION WITH THE PRODUCT.
You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.
- To the maximum extent permitted by law, Olasso excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
- If You suffer loss or damage as a result of Olasso’s negligence or failure to comply with these Terms, any claim by You against Olasso arising from Olasso’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months.
- If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with the termination clause.
Olasso will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.
These Terms will continue for the period covered by the Access Fee paid or payable under your payment obligations. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee in accordance with the Fee Schedule, unless either party terminates these Terms by giving at least one month’s advance written notice. If You elect to terminate these Terms by providing one month’s’ advance written notice, You shall be liable to pay all relevant Access Fees up to and including the day of termination of these Terms.
- breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
- breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Access Fees that are not paid in full in accordance with the requirements set out in the Fee Schedule); or
- You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
Olasso may take any or all of the following actions, at its sole discretion:
- Terminate this Agreement and Your use of the Services and the Website;
- Suspend for any definite or indefinite period of time, Your use of the Services and the Website;
- Suspend or terminate access to all or any Data.
- Take either of the actions in sub-clauses (4), (5) and (6) of this clause in respect of any or all other persons whom You have authorized to have access to Your information or Data.
For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organizations is not made in accordance with the requirements set out in the Fee Schedule, Olasso may: suspend or terminate Your use of the Service, the authority for all or any of Your Organizations to use the Service, or Your rights of access to all or any Data.
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
- remain liable for any accrued charges and amounts which become due for payment before or after termination; and
- immediately cease to use the Services and the Website.
Clauses covering payment obligations, access conditions, confidentiality and privacy, intellectual property, warranties and acknowledgements, limitation to liability, termination and general clauses survive the expiry or termination of these Terms.
In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Olasso. If You still need technical help, please check the support provided online by Olasso on the Website or failing that email us at email@example.com.
Whilst Olasso intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place.
If for any reason Olasso has to interrupt the Services for longer periods than Olasso would normally expect, Olasso will use reasonable endeavours to publish in advance details of such activity on the Website.
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
You may not assign or transfer any rights to any other person without Olasso’s prior written consent.
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Olasso must be sent to firstname.lastname@example.org or to any other email address notified by email to You by Olasso. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.