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PUBLIC SERVICE AGREEMENT

For the Provision of Information and Digital Services

This Agreement is established between you or your organization (hereinafter the "Client") and QubicTron FZE, a company incorporated under the laws of the UAE (hereinafter the "Contractor"). Together, the Client and the Contractor are referred to as the "Parties" and individually as a "Party".

The Parties hereby agree to the terms regarding the provision of Digital Services as set forth below:

1. Subject of the Agreement and Definitions

In this Agreement, the following terms shall have the designated meanings:

  • "Agreement" refers to the contractual relationship and terms established between the Contractor and the Client for service delivery.
  • "Charges" refers to the service fees payable by the Client to the Contractor.
  • "Digital Solutions" encompasses the suite of IT tools provided by the Contractor, including but not limited to: Tracking Systems, Air Cargo Monitoring, Logistics Explorer, Shipping Schedules, Cargo Load Calculators, Transit Time & Distance tools, Route Planning, Carbon Footprint Calculators, and any other technical solutions offered. These are accessible via the Contractor's web platforms, integration into the Client's own sites, or through direct API connectivity.
Technical Documentation: All necessary implementation guides and API documentation are hosted at the official developer portal: www.docs.qubictron.com
  • 1.1 Interpretation: Headings are included for organizational purposes only and do not dictate the interpretation of the clauses. Singular terms include the plural and vice versa.
  • 1.2 Volume Adjustments: Limits on monthly API calls, unique shipments, requests, or subaccounts may be expanded upon the Client's request. Such changes must be mutually confirmed via email and are subject to supplemental invoicing.
  • 1.3 Custom Development: Any specialized modifications, upgrades, or unique features requested by the Client that fall outside the standard Digital Solutions are categorized as individual development and require separate compensation.

2. Payment Terms and Procedures

2.1 Scope:

This Agreement governs the commercial relationship concerning provision of the aforementioned Digital Solutions (the "Service").

2.2 Subscription & Pricing:

Service access is based on pricing tiers previously agreed upon via email correspondence with an account manager, specifically regarding limits on data requests and shipments.

2.3 Acceptance of Offer:

Full acceptance of this Agreement occurs when the Client confirms the terms and successfully completes the payment of Charges to the Contractor's designated bank account.

2.4 Validity:

This Agreement becomes effective once the Contractor's finance department confirms that the full payment has been credited to the Contractor's account.

2.5 Pricing Quotes:

Fees are determined by individual commercial offers/quotations issued by the Contractor and accepted by the Client.

2.6 Payment Methods:

Payments shall be processed via the Rosoom system or through direct bank transfer based on the Contractor's invoice.

2.7 Banking Fees:

All intermediary and receiving bank commissions are the responsibility of the Client. The SWIFT message must be marked "OUR" in field 71A.

2.8 Usage & Tax:

Charges cover only the specific services detailed in the Commercial Offer. The Client is responsible for any independent taxes or local fees. Unused monthly quotas (API calls/requests) do not roll over to the following month. The billing cycle follows the calendar month rather than the subscription start date. Exceeding monthly limits will result in the automatic suspension of the API key. All payments made are non-refundable.

3. Rights and Obligations

3.1 Obligations of QubicTron FZE:

  • Access Provision: To supply the Client with the necessary API keys and login credentials for the duration specified in the email agreement.
  • Delivery Timeline: Credentials will be delivered within 3 business days of the Contractor receiving the confirmed payment.
  • Service Scope: Services are strictly limited to the features described in the Developer Portal. The Contractor reserves the right to update the portal and its functions at any time without prior notification.
  • Error Correction: The Contractor will endeavor to resolve reported technical errors within 30 days of notification.
  • Support: Technical assistance is available during standard business hours (09:00 to 18:00, GMT+2, Monday through Friday).
  • Limited Liability: The Contractor shall not be held liable for any financial penalties or indirect losses incurred by the Client.

3.2 Obligations of the Client:

  • Timely Payment: To settle all invoices issued by the Contractor promptly.
  • Cost of Customization: To pay for any bespoke IT development requested specifically for the Client's infrastructure.
  • Security: To maintain the confidentiality of API keys and credentials, ensuring they are not shared with third parties.

4. Liability and Force Majeure

4.1 General Liability:

Both Parties are responsible for the proper execution of their respective duties under this Agreement.

4.2 Mutual Assistance:

The Parties agree to cooperate in good faith to facilitate the fulfillment of this Agreement.

4.3 Force Majeure:

Neither Party shall be liable for failures resulting from "Acts of God" or external events beyond their control (e.g., natural disasters, war, strikes, fires), in accordance with ICC Force Majeure and Hardship clauses. Such events do not waive the Client's obligation to pay for services already rendered.

5. Dispute Resolution and Governing Law

5.1 Amicable Settlement:

The Parties shall first attempt to resolve any disagreements through friendly negotiation.

5.2 Claims Process:

Formal claims must be submitted within 30 days of the disputed incident. The receiving Party has 30 days to respond.

5.3 Arbitration:

If negotiations fail, disputes related to the validity, performance, or termination of this Agreement shall be settled by the Dubai International Arbitration Centre (DIAC) under its current Rules. The tribunal shall consist of one arbitrator.

5.4 Governing Law:

This Agreement is governed by and construed in accordance with the laws of England and Wales.

6. Data Protection and Confidentiality

6.1 Privacy:

The Contractor does not collect personal data via this Agreement. Registration on the Contractor's platforms implies acceptance of the Privacy Policy and Terms of Service found on the website.

6.2 Confidentiality:

Both Parties agree to protect sensitive information, trade secrets, and internal documents shared during the term of this Agreement. This does not apply to information that is already public, legally obtained from third parties, or required by law to be disclosed.

7. Termination and Miscellaneous

7.1 Service Term:

The duration of the Service is defined by the initial Commercial Offer.

7.2 Termination:

Either Party may terminate the Agreement with 30 days' written notice. Immediate termination is permitted in cases of material breach (unremedied within 30 days), insolvency, or liquidation.

7.3 Right to Discontinue:

The Contractor may cease services if the Contractor or its primary underlying service providers undergo liquidation.

7.4 Entire Agreement:

This document constitutes the full understanding between the Parties, replacing all prior verbal or written agreements.

8. Legal Addresses and Contractor Details