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Terms and Conditions

1. ABOUT US: 
1.1 Ship-Dip is a website owned, managed and operated by [Ship-Dip ], a company established, organized and existing under the laws and regulations of the Hashemite Kingdom of Jordan and registered with the Companies Control Department at the Ministry of Industry, Trade and Supply under commercial registration number [● ], with its principal place of business in Amman, Jordan. 
1.2 If you have any inquiries or questions, please reach out to us on the following contact details: 
Amman, Jordan, King Hussein business park building number 15, telephone number: +962792202294, email:  Support@ship-Dip.com]

2. GENERAL RULES AND APPLICABILITY OF THESE TERMS:
 
2.1 These Terms and Conditions (the “Terms”) govern the contractual relationship between Ship-Dip (as defined below) and you. The Terms apply to the order by you and the supply of services by us. 
2.2 By registering on our website, or subscribing to any of our services, you will be asked to confirm in the checkbox that you accept these Terms, and thus you will be deemed to have accepted these Terms. 
2.3 If you do not agree with any of these Terms, you must not subscribe or register with us.

By accepting our Terms, you acknowledge and agree that there are no terms and conditions from your side applicable to the relationship and that these Terms solely govern the relationship between you and Ship-Dip. 
2.4 These Terms are the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in these Terms.  
2.5 The use of our website is furthermore governed by our Website Terms of Use  that are available [here ]. By agreeing to these Terms, you hereby also agree to the Website Terms of Use. 
2.6 The headings of these Terms are for your convenience only and do not limit or otherwise affect these Terms. 
2.7 If you subscribe to avail our services and accept these Terms, you should print off a copy of these terms and/or save a copy in your databases for future reference, as these Terms formulate the only contractual agreement between Ship-Dip and you. 

3. DEFINITIONS:
Capitalized words wherever used in these Terms (unless the context requires otherwise) shall have the following meanings: 
3.1 “Business Day”: a day, other than Friday, Saturday or a public holiday in the Hashemite Kingdom of Jordan, 
3.2 “Business Hours”: the period from 9:00 AM to 5:00 PM in local time of Amman – Jordan on any Business Day; 
3.3 “Fee Quote”: a fee quote submitted by the FF to be placed on Ship-Dip Website in response to an Inquiry to quote submitted by an MM; 
3.4 “FF”: freight forwarders that subscribe to avail the services offered by Ship-Dip to FFs on the Website; 
3.5 “Inquiry”: an inquiry submitted by an MM on the Website to procure a fee quote for shipment from the FFs; 
3.6 “Intellectual Property Rights”: patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
3.7 “Month”: any calendar month during the Subscription Year; 
3.8 “Services”: the subscription services offered by Ship-Dip to the Users under this Website; 
3.9 “Ship-Dip”, “us”, “we”: Ship-Dip, a company established, organized and existing under the laws and regulations of the Hashemite Kingdom of Jordan and registered with the Companies Control Department at the Ministry of Industry, Trade and Supply under commercial registration number [●]; 
3.10 “Subscription Date”: the date on which Ship-Dip accepts the subscription of the User to avail the Services, which is renewed on the annual anniversary of such subscription subject to the payment of the full Subscription Fees by the User to Ship-Dip in each Subscription Year; 
3.11 “Subscription Fees”: the amount paid by a User to Ship-Dip to subscribe and avail the Services; 
3.12 “Subscription Year”: any 12-month period starting on the Subscription Date (or any consecutive renewal of such Subscription Date) and ending 365 days after the Subscription Date; 
3.13 “Merchant and Manufacturers” or “MM”: the merchants and manufacturers that subscribe to avail the services offered by Ship-Dip to MMs on the Website; 
3.14 “Users”: The FF and the MM where referred to jointly; and 
3.15 “Website”: Ship-Dip Website: https://www.ship-dip.com

4. DESCRIPTION OF THE SERVICES
Ship-Dip is a website that connects merchants and manufacturers (MMs) with experienced freight forwarders (FFs). Ship-Dip understands the challenges that encounter businesses in the space of shipping. Therefore, Ship-Dip is committed to providing its services to FFs and MMs alike to facilitate the procedures of connecting the MMs with the FFs to make it easier to get prices and to simplify the process of collaboration and dealing between the FFs and the MMs enabling such parties to focus on their core business operations. 

5. SUBSCRIPTION TO OUR SERVICES: 
5.1 General rules applicable to all Users: 
5.1.1 Upon the creation of your account, subscription to our Services and thereafter from time to time, Ship-Dip requests Users to provide documents, evidence and other information required by Ship-Dip to be able to provide the Services. You authorize Ship-Dip to retain certain information about you, and to obtain from certain third parties selected by us, information about you, to use in connection with the Website’s use. You authorize us to use and retain this information in accordance with our policies and regulations. Users solely are responsible for assessing and verifying the identity and trustworthiness of the source and content of any third party communications. We are not responsible for verifying, and make no representations or warranty regarding any third party communications on the Website and you release us from any liability for any third party communications you may receive or any actions you may take or refrain from taking as a result of any third party communication you receive on the Website.
5.1.2 We may close, suspend or limit your access to our Services. Without limiting the foregoing, we may close, suspend or limit your access:
(a) if we determine that you have breached, or are acting in breach of, these Terms;
(b) if we determine that you have breached legal liabilities (actual or potential), including infringing someone else’s intellectual property rights;
(c) if we suspect, have reason to believe or determine that you may or have engaged, or are engaging, in fraudulent, or illegal activities;
(d) you do not respond to our verification requests;
(e) you do not complete verification when requested within one week of the date of request;
(f) to manage any risk of loss to us, or any other person; or
(g) for any other reason that Ship-Dip seems fit based on our sole discretion.
5.1.3 Ship-Dip, in its sole discretion, has the right to suspend or terminate your subscription and refuse any and all current or future use of the Website for any reason at any time. Such termination will result in the deactivation or deletion of your account and your access to your account, and the forfeiture and relinquishment of all content in your account. 
5.1.4 Ship-Dip may make new applications, tools, features or functions available from time to time through the Website or add new options to be used by Users from time to time. The use/subscription to such additional services/features may be contingent upon Ship-Dip's agreement to additional terms. 
5.1.5 Ship-Dip may discontinue the provision of the Website or any portion or feature for any reason at any time without liability to the Users.
5.2 For FFs the subscription to our Services is a paid membership and will be subject to the following: 
5.2.1 FFs should follow the onscreen prompts to place your request to subscribe to our Services. You may only submit a request to subscribe to our Services using the method set out on our Website. 
5.2.2 Each request to subscribe to the Services is an offer by you to buy the Services specified in the request to be subject to these Terms. 
5.2.3 Our subscription request process allows you to check and amend any errors before submitting your request to us. Please check the request carefully before confirming it. You are responsible for ensuring that your request is complete and accurate. Ship-Dip will not be responsible to review or verify any information submitted by the FF to Ship-Dip to confirm the subscription. 
5.2.4 Following a successful submission of your request, you will receive an email acknowledging the receipt of your request. Such acknowledgment shall not serve as a confirmation of the subscription. 
5.2.5 Full subscription of the Services will be confirmed once you pay the applicable Subscription Fees and once Ship-Dip confirms the subscription in writing to the FF. Ship-Dip will send an email to the FF confirming the subscription and the occurrence of the Subscription Date. 
5.2.6 Each subscription by the FF will provide the FF with access to operate the subscription on Ship-Dip Website by one main user only. Should the FF wish to add sub-users, extra amounts will be applicable to the Subscription Fees. Each main account including any number of sub-users will form one account only and the termination/non-renewal of the subscription of the main account will automatically result in the termination/non-renewal of the Services to the sub-users.  
5.2.7 If the FF wishes not to renew the subscription of the Services, the FF must inform Ship-Dip in writing of its desire not to renew the subscription at least one month prior to the end of each Subscription Year. Otherwise, the subscription of the Services will be deemed to be automatically renewed for a period of one Subscription Year and the Subscription Fees will fall due on the anniversary of each Subscription Year. 
5.2.8 FF acknowledges and agrees that the Subscription Fees will be applicable for each Subscription Year whether or not the FF availed the Services on Ship-Dip Website and for any part of the Subscription Year. For the avoidance of doubt, Ship-Dip will not refund the Subscription Fees (or any part thereof) to the FF solely for the reason that the FF had not availed the Services or for the reason that the FF decided to unsubscribe at any point in time during any Subscription Year.  
5.3 For MMs, there are two types of subscriptions:
5.3.1 A paid subscription that allows the MM to avail extra Services offered by Ship-Dip; and 
5.3.2 A free subscription that allows the MM to avail the limited Services offered by Ship-Dip to the registered MMs. 
The terms relating to payment and Subscription Fees will apply only to the paid MM subscription. However, the subscription to Ship-Dip’s Services by the MMs will generally be subject to the following: 
5.3.3 MMs should follow the onscreen prompts to place their requests to subscribe to our Services. You may only submit a request to subscribe to our Services using the method set out on our Website. 
5.3.4 Each request to subscribe to the Services is an offer by you to buy the Services specified in the request to be subject to these Terms. 
5.3.5 Our subscription request process allows you to check and amend any errors before submitting your request to us. Please check the request carefully before confirming it. You are responsible for ensuring that your request is complete and accurate. Ship-Dip will not be responsible to review or verify any information submitted by the MM to Ship-Dip to confirm the subscription. 
5.3.6 Following a successful submission of your request, you will receive an email acknowledging the receipt of your request. Such acknowledgment shall not serve as a confirmation of the subscription. 
5.3.7 Full subscription of the Services will be confirmed once Ship-Dip is satisfied with the information provided by the MM and the payment for the paid MM subscriptions is received by Ship-Dip. Ship-Dip will confirm the subscription in writing to the MM. Ship-Dip will send an email to the MM confirming the subscription and the occurrence of the Subscription Date (in case of the paid subscriptions). 
5.3.8 Each subscription by the MM will provide the MM with access to operate the subscription on Ship-Dip Website by one main user only. Should the MM wish to add sub-users, extra amounts may be applicable to the Subscription Fees. Each main account including any number of sub-users will form one account only and the termination/non-renewal of the subscription of the main account will automatically result in the termination/non-renewal of the Services to the sub-users. 
5.3.9 If the MM wishes not to renew the subscription of the Services, the MM must inform Ship-Dip in writing of its desire not to renew the subscription at least one month prior to the end of each Subscription Year (in case of the paid MM subscription). Otherwise, the subscription of the Services will be deemed to be automatically renewed for a period of one Subscription Year and the Subscription Fees will fall due on the anniversary of each Subscription Year. 
5.3.10 In case of paid MM subscription, the MM acknowledges and agrees that the Subscription Fees will be applicable for each Subscription Year whether or not the MM availed the Services on Ship-Dip Website and for any part of the Subscription Year. For the avoidance of doubt, Ship-Dip will not refund the Subscription Fees (or any part thereof) to the MM solely for the reason that the MM had not availed the Services or for the reason that the MM decided to unsubscribe at any point in time during any Subscription Year.

6. REPRESENTATIONS AND WARRANTIES
Users (if Users are entities) represent and warrant to Ship-Dip that: 
6.1 it is a corporation/company, duly organized, validly existing, and in good standing under the laws of its incorporation; 
6.2 it is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is require; 
6.3 it has the full rights, power and authority to enter into these Terms and Conditions with Ship-Dip and to perform its obligations under these Terms and Conditions; 
6.4 the execution (acceptance) of these Terms and Conditions by the individuals on behalf of the Users has been duly authorized by all necessary corporate action on the part of the Users; 
6.5 the execution, acceptance and performance of the obligations under these Terms and Conditions by the Users does not and will not violate, conflict with, require consent under, or result in breach or default under of the Users’ organizational documents (including its articles of incorporation), an applicable law or the provisions of any contract of agreement to which the Users are party to; 
6.6 these Terms and Conditions have been executed and delivered by the Users and (assuming due  authorization, execution, and delivery by the Users) constitute the legal, valid, and binding obligation of the Users, enforceable against them in accordance with its terms; and 
6.7 it has the full right, power, and authority (by ownership, license, or otherwise) to
use all Intellectual Property/patents, copyrights, trademarks, or other intellectual property on the terms and conditions of these Terms and Conditions. 

7. OUR SERVICES 
7.1 Scope of Services: our Services included in the subscription on the Website are limited to providing the Users with the website to submit Inquiries and Fee Quotes in response to Inquiries submitted by the MMs as provided by Ship-Dip to the Users. Following a successful acceptance by the MM of the submitted Fee Quote, the Users will be solely responsible to complete the deal to provide the shipping services by the FF to the MM. Ship-Dip will not be responsible for negotiating, closing, approving or otherwise completing the deal between the Users. 
7.2 Ship-Dip’s Limitations Of Liabilities: the Users agree that Ship-Dip is acting as a facilitator and introducer only. In no event shall Ship-Dip be responsible for any actions taken by either the FFs or the MMs. Ship-Dip hereby disclaims any liability for any breach of these Terms by the Users, or for any other actions or omissions by either the Users. Furthermore, Ship-Dip does not provide any guarantee to the FF that the MM will complete the deal following a Fee Quote being submitted by the FF in response to an Inquiry made by an MM, and equally, Ship-Dip does not provide any guarantee to the MM that they will get prices on their submitted inquiries or that the  Fee Quote provided by an FF is accurate and constitutes the final and comprehensive amount of the charges that will be applied by the FF in relation to a specific shipment. 
7.3 Availability of Services: Ship-Dip will endeavor to ensure that its Website is available 24 hours a day, however it will not be liable if, for any reason, the Website is unavailable at any time or for any period. Access to the Website may be suspended temporarily and without notice in circumstances of system failure, maintenance or repair or for reasons beyond the control of Ship-Dip. The Ship-Dip Website may contain links to other websites outside of our control, and we are not responsible for the content of these sites. Ship-Dip gives no guarantee that these links will work all of the time and it exercises no control over the availability of the linked sites. Likewise, references and links to any such websites must not be taken as an endorsement by Ship-Dip of opinions expressed on those sites or services provided by those sites. We take no responsibility for the privacy policies of any linked websites.
7.4 Descriptions and illustrations: Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Terms or have any contractual force. 
7.5 Reasonable care and skill: We warrant to you that the Services will be provided using reasonable care and skill.
7.6 Ratings/Rankings: Ship-Dip includes a rating system for both FFs. The ratings/rankings will be provided by the MMs solely based on the experience of dealing between such parties. Ship-Dip will bear no responsibility or liability to any User for any loss of profit or reputation or any other loss of any nature whatsoever due to the ranking/rating provided by the MMs. Ship-Dip will closely monitor the rankings/ratings made by the Users and preserves its right to hide any ranking/rating from being displayed on the Website and/or hold/terminate the subscription of the Users if Ship-Dip thinks (in its sole discretion) that the raking/rating was made for fraudulent purposes or for the purposes of damaging the reputation of any party or user of the Website. 

8. FF OBLIGATIONS
8.1 It is the FF’s responsibility to ensure: 
8.1.1 that it maintains all licenses, authorisations and approvals from all applicable local authorities to provide freight forwarding services in the jurisdiction of its organization and/or the jurisdictions where it operates from; 
8.1.2 it complies with all applicable laws and regulations in the jurisdictions where it provides its services from; 
8.1.3 that it will cooperate with Ship-Dip in all matters relating to the services provided by Ship-Dip to the MMs; 
8.1.4 the accuracy and completeness of the information, Fee Quotes and details of the services supplied by the FF to Ship-Dip to be placed on the Website when an MM submits an Inquiry requesting a Fee Quote for a shipment; and
8.1.5 that it will abide by the offer it provides under a Fee Quote if the MM confirms the Fee Quote within a period of [7] Business Days;

9. MM OBLIGATIONS
9.1 It is the MM’s responsibility to ensure: 
9.1.1 that it maintains all licenses, authorization's and approvals from all applicable local authorities to provide the services that the MM intends to provide in the jurisdiction of its organization and/or the jurisdictions where it operates from; 
9.1.2 it complies with all applicable laws and regulations in the jurisdictions where it provides its services from; 
9.1.3 that it will cooperate with Ship-Dip in all matters relating to the services provided by Ship-Dip to the MMs; 
9.1.4 the accuracy and completeness of the information, Inquiries and details of the MM to be placed on the Website that will help the FF to submit a Fee Quote in response to an inquiry submitted by the MM
9.1.5 that it will take action regarding an Inquiry being submitted by the MM - either by cancelling such Inquiry or approving the Fee Quote provided by an FF regarding the Inquiry - within [7] Days from the date of submitting the Inquiry by the MM. In this regard, should the MM fail to do any action regarding an Inquiry, the MM acknowledges that Ship-Dip may cancel such Inquiry if [7] Days lapses from the date of submitting the Inquiry by the MM. For free MM subscribers, the MM will not be allowed to open 2 or more Inquiries at a time. The Free MM subscribers shall cancel or proceed with any open Inquiry before it can submit another Inquiry to have a chance to get a Fee Quote by an FF. 

10. FEES
10.1 In consideration of providing the Services, Users must pay the Subscription Fees in accordance with the terms below. 
10.2 Based on the subscription plan, the Subscription Fees are the fees quoted on our Website at the Subscription Date.
10.3 We reserve the right to increase the Subscription Fees on an annual basis with effect from each anniversary of the Subscription Date in line. Ship-Dip will inform the User  in writing  of any such increase in the Subscription Fees. 
10.4 Our Charges are exclusive of Sales Tax. Where Sales Tax is payable in respect of some or all of the Services you must pay us such additional amounts in respect of Sales Tax, at the applicable rate, at the same time as you pay the Subscription Fees.
10.5 Payment of the Subscription Fees for the Services is in advance. We will take your first payment upon acceptance of your subscription (as detailed in clause ‎5 above) and will take subsequent payments on an annual basis for FF and for MM based on the subscription plan in advance on the renewal of each Subscription Year. 
10.6 We will send you an electronic invoice within 14 days of the beginning of the month following the payment of the Subscription Fees. 
10.7 Failure to pay the Subscription Fee when they fall due will (without limiting any other remedy available to Ship-Dip under the applicable laws) be considered as an event of default and a material breach to these terms which will be a cause for termination of these Terms and the subscription of the Services (as detailed in clause 15 below). 

11. INTELLECTUAL PROPERTY RIGHTS 
11.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by you) will be owned by us. 
11.2 You are not permitted to reproduce, duplicate, copy, capture, sell, resell, or commercially exploit any portion of our Intellectual Property Rights, without our prior written permission. 
11.3 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable license to copy and modify any materials provided by you to us for the term of the subscription for the purpose of providing the Services to you.

12. HOW WE MAY USE YOUR INFORMATION
12.1 We will use any information you provide to us to:
12.1.1 provide the Services; 
12.1.2 process your payment for the Services; and
12.1.3 provide such information to the MMs to avail your shipping services. 

13. LIMITATION OF LIABILITY
13.1 Subject to local laws, we will not be liable to you, for breach of statutory duty, or otherwise, arising under or in connection with these Terms for any:
13.1.1 loss of profits;
13.1.2 loss of sales or business;
13.1.3 loss of agreements or contracts;
13.1.4 loss of anticipated deals;
13.1.5 loss of use or corruption of software, data or information;
13.1.6 loss of or damage to goodwill; and
13.1.7 any indirect or consequential loss.
13.2 This clause 13 will survive termination of these Terms.

14. CONFIDENTIALITY 
14.1 We each undertake that we will not at any time during the effectiveness of these Terms or afterwards, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 14.2 below. 
14.2 We each may disclose the other's confidential information:
14.2.1 to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under these Terms. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 14; and
14.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under these Terms. 

15. TERMINATION, CONSEQUENCES OF TERMINATION AND SURVIVAL
15.1 Termination: Without limiting any of our other rights, we may suspend the performance of the Services, or terminate these Terms with immediate effect by giving written notice to you if:
15.1.1 you commit a material breach of any of the terms included in these Terms and fail to remedy that breach (if such a breach is remediable) within 14 days of you being notified in writing to do so;
15.1.2 you fail to pay any amount due under these on the due date for payment;
15.1.3 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
15.1.4 your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under these Terms has been placed in jeopardy.
15.2 Consequences of termination: Termination of these Terms will not affect our rights and remedies that have accrued as at termination. 
15.3 Survival: Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

16. NON-SOLICITATION 
You must not attempt to procure services that are competitive with the Services from any of our FFs, MMs, directors, employees or consultants, whether as an employee or on a freelance basis. 

17. COMMUNICATIONS BETWEEN US
17.1 When we refer to "in writing" in these Terms, this includes email.
17.2 Any notice or other communication given by one of us to the other under or in connection with these Terms must be in writing and be delivered personally, sent by post, mail or email.
17.3 A notice or other communication is deemed to have been received: 
17.3.1 if delivered personally, on signature of a delivery receipt; 
17.3.2 if sent by post or mail, at 9.00 am on the second Business Day after posting; or
17.3.3 if sent by email, at 9.00 am the next Business Day after transmission.
17.4 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action which shall be served as legally required under the applicable local laws.

18. GENERAL
18.1 Assignment and transfer:
18.1.1 We may assign or transfer our rights and obligations under these Terms to another entity. 
18.1.2 You may only assign or transfer your rights or your obligations under these Terms to another person if we agree in writing. 
18.2 Variation: 
Any variation of these Terms only has effect if it is in writing and signed accepted by you as notified by us in electronic means or by email.
18.3 Severance: 
Each clause of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining clauses will remain in full force and effect.
18.4 Indemnity:
By using the Service, you agree to indemnify and hold Ship-Dip, its affiliates, parents, subsidiaries, agents, officers, directors, or other employees harmless from any claim, demand, or damage (whether direct, indirect, or consequential), including reasonable attorneys' fees, made by anyone in connection with your use of the Service, with your submissions, with any alleged infringement of intellectual property or other rights of any person or entity relating to the site, your violation of these Terms of Service, and any other acts or omissions relating to the Website. 
18.5 Governing Law and Jurisdiction: 
18.5.1 These terms of use and any dispute or claim arising out of or in connection with these terms of use shall be governed by and interpreted in accordance with the laws of the Hashemite Kingdom of Jordan. 
18.5.2 Any claim or dispute arising from, or related to, the use of our website will be referred to the exclusive jurisdiction of the courts of Amman in Jordan (Qasr Al Adel). 

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