GENERAL TERMS AND CONDITIONS AND LICENSE CONDITIONS

FOR USING GOPALL PLATFORM

 

1. PREAMBLE AND DEFINITION OF TERMS

GOPALL platform is used to mediate the exchange of TRANSPORT PACKAGINGS between Users, whereby the license and all other rights associated with the use of the Platform is owned by the company GOPALL s.r.o., with its registered office at Tallerova 4, 811 02 Bratislava, Slovak republic, company reg. no.: 52606252, tax ID no.: 2121101048, registered in the Commercial Register of the District Court Bratislava I, section Sro, file no. 140734/B, e-mail address: hello@gopall.com, (hereinafter referred to as “Company” in the appropriate grammatical form).

The Company is the owner and/or the authorized user of all intellectual property rights relating to the Platform (including the Mobile App.) and the content published therein (particularly, but not exclusively to, software, labels, logos, trademarks, etc.), except for intellectual property rights of third parties and these may not be used in any way without the consent of the Company. Its inclusion in the Platform (including the Mobile App.) shall not be considered as direct or indirect, or any other way, granting of a license or right, or more precisely any consent to use any intellectual property right of the Company or any third party without the consent of the Company.

The Platform is primarily intended for carriers, meaning entrepreneurs who conduct their business mainly in the field of road freight transport using TRANSPORT PACKAGINGS and are interested in optimizing/making their business more efficient using the TRANSPORT PACKAGINGS exchange service provided by the functionalities of GOPALL Platform.

The Platform is not intended for natural persons – consumers who do not operate within the scope of their business or other business activity when concluding and performing a contract based on a consent with these GTC and using the functionalities of the Platform, meaning for persons that have no interest in the use of the Platform for their own business purposes.

These General Terms and Conditions (hereinafter referred to as the “GTC“) adjust (i) the legal relations relating to the Platform, (ii) the rights and obligations of the Company in relation to the Users of the Platform, and (iii) some fundamental rights and obligations between the Platform Users.

The exchangeability of TRANSPORT PACKAGINGS resides in the fact that after a delivery of the a cargo and its unloading from the TRANSPORT PACKAGINGS, these do not have to be returned to a carrier – a User who delivered the goods, but used to transport other cargo/goods by another carrier – using Platform functionalities. The exchangeability of TRANSPORT PACKAGINGS is limited only by their satisfactory technical condition and by Users’ consent to their mutual exchange.

The terms used in these GTC shall have the meaning given below unless expressly stated otherwise.

1.1. Platform:

The Platform shall be understood as the GOPALL application (hereinafter referred to as the “Platform” in the relevant grammatical form) as a computer program, which is the Company’s Copyright binding work. The Platform is specifically protected by the Copyright Act, including related legislation, and serves to mediate the exchange of TRANSPORT PACKAGINGS between Users who are interested on the sides of supply and demand to exchange TRANSPORT PACKAGINGS via the Platform. The Mobile App is a part of the Platform, and the terms of these GTC and the license granted shall apply mutatis mutandis to the use of the Mobile Application, unless expressly stated otherwise.

1.2. Mobile App:

 The additional Mobile Application for the Platform is intended for a User to speed up communication and exchange of documentation regarding individual TRANSPORT PACKAGINGS deliveries between Users (hereinafter referred to as the “Mobile App” in the relevant grammatical form), does not contain all the functionalities of the Platform.

The GOPALL Mobile App can be downloaded for free from the “app store” or “google play” to a mobile phone. After downloading and installing the Mobile App, it will be paired with the User Account in the Platform. The Mobile App is accessible for the use exclusively for registered Users who have created an Account in the Platform and for third parties with User Access created by the User pursuant to these GTC, but primarily for Drivers. Download, installation and the use of the Mobile App is performed by a User, or more precisely a person with a User Access created by a User on their own risk and responsibility.

1.3. User:

 A User means any duly registered user of the Platform who is an entrepreneur conducting business (in particular, but not exclusively in the field of road freight transport – carrier), i.e. a natural person, commercial or a legal entity – a business company and has expressed their consent to these GTC by accepting them in their wholeness as part of their registration to the Platform.

1.4. Transport PACKAGINGS:

TRANSPORT PACKAGINGS shall mean all types of packaging that the Platform includes, in particular EUR-pallets (wood, plastic), gitterboxes and other packaging (hereinafter also referred to as “TRANSPORT PACKAGINGS” in the appropriate grammatical form).

The types of exchangeable TRANSPORT PACKAGINGS used by the Platform are part of the Platform, and the Company reserves the right to change and modify these types of TRANSPORT PACKAGINGS at any time for the purposes of the Platform.

1.5. Account:

The Platform Account is the User’s private account (hereinafter referred to as “Account” in the appropriate grammatical form). The Account must not be used by anyone except the User and persons to whom the User has granted their User Access to the Account to the extent specified by the User in the Platform. The Account, its content, all rights associated with it are indivisible, non-transferable, non-assignable and are bound solely to the User.

The User Account established in the Platform for the purposes of its use by the User is the property of the Company, with the exception of finances – Deposit, which is the property of the User under these GTC.

1.6. User Access:

A User Access represents the right of another person appointed by the User, within the scope of the rights granted by the User in the Platform, to use on the behalf and at the User’s expense specific functionalities of the Platform (hereinafter referred to as “User Access“).

The User Access can have the following forms:

1.6.1. Admin:

The Administrator Access allows an appointed person to perform all tasks and to use all functionalities in the Platform/in particular (but not exclusively) on behalf of the User and at the User’s expense to create Demands, Supplies, to confirm Orders, manage (change/edit) all user data, add/create and remove/cancel third party User Access (Administrators, Dispatchers, Drivers), give instructions to Drivers, upload documents to the Platform, view and manage the Account, manage (work/handle) finances in the Account, request a refund/disbursement of the Deposit under these GTC, cancel the registration of the User. At least one person must be listed as an Administrator in the Platform.

(hereinafter also referred to as “Administrator” in the appropriate grammatical form)

1.6.2. Dispatcher:

The Dispatcher’s Access allows an appointed person to access the Platform and allows them to perform similar tasks as an Administrator, whereas a Dispatcher, unlike an Administrator, is authorized to create/remove/cancel the User Access exclusively for Drivers (i.e. not authorized to create/remove/cancel User Accesses for other Administrators and Dispatchers), browse the Account and work/handle the finances in the Account to create Demands, Supplies, Reactions and Orders, except for the right to request a refund/ disbursement of the Deposit. A Dispatcher is not entitled to cancel the registration of the User in the Platform, nor to change/modify the User data in the Platform. A Dispatcher may or may not be appointed. In the event that a Dispatcher is not appointed, all rights and actions in the Account shall be performed by an Administrator.

(hereinafter also referred to as “Dispatcher” in the appropriate grammatical form)

1.6.3. Driver:

The Driver’s Access allows an appointed person to access the Platform by downloading the Mobile App to a mobile phone for the purpose of receiving and executing instructions that are typically given to him by a Dispatcher, an Operator or an Administrator, and does not have access to the User Account itself. A Driver is only entitled to use the specific functionalities provided by the supporting Mobile App.

(hereinafter referred to as “Driver” in the appropriate grammatical form)

The User is entitled to cancel a Third-Party User Access at any time and without giving any reason using the functionalities of the Platform. Revocation of the User Access by the User does not apply to acts performed by a Third Party until the moment of revocation of an Access and for these acts the User is fully responsible.

1.7. Credit:

A Credit stands for the finances expressed in euros in the User’s Account, the current value of which will be displayed to the User after logging into an Account established in the Platform.

The Credit is used by the Platform for the purpose of effectively mediating the exchange of TRANSPORT PACKAGINGS between Users.

(hereinafter referred to as “Credit” in the appropriate grammatical form).

The Credit value consists of a Deposit (the monetary portion of the Credit) and the Credit beyond Deposit, which means that if the User has submitted more TRANSPORT PACKAGINGS than received (non-monetary part of the Credit).

1.8. Deposit:

 A Deposit stands for the monetary portion of the Credit (hereinafter referred to as the “Deposit” in the particular grammatical form), which the User acquires/raises in their Account by (i) bank transfer of finances or (ii) using a payment card through a payment gateway or
(iii) by depositing in cash and all these to a bank account specified/sent by the Company to the User.

The Deposit is a financial security used to cover a value of TRANSPORT PACKAGINGS. When the TRANSPORT PACKAGINGS is handed over to another carrier, this Deposit (its respective part) shall be credited to the User who delivered the TRANSPORT PACKAGINGS. The amount of a Deposit for individual types of TRANSPORT PACKAGINGS is published on the Website www.gopall.com in the Pricing section.

The User can request your deposit at any time online via the Platform. Deposit that is not allocated in pending transactions shall be sent to the User the next business day after the request for outpayment to User’s bank account. Allocated Deposit will be returned to the User depending on the outcome of completed Orders after deducting the Fee in accordance with these GTC. Money will be returned exclusively to the User bank account designated by the User in the Platform.

1.9. Credit beyond Deposit:

If a User submits more TRANSPORT PACKAGINGS through the Platform than it receives, the value of their Credit shall be increased for these TRANSPORT PACKAGINGS beyond Deposit (hereinafter also referred to as “Credit beyond Deposit” in the particular grammatical form). The value of the Credit beyond Deposit represents the non-monetary portion of the Credit expressed in money (Euros) for the purposes of the Platform and its use. However, the User shall not be entitled to redeem the Credit beyond Deposit, but may charge it only in the same types of TRANSPORT PACKAGINGS that they handed over, as the Platform does not serve to sell TRANSPORT PACKAGINGS among the Users.

1.10. Pricing:

For the purposes of these GTC, Pricing is the price list of the Company, which contains unit prices of Company’s Fee for the use of the Platform in mediating the exchange of TRANSPORT PACKAGINGS between Users, the current and effective version of which is published on the Website www.gopall.com. (hereinafter referred to as “Pricing” in the particular grammatical form). Unit prices in the Pricing are stated without value added tax (hereinafter referred to as “VAT”), unless explicitly stated otherwise in the Pricing section.

1.11. Demand:

A demand represents a situation when a User needs to return the TRANSPORT PACKAGINGS to an address of his loading or another place where he incurred a debt and asks other Users to return this TRANSPORT PACKAGINGS on his behalf via GOPALL. This is a situation when a User needs TRANSPORT PACKAGINGS.

(hereinafter referred to as “Demand” in the particular grammatical form).

1.12. Supply:

A supply occurs if a carrier who carried out the transport with TRANSPORT PACKAGINGS exchange is given back the PACKAGINGS at a place of unloading and wants to hand them over somewhere. In this case, the Platform enables the User to create a Supply of TRANSPORT PACKAGINGS, in which they define where the TRANSPORT PACKAGINGS is and in what radius they are willing to bring them.

(hereinafter also referred to as “Supply” in the particular grammatical form)

1.13. Reaction:

GOPALL Platform allows to do an online real-time reaction to a Demand or Supply of TRANSPORT PACKAGINGS.

(hereinafter also referred to as “Reaction” in the particular grammatical form)

The purpose of the Reaction is to reach another User and contains data about within what Supply and Demand the User proposes an exchange of the TRANSPORT PACKAGINGS.

The User is entitled to search Reactions for each Supply and Demand individually, and after the User’s consideration to continue to an Order or simply to reject the Reaction.

1.14. Order:

An Order is created mutually by parties – the demanding User who needs the TRANSPORT PACKAGINGS and the supplying User who has the TRANSPORT PACKAGINGS (hereinafter referred to as the “Order” in the particular grammatical form). The Order is created online using the Platform’s functionalities and defines all the essentials for the exchange of TRANSPORT PACKAGINGS between Users.

1.15. Completed Order:

A Completed Order is a fulfilled Order in the Platform system. Completion of an Order is defined by a procedure in the Platform in compliance with these GTC (hereinafter also as “Completed Order” in the particular grammatical form).

1.16. Copyright Act:

 Act no. 185/2015 Coll. Copyright Act, as amended (hereinafter referred to as the “Copyright Act”), or any law that shall supersede this Act.

1.17. Commercial Code:

Act no. 513/1991 Coll. Commercial Code as amended (hereinafter also referred to as the “Commercial Code”) or any law that shall supersede this Act.

1.18. VAT Act:

Act no. 222/2004 Coll. on Value Added Tax, as amended (hereinafter referred to as the “VAT Act”) or any law that shall supersede this Act.

1.19. Working Day:

It means any day except Saturdays, Sundays and days that are in accordance with Act no. 241/1993 Coll. on public holidays, non-working days and memorial days, as amended, public holidays or other public holidays (hereinafter also referred to as “Working Day” in the particular grammatical form).

 1.20. Legal regulations of Slovak republic:

Generally binding legal regulations and implementing regulations (excluding conflict-of-law rules) valid and effective in the Slovak Republic (hereinafter also referred to as “legal regulations”).

2. GTC SUBJECT MATTER

2.1. The Company shall grant the User the right to use the Platform (including the Mobile App) in the form of a license granted by the Company to the User to the extent and under the conditions stated in these GTC.

2.2 These GTC constitute a legally binding agreement between the User of the Platform and the Company, which is a commercial and non-consumer relationship, as the Platform is not intended for users with the status of natural persons (consumers) but solely business entities. (i.e. business companies and legal persons).

2.3. By accepting and agreeing to these GTC, the User expressly gives consent that the written form of the legal act – agreement/contract between the User and the Company is considered to be preserved for the avoidance of doubt.

2.4. The legal relationship established by these GTC shall not be subject to consumer protection legislation, nor to any claims and obligations arising from such legislation. For the avoidance of doubt, the legal relationship established by these GTC shall be subject to the primary provisions of the Commercial Code and the Copyright Act.

2.5. On the basis of online registration of the User to the Platform, which is preceded by an obligatory duty to express their consent to get acquainted with and accept these GTC, the User undertakes to comply with all conditions and obligations stated in these GTC. The User declares that they agree with the terms and obligations under these GTC without any reservations and comments. Before agreeing to these GTC, they have carefully studied the GTC and have become acquainted with their content to the extent they consider sufficient and necessary.

2.6. The User declares that they are bound by these GTC and undertakes to observe them, as well as they undertake to observe valid legal regulations, good morals and undertake not to perform any acts in relation to the use of the Platform that would be contrary to applicable law, good morals and these GTC.

2.7. By accepting and agreeing to these GTC, the User declares that they have the full necessary competence, authority and authorization to conclude and fulfill this agreement based on consent to these GTC, the User is authorized to give consent to these GTC and observe these provisions. The User is fully responsible for the truthfulness and completeness of this declaration.

2.8. Acquaintance with and acceptance of these GTC is a condition for displaying and using the Platform as well as using the Mobile App.

2.9. The User acknowledges and agrees that the Company has full discretion to decline or refuse to allow the User to sign up and create an Account in the Platform, without giving any reason.

2.10. If the User disagrees with these GTC (wholly or partially) or acts as a natural person (consumer), he is not authorized to use the Platform or register in it. If the User is already registered, the User is obliged to stop using the Platform and immediately revoke the registration.

3. GTC AMENDMENTS

3.1. The Company reserves the right, at its own discretion, to amend or add the provisions of these GTC and any other documents referred to in these GTC at any time without prior notice to the User.

3.2. An amendment to these GTC shall enter into force on the day of its publication on the Website www.gopall.com, unless otherwise stated in the amended GTC.

3.3. Further use of the Platform by the User after the entry into force of the amendment shall be deemed to be an acceptance of the amendments to these GTC. If the User does not agree with the amendment to these GTC, he is obliged to terminate the use of the Platform and cancel their registration in it.

4. LICENSE FOR PLATFORM USAGE

4.1. In accordance with these GTC, the Company grants the User a non-exclusive license to use the Platform.

4.2. The method of using the license, i.e. the use of the Platform is permitted only for the purposes set in these GTC and for the use of the functionalities provided by the Platform.The use of the Platform is strictly limited to the use of the Platform by the User for the purpose of accessing and using the Platform in the usual manner for the purposes for which it is intended. Use of the Platform for any other purpose and/or otherwise is prohibited without the prior written consent of the Company.

4.3. The User is not authorized to use the Platform for any other purpose, in particular it is not authorized to modify, copy, amend, change, process, adapt, translate, create derivative works, distribute, license, sublicense, sell, transmit, publicly display, publicly execute, publicly transmit, publicly present, broadcast, associate with other works, trade the Platform or otherwise use the Platform.

4.4. The use of the Platform by the User is not permitted (in particular, but not exclusively) for the following purposes:

4.4.1. sending/disseminating unrequested messages (e.g. spam);

4.4.2. sending/disseminating mass demands that are not in compliance with the purpose and function of the Platform;

4.4.3. sending/disseminating general advertising and general offers;

4.4.4. using for illegal or fraudulent purposes;

4.4.5. using for purposes contrary to generally binding legal regulations;

4.4.6. sending/disseminating false or hoax information;

4.4.7. any violation of the rights of other persons (natural or legal);

4.4.8. creating dummy accounts in the Platform;

4.4.9. collecting data, in particular such as to enable the creation of another User’s profile;

4.4.10. inserting data that affects the functionality of the terminal device or Platform Software;

4.4.11. inserting, modifying, altering, copying program codes;

4.4.12. posting, inserting, distributing content that restricts, harasses or harms the Company, other Users or third parties (such as boycott calls, chain mails, stalking, threats, insults, defamation, discrimination, hate speech, harm to other people’s business, expressing sexually explicit content, brutality, violence or nudity, etc.);

4.4.13. sending, inserting, disseminating content that is in conflict with applicable law, good morals, these GTC or for the transfer of which the User is not authorized to.

4.5. The User is not entitled to continuous consulting regarding the Platform, to have updates or other data carriers delivered, in particular, the User has no right to gain the source code, to decompile or modify the Platform. The User is prohibited from using the licensed software of the Platform for further development in the form of an altered version, or making copies for the benefit of third parties or other Users.

4.6. The granted license does not entitle the User to sublicense or in any way to transfer the data and usage options acquired with this Platform software to third parties, in particular it does not authorize the use of the software for its own privacy policy concerning electronic data processing.

4.7. The use of the Platform does not give the User any right to modify and/or interfere with the Platform or to use the rights belonging to the Company in relation to the Platform.

4.8. The Platform Software and its source code are protected in accordance with the Copyright Act under the valid legal regulations.

4.9. The Platform Software remains the property of the Company. The Platform Software may contain codes that are intellectual property of third parties, including links to these codes. These codes are provided to the User in the form of sublicense based on license agreements or provisions of the relevant third party. The User is not authorized to remove notices of copyright and other proprietary rights contained in the Platform.

4.10. The license is granted by the Company to the User in territorial unlimited extent.

4.11. The License is granted by the Company to the User for an indefinite period of time, which is limited by the duration of the legal relationship between the Company and the User established pursuant to these GTC, i.e. for the duration of the User’s registration in the Platform.

4.12. The License is granted by the Company to the User to a limited extent, which only applies to the entry and obtaining of specific commercial/business data through the Platform and Mobile App in the normal business activity of the User, which must comply with legal regulations and these GTC. The Company shall, at its own discretion, allow the User to access the Platform in the form of an online registration through the Internet interface to the current hardware and software environment of the User to which it will subsequently log in and use it with a combination of Username and Password, as well as in the form of Mobile App in the limited extent, which this Mobile App allows.

4.13. The selection, purchase and installation of the necessary hardware and software for the use of the Platform shall be solely at the user’s own expense and responsibility.

4.14. The Platform Software enables the User to access the Platform User system together with other Users without entitlement to be given preference over other Users.

4.15. The platform operates on Internet-connected servers that are available exclusively through online Internet connections.

4.16. The use right to the Platform granted to the User by this Agreement with the consent of the User to these GTC shall apply to the individually agreed number of separate Accesses and shall be indivisible, non-transferable and non-assignable to third parties (i.e. the transfer of rights and obligations is excluded).

4.17. The License to use the Platform in accordance with these GTC is provided to the User by the Company for a Fee, and the Company’s entitlement to Fee arises in connection with the use of the TRANSPORT PACKAGINGS exchange service via the Platform under the conditions foreseen by these GTC.

4.18. The User acknowledges that the TRANSPORT PACKAGINGS exchange service between Users via the Platform (some of its functionalities) will not be available unless the User’s Deposit is sufficient to cover the countervalue for the TRANSPORT PACKAGINGS and the payment of the Company’s Fee.

5. OPTIMIZATION, MANINTANENCE AND ACCESSIBILITY OF PLATFORM

5.1. The Company shall be entitled to optimize, further develop, change functionality and modify the Platform so as not to limit the essential performance functionalities of the Platform and individual Users when using the Platform.

5.2. The Company is not obliged to ensure the permanent and continuous availability of the Platform. It undertakes, however, to use its best endeavors to secure and correct any possible errors.

5.3. Scheduled maintenance and updates of the Platform are performed by the Company on working days from 00.00am to 04.00am (CET/CEST) and weekends throughout the whole day. The Company will inform the Users of the scheduled maintenance dates by posting a notice on the Website www.gopall.com, preferably at least (3) three days in advance.

5.4.The Company reserves the right to modify, suspend or terminate, temporarily or permanently, the operation of the Platform or any part thereof at any time, without prior notice to the User under the terms of these GTC.

6. PLATFORM USE RIGHT

6.1. The use of the Platform by the User is permitted only for the purposes stated in these GTC. The use for any other purpose is prohibited without a prior written consent of the Company.

6.2. The use right to the Platform only applies to entering and obtaining of specific commercial/business data in the legitimate business activity of the User, which must comply with legal regulations and these GTC.

6.3. All data provided by the User (including data about the User, as well as data presented in communication with other User(s)) must be current, truthful, whole in the required form and scope. At the Company’s request, such data must be substantiated and duly demonstrated by the User to the Company to the extent and in the manner required by the Company.

6.4. The User is obliged to inform the Company without any delay of any change concerning the User, which is relevant for the Commercial, Trade or any other law-kept register. This applies in particular to changes of the legal business forms, address changes, or changes in the persons authorized to represent and act on behalf of the User registered in the Commercial, Trade or other law-kept register.

6.5. If the Company finds, based on information from publicly available registers, that the User data is incomplete and/or incorrect, the Company may inform the User of such discrepancies. Unless the User completes or corrects their data within 5 days after receiving the notice from the Company, the Company is authorized by the User, but not obliged, to add or correct the User’s data on their behalf and under their responsibility in the User Information Database in the Platform in compliance with the official data published in the Commercial Register, the Trade Register or any other register maintained by law.

6.6. The User is obliged to state and maintain data in the User Information Database in the Platform up-to-date, accurate and complete; it is not the duty of the Company to proactively identify and rectify this data.

6.7. The User, and not the Company, is fully responsible for stating and maintaining the outdated, inaccurate and incomplete data about the User.

6.8. The Company reserves the right to block the User’s data and/or the User Access to the Platform in case of violation of the above-mentioned Clauses 6.3 to 6.6 of these GTC.

6.9. The Company reserves the right to interrupt User’s connection to the Platform User system and delete all or part of the data if it discovers that the User intentionally presents incomplete and/or incorrect data for themselves or another person to create fictitious Accounts with the intent to damage or mislead other Platform Users.

6.10. Any data provided/gained from the Platform may be extracted exclusively through the integrated export or print functionality.

6.11. The Platform Database is provided to the User for the use within the normal scope of proper business activity. Copying the Platform’s database or parts thereof is prohibited for copyright protection reasons.

6.12. For automated use of the Platform, whether in the form of interfaces, foreign software, robots, scripts or other tools that are different from standard browsers, such as Chrome, Firefox, Safari, Opera, or Internet Explorer, prior written consent from the Company is required.

6.13. The Company reserves the right to take appropriate measures to restrict User’s right to use the Platform if, through their individual use of the Platform, it imposes a burden on the Company’s resources in a manner that worsens the appropriate distribution of available server capacity or storage capacity. Such limitations can be made, e.g. by limiting the number of Demands or Supplies per minute per Account, limiting storage, and so on.

6.14. The Company reserves the right to take appropriate measures to restrict User’s right to use, as well as to interrupt User’s connection to the Platform User system and erase data if it can prevent or terminate User’s breaches of these GTC, applicable law, or good morals. The same applies to cases where the existence of the Platform software or the User system of the Company is technically or legally endangered by the User.

6.15. If the User fails to comply with any of its contractual obligations under these GTC (regardless of whether this results in a major or minor breach) or if it is in delay in rectification of any other breach of contractual obligation in accordance with these GTC,withthis fact the Company is relieved of its obligation to fulfill its duties and responsibilities.

7. BRIEF CHARACTERISTICS OF THE SERVICE PROVIDED BY THE APPLICATION

7.1. The platform enables the exchange of TRANSPORT PACKAGINGS between the Users. However, the Company is not a party to the contractual relationship between the Users and is not responsible or liable for the performance of the mediated contract in the form of a mutually agreed Order between the Users, and that the Users acknowledge and declare to be aware of this fact.

7.2. The Platform allows the User to access the functionality by which the User can submit individual Demands for the purpose of exchanging TRANSPORT PACKAGINGS (along with the specification) of the selected target group and at the same time allows the User to submit Supplies (along with the specification) to the Demand of another User and vice versa.

7.3. Only the Platform Users can belong to the target group.

7.4. The Platform allows the User to submit and process individual Demands or Supplies in order to exchange TRANSPORT PACKAGINGS and to submit Reactions to certain Demands or Supplies of other Users at their own discretion and to choose from the Users offered within the Platform. For this purpose, the User may at the same time enter data about their company (i.e. a business company or an entrepreneur), specifying the conditions and documents into the specific database of the Platform, as well as look in the specific Platform database of other Users.

7.5. The condition for (i) viewing and entering (information and documents) in the specified Platform database; (ii) entering Demands and/or Supplies or Reactions and (iii) performing other actions using the Platform’s functionalities, is the User’s consent to these GTC is granted upon its registration.

7.6. As soon as the User submits a Demands or a Supply, a notice of such Demand or Supply is published in the Platform so that other Users may respond to them in the form of a Reaction to such Demand or Supply.

7.7. Each registered User in the Platform has the option to define their specific terms and conditions for a specific Demand and/or Supply under which they will exchange the TRANSPORT PACKAGINGS as well as other specifics relevant to the decision making of another User. The User undertakes to get acquainted with all terms and conditions set forth in the Platform by the User (submitter) of a Demand and/or a Supply.

7.8. The Company reserves the right to limit the number of optional recipients in the Platform for sending a Demand and/or a Supply for the exchange of TRANSPORT PACKAGINGS as well as to limit the duration of a Demand and/or a Supply.

7.9. Submitting a Demand and/or a Supply into the Platform for the exchange of TRANSPORT PACKAGINGS is not a binding order, but a call for submissions of Demands and/or Supplies through Reactions and does not oblige the User to conclude an Order with another User. An effective Order can only be executed after a synchronizing explanation, confirmation and approval of the more precise terms by the Users, i.e. of the submitter of the Demand and the Supply or vice versa.

7.10. The Company does not provide any warranty nor is it responsible that any of the Users shall respond to a Demand or a Supply and an Order shall be concluded.

7.11. The User is solely responsible for all the data and their accuracy stated in the User’s Demands, Supplies and Reactions that the Company publishes or forwards through the Platform. The Company shall not be liable or assume any responsibility for such data or for the fulfillment of such resulting agreements – Orders between Users or agreements on confidentiality of information and does not itself become a party thereto.

7.12. The Company reserves the right to review the content of the Demands and/or Supplies and/or Reactions submitted by the User to the Platform for the purposes of an effective exchange of TRANSPORT PACKAGINGS.

7.13. A Demand and/or a Supply and/or User’s Reactions in the Platform will not be accepted especially if it is in conflict with applicable law, these GTC, third party rights or good morals. A Demand and/or a Supply will be considered incomplete if they lack the required essential data. If the Company determines, even afterwards that the User, as the submitter of the Demands and/or Supplies and/or Reactions in any way violated this provision of these GTC, the Company shall be entitled to delete a specific Demand and/or Supply from the Platform without further notice to the User.

7.14. The Company reserves the right to delete or not forward User’s Demands, Supplies and Reactions if it becomes aware of material facts that specifically endanger the conclusion of an agreement – Orders between Users, or it has been officially prohibited to Users to perform such activities by law, court or relevant office itself, in case such as these, the Company is not obliged to notify this fact to the User. The assessment of the gravity of the facts according to the previous sentence depends solely on the Company and the User is obliged to accept it.

7.15. The Company reserves the right to delete Demands, Supplies and Reactions or not to forward them to those Users who do not act in their own name and at their expenses, without the necessity to notify the Users.

7.16. The User is obliged to delete outdated data of submitted Demands and Supplies without delay. Data must be up-to-date and correctly entered in the specified input fields, the entry must be complete, recorded in plain text font, with no extra spaces or other characters intended solely for highlighting. The Company reserves the right to automatically delete data, submissions of a Demand or a Supply that does not meet these criteria without further notice to the User.

7.17. An Order is created online using the Platform’s functionalities and defines all the essentials: (i) from whom and to whom it is intended, (ii) handover location, (iii) number and TRANSPORT PACKAGINGS type, (iv) the deadline by which TRANSPORT PACKAGINGS must be handed over, (v) the amount of the financial security from the User’s Deposit serving as a countervalue for the TRANSPORT PACKAGINGS, (vi) in what ratio the Fee shall be distributed. It is also possible to set/agree on, as non-essential part of the Order, cancellation fees for both parties – Users in case of a non-compliance or premature cancellation of the Order by one of the Users. The Order and its content become a legally binding agreement between the Users by a consent from each of the Users through the Platform functionalities with which the User expressly agrees. By concluding an Order between the Users via the Platform using its functionalities, the written form of a legal act is considered to be preserved (if required), which the User expressly agrees with by accepting these GTC.

7.18. A Completed Order is a met Order in the Platform system, which may be either by (i) fulfillment or (ii) fulfillment of the cancellation conditions.

7.18.1. The supplying User shall complete the Order by delivering TRANSPORT PACKAGINGS according to the demanding User’s Order, which the demanding User shall confirm or the period agreed by Users in the Order for Confirmation expires in vain – Completed Order. (At this time, the Supplying User is credited with a Deposit agreed in the Order as a Credit beyond Deposit, which is deducted from the Demanding User’s Credit).

7.18.2. An Order shall be considered as completed even if the cancellation conditions of the Order agreed between the Users have been fulfilled and the Order was terminated without fulfillment – Canceled Order.

8. PRICE AND PAYMENT CONDITIONS

8.1. User registration in the Platform (including the download and installation of the Mobile App) is free of charge, and the User will not be charged for an active Account.

8.2. The License for the use of the Platform (including the Mobile App) pursuant to these GTC is provided to the User by the Company for a Fee, and the Company’s right for remuneration arises in connection with the use of the Platform in the cases foreseen by these GTC.

8.3. The costs of using remote communication means (internet connection, etc.) for its use are in the normal amount, depending on the tariff of telecommunication services used by the User and these costs are the User’s responsibility.

8.4. The User acknowledges and agrees that he is not entitled to any remuneration for the use of the Platform.

8.5. For each mediation of TRANSPORTAT PACKAGINGS services via the Platform, i.e. for each Completed Order (with the exception of Article 7 paragraph 7.18.2 hereof – Canceled Order) among the Users, the Company is entitled to the Fee for the use of the Platform at the amount determined according to the Pricing, which the User undertakes to pay in accordance with these GTC.

8.6. Any change in the Pricing shall take effect on the day following to its publication on the Website gopall.com and from that day the User and the Company are bound by it. The User agrees with the new Pricing of the Company by using the Platform even after the new Pricing becomes effective and does not cancel its registration. The Company’s Fee shall be in accordance with the Pricing valid at the time when the Fee entitlement comes to an existence.

8.7. For each individual mediation of the TRANSPORT PACKAGINGS exchange service via the Platform, i.e. for each Completed Order (with the exception of Article 7 Clause 7.18.2 of these GTC – Canceled Order), the User is obliged to pay a Fee to the Company, the amount of which is determined based on the unit prices stated in the valid Pricing, while the amount of unit prices within the meaning of these GTC will be charged with VAT according to the generally binding legal regulation effective at the time of the tax liability (for the purposes of these GTC as the “Fee”).

8.8. The Company’s entitlement to the Fee comes to an existence at the moment of the Order completion, as stated in Article 7 Clause 7.18.1 of these GTC.

8.9. Pursuant to Article 7 Clause 7.18.1 at the time of the completion of an Order the Company is always entitled unilaterally to set off its Fee (in the appropriate amount) from the finances of the Deposit from the User’s Credit in User’s Account with which the User is aware and agrees without objection. The User grants the Company their consent for repeated unilateral offsetting of the Fees (in an appropriate amounts) for the duration of the contractual relationship established between the User and the Company under these GTC, as well as after its termination in cases foreseen by these GTC. The Company’s charging of the appropriate amount shall be reflected in the User’s Account by the decrease in the monetary value of the Deposit from the User’s Credit in the appropriate amount of the Company’s Fee, which is also considered to be a one-sided set-off by the Company towards the User with which the User agrees.

8.10. At the end of each calendar month, the Company shall send to the User’s e-mail address designated by the User as part of the registration to the Platform (written form is deemed to be preserved for this purpose) or in the form of a message to the User Account (written form is deemed to be preserved for this purpose) a billing invoice for the total paid Monthly Fee (calculated as a sum ofthe Completed Orders pursuant to Article 7 Clause 7.18.1 of these GTC for the past calendar month and unit prices in accordance with the current Pricing) and that together with a credit note on the payment of the relevant part of the Fee.

8.11. By accepting these GTC, the User declares that at the date of the legal relationship between the Use and the Company is established by the User’s acceptance of these GTC in full and without obligations, there are no grounds of which the User shall become a guarantor for the tax under Section 69 Clause 14 of the VAT Act. In the event that the Company becomes a guarantor of VAT pursuant to Section 69, Clause 14 in relation to Section 69b of the VAT Act, or there will be a risk of such an event, the Company is entitled to withhold 20% (or any amount specified by law as the amount of the VAT rate) of the amount of each Fee from the User for the purpose of paying VAT to tax administrator. The User is obliged to prove to the Company in a credible manner that the reasons for the VAT guarantee have passed.

9. GDPR

9.1. The User acknowledges that through the Platform, the Company may process personal data for the purposes and under the conditions set out in the “GOPALL Privacy Policy” published on the Website gopall.com, whereas by accepting and agreeing to these GTC, the User expressly declares that they have become acquainted with them and that they agree with the processing of personal data in such case.

10. CONFIDENTIAL INFORMATION

10.1. The User and the Company undertake not to disclose any information that have been made accessible to them by using the Platform as confidential (hereinafter referred to as “Confidential Information”), to use it for their or third party financial or other benefit, without the prior written consent of the other party and will not use this information and materials for any purpose other than to fulfill the contractual relationship established by these GTC.

10.2. The following shall not be considered as Confidential Information according to Clause 10.1:

10.2.1. data that is publicly known on the date of contract conclusion or that could have already been procured from commercially available sources on that date,

10.2.2. data that has become publicly known after the date of the contract or that can be acquired after that date from commercially available sources, other than as a result of a breach of the confidentiality obligation under this Clause of these GTC.

10.3. Confidentiality in accordance with Clause 10.1 of these GTC shall not apply if:

10.3.1. The User or the Company has disclosed Confidential Information with the prior written consent of the other party,

10.3.2. One Party is required by law to provide Confidential Information; in such case, the Party disclosing the Confidential Information is obliged to inform the other Party of such occurrence of the obligation to provide the Confidential Information by law and of the manner and extent in which it intends to comply with it; however, in such case, the Party disclosing the Confidential Information is obliged to take appropriate and effective measures to keep the maximum of Confidential Information undisclosed to unauthorized persons (for example by marking the data as business/tax secrecy, “confidential”, “top secret” and the like);

10.3.3. one Party has used Confidential Information in any judicial, arbitration, administrative or other proceedings regarding the rights and obligations under these GTC.

10.4. The Company and the Users undertake not to disclose Confidential Information without the prior written consent of the other party to third parties, nor to give third parties access to Confidential Information.

10.5. Confidentiality obligations pursuant to this Clause of these GTC are of unlimited duration and continue even after the termination of the Contract.

10.6. The provisions of the preceding Clauses of this Article 10 of these GTC shall not in any way restrict the right to the protection of trade secrets within the meaning of Section 17 of Commercial Code.

11. LIABILITY EXCLUSION

11.1. The Company shall not be held responsible (nor guarantee) for any action (acts) of the User through the use of the Platform, for which the User is fully responsible.

11.2. The User is solely responsible for all activities performed on the Account and in the Platform (including the Mobile App) and shall notify the Company without delay of any unauthorized use via the Company’s contact details published on gopall.com.

11.3. The Company shall not be liable for any loss, damage, or injury caused by an unauthorized use of the Account and the Platform (including the Mobile App), nor an authorized use of the Account and Platform (including the Mobile Appl.) by the User. All responsibility for the activity and actions lies with the User objectively regardless of fault.

11.4. The User is solely responsible for securing and protecting their Account password.

11.5. The actions of third parties to which the User Access is being granted, establish the rights and obligations directly to the User, i.e. binds the User directly without the possibility of liberation; it is the absolute responsibility of the User.

11.6. The Company shall not be liable (nor guarantee) for any actions (acts) of the User and third parties to which the User has granted the User Access. The User is fully responsible for these actions (acts).

11.7. Cancellation of the Third-Party User Access by the User does not apply to acts performed by a third party before the moment of the Access cancellation and for which the User is fully responsible.

11.8. The User acknowledges and agrees that any agreement and/or contract – an Order between the Users for the purpose of mediating the TRANSPORT PACKAGINGS exchange service provided through the Platform is solely negotiated between the Users, not between the User/Users and the Company. The Company only provides the User with a technological application – the Platform (Incl. the Mobile App), the purpose of which is to connect the User with other Users for the purpose of mediating the TRANSPORTAT PACKAGINGS exchange service. The Company does not enter, interfere, or participate in the legal relations between the Users, nor is a participant or a contractual party thereto.

11.9. The Company is not a party to the Order and is not responsible or liable for its fulfillment by the Users. Any claims relating to the TRANSPORT PACKAGINGS exchange shall relate solely to the contractual relationship between the Users.

11.10. The Company is not responsible for the quality and technical condition of TRANSPORT PACKAGINGS, which are subject to an exchange between Users through the Platform. Users are solely responsible for this.

11.11. The Company shall not be liable for any damage caused to the User in the event that for any reason the Order is terminated otherwise than by the fulfillment by the Users, nor for any damage and/or harm caused by a third party or other users. By using the Platform, User acknowledges and agrees that any claims they shall have in connection with the actions of third parties or Users will be limited to the claim against such third party or User and will not use such claims against the Company.

11.12. The User acknowledges that the TRANSPORT PACKAGINGS exchange service between the Users via the Platform is subject to various conditions (e.g. price, quantity limits, time limits, cancellation conditions, etc.) which the Users agree on with each other in the Order through the Platform functionalities and thus these are not determined by the Company, nor does the Company interfere in such conditions. Regarding the use of the Platform in relation to the Company as well as in the relationship between Users, each User is bound by the respective legal regulations, good morals and these GTC.

11.13. The Company does not make no warranties regarding the use of the Platform (Incl. the Mobile App), its content, and shall not be responsible for the continuing functionality, error-free operation and provision of services provided by or through the Platform (Incl. the Mobile App).

11.14. The Company shall not be responsible or liable for the completeness, up-to-dateness and correctness of the transmitted data through the Platform (Incl. the Mobile Application) nor for the User receiving the relevant information in a timely manner.

11.15. The use of the Platform (Incl. the Mobile App) is at the sole risk and responsibility of the User. The Company shall not be liable for any damage or harm that may be caused to the User in connection with the use of the Platform (Incl. the Mobile App). Similarly, the communication of the User and the fulfillment of obligations towards other Users are executed at the sole risk and responsibility of the User.

11.16. The Company is not liable for the damages caused by the Users among themselves, whether by loss of data, data transmission error or otherwise. The Company is also not liable for any malicious software or program codes (viruses, Trojan horses, worms, etc.) uploaded to the User system or transferred by the Users in attachments or descriptions of their Demands and/or Supplies and/or Reactions and spread from there. The User is directly responsible for not transmitting malicious software.

11.17. In the event that the services provided through the Platform are permanently terminated, the Company shall not be liable for any difficulties thereof, except for the obligation to pay the User the current amount of the Credit in his Account. Money in the value of the Credit shall be paid exclusively to the User bank account appointed by the User in the Platform.

12. COMPENSATION

12.1 The User agrees, undertakes and promises to indemnify the Company in its entirety without limitation for all harm and damage to the Company occurring from unauthorized use of the Platform, in particular, but not exclusively in connection with (i) the TRANSPORT PACKAGINGS exchange services, (ii) violation of these GTC, good morals and applicable law and/or (iii) the content entered into the Platform by the User, etc.

13. REGISTRATION TERMINATION AND LICENSE EXPIRY

13.1. The User has no obligation to use the Platform and at any time and without prior notice they are entitled to stop the Platform using.

13.2. The User has the right at any time and without giving any reason to ask the Company through the Platform functionality to terminate/cancel their registration and to have the Deposit paid out.

13.2.1. Such request is considered as a proposal for termination of the contractual relationship between the Company and the User by granting the User’s consent to these GTC.

13.2.2. The proposal to cancel the registration, i.e. the proposal to terminate the contractual relationship by agreement shall be considered as accepted by the Company at the moment of cancellation of the User’s registration in the Platform; at the moment of termination of their Account and User Access to the Platform (Incl. Access to the Mobile App). At the same time, the User license granted by the Company to the User under these GTC for the use of the Platform (including the Mobile Appl) expires.

13.2.3. Money from the Deposit shall be returned to the User exclusively to the company’s bank account of the User, which was last designated by the User in the Platform and no later than on the second business day after the cancellation of the User’s registration in the Platform.

13.2.4. The User acknowledges and agrees that if they have applied for the termination/cancellation of their registration, they are not entitled to redeem the money value of the Credit beyond Deposit, but prior to their cancellation request the User may use the Credit beyond Deposit via the Platform functionalities (exclusively for the same certain types of TRANSPORT PACKAGINGS which the User has delivered) so that the User can have the TRANSPORT PACKAGINGS delivered to the designated place. If the User does not use the Credit beyond Deposit before applying for the cancellation of the registration using the Platform’s functionalities, then by canceling the registration their right to have the unused Credit beyond the Deposit returned shall expire. The User is responsible for resetting/spending the Credit beyond Deposit prior to requesting for termination/cancellation of their registration.

13.3. In case of a breach of the obligations under these GTC, legal regulations and good morals by the User, the Company shall have the right to suspend, restrict or terminate the use of the Platform (cancel the registration of the User) without prior notice to the User to protect the rights of the Company and/or the rights of third parties. In such case, the User acknowledges and agrees that they will not be entitled to any performance of obligations under these GTC by the Company, nor to claim damages, or any other harm caused by the suspension, restriction or termination of the use of the Platform.

13.4. Pursuant to Clause 13.3. of these GTC the Company shall be entitled to unilaterally withdraw from the contractual relationship between the User and the Company which arisen by granting the User’s consent to these GTC and subsequently canceling the User’s registration in the Platform.

13.4.1. The Company shall send the withdrawal electronically to the User’s e-mail address as the User designated in the Platform, and the withdrawal shall be deemed delivered to the User at the moment of its sending by the Company to the given e-mail address regardless of whether the User has read it and the written form of action is considered to be preserved in the given case.

13.4.2. The contractual relationship is terminated at the moment of the withdrawal delivery to the User. At the same time, the User license granted by the Company to the User under these GTC for the use of the Platform (Incl. the Mobile Appl) expires. Unregistering the User from the Platform, i.e. cancellation of their Account and the User Access to the Platform (Incl. Access to the Mobile App) shall take place no later than the next business day after the delivery of the withdrawal to the User.

13.4.3. Money from the Deposit shall be returned to the User exclusively to the company bank account of the User, which was last designated by the User in the Platform and no later than on the second business day after the cancellation of the User’s registration in the Platform.

13.4.4. The User acknowledges and agrees that in the event of withdrawal from the contractual relationship by the Company, the User is not entitled to the payment of the monetary value of the Credit beyond Deposit. If the value of the Credit beyond Deposit exceeds € 50 (in words: fifty euros) at the time of termination of the contractual relationship, the User may request the Company to ensure a delivery of the TRANSPORT PACKAGINGS handed over and covered by the Credit beyond Deposit in the User’s Account to an agreed location/address. The Company will provide this delivery for a resetting service fee of € 50 (in words: fifty euros), which the Company shall set-off with the relevant part of the Credit beyond Deposit in the User’s Account. To the remainder, the Company shall ensure the delivery of TRANSPORT PACKAGINGS to the User at the agreed place/address. If the value of the User’s Credit beyond Deposit does not exceed € 50 (in words: fifty euros) at the time of termination of the contractual relationship, the User acknowledges and agrees that the Company will cancel their Account and the Credit beyond Deposit shall be set off to the Company’s account as the service resetting fee of € 50 (in words: fifty euro) or the reaming part and with this the User wholly agrees.

13.5. The Company is entitled to unilaterally terminate the contractual relationship between the Company and the User which has arisen by giving the User’s consent to these GTC, by notice and subsequently to cancel the User’s registration in the Platform without giving any reason.

13.5.1. The Company shall send the notice electronically to the User’s e-mail address designated by the User in the Platform, the notice being deemed delivered to the User at the moment of its sending by the Company to that particular e-mail address, regardless of whether the User has read it and the written form of this action is deemed to be preserved in the given case.

13.5.2. The notice period is two months and begins on the day following the delivery of the notice to the User. The contractual relationship is terminated as soon as the notice period expires. At the same time, the User’s license granted by the Company to the User under these GTC for the use of the Platform (Incl. the Mobile App) expires. Cancellation of the User’s registration in the Platform, i.e. cancellation of their Account and User Access to the Platform (Incl. Access to the Mobile App) shall take place no later than the next business day after the termination of the contractual relationship.

13.5.3. Finances from the Deposit will be returned to the User exclusively to the company’s bank account of the User, which was last designated by the User in the Platform and at the (very) latest on the second business day after the cancellation of the User’s registration in the Platform.

13.5.4. The User acknowledges and agrees that in the event of termination of the contractual relationship by the Company, the User is not entitled to the payment of the monetary value of the Credit beyond Deposit. If the value of the Credit beyond Deposit exceeds € 50 (in words: fifty euros) at the time of termination of the contractual relationship, the User may request the Company to ensure a delivery of the TRANSPORT PACKAGINGS handed over and covered by the Credit beyond Deposit in the User’s Account to an agreed location/address. The Company will provide this delivery for a resetting service fee of € 50 (in words: fifty euros), which the Company shall set-off with the relevant part of the Credit beyond Deposit in the User’s Account. To the remainder, the Company shall ensure the delivery of TRANSPORT PACKAGINGS to the User at the agreed place/address. If the value of the User’s Credit beyond Deposit does not exceed € 50 (in words: fifty euros) at the time of termination of the contractual relationship, the User acknowledges and agrees that the Company will cancel their Account and the Credit beyond Deposit shall be set off to the Company’s account as the service resetting fee of € 50 (in words: fifty euro) or the reaming part and with this the User wholly agrees.

13.6. The above termination of the contractual relationship (irrespective of the form of termination) shall not affect the validity and enforceability of these GTC, especially those provisions which according to these GTC shall continue even after the termination of the contractual relationship between the Company and the User.

14. FINAL PROVISIONS

14.1. These GTC and the relations between the Company and the User are governed by the provisions of the Slovak legal order (excluding its conflict-of-law rules). The User agrees that any claim or dispute that arises/may arise between the Company and the User shall be settled in the Slovak court according to the substantive and local jurisdiction in accordance with the Slovak procedural law.

14.2. These GTC together with the documents referred to in these GTC and/or other legal notices or additional terms and conditions or provisions published by the Company in the Platform represent the complete agreement between the Company and the User regarding the Platform and the services provided through the Platform.

14.3. If, for any reason, any provision of these GTC is declared invalid or unenforceable, such invalidity or unenforceability shall not affect other provisions of these GTC and the Company may unilaterally replace such invalid or unenforceable provision by an amendment that corresponds to the original meaning of such provision, the other provisions of these GTC remain valid, enforceable and unaffected.

14.4. The individual titles of the Articles of these GTC are designated and marked only for the sake of clarity and do not produce any particular legal effect.

14.5. Those rights and obligations which by their nature are to remain valid and effective after termination of these GTC do not expire or loose effectiveness even after their termination, in particular (but not exclusively) to the provisions on liability exclusion, Governing Law and jurisdiction, etc.

14.6. The Company is entitled to pass on any payable receivables or bad debts of the User to a third party, even without a prior consent of the User and with that the User agrees.

14.7. The User shall not be entitled to unilaterally set off any receivables of the Company regarding this contractual relationship without the prior written consent of the Company. Any unilateral offsetting of the User’s receivables from the Company shall be deemed void and null.

14.8. The User is not entitled to pass on any payable receivables or bad debts of the Company to any third party without a prior written consent of the Company. Any unilateral passing on of the receivables without a prior written consent of the Company shall be deemed void and null.

14.9. Please note that the Slovak language is the governing language under which the performance of contract and Privacy Policy are executed. This document may be translated to various languages solely for convenience and informative purposes. It cannot be relied upon as an official translation and the decisive version is always the Slovak version. The Company does not provide any guarantee as to the accuracy or completeness of the translation.

14.10. This GTC shall come into force and effect on 11/25/2019.