Terms and Conditions
Moddule Standard Terms and Conditions for Shipment Visibility and Fulfillment Visibility
These Terms and Conditions (“T&Cs”) govern the use of the Services (as defined below). These T&Cs are entered into by you (“User” or “You”) and Moddule ApS (“Moddule” or “We”), each a “Party” and together, the “Parties”.
Upon accepting these T&Cs and using our Services, hereunder the Moddule Platform, you become a User (as defined below). Access to and use of the Services are conditioned on the acceptance of and compliance with these T&Cs. By executing a Purchase Order (as defined below) and/or by accessing or using the Services you agree to be bound by these T&Cs.
Last Updated on the 25th of October of 2023
Definitions
“Business Day” means any day other than a Saturday, Sunday or national public holiday on which banks are open for business in Denmark.
“Confidential Information” means certain non-public, proprietary, confidential and trade secret information, and data, provided or made accessible, regarding technology, business or future plans.
“Shipment Visibility” means the service delivered by Moddule to the User providing the User visibility of transportation milestones.
“Fulfillment Visibility” means the service delivered by Moddule to the User to providing visibility transportation milestones, covering both ocean- and air freight, inhouse or outsourced fulfillment, as well as last mile and return visibility.
“Moddule Data” means Moddule’s proprietary data including insights and/or confidential data obtained by Moddule and/or licensed to Moddule from third parties, its underlying products and services.
“Moddule Platform” means Moddule’s cloud-based services from where the User access the Services. “Purchase Order” means the written agreement, electronic agreement, proposal confirmed via email or other ordering form or document, through which User places an order for the Services.
“Service Material” means content that Moddule creates and makes available in connection with the Services, including, but not limited to visual interfaces, interactive features, graphics, design, computer code, products, software, aggregate ratings, reports, and/or information provided through the Services and other usage-related data in connection with the activities associated with the User Account and all other elements and components of the Services excluding User Content and Third Party Services and content.
”User” / “you” means the person or entity at whose request or on whose behalf Moddule provides Services. User includes other persons jointly participating in using the Services, including without limitation a user having access to the User Account features of the Moddule Platform and Services.
“User Account” means a separate part of the Moddule Platform, containing User information required by Moddule during registration. The User Account is accessed by the User through entering an email and a password.
“User Content” means the content, submitted by you, as a User of the Moddule Platform. It includes (but is not limited to) what you upload, share, or transmit to, through or in connection with the Services, such as information related to orders and shipments.
“User Feedback” means any ideas, suggestions, documents, or proposals sent by the User to Moddule.
“Services” mean any and all services and solutions, which Moddule may offer to the User and/or application programming interfaces, including but not limited to Shipment Visibility and Fulfillment Visibility, provided within the framework of a test, proof of concept process, commercial engagement or otherwise, whether in exchange of payment or otherwise, as further detailed in a Purchase Order.
“Third Party Services” mean any other Platforms than Moddule’s own Moddule Platform that the Services may contain, or the User may be sent to through the Moddule Platform via links, including the content derived thereof.
Please read these terms and conditions carefully before using the Services available through the Moddule website or the Moddule Platform. Your access to and use of the Services is conditioned on your acceptance of and compliance with these T&Cs.
Services
Moddule operates and offers tools and solutions for companies transporting physical goods and/or companies selling products on e-commerce channels. The Services are provided through the Moddule Platform and via integrations with third parties. Subject to the T&Cs hereof and any applicable Purchase Order, Moddule will provide the Services set out in the Purchase Order or as otherwise agreed in writing by the Parties, and the User may access and use the Services, including any relevant integrations.
Grant of license
Moddule grants the User a simple non-exclusive right to access Services by means of telecommunications (internet connection) and to use the functionalities of the Moddule Platform in line with the T&Cs and by registered User Accounts only. Only as many users as have been contractually agreed may use the software.
User credentials to access and use the Moddule Platform and the Services are personal and may not be shared.
The User shall not be granted any additional rights to the software or the operating software.
Support services and user support
Technical support and/or operational support services in connection with User’s use of the Services may be provided according to separate agreement between Moddule ApS and User.
The Services are subject to modification from time to time at Moddule’s sole discretion, for any purpose deemed appropriate by Moddule, provided that such modification will not materially affect the basic functionality of the Services.
User authorization
The User understands and agrees that Moddule must utilize the data provided by User to obtain freight information from third parties in order to provide the Services, and the User authorizes Modduleto obtain and third parties to provide Moddule with such information.
User agrees to serve as a reference customer for the Moddule Platform and will cooperate with Moddule's reasonable marketing requests to identify User as a user of the Platform and display its logo in marketing and promotional materials.
User account and user content
You must create a User Account and provide certain information about yourself and your company, if applicable, in order to use the Services that are offered through the Moddule Platform.
By creating a User Account, the User will receive an email where the User is asked for confirmation to receive communications from Moddule in connection with the Services, including any new Services and features being introduced to the Moddule platform that may be relevant for the Users’ supply chain management operations. The User is responsible for all activities that occur in connection with the User Account. The User agrees to notify Moddule immediately of any unauthorized use of the User Account. Moddule reserves the right to close any User Account at any time for any reason.
The User is responsible for the User Content uploaded on the Moddule Platform. The User assumes all risks associated with the User Content submitted, including anyone’s reliance on its quality, accuracy, or reliability, disclosure, or truthfulness of information.
Moddule does not carry any responsibility in respect of losses incurred as a result of an incorrect information submitted by the User. Moddule reserves the right, at any time and without prior notice, to remove, block, or disable access to any User Content that Moddule, for any reason consider to be objectionable, unlawful, unethical, in violation of the T&Cs or otherwise harmful to the Services or Users.
Intellectual property
The Moddule Platform, Moddule Data, and the Services, including the Service Material, are protected by copyright, trademarks, database rights and other local and international laws. The purchase of Services does not convey to the User any rights of ownership in or related to the Services, or any intellectual property rights.
The User may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit the Service Material, in whole or in part, except when expressly authorized by Moddule.
Services rendered may contain materials for which data providers (third parties) from whom Moddule acquires and/or licenses data and other materials, reserve all copyrights and/or database rights.
Except as expressly set forth herein, Moddule alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Service or any suggestions, ideas, enhancement requests, derivatives, versions, customization, bug fixes, feedback, recommendations, or other information provided by User or any third party relating to the Service, which are hereby assigned to Moddule.
Between the Parties, all right, title and interest in and to (i) the Services, Moddule Platform and Moddule Data, and any part thereof) (ii) any and all input data and information that is used by Moddule to produce and/or develop the Services, but excluding, if applicable, User’s Confidential Information (as defined in Section 10 below) are and shall at all times remain the exclusive property of Moddule.
Third party services
User acknowledges and agrees that the Services operate on or use application programming interfaces (APIs) and/or other services operated or provided by third parties, the Third Party Services. Third Party Services are not investigated, monitored, or checked for accuracy, appropriateness, safety, or completeness by Moddule. Moddule is not responsible for the operation of any Third Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services. User is solely responsible for procuring any and all rights necessary for it to access Third Party Services and for complying with any applicable terms or conditions thereof.
Any exchange of data or other interaction between User and a third party provider is solely between User and such third party provider and is governed by such third party’s terms and conditions.
Moddule does not make any representations or warranties with respect to Third Party Services or any third party providers.
Restrictions
Unless and to the extent explicitly agreed to in writing by Moddule, the User agrees not to use the Services for any purpose except as expressly set forth in these T&Cs and the applicable Purchase Order. User agrees not to reproduce, sell, distribute, broadcast the Services, or any parts thereof or provide access thereto to any third party, other than Users.
User may not use the Services or any parts of the Services to develop or attempt to develop a comparable, competitive or similar service. The User’s access to and of the API and Services must not exceed an unreasonable or abusive request volume or usage, as determined by Moddule.
User may not use the Services in violation of applicable law or use the Services for timesharing or service bureau purposes. User shall not attempt to reverse engineer to find underlying codes of the Services, or any parts of the Services. Neither shall the User use any software, hardware, or alike techniques to circumvent the actual amount of Users authorized to use the Services.
Confidential information
Either of the Parties ( “Receiving Party”) may have access to Confidential Information of the other Party ( “Disclosing Party”).
Receiving Party agrees for the Term of these T&Cs and for the period of five (5) years after its termination to (a) not disclose the Confidential Information of the Disclosing Party to any third Party, except its employees, shareholders, directors, officers, corporate affiliates, advisors, or consultants and provided that such third parties are subject to written agreements containing non-disclosure substantially similar to those set forth herein.
Confidential Information shall not include any information which (i) was rightfully in possession of or known to the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party; (ii) is, or subsequently becomes, legally and publicly available without breach of this Agreement; (iii) is rightfully obtained by the Receiving Party from a source other than the Disclosing Party without any obligation of confidentiality; (iv) is developed by or for the Receiving Party without use of the Confidential Information and such independent development can be shown by documentary evidence; and (v) is transmitted by a Party after receiving written notification from the other Party that it does not desire to receive any further Confidential Information. Further, the Receiving Party may disclose Confidential Information pursuant to a valid order issued by a court or government agency, provided that the Receiving Party provides the Disclosing Party prior written notice of such obligation.
Any written non-disclosure and confidentiality agreement which was separately entered between the parties, will prevail over this section of the T&Cs and govern the disclosure and exchange of Confidential Information between the Parties.
User feedback
By providing User Feedback, the User agrees that (i) the User Feedback does not contain confidential or proprietary information of third parties, (ii) Moddule is under no obligation of confidentiality, express or implied, with respect to the Feedback, and (iii) the User grants Moddule an irrevocable, non-exclusive, royalty-free, perpetual right to use, modify, prepare derivative works, publish, distribute and sublicense the User Feedback, and the User irrevocably waive, against Moddule and its users, any claims and assertions of any moral rights contained in User Feedback. In relation to User Feedback, we process your personal data in relation to our Privacy Statement .
Payments
The User shall pay the prices as remuneration for the Services. Unless otherwise agreed, all invoices must be paid in EUR.
The prices do not include VAT, customs duties, and other government taxes related to the User’s purchase. These costs and taxes shall be the sole responsibility of the User.
In the event of payment later than 10 (ten) Business Days subsequent to the invoice date the User is liable for interest on overdue payments as regulated by applicable law. If no legislation applies regarding interests for late payment Moddule may charge 2% (two percent) per commenced month from the due date of the overdue invoice. Moddule shall furthermore be allowed to charge the User a dunning fee of EUR 15 for up to 3 (three) payment reminders on overdue payments.
Moddule and/or its affiliates reserve the right at any time to take out debtor insurance on the User and/or its affiliates covering any amounts that might become due from the User and/or its affiliates to Moddule in connection with the Services.
Cancellation
To cancel, Users shall go to the User Account page and follow the instructions for cancellation. If User cancels its Service Plan, the limited right to access and use the portion of the Service consistent with the Service Plan will automatically terminate at the end of the applicable billing period. Unless User cancels its Service Plan before the billing date, User especially authorizes Moddule to charge the applicable Service Plan fee for the next billing cycle to the relevant payment method. User can cancel its Service Plan at any time and will continue to have access to the Service through the end of the billing period.
No refund
Payments are non-refundable and Moddule does not provide refunds or credits for any partial Subscription periods or unused Moddule Services.
Changes to the price and service plan
Moddule may change Service Plans including namely but not exclusively price, features and options from time to time. Any price changes or changes to Your Service Plan will apply no earlier than 30 days following notice to You.
Warranties and disclaimer
The Services are provided on an "AS IS" and "AS AVAILABLE" basis. Moddule, its subsidiaries, affiliates, and its licensors do not warrant (i) that the Services will function uninterrupted, secure, or available at any particular time or location; (ii) any errors or defects will be corrected; (iii) the Services are free of viruses or other harmful components; (iv) the results of using the Services will meet the User’s requirements or (v). the Services fitness for any particular purpose.
The Services are provided without warranties from Moddule of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose (even if the User had been informed of such purpose), non-infringement, or course of performance.
The use of the Services is at the User’s sole risk. The predictions of estimated time of arrival of User’s products or goods available through the Services permits the User to predict the arrival of goods or products at their port of discharge. The predictions are based on information gathered from a variety of Third Party Services. The Services include predictive information, and Moddule does not warrant that the Services, and predictions will be error-free. Moddule shall make any commercially reasonable efforts to ensure the Moddule Data provided to User through the Services is correct.
Liability
Moddule will not be liable for any decision or action, made by User in reliance of the Services. Moddule disclaims liability for any (i) indirect, special, incidental, punitive, or consequential damages, (ii) loss of profits and resulting damage, (iii) business interruption, (iv) reputational harm, or (v) loss of information or data.
Moddule’s liability is limited to the actual out-of-pocket amount paid by the User to Moddule for accessing the Moddule Platform and the Services.
Indemnity
The User agrees to indemnify, defend, and hold Moddule, Moddule licensors, licensees, distributors, agents, representatives and other authorized users, and each of the foregoing entities’ respective resellers, distributors, service providers and suppliers, and all of the foregoing entities’ respective directors, owners, employees, agents, representatives and assigns harmless from and against any and all losses, damages, liabilities and costs (including settlement costs and any legal or other fees and expenses for investigating or defending any actions) incurred by the above mentioned in connection with any claim arising out of any breach by the User of these T&Cs or claims arising from the User’s use of the Moddule Platform and/or the User Account. The User agrees to cooperate with Moddule in the defense of any claim. The User will take all reasonable efforts to notify Moddule of any such claim, action or proceeding.
Moddule reserves the right, at Moddule’s expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by the User. Moddule will use reasonable efforts to notify the User of any such claim, action, or proceeding.
Term and termination
The term of these T&Cs shall commence on the date of the first Purchase Order, and end upon the termination of all Purchase Orders entered between the Parties (“Term”). If no Purchase Order is completed by the Parties, these T&Cs shall commence on the date of User’s first access to or use of the Services and will continue to be in effect for the entire period of User’s access to the Services.
The User may terminate the use of the Services at any time by closing the User Account, discontinuing the use of the Moddule Platform, or providing Moddule with a notice of termination. Moddule may close the User Account, suspend User’s ability to use certain portions of the Moddule Platform and/or ban the User altogether from using the Services for any reason and without notice or liability of any kind. Any such action could prevent User from accessing the User Account, the Moddule Platform, User Content, Service Material, and any other related information.
Force majeure
Neither party is entitled to compensation in the event of non-performance if such non-performance is caused by force majeure. Force majeure exists if either party is prevented from fulfilling its contractual obligations as a result of war, civil war, rebellion, pandemics, public restrictions, ban on imports or exports, natural disasters, including but not limited to, earthquakes, floods, extensive flooding, waterspouts, volcanic eruptions and widespread industrial disputes, fire etc., which should not or could not have been foreseen by either party at the time of conclusion of any agreement between Moddule and the User. Moddule is entitled to cancel an order or part thereof or deliver the Services once the performance impediment has ceased to exist.
Governing law and dispute resolution
These T&Cs shall be governed and construed in accordance with the laws of Denmark, without regard to its conflict of law provisions. Any disputes between the User and Moddule arising from these T&Cs shall be heard and determined by the competent court in Denmark. Moddule’s failure to enforce any right or provision of these T&Cs will not be considered a waiver of those rights. If any provision of these T&Cs is held to be invalid or unenforceable by a court, the remaining provisions of these T&Cs will remain in effect.
Assignment
These T&Cs and any related Purchase Order may not be assigned by either party to any other entity without the express written consent of the other party. However, Moddule shall have the right to assign these T&Cs, and any related Purchase Order without the written consent of the other Party, to its affiliates or subsidiaries or any corporation or other entity owning or acquiring all or substantially all the assets and business of Moddule. ,
Miscellaneous
The provisions of and the Parties’ obligations under Sections 9 (Restrictions), 5 (User’s Authorization), 7 (Intellectual Property), 10 (Confidential Information), 13 (Warranties and Disclaimer), 16 (Term and Termination), and this Section 20 (Miscellaneous) shall survive the termination or expiration of these T&Cs for any reason.
The User is responsible for complying with all laws and regulations in the country in which the User is under jurisdiction of when the User access and use the Services. The User agrees to use the Services only in compliance with these T&Cs and the applicable law and in a manner that does not violate Moddule’s legal rights or those of any third parties.
The T&Cs are written in English, and, despite the existence of any translated version, the English version shall prevail.
Moddule processes your personal data and cookies in accordance with our Privacy Policy and Cookie Policy .
Changes
This version of the T&Cs cancels any previous versions of Moddule’s terms and conditions. Moddule reserves the right, entirely at its sole discretion, to modify or replace these T&Cs at any time. Moddule will make reasonable efforts to communicate these revisions to the User, via the website or email. By continuing to access or use the Services after those revisions become effective, the User agrees to be bound by the revised T&Cs. If a User does not agree to the new T&Cs, the User may stop using the Service.
Contact
If you have any questions about these T&Cs, please contact Moddule at:
Moddule ApS
c/o Chitown Group ApS
Soetorvet 5
1371 Copenhagen K
Denmark
Email: enquiries@moddule.com
Phone: +31 652770532