1. Interpretation

The following definitions apply to the Services provided by or on behalf of Kristotrans to the Customer:

Agreement

Shall mean the mutual understanding between the Customer and Kristotrans regarding the provision of Services, including these Conditions, any quotation, proposal or engagement letter issued by Kristotrans and accepted by the Customer, and any other express written agreement between the Customer and Kristotrans.

Confidential Information

Shall mean any non-public business, financial, technical or operational information disclosed by either party to the other in connection with the Services, other than information that is or becomes publicly available through no fault of the receiving party.

Conditions

Shall mean these Kristotrans Standard Terms of Use.

Customer

Shall mean the person or entity at whose request and/or for whom Kristotrans provides Services. The Customer is responsible for providing accurate and complete information necessary for Kristotrans to perform the Services.

Force Majeure

Shall mean any event or circumstance beyond the reasonable control of the affected party, including but not limited to acts of God, fire, flood, pandemic, earthquake, weather of exceptional severity or other natural disasters, strikes, labour disputes, war, terrorist activities, civil commotion, cyberattacks, and/or orders, requests or regulations of any government or regulatory authority.

Kristotrans

Shall mean Kristotrans Limited, a company incorporated in Hong Kong, including its officers, employees and any subcontractor or agent engaged by Kristotrans to assist in the performance of the Services.

Services

Shall mean the logistics consulting, advisory and administrative support services provided by Kristotrans to the Customer, as described in Clause 2 below. For the avoidance of doubt, Services do not include the physical carriage, forwarding, customs clearance, warehousing or storage of goods, all of which remain the responsibility of the Customer's own carriers, customs brokers and other third-party providers.

Third-Party Provider

Shall mean any carrier, customs broker, freight forwarder, warehouse operator or other third party engaged directly by the Customer, or introduced or coordinated with by Kristotrans on the Customer's behalf, to physically transport, clear, store or otherwise handle goods.

2. Nature and Scope of Services

2.1

Kristotrans is a logistics consulting and administrative support provider based in Hong Kong. Kristotrans offers advisory, documentation, coordination and processing services in connection with the Customer's international freight and logistics activities.

2.2

Kristotrans does not act as a carrier, freight forwarder, non-vessel operating common carrier (NVOCC), customs broker or warehouse operator, and does not take possession, custody or control of the Customer's goods at any point. Kristotrans does not issue bills of lading, waybills or other transport documents as carrier, and assumes no liability associated with the physical carriage, customs clearance, warehousing or storage of goods.

2.3

Where a Service involves liaising with, introducing, or coordinating the activities of a Third-Party Provider, Kristotrans acts solely as an intermediary on the Customer's behalf. Any contract for carriage, customs clearance, warehousing or other physical service is formed directly between the Customer and the relevant Third-Party Provider, on that provider's own terms and conditions, and Kristotrans is not a party to it.

2.4

The specific scope of Services for any engagement will be set out in a quotation, proposal, engagement letter or other written confirmation issued by Kristotrans and accepted by the Customer.

3. Customer Obligations

3.1

The Customer shall provide Kristotrans with accurate, complete and timely information and documentation reasonably required for Kristotrans to perform the Services, and shall promptly notify Kristotrans of any change to that information.

3.2

The Customer remains solely responsible for ensuring that its goods, shipments and business activities comply with all applicable laws and regulations, including customs, export control, sanctions and product-specific regulations, in every jurisdiction concerned.

3.3

The Customer is responsible for engaging and contracting directly with its own carriers, customs brokers, insurers and other Third-Party Providers, and for reviewing and agreeing to those providers' own terms of service. Kristotrans's advisory input does not replace the Customer's own diligence or the advice of licensed professionals where required by law.

3.4

The Customer shall conduct its business in an ethical and lawful manner and shall not request Kristotrans to act in a way that would breach any applicable law or regulation.

4. Fees and Payment

4.1

The Customer shall pay Kristotrans's fees as set out in the applicable quotation, proposal or engagement letter.

4.2

Unless otherwise agreed in writing, invoices are payable within 30 (thirty) days of the invoice date. Fees do not include any government taxes, duties or third-party charges, which remain the Customer's responsibility.

4.3

Kristotrans may charge interest on overdue amounts at a reasonable commercial rate, and may suspend Services until overdue amounts are paid.

4.4

Kristotrans may review and adjust its fees from time to time on reasonable notice to the Customer; adjusted fees apply to Services performed after the notice takes effect.

5. Confidentiality and Data Privacy

5.1

Each party shall keep the other's Confidential Information confidential and shall only use it for the purpose of performing or receiving the Services, except where disclosure is required by law or regulation.

5.2

Kristotrans processes personal data provided in connection with the Services in accordance with its Privacy Policy, available at kristotrans.org. The Customer warrants that any personal data it provides to Kristotrans has been lawfully obtained and may lawfully be shared with Kristotrans for the purposes of the Services.

6. Liability

6.1

Kristotrans shall perform the Services with reasonable skill and care. Kristotrans shall be liable for loss or damage directly caused by its negligence or wilful misconduct in performing the Services.

6.2

As Kristotrans does not take possession, custody or control of goods and is not a carrier, customs broker or warehouse operator, Kristotrans shall have no liability whatsoever for the loss of, damage to, or delay of goods, or for any act, omission, insolvency or default of any Third-Party Provider engaged directly by the Customer or introduced or coordinated by Kristotrans on the Customer's behalf. The Customer is responsible for insuring its goods and for holding the relevant Third-Party Provider to its own terms of carriage or service.

6.3

To the fullest extent permitted by law, Kristotrans's aggregate liability arising out of or in connection with the Services, however caused, shall not exceed the total fees paid by the Customer to Kristotrans for the specific engagement giving rise to the claim in the twelve (12) months preceding the event.

6.4

Kristotrans shall not be liable for any indirect, consequential, special or incidental loss, including loss of profit, revenue, business or goodwill, whether arising in contract, tort or otherwise.

6.5

Nothing in these Conditions excludes or limits liability that cannot be excluded or limited under applicable law.

7. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under the Agreement to the extent such failure or delay is caused by Force Majeure. The affected party shall notify the other as soon as reasonably practicable and shall resume performance as soon as reasonably possible once the Force Majeure event ends.

8. Term and Termination

8.1

An engagement continues until the agreed Services are completed, unless terminated earlier in accordance with this Clause 8.

8.2

Either party may terminate an engagement for convenience on 30 (thirty) days' written notice to the other party.

8.3

Either party may terminate an engagement immediately on written notice if the other party commits a material breach of the Agreement that is not remedied within 14 (fourteen) days of being notified of the breach.

8.4

On termination, the Customer shall pay Kristotrans for all Services properly performed up to the date of termination.

9. General

9.1

Amendments
Kristotrans may update these Conditions from time to time by publishing the revised version on its website. The updated Conditions apply to engagements entered into after publication.

9.2

Assignment
The Customer shall not assign or transfer its rights or obligations under the Agreement without Kristotrans's prior written consent.

9.3

Notices
Notices under the Agreement shall be given in writing by email or post to the parties' registered contact details.

9.4

Severability
If any provision of these Conditions is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

9.5

Entire Agreement
These Conditions, together with the applicable quotation, proposal or engagement letter, constitute the entire agreement between the parties in respect of the Services and supersede all prior discussions or understandings on the subject.

10. Governing Law and Dispute Resolution

10.1

These Conditions and the Agreement are governed by the laws of Hong Kong.

10.2

Any dispute arising out of or in connection with the Agreement or the Services shall be subject to the exclusive jurisdiction of the courts of Hong Kong, unless the parties agree in writing to resolve the dispute by mediation or arbitration in Hong Kong.