Agreements & Terms
The SmartLink Legal Terms and Conditions ("Terms") set forth below shall be effective from [*** 00, 2016] and the previous Terms shall be replaced to the Terms set forth below. ( View previous Terms and Conditions )
Table of Contents
CyberLogitec Co., Ltd. ("CLT") operates the SmartLink website ("Portal") and provides the customs network service and shipping-related service ("Service") through the Portal. The purpose of the Terms is to set out the rights and obligations of CLT and the client using the Portal and Service ("Client"). CLT and Client are each referred to in the Terms as a "Party" and collectively as the "Parties".
2. Service Contract
2.1. In order to use the Portal and Service, Client shall conclude a separate contract ("Service Contract") with CLT conditioned upon the full consent to the Terms. In this case, the Terms shall constitute an important part of such Service Contract.
2.2. Notwithstanding anything to the contrary herein, the Parties may conclude the Service Contract with any terms and conditions different from the Terms. In this case, except as otherwise expressly agreed in such Service Contract, any other provisions of the Terms shall be in full force and effect.
2.3. Notwithstanding anything to the contrary herein, Client may conclude the Service Contract with a third party service provider of CLT ("Service Provider"). In such case, the provisions of Service Contract between Client and Service Provider shall only be applied without regard to adopting the Terms and CLT shall not be liable for any damages incurred by Client.
2.4. CLT may, at its sole discretion, modify and/or update the Terms from time to time. In the event CLT post the modified and/or updated Terms on the Portal, any Client's continued use of the Portal and Service shall constitute the consent to such modified and/or updated Terms.
3.1. CLT provides Client with the Service as follows:
3.1.1. Customs network service
(a) U.S.A. ACE
(b) Canada ACI
(c) Japan AFR
(d) Korea KAMS
(e) Europe ICS / ECS
3.1.2. Shipping-related service
3.1.3. Provision of necessary and/or useful information
3.2. CLT, at its reasonable discretion, may modify a part or the entire Service provided when operationally or technologically required.
3.3. CLT may temporarily suspend the Service in the event of maintenance, replacement or failure of related system and/or facility, loss of communication or for any reasons associated with the operation.
3.4. In the event of change of Service under clause 3.2 hereinabove or temporary Service suspension under clause 3.3 hereinabove, CLT shall provide prior notification of such to the Client or place an announcement. Provided however, if such prior notification cannot be made under compelling circumstances, such notification or announcement can be made after the event.
4. Fees and Payment
The service fees and payment conditions shall follow the terms and conditions set out in the Service Contract.
5. Client's Obligation
5.1. Client shall not engage in any of the following acts in using the Portal and Service:
5.1.1. Submission, registration and/or transmission of fraud or any other information without permission
5.1.2. Allowing any third party to use Portal and/or Service
5.1.3. Pirating information of a third party
5.1.4. Modifying information posted by CLT
5.1.5. Infringing upon intellectual property rights of CLT and/or a third party
5.1.6. Interfere with the business of CLT and/or a third party
5.1.7. Any other illegal activities
5.2. Client shall immediately notify CLT if there is any change in the information that Client provided to CLT.
5.3. Client shall obey all applicable laws, the terms and conditions of the Service Contract and any other notifications and announcements provided by CLT
6. Privacy Protection
7.1. A Party may obtain information which is confidential to the other Party ("Confidential Information"). The Parties shall keep such information confidential and shall not disclose it to any third party. Confidential Information means any trade secret or other confidential technical, business, financial or other proprietary information of the Parties regardless of being marked as confidential.
7.2. Confidential Information shall, however, exclude information that:
7.2.1. is, or becomes, publicly known, otherwise than through an act or omission of an act of the other Party
7.2.2. is duly in the possession of a Party hereto prior to the receipt from the other Party and is not obtained, directly or indirectly, from the disclosing Party;
7.2.3. is furnished to the other Party legitimately by a third party which has no restrictions similar to those herein on disclosure; or
7.2.4. is independently developed by the other Party hereto.
7.3. The Parties hereto shall continue to keep Confidential Information of the other Party in confidence after the expiry date or termination date of the Service Contract. The Parties hereto shall not use Confidential Information of the other Party for any other purpose than the performance of the Service Contract except where required by applicable law, court order or governmental order and take all reasonable measures to prevent disclosure or distribution of Confidential Information in a way of breaching any terms and conditions of the Service Contract.
8. Intellectual Property Rights
8.1. Client shall have the right to use the Portal and Service in accordance with the terms and conditions of the Service Contract, and shall not infringe upon the intellectual property rights of CLT as described in clause 8.2.
8.2. Client acknowledges and agrees that CLT owns and retains any right, title and interest in and to the software applications on the Portal and the related server (including without limitation the instructions, routines, subroutines, designs or logic flow contained therein) and all copies thereof, including without limitation all modifications, enhancements, upgrades, derivatives and new versions thereof, all patent rights, copyrights and trade secret rights embodying any of the foregoing, and all know-how, concepts, inventions and ideas related to the foregoing.
8.3. Client acknowledges and agrees that a breach of this clause 8 would cause irreparable harm to CLT, and accordingly, CLT shall, in addition to any other remedies to which it may be legally entitled, have the right to seek immediate injunctive relief in a court of competent jurisdiction in the event of a breach of this clause 8.
9.1. CLT provides the Service "As Is".
9.2. Client acknowledges and agrees that CLT shall have not any liability for breach of the Service Contract nor any other liability in tort or in contract in any of the following:
9.2.1. Difficulties with the use of the Portal and Service for reasons associated with Client
9.2.2. The credibility and accuracy of the information submitted, registered and transmitted by Client in relation to the Portal and Service
9.2.3. Real-time transaction by Client with a third party using the Portal and Service
9.2.4. Difficulties with the use of the Portal and Service due to Force Majeure event as stated in clause 14 and/or any event similar to such standard
10. Limitation of Liability
10.1. Neither Party shall be liable for any indirect, incidental, special, punitive or consequential damages, or any loss of profits, revenue, data, or data use.
10.2. CLT's aggregate liability for any damages arising out of or related to the Service Contract during a one-year period, whether in contract or tort, or otherwise, shall not exceed the amount equivalent to the average monthly fee for the latest three (3) months under the Service Contract.
11.1. CLT shall, at its expense, defend against and pay any final judgment against Client arising out of any claim that the Portal and Service infringe intellectual property rights of any third party, provided that Client shall notify CLT in writing of such claim no later than ten (10) calendar days after Client receives a notice of a claim (or sooner if required by applicable law) and CLT shall have the sole control of the defense and settlement of such claim.
11.2. In case of defending against a claim pursuant to clause 11.1, CLT may, at its discretion, (a) consent, (b) settle, (c) procure for Client the right to continue using the Portal and Service, and/or (d) modify or replace the Portal and Service so that those no longer infringe.
12. Term and Termination of Service Contract
12.1. The term of the Service Contract shall commence on the effective date set out in each Service Contract and continue in effect until terminated in accordance with clause 12.2.
12.2.1. If a Party believes that the other Party has failed to perform an obligation, where the failure of which defeats the essential purpose of the Service Contract ("Material Breach"), then non-breaching Party may provide a written notice directed to the breaching Party describing the alleged Material Breach in reasonable detail and containing a reference to this Section 12.2.1. If the breaching Party does not, within thirty (30) calendar days after receiving such written notice, either (a) cure the Material Breach or (b) if the Material Breach is not one that can reasonably be cured within thirty (30) calendar days develop a plan to cure the Material Breach and diligently proceed according to the plan until the Material Breach has been cured, then non-breaching Party may terminate the Service Contract with a written notice of termination to the breaching Party.
12.2.2. In the event where either Party becomes bankrupt or undergoes the process of rehabilitation or goes under difficult financial situations such as suspension of payment or insolvency, the other Party may terminate the Service Contract with a written notice of termination to such Party.
12.2.3. Either Party may terminate the Service Contract upon ninety (90) days prior written notice to the other Party.
12.2.4. The termination of the Service Contract pursuant to clause 12.2 shall not affect any claim for damages arising out of or related to the Service Contract.
Any provision of the Service Contract that imposes or contemplates continuing obligations on a Party after termination or expiration of the Service Contract shall survive the expiration or termination of the Service Contract.
The Service Contract is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns. Neither Party shall assign any of its rights or obligations under the Service Contract to any third party without prior written consent of the other Party.
14. Force Majeure
Neither Party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated Party; government restrictions; other event outside the reasonable control of the obligated Party. The Parties shall do reasonable efforts to mitigate the effect of a force majeure event. This Section does not excuse either Party's obligation to take reasonable steps to follow its normal disaster recovery procedures or Client's obligation to pay for the services provided by CLT as provided in the Service Contract.
15. Entire Agreement
The Service Contract and all documents attached thereto constitute the entire agreement between the Parties, and supersede all prior or contemporary agreements and/or understandings between the Parties (whether written or oral), and all other agreements and/or understandings relating to the subject matter of the Service Contract. The Service Contract shall be modified or amended solely by a written agreement signed by the Parties. Any notice required under the Service Contract shall be provided to the other Party in writing.
In the event that any provision of the Service Contract or the application thereof shall be declared void, illegal or unenforceable, the remainder of the Service Contract shall be valid and enforceable to the extent permitted by applicable law.
Unless stated otherwise in the Terms, CLT shall give notice using the contact information in the registration of the Client. Provided however, for any general notice provided to all Client, CLT may post an announcement on the Portal, instead.
18. Contact Information
Any contact information of CLT is posted separately on the Portal.
19. Governing Law and Jurisdiction
19.1. Governing Law
The Service Contract and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the law of the Republic of Korea.
CLT and Client acknowledge and agree that Seoul Central District Court in the Republic of Korea shall have the exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Service Contract or its subject matter.
What we collect
We may collect the following information
Information which you register, input and/or provide
Information which we receive from a third party on behalf of you
What we do with the information we collect
We may use the information we collect to understand your business needs and provide you with a better service, and particularly for the following reasons:
To improve our services and products
To send promotional emails about our new services, products, special offers and/or other information which we think you may be interested in, using your email address which you have provided us
To contact you for market research purposes. We may contact you by email, phone, fax or mail.
Security and Confidentiality
We have security measures in place to protect your information. Such security measures include suitable physical, electronic and managerial procedures to secure your information.
Except as set out below or as may be otherwise agreed, we do not publish, share, trade, sell or otherwise disseminate any information of yours to any third party.
However, we may be obligated and are entitled to disclose your information in compliance with applicable law, court or arbitration orders, judgments awards or other legal processes served or in compliance with requests by any entitled authority, body or person or to protect the interests, rights, property of CLT, you or others.
Should any information of yours be transferred to a recipient based outside, we will ensure prior to such transfer that the recipient’s level of privacy protection is sufficient, and obtain a prior written consent to such transfer from you.
Links to other websites
You may update, change or opt for removal of your information by contacting us.
Any contact information of CLT is posted separately on the Portal.