These terms and conditions apply to all Subscribers, Registered Users, Invitees and Web Site Only Users, as defined below, (together defined as "You" or "Your") that access this site from a any country. Together with the Order (in the case of Subscribers and Registered Users), these terms and conditions constitute an agreement (this "Agreement") between You and Ofreight.com, a subsidiary of Ofreight.com Ltd.("We", "Us", or "Our"). By submitting the Order (in the case of Subscribers and Registered Users), or by using any of the Web Sites, You agree to be bound by these terms and conditions.
 1. Definitions
 1.1 In this Agreement, the following expressions have the meanings set below: "Commencement Date" means the date on which We start to provide any of the Services to the Subscriber, Registered User or Invitee under this Agreement;
 "Intellectual Property Rights" means all intellectual property rights recognised from time to time anywhere in the world including, without limitation, all patents, trade marks, registered designs, design rights (whether or not registered) and copyrights, any applications for any of the above, and all rights in respect of inventions, drawings, plans, specifications, designs and computer software and hardware, database rights and rights to extract or exploit data and all know-how and confidential processes, methods and information, and all trade secrets and rights of confidence; "Invitee" means the business or individual specifically invited in writing by Us to use the restricted section of Our web site at www.ofreight.com free of charge or at any other Web Site to which access is restricted;
 "Order" means the Subscriber's or Registered User's order placed either on Our order form, by telephone conversation with Our telesales department, online on the Web Site or in email correspondence with Us, for subscription to or restricted access to any of the Services, as accepted by Us;
 "Registered User"
 means the business or individual registered to use a limited number or amount of the Services; "Services" means those products, services and data and such access to restricted areas of the Web Site as set out in the Order and provided by Us to the Subscriber, Registered User or the Invitee under this Agreement via any Web Site or any successor or replacement site; "Subscriber" means the business or individual paying for a product or for a subscription to any of the Services;
 "Web Site" means each of Our web sites including but not limited to those with the following URLs: www.Ofreight.com;
 "Web Site Only Users" means any user of any Web Site who is not a Subscriber, Registered User or Invitee.
 2. The Services
 2.1 We will use Our reasonable endeavours to provide the Subscriber or Registered User with the Services set out in the Order.
 2.2 We will use Our reasonable endeavours to provide the Invitee with access to the restricted customer only pages of Our web site at www.Ofreight.com or to any other restricted pages of any other Web Site to which the Invitee has been authorised access by Us and the use of all services made generally available via those restricted pages from time to time.
 2.3 We will use Our reasonable endeavours to make the Web Sites and the relevant Services available to the Subscriber, Registered User or Invitee 24 hours a day, 7 days a week. However, We reserve the right to suspend access to the Web Sites and/or any of the Services at any time, without notice and We may, at Our sole discretion, restrict Your use of the Web Site and, in the case of Subscribers, Registered Users and Invitees, the Services, or limit the hours of their availability.
 2.4 We will provide each Subscriber, Registered User and Invitee with a user identification and a password for use in accessing the relevant Services.
 2.5 We will provide a help desk that may be contacted by the Subscriber, Registered User or Invitee on the telephone number set out on the Order, or as otherwise published by Us from time to time.2.6 We reserve the right to add, delete or modify any of the Services and these terms and conditions at Our sole discretion. Any such changes shall become effective when We place the amended terms and conditions on the Web Site or when We otherwise notify You of the changes in writing.
 3. Payment
 3.1 The Subscriber will pay Us an annual subscription fee agreed separately with Us (plus VAT or other applicable sales taxes), in advance, as set out on the Order. The subscription fee will be due on the Commencement Date.
 3.2 The subscription fee may be amended in the event that We later agree to provide the Subscriber with additional Services pursuant to the Subscriber's completion of a further Order, in which case the amended subscription fee will be as set out on that further Order.
 3.3 The Invitee will not be required to pay any subscription fee for access to and use of the restricted pages of the www.Ofreight.com nor of any other restricted pages of any other Web Site to which We have authorised free access to the Invitee.
 3.4 The Registered User will not be required to pay any subscription fee for access to and use of the relevant Services to which We have authorised access to the Registered User.
 4. Your Responsibilities
 4.1 You will:
 4.1.1 not use any Web Site or the Services for any criminal or unlawful activity; 4.1.2 not introduce any virus, logic bomb, harmful code or trojan horse to any Web Site or any of the Services;
 4.1.3 comply with all of Your obligations in Your agreement with Your internet service provider (including any internet acceptable use policies);
 4.1.4 comply with all applicable laws, regulations and conventions;
 4.1.5 promptly notify Us if You suspect or become aware of any unauthorised use of any Web Site or the Services;
 4.1.6 not attempt to interfere with any Web Site or the Services or any other service to any user, host, or network.
 (This includes, but is not limited to, deliberate attempts to overload any Web Site and attempts to "crash" any Web Site's host).
 4.2 If You are a Subscriber, Registered User or an Invitee, You will, in addition to those obligations set out in Clause 4.1:
 4.2.1 at Your expense obtain, install, and maintain suitable equipment and software and Internet access or connection services necessary to access the Services or any other of the services that are provided by Us in electronic format;
 4.2.2 keep Your user identification and password strictly confidential and not allow any third party to use them to access any Web Site or Services;
 4.2.3 promptly notify Us if You suspect or become aware of any unauthorised use of Your user identification or password.
 4.3 If You are an ofreight.com Subscriber, You will, in addition to those obligations set out in Clauses 4.1 and 4.2, not allow any person who is not a specifically named individual on the Order to access.
 5. Liability
 5.1 THE WEB SITE AND THE SERVICES AND ANY INFORMATION WE PROVIDE TO YOU ARE PROVIDED "AS IS" AND "AS AVAILABLE". WE DON'T WARRANT THAT THE WEB SITE OR THE SERVICES OR ANY INFORMATION CONTAINED IN THE WEB SITE OR SERVICES IS ERRORFREE. YOU ASSUME ALL RISK FOR USING, AND FOR ANY RESULTS YOU OBTAIN OR
 LIABILITY YOU INCUR, BY OR AS A RESULT OF USING THE WEB SITE OR ANY OF THE
 SERVICES, OR FROM USING ANY INFORMATION YOU OBTAIN FROM USING THE WEB SITE
 OR SERVICES, OR FOR FAILING TO ACCESS THE WEB SITE OR ANY SERVICE ON ANY
 OCCASION. WE DO NOT GUARANTEE OR ACCEPT ANY LIABILITY FOR ANY LINKS FROM
 THE WEB SITE TO THIRD PARTY WEB SITES, ANY INFORMATION ON OTHER WEB SITES
 TO WHICH THE WEB SITE IS LINKED OR THE CONTENT OF ADVERTISEMENTS PLACED ON
 THE WEB SITE TO PROMOTE THE PRODUCTS AND SERVICES OF THIRD PARTIES. FOR
 THE AVOIDANCE OF DOUBT, IN THE EVENT THAT YOU ARE DIRECTED TO A THIRD PARTY WEB SITE, AT THE POINT YOU ACCESS SUCH THIRD PARTY WEB SITE THATRELATIONSHIP IS THEN BETWEEN YOU AND SAID THIRD PARTY AND AS SUCH WE BEAR NO LIABILITY IN RESPECT OF THE SAME. 5.2 EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT ALL WARRANTIES, REPRESENTATIONS, TERMS, CONDITIONS OR
 UNDERTAKINGS WHETHER IMPLIED BY STATUTE, COMMON LAW, CUSTOM, TRADE
 USAGE, COURSE OF DEALING OR OTHERWISE (INCLUDING ANY IMPLIED WARRANTY,
 REPRESENTATION, TERM, CONDITION OR UNDERTAKING OF SATISFACTORY QUALITY OR
 FITNESS FOR A PARTICULAR PURPOSE) ARE, TO THE FULLEST EXTENT PERMITTED BY
 LAW, HEREBY EXCLUDED. 5.3 WE DO NOT GUARANTEE THE PREVENTION OF THE LOSS
 OR ALTERATION OF, OR IMPROPER ACCESS TO, YOUR INFORMATION OR COMPUTER
 SYSTEM. WE ARE NOT RESPONSIBLE FOR INVALID DESTINATIONS OR TRANSMISSION
 ERRORS IN, CORRUPTION OF, OR THE SECURITY OF YOUR INFORMATION ON THE WEB
 SITE OR CARRIED OVER ANY TELECOMMUNICATIONS OR DATA COMMUNICATIONS
 FACILITIES. 5.4 NEITHER PARTY IS LIABLE FOR ANY LOSS OR DAMAGES ARISING FROM ANY CAUSE BEYOND ITS CONTROL. 5.5 NEITHER PARTY IS LIABLE TO THE OTHER OR
 ANY THIRD PARTY FOR ANY OF THE FOLLOWING, WHETHER ARISING OUT OF OR
 RESULTING FROM NEGLIGENCE, BREACH OF THIS AGREEMENT, OR ANY OTHER CAUSE
 OF ACTION: 5.5.1 LOSS OF PROFITS, BUSINESS OR ANTICIPATED SAVINGS, LOSS OF
 GOODWILL, LOST OR WASTED MANAGEMENT TIME OR THE LOST TIME OF OTHER
 EMPLOYEES OR ANY OTHER LOSSES UNLESS THEY ARE A REASONABLE FORSEEABLE
 CONSEQUENCE OF THE RELEVANT NEGLIGENCE, BREACH OF CONTRACT OR OTHER
 CAUSE OF ACTION ; 5.5.2 LOSS OF USE OF OR DESTRUCTION OF YOUR DATA (WE
 RECOMMEND THAT YOU TAKE REASONABLE MEASURES TO BACK-UP YOUR DATA); 5.5.3
 ANY CLAIMS AGAINST YOU BY ANY OTHER PARTY; WHETHER DIRECT OR INDIRECT EVEN
 IF WE HAS BEEN ADVISED OF THE POSSIBILITY OF THAT LOSS OR DAMAGE ARISING. 5.6 YOU WILL INDEMNIFY US AND KEEP US INDEMNIFIED AGAINST ANY LOSSES, DAMAGES,
 LIABILITIES, COSTS OR EXPENSES ARISING IN CONNECTION WITH YOUR BREACH OF
 ANY TERM OF THIS AGREEMENT OR (IF YOU ARE ALSO A SUBSCRIBER, REGISTERED
 USER OR INVITEE) ARISING IN CONNECTION WITH ANYONE WHO ACCESSES THE WEB
 SITE OR USES ANY OF THE SERVICES USING YOUR PASSWORD OR USER
 IDENTIFICATION. 5.7 OUR MAXIMUM LIABILITY TO YOU, IN AGGREGATE, IS THE SUM YOU HAVE PAID TO US IN SUBSCRIPTION FEES FOR THE SERVICE(S) GIVING RISE TO SUCH CLAIM IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE UPON WHICH ANY CAUSE
 OF ACTION ARISES. 5.8 NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT,
 NEITHER PARTY EXCLUDES ITS LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR FOR FRAUD.
 6. Privacy Policy
 6.1 We may use personal information provided by You in connection with this Agreement, in accordance with the terms of Our Privacy Policy. Our Privacy Policy is hereby incorporated into and forms part of this Agreement.
 7. Intellectual Property Rights
 7.1 All the Intellectual Property Rights in the Web Sites, the Services or in material or information contained on any Web Site or Services and all derivative works created therefrom are Our property or the property of Our licensors. We grant to the Subscriber, Registered User and the Invitee for the duration of this Agreement a revocable, non-exclusive, non-transferable licence to use the Services strictly in accordance with the express terms of this Agreement. 7.2 You must: 7.2.1 not use any Web Site or the Services on behalf of or for the benefit of any third party whatsoever; 7.2.2 not use or copy any material, information or data contained on any Web Site or in the Services except to the extent necessary to receive the Services; 7.2.3 not use data mining, screen scraping, or similar data gathering and extraction tools on the Web Site, except with Our express written consent; 7.2.4 not decompile, disassemble or otherwise reverse engineer any of the Services, save as permitted by law; 7.2.5 not modify any of the Services in any way or create derivative works of the Services; 7.2.6 not disclose the whole or part of the Services to any third party; 7.2.7 where a licensed location is specified in the Order in respect of any particular Services, use that Service only at that licensed location; 7.2.8 limit Your use of any particular Service to the specified number of licensed users where a limited number of licensed users are specified in the Order in respect of that particular Service. 7.3 We will indemnify You and keep You indemnified against alldirect losses, claims, damages and expenses (including reasonable legal expenses) You incur in relation to any third party claim that Your use of the Services and/or the Web Site (or any part thereof) constitutes infringement of any intellectual property rights owned by a third party provided that: 7.3.1 You promptly notify Us in writing of any infringement or allegation of infringement and in any event not later than 30 (thirty) days after You become aware of such infringement or allegation; 7.3.2 You allow Us to conduct all negotiations and proceedings; 7.3.3 You give Us reasonable assistance, information and authority as we may require to perform Our obligations under this clause; 7.3.4 You make no admission relating to the infringement or alleged infringement. 7.4 If a claim of infringement is made or We believe is likely to be made in respect of the Services and/or the Web Site and any data therein, We shall have the right but not the obligation to procure for You the right to continue using the Services and/or the Web Site and any data therein or to modify the same in any way that it becomes non-infringing provided that the Services and/or the Web Site and any data therein remains capable of performing substantially the same functions and facilities as that originally supplied. Exercise of the right under this clause 7.4 shall be in full and final settlement of Our indemnity to You in respect of the infringement or allegation of infringement. 7.5 The Guide to International Travel data belongs to Reed Business Information Limited ("RBI") and is provided with the following additional disclaimers and conditions: 7.5.1 RBI does not warrant that the information contained in this product is complete or accurate, and does not assume and disclaims all liability to any person for any loss or damage caused by any errors or omissions in the data displayed, whether they result from negligence, accident or any other cause. 7.5.2 Specifically, the information given may be subject to change or short notice, and You should seek confirmation of any critical requirements before finalising travel plans. 7.6 Where You are invited to post reviews, comments and other content (including any text, photographs, graphics, video or audio) (the "Contribution") on the Web Site You agree, by submitting the Contribution, to grant Us a perpetual, worldwide, non-exclusive, royalty free, irrevocable, sub-licensable right and licence to use, reproduce, modify, adapt, publish, translate, distribute, play, make available to the public and exercise all copyright and publicity rights with respect of the Contribution in any form, whether in print or electronic, for the full term of any rights that may exist in the Contribution, in accordance with Our Privacy Policy. If You do not wish to grant Us the rights described in this clause, You should not submit a Contribution to the Web Site. 7.7 Further to clause 7.6, by submitting a Contribution to the Web Site, You warrant that the Contribution: (i) is Your own original work and that You have the right to make it available to Us for the purposes specified in clause 7.6; and (ii) is not defamatory; and (iii) does not infringe any law. 7.8 You indemnify Us against all legal fees, damages and other expenses that may be incurred by Us as a result of any breach by You of the warranty in clause 7.7 above. 7.9 You waive any moral rights You may have in the Contribution for the purposes specified in clause 7.6.
 8. Termination
 8.1 This Agreement will commence on the Commencement Date and will continue until either party gives the other written notice of termination. 8.2 We may, without liability, suspend the provision of any or all of the Services to You (where You are a Subscriber or Registered User) if: 8.2.1 You are in breach of any of Your obligations under this Agreement; 8.2.2 You fail to make any payment when it is due under this Agreement after receiving 14 days' written notice from Us to do so. 8.3 Either party may terminate this Agreement immediately by serving written notice on the other party if the other party: 8.3.1 at any time, goes into liquidation (either compulsorily or voluntarily) or an administrator, receiver, administrative receiver, manager or similar officer is appointed in respect of the whole or part of its assets, or if that party makes an assignment for the benefit of, or a composition or arrangement with its creditors, or enters into or becomes subject to a like or equivalent insolvency or enforcement procedure or threatens to do so or is threatened with any of these things; 8.3.2 breaches any provision of this Agreement which is incapable of being remedied; 8.3.3 breaches any provision of this Agreement which is capable of being remedied but has failed, within 30 days after being requested by the other party in writing to remedy the breach. 8.4 If this Agreement is terminated by You (where You are Subscriber) under clause 8.3, We shall refund to You that part of the subscription fee already paid which relates to any unexpired part of the Subscriber's subscription, calculating the value of such refund on a pro rata basis. You shall not be entitled to any refund of subscription fees if the Agreement is terminated by Us under clause 8.3 orby either party for any other reason. 8.5 Termination or expiry of this Agreement will not affect any accrued rights or liabilities of either party.
 9. Terms for Online Sales
 9.1 Prices, postage & packing charges shall be as specified on the Web Site, or as determined when ordering over the phone or online. Our prices on the Web Site include any applicable value added taxes. We reserve the right to change prices published on the Web Site at any time. 9.2 Payment for printed products and electronic products (hereinafter collectively referred to as "Products") and Services ordered online must be made by credit card. Products ordered will not be despatched and Services will not be provided until authorization of the credit card payment has been made. 9.3 When You place an order online We will treat it as an offer to buy Products and Services as applicable. We will send You a confirmation e-mail with Your order number, at which point We and You will have been deemed to have entered into a legal contract pursuant to the terms of that order and this Agreement. However, We will be entitled to refuse to accept Your order, at Our sole discretion, in which case We will notify You of the same via e-mail. 9.4 In deciding whether to accept Your order, We may use the information You have given to Us, or We already hold about You, or which We receive from any enquiry We may make with Our credit checking company to confirm Your identity. The credit checking company will check any details We disclose to them against any database (public or private) to which it has access and will keep a record of that check. The credit checking company will also retain this information and may use it in the future to assist other companies with identity verification. This assists Us to protect You and Us from fraudulent transactions. If We decline Your offer on security grounds We may contact You to seek an alternative payment method. 9.5 While We endeavour to meet all orders, Our acceptance of orders is subject to availability of Products or Services. However, if We are unable to supply or deliver the Products or Services ordered and paid for by You, We will refund to You the price paid for such Products or Services within 30 days of the date of the contract for the supply of the Products or Services as applicable. 9.6 We reserve the right to cancel any accepted order prior to delivery, at Our discretion (whether or not Your credit card has already been charged). If Your credit card has already been charged and the order is cancelled We will upon confirmation of the same, issue an appropriate credit to Your credit card account. 9.7 Title to all printed products, and the physical compact disk medium upon which electronic products are resident, passes to You when We receive the full payment for the Products. We and/or Our licensors, as applicable, retain title to all electronic products, software and data contained on those Products. Risk of loss and damage in the Products pass to You upon delivery. 9.8 Your acceptance of the Products occurs upon delivery of the Products and will be presumed unless You notify Us in writing that You do not accept them. If You are buying from the Web Site as a consumer You are entitled by law to cancel the purchase or purchases within 7 working days of receipt of the purchase including, in the case of electronic versions of the Products, where the Products remain sealed or have not been installed. In order to do this, You must inform Us in writing and return the purchase(s) immediately to Us in the same condition as You received the purchase(s). 9.9 Electronic versions of the Products, for example software and/or data products, may have their own terms and condition which govern Your use of those Products. You should read those terms and conditions of use either (i) before You unseal the Product, or (ii) before You install the Product and accept the terms and conditions governing Your use of the Products. Once You have broken the seal and/or installed the Products You no longer have the right to cancel Your purchase as set out in clause 9.8. 9.10 If You choose to cancel the contract in accordance with clause 9.8 above, We shall refund the amounts You paid for such Products. If You decide to cancel the contract as set out above You will pay any costs associated with the return of Products to Us.
 10. General Terms
 10.1 Except as set out in clause 2.6, any variation to this Agreement must be specifically agreed by both parties in writing. 10.2 Where You are a Subscriber, Registered User or Invitee You may not assign, sub-license or otherwise transfer Your subscription or any of Your rights under Your subscription, sub-contract Your obligations, or resell any of the Services without Our prior written permission. We may assign, transfer or sub-contract Your rights and/or obligations to any third party. 10.3 No delay, neglect or forbearance on Our part in enforcing any provision of this Agreement will be deemed to be a waiver or in any way prejudice any of Our rights. 10.4 If any provision of this Agreement is, for any reason, held to be unenforceable, illegal or otherwise invalidin any way, the unenforceable, illegal or invalid provision will not affect any other provision of this Agreement and those provisions will continue in full force and effect and the unenforceable, illegal or invalid provision shall be deemed to be rewritten to provide the maximum benefit originally intended which is enforceable, legal and valid. 10.5 All notices given to Us under this Agreement must be sent to Our address, fax number or e-mail address set out below, or any other address that We may notify to You from time to time in accordance with this clause. All notices given to You under this Agreement must be sent to Your address, fax number or e-mail address set out on the Order (if You are a Subscriber or a Registered User) or provided by You as part of the on-line registration process on first use of the Web Site (if You are an Invitee), or any other address that You may notify to Us from time to time in accordance with this clause. Subscribers and Registered Users may notify Us of a change to their address for service online on the Web Site where appropriate. All notices may be delivered personally, or sent by first class prepaid post, by fax or by e-mail and will be deemed to have been served: if by hand, when delivered; if by first class post, 48 hours after posting; if by fax, when dispatched provided that the sender's fax machine produces automatic confirmation of error free transmission to the intended recipient; and if by e-mail when received. 10.6 Customers should contact: info@ofreight.com 10.8 Where this Agreement is translated into a language other than English that translation shall be for reference only. In the event of any conflict between a non-English language version and the English language version of this Agreement then the English language version of this Agreement shall take precedence. 10.9 Nothing in this Agreement confers or purports to confer on any person who is not a party to this Agreement any rights under the Contracts (Rights of Third Parties) Act 1999 of England and Wales, or any other right, to enforce any term or provision of this Agreement. 10.10 This Agreement shall be governed in accordance with the laws of England and Wales and both You and We agree to submit to the non-exclusive jurisdiction of the English and Welsh courts. However, nothing in this clause will prevent Us from applying for and obtaining injunctive relief or enforcement of any order of an English and Welsh court in any other country or jurisdiction. 10.11 This Agreement contains the entire agreement and understanding of the parties in relation to the use of the Web Site and supersedes any proposal or prior agreement, oral or written, and any other communications between the parties relating to the subject matter of this Agreement.