These General Terms and Conditions of Use (“Terms”) govern your use of the Xfrate TMS platform (“TMS Platform,”, “Xfrate TMS” or ”Platforms”), operated by Xfreight Technologies (“Xfrate,” “Company,” “We,” “Us,” or “Our”). Xfrate TMS is a SaaS platform that enables shippers to onboard and manage their transporters for freight transactions. Xfrate is solely a technology provider and does not facilitate, process, or guarantee any freight transactions.

These Terms, along with our Privacy Policy and any applicable supplemental terms, form a legally binding agreement (“Agreement”) between You (“User(s),” “You,” or “Your”) and Us. By accessing or using the TMS Platform, You agree to be bound by these Terms. If You do not agree, please do not use the TMS Platform.

As long as you comply with the Terms, We grant You a personal, non-exclusive, non-transferable, limited, revocable right to enter, use, register and avail the Services offered by Xfrate.

A. Definitions and Interpretation

 

Any capitalized terms, not defined elsewhere in this Agreement, shall mean as follows:

 

General definitions:

 

i. App: App means the Xfrate TMS mobile platform downloadable from Google Play/AppStore or any other store of similar nature operated by Us, including any updates thereof.

 

ii. Applicable Laws: Applicable Law means all laws, statutes, common law, regulations, ordinances, codes, rules, guidelines, orders, permits, tariffs and approvals, of any governmental, judicial, quasi-judicial, statutory or regulatory authorities, particularly those relating to the internet technology, data privacy and logistic services that apply to the jurisdictions where the Company is operational.

 

iii. Content: Content will include (but is not limited to) reviews, images, photos, audio, video, location data, nearby places, and all other forms of information or data that You may share or transmit to, through or in connection with the Services, such as likes, ratings, reviews, images, photos, messages, chat communication, profile information, or any other materials that You publicly display or displayed in Your Account profile.

 

Service-related definitions:

 

i. Shipper: A person or entity that places an order for the transportation of goods using Our Platforms. While placing an order for services, the Shipper may opt for transportation of goods through a Full Truckload or a Part Truckload.

ii. TMS Platform – The SaaS platform offered by Xfrate, where shippers onboard transporters for freight transactions.

iii. Transporter – A person or entity responsible for providing the logistical services including transportation of goods, part truckload shipments.

iv. Full Truckload: A shipment that occupies the entire capacity of a truck, typically excluding any additional space for other shipments.

 

v. Part Truckload: A shipment that does not occupy the entire capacity of a truck, allowing for other shipments to be included.

 

vi. Driver: Any individual operating a vehicle for the purpose of transporting freight for a User or on behalf of a Service Provider, whose details are entered into the Platform for the purpose of enabling shipment tracking, status updates, or related services.

 

 

B. YOUR APPROVAL

 

1. You approve of and accept the Agreement by:

 

i. clicking to “I accept” or “I agree” button to the Terms, where it is made available to You by Us in the user interface for any particular service;

ii. downloading and/or installing the App on Your device;

iii. accessing or using the App or any of the content available within the App from any device; or

iv. accessing or using the Website from any device.

 

2. You can accept the Agreement only if:

 

i. You are a natural person of the legal age and sound mind to consent in your jurisdiction and are fully able and competent to understand, acknowledge and agree to the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms; or

ii. You are a juristic person, lawfully existing that has all the authorizations, permits and allowances to enter into this Agreement and form a binding contract; or

iii. You are not legally barred under Applicable Laws from using the Platform.

 

3. You understand that We want You to use the TMS Platform if You understand, approve of or accept the Agreement in its entirety. If You do not agree to this Agreement, please do not use or access the TMS Platform. Your use of the TMS Platform is at Your own risk, including the risk that You might be exposed to content that is objectionable, or otherwise inappropriate. Hence, You are requested to read these Terms and Privacy Policy carefully and understand the Agreement before You accept it and agree to be bound by them.

 

C. OUR BUSINESS MODEL

 

1. The TMS Platform is an online platform for shippers to manage transporters.

2. Xfrate is not a party to any freight agreements, transactions, or payments between Shippers and Transporters. Xfrate is not a party to any freight agreements, transactions, or payments between Transporter and Driver.

 

3. All responsibility for freight execution, service quality, and payments rests solely with the shipper and transporter.

4. Shippers are responsible for selecting, onboarding, and managing transporters.

5. Once You have signed up as a User, You will be required to complete the onboarding process on our TMS Platform by providing the specified documents, in accordance with Our Privacy Policy. Upon successful verification of the documents provided by You, the onboarding process shall be deemed to be completed. Post completion of the onboarding process, You can access the features of the Platform as per these Terms. If there is any delay in completion of the onboarding process or verification of the documents, you may contact Our customer support service at customer.support@xfrate.com.

6. You acknowledge and agree that the TMS Platform does not provide transportation and/or logistical services or functions as a transportation carrier. You agree that We have no responsibility or liability to You related to any transportation, goods or logistics services provided/availed by You.

7. You acknowledge and accept that the logistics Services are provided by independent Service Provider that We do not control. Any decision to offer or accept the transportation and/or logistics services is an independent decision made in Your sole discretion at Your own risk. We do not direct or control any Service Provider generally or in their provision of the Services. Any feature, process, or other effort that we undertake to enhance Your enjoyment of Our Platform, is not an indication of any employment or agency relationship with any User of the Platform.

8. You agree and acknowledge that You will be liable for checking the contents, packing, sealing, addressing, labelling and handling of the goods, carriage, shipping instructions, waybill or Consignment Note that may be applicable for the Service.

9. In order to access the TMS Platform, You have to register as a User and create an account (“Account”) by providing prescribed information which will be governed by our Privacy Policy. You must promptly update Your information through Your Account if there are any changes to Your registered information. You shall bear the sole responsibility to make such changes.

10. You agree to accept responsibility for all activities that occur in or from Your Account and agree to establish reasonable security procedures and controls to limit access to the password or other identifying information of Your Account to unauthorized individuals, which includes choosing passwords and other credentials in a manner that will protect the security of Your information. Your credentials include Your username and password to Your Account.

11. We reserve the right to introduce at any time a subscription fee for Users who wish to access the platform. The terms and conditions, pricing of the subscription service will be communicated to the Users and may be subject to change at Our discretion. Furthermore, we reserve the right to condition the access to Our Platforms on the payment of a subscription fee.

12. You understand that the Services displayed on the Platform may not be available for hire in Your particular country or locality. The reference to such products and Services on the TMS Platform does not imply or warrant that these Services will be available at any time in your particular geographical location. The Services also are subject to availability, and Xfrate shall not be responsible if at the time of completing the transaction on the TMS Platform, the Service becomes unavailable.

 

D. Shipment Tracking

 

1. Tracking Modes: The Platform may enable freight shipment tracking using one or more of the following modes: a. Manual Updates – The User or the designated transporter may manually enter shipment status and location updates into the Platform. b. Mobile GPS Tracking – Where the User provides driver details and requests GPS-based tracking, such tracking will commence only after:

o The User confirms that they have obtained the driver’s express consent to share location data.

o The driver has explicitly accepted GPS tracking via the approved process.

o The driver understands that they may end tracking at any time upon shipment completion.

c. Vehicle Tracking System (VTS) Data – The Platform may receive location and status data from third-party telematics or vehicle tracking systems integrated by the User.

2. Consent and Compliance

i. The User is solely responsible for obtaining all required consents from transporters, drivers, and any other relevant parties before enabling tracking.

ii. By enabling GPS or VTS tracking, the User represents and warrants that such tracking is lawful and authorised under all Applicable Laws.

iii. Xfrate has no responsibility to verify or ensure that the User has obtained such consent.

 

3. Use of Tracking Data

i. Location, route, and shipment status data collected through any tracking mode may be stored and processed by Xfrate for operational, analytical, and service improvement purposes.

ii. Route and tracking data will be retained in accordance with our Privacy Policy.

iii. Such data may be anonymised and aggregated for analytics, without identifying individual drivers or Users.

 

4. User and Driver Responsibilities

i. It is the sole responsibility of the driver to permit GPS tracking and to terminate tracking upon shipment completion.

ii. The User acknowledges and agrees that any enabling of tracking constitutes their confirmation that all necessary permissions and legal compliance measures are in place.

iii. Xfrate is not responsible for monitoring or enforcing the driver’s decision to enable, disable, or terminate tracking.

 

 

2. USAGE OF THE PLATFORM

 

1. You will download and install the App from the software application store (such as Google Playstore or Appstore) for using it. You will also download and update the relevant latest versions of the App, and any relevant updates provided by Us to avail continued access to the App.

 

2. You will use the TMS Platform only for such purposes as is permitted by (a) this Agreement; and (b) any law, regulation or generally accepted practices or guidelines applicable in the country where Xfrate operates in.

 

3. We, or the software application store may include functionality to automatically check for updates or upgrades to the TMS Platform. Unless Your device, its settings, or computer software does not permit transmission or use of upgrades or updates, You agree that We, or the software application store, may provide notice to You of the availability of such upgrades or updates and automatically push such upgrade or update to Your device or computer from time-to-time. You may be required to install certain upgrades or updates to the Platform in order to continue to access or use the Services, or portions thereof (including upgrades or updates designed to correct issues with the Services). Any updates or upgrades provided to you by us under the Terms shall be considered part of the Services.

 

4. You undertake and warrant that any information provided by You to Us is correct and valid. In case of any wrong information/impersonation/furnishing of wrong information, You shall be liable for consequences and You shall indemnify Us against any such loss, damage, consequences, which may have to be faced by Us due to such breach. In case it is found that the information provided is false, We may deny access to the Website and the App immediately without prejudice to any of the terms envisaged under these terms and conditions. We may also initiate any such actions against You as it may deem proper.

 

5. We may stop provision of the TMS Platform (or any part of the Platform), permanently or temporarily, to You or to users generally or may modify or change the nature of the TMS Platform and/or these Terms at Our sole discretion, without any prior notice to You. Your use of the App following any such modification constitutes Your deemed acceptance to be bound by any and all the Agreement (or as it may be modified).

 

6. You agree to not copy, license, adapt, distribute, exchange, modify, sell or transmit any content or material from this TMS Platform, including but not limited to any text, images, audio, video or links for any business, commercial or public purpose. We grant You a non-exclusive, non-

transferable, limited right to enter, view, use and transact on the TMS Platform except for the purpose of making a single archival back up copy. You also understand that You are expressly prohibited from copying, reproducing, altering, modifying, creating derivative works of, or publicly displaying any content displayed on the TMS Platform.

 

7. You agree and acknowledge that You will not host, display, upload, modify, publish, transmit, update or share any information through the TMS Platform that:

 

i. belongs to another person and to which the user does not have any right;

ii. is obscene, pornographic, paedophilic, invasive of another’s privacy including bodily privacy, insulting or harassing on the basis of gender, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or promoting enmity between different groups on the grounds of religion or caste with the intent to incite violence;

iii. is harmful to child;

iv. infringes any patent, trademark, copyright or other proprietary rights;

v. deceives or misleads the addressee about the origin of the message or knowingly and intentionally communicates any misinformation or information which is patently false and untrue or misleading in nature;

vi. impersonates another person;

vii. threatens the unity, integrity, defence, security or sovereignty of Australia or any other jurisdiction where Xfrate operates, friendly relations with foreign countries, or public order, or causes incitement to the commission of any indictable offence, or prevents investigation of any offence, or is insulting other nation;

viii. contains software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource; and

ix. violates any Applicable Law for the time being in force.

 

8. You agree and acknowledge to the following representations at all times while using the TMS Platform:

 

i. All information that You provide is true, accurate, complete and updated;

ii. You will not use the TMS Platform or any content provided thereof for any purpose that is illegal, unlawful or prohibited by Applicable Laws;

iii. You will comply with all Applicable Law, rules, regulations and industry standards while using the TMS Platform;

iv. You will use the TMS Platform for legitimate business purposes related to freight logistics;

v. You will not to make available any Content that You do not have the right to make available or that infringes any patent, trademark, copyright or other proprietary rights of any person or entity;

vi. You will not use the Services to obtain unauthorized access to the systems, network or data of the TMS Platform.

 

 

 

9. While using the TMS Platform, You agree that You will not attempt to or engage in any activity that may:

 

i. reverse engineer, decompile or otherwise extract the source code related to the App or any part thereof, unless it is expressly permitted by Us to You in writing or is required by the Applicable Law;

ii. use any robot, spider, retrieval application, or other device to retrieve or index any portion of the Platforms or Content thereof;

iii. collect information about users of the App for any illegal or unlawful purpose;

iv. create any user accounts by automated means or under false or fraudulent pretences for using the TMS Platform;

v. transmit any viruses, worms, defects, trojan horses, or any items of a destructive nature through the TMS Platform;

vi. use the TMS Platform in any manner that could damage, disable, overburden, or impair, or undertake any action which is harmful or potentially harmful to, any of the servers, networks, computer systems or resources connected to any of the servers connected, directly or indirectly to the TMS Platform, or interfere with any other users’ use and enjoyment of the TMS Platform;

vii. carry out any denial of service (DoS, DDoS) or any other harmful attacks on the Platforms or disrupt or place unreasonable burdens or excessive loads on, or interfere with or attempt to make, or attempt any unauthorized access to the Platforms or any part of the Platforms or any user of the TMS Platform;

viii. forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Platforms or obtain any materials or information through any means not intentionally made available through the Platforms, in Our opinion.

 

3. GENERAL PAYMENT TERMS

 

 

1. You are responsible for any payment of goods and services tax. The collection and remittance of that tax for sales of any Services will be determined in accordance with Applicable Laws.

 

2. All responsibility for freight execution, service quality, and payments rests solely with the shipper and transporter. Xfrate does not process or facilitate payments between shippers and transporters. Xfrate does not process or facilitate payments between shippers and transporters. Xfrate does not process or facilitate payments between shippers and drivers or between transporters and drivers. However, users may be required to pay a subscription fee to access the platform. Subscription payments must be made within the due period to avoid service suspension

 

3. Access to the TMS Platform can be subject to a subscription fee. Subscription plans include monthly and yearly options, with fees determined by Xfrate. You understand, accept and agree that the payment facility provided by Us is neither a banking nor financial service but is merely a facilitator providing an online electronic payment, using third-party gateways or appropriate payment system infrastructure and the same will also be governed by the terms and conditions

of such third-party payment facilitator. You acknowledge that We will in no case be liable for any failed payment, cancelled payment or any other refund related issue.

 

 

4. CONFIDENTIALITY

 

1. You agree to treat all data and information not publicly available as confidential (“Confidential Information”) and to use such information solely for the intended purpose. We will not be liable for any direct, indirect, special, consequential, or other damages arising from the use of the TMS Platform, or any information or images contained therein, including but not limited to lost profits, business interruption, and loss of programs or data.

 

2. The confidentiality obligations do not extend to data or information required to be disclosed to third parties, including public authorities, pursuant to legal obligations. In such cases, the disclosing party shall notify the other party without any delay. You will take all reasonable measures to prevent the disclosure, dissemination, or unauthorized use of Confidential Information, which will include at least the same level of protection You apply to Your own confidential information. Additionally, You shall not issue any press release or make any public statements regarding these Terms or Your use of the Service provided by the Company.

 

3. You are responsible for maintaining the confidentiality of Your login credentials and Account information. Any unauthorised use of Your Account must be immediately reported to Us as to prevent fraudulent activity or misrepresentation. In such an event or otherwise, We retain the right to immediately suspend Your Account until We are assured that the Account is only accessed by an authorised User.

 

5. INTELLECTUAL PROPERTY

 

1. Your use of the TMS Platform is, and at all times shall be, governed by and subject to the Applicable Laws regarding copyright, trademark, patent, and trade secret ownership and use of intellectual property. You agree to abide by the Applicable Laws regarding copyright, trademark, patent, and trade secret ownership and use of intellectual property, and You shall be solely responsible for any violations of any laws and for any infringements of any intellectual property rights caused by Your use of the TMS Platform through Your device.

 

2. The Xfrate name and logo, along with service marks, graphics, other logos, written content used in connection with the TMS Platform (“Xfrate IP”) are owned of the Company. We own all rights, titles, and interest in Xfrate IP, and all related technology and intellectual property rights. Subject to the terms of these Terms, We grant You a limited, revocable, non-exclusive, non-sub licensable, non-transferrable license to access and use the Services solely in accordance with these Terms. You obtain no rights under these Terms from Us, Our affiliates to the Service, including any related intellectual property rights.

 

3. The other trademarks, service marks, graphics and logos used in connection with the TMS Platform except the Xfrate IP are the intellectual property of their respective owners

(collectively “Third-Party IP”). The Xfrate IP and Third-Party IP may not be copied, imitated or used, in whole or in part, without the prior written permission of the applicable intellectual property holder.

 

4. The TMS Platform and any underlying technology or software used in connection with the TMS Platform may contain rights of Us or Our affiliates or any third party. For use of any Third-Party IP, You may need to get permission directly from the owner of the intellectual property.

 

5. Any intellectual property which is not specifically mentioned to be owned by Us is owned by their respective owners and the owners have a right to take appropriate actions against You for any violation, infringement or passing off.

 

6. We respect the intellectual property rights of others and do not hold any responsibility for any violations of any intellectual property rights by You.

 

7. Unless stated otherwise, all pictures and information contained on these Services are believed to be owned by or licensed to Us. If you are the copyright owner of any Content on these Services and you think the use of the above material violates Your copyright in any way, please email a takedown request by writing to contact@xfrate.com with the subject “Content takedown request.” Please indicate the exact URL of the webpage in your request. No other party is authorized to reproduce or republish these digital versions in any format whatsoever without Our prior written permission.

 

6. INDEMNITY

You will defend, indemnify, and hold harmless Us, Our affiliates and each of Our/their respective employees, officers, directors, and representatives from and against any losses or damages arising out of or relating to any third-party claim concerning:

i. Your use of the Website, Services or features;

ii. breach of these Terms or violation of Applicable Law by You;

iii. any illegal or offensive conduct by You or any third party on Our TMS Platform;

iv. any delay or inaccuracy in information provided by You or any third party;

v. any dealings between You and any Service Provider, on or through Our Platforms, including the delivery of product or service, payment, conditions; or

In the event (i), (ii), (iii), (iv) or (v) occurs, You will be liable to reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to any third-party notices or other compulsory legal order or process associated with third-party claims described in (i) through (v) to the tune of loss or damages incurred. These limitations and indemnities apply to the fullest extent permitted by applicable law, and do not limit any rights or remedies available to you under Australian Consumer Law.

 

 

 

7. LIMITATION OF LIABILITY AND WARRANTIES

 

1. Users acknowledge that all information provided on the Xfrate TMS platform, including but not limited to user onboarding details, freight location updates, and transaction records, is entered solely by users. Xfrate does not independently verify the accuracy, authenticity, or completeness of this data. Due to the platform’s reliance on user input, errors, omissions, or misrepresentations in the provided information may occur. Xfrate shall not be liable for any losses, disputes, or damages resulting from inaccurate, incomplete, or misleading user-entered data. Users are solely responsible for ensuring the accuracy of their inputs and for conducting independent due diligence where necessary.

 

2. In no event shall We, Our group companies, affiliates, Our officers, shareholders, subsidiaries, associate companies, directors, employees and agents, partners, co-branders, licensors, licensees, consultants, or contractors (“Xfrate Entities”) be liable to You or any third party for any special, incidental, indirect, consequential or punitive damages or losses whatsoever, or damages for loss of data or profits, goodwill, and/ or other intangible loss, whether or not foreseeable and regardless of whether We have been advised of the possibility of such damages, or based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or any other claim arising out of or in connection with Your use of, or access to, the TMS Platform.

 

3. Xfrate does not warrant the accuracy, completeness, or reliability of tracking data, whether entered manually, obtained via GPS, or provided by a VTS system. a. Tracking data may be subject to delays, errors, or interruptions due to network conditions, device limitations, driver actions, third-party system failures, or other factors beyond Xfrate’s control. b. Xfrate shall not be liable for any loss, damage, cost, penalty, or claim arising out of or related to:

i. the use or inability to use tracking services,

ii. any inaccuracies, omissions, or delays in tracking data,

iii. any disputes between Users, transporters, and drivers regarding tracking

iv. any breach of privacy or applicable law by the User in enabling or using tracking.

 

4. In no event shall Xfrate Entities’ total cumulative liability to You in connection with the Services for all damages, losses and causes of action (whether arising under contract or otherwise), arising from or relating to Your use of the TMS Platform or arising from these Terms exceed AUD 100 or 1 month’s subscription fee, as applicable.

 

5. By using the Services and accessing the TMS Platform, You agree that We shall specifically not be responsible or liable for:

 

i. any fraudulent transactions, misrepresentation or suppression of facts by the Users;

ii. the pricing and payment terms of inter se agreements entered between Users using Our TMS Platform;

iii. any dispute arising between Users regarding quantity, quality, packing, assembling, etc. of goods conveyed with the help of TMS Platform;

iv. any late pickup, late delivery, early arrival, early delivery any waiting charges and also if You procure the freight without pickup service and/or delivery service, You are responsible for delivering the shipment to the designated drop-off and/or pickup point;

v. goods or services or the terms on which Services may be procured or availed using the TMS Platform. If You are choosing to procure or avail such goods or services, You should carefully evaluate them and the terms upon which You are availing them;

vi. any natural loss, damage, deterioration of goods involved including on account of pilferage, theft, accident, natural calamity or any other similar cause;

vii. any conduct of any personnel of different Service Providers;

viii. performance or quality of Services or any material aspects thereof as earlier agreed by parties to Consignment Note and/or the vehicle rental agreement; and

ix. the collection and remittance of taxes. You shall indemnify and hold Us harmless against any and all claims by any tax authority for any underpayment of any goods and service tax as applicable and any penalties and/or interest thereon. We shall not provide any customer support services related to collection and remittance of taxes.

 

 

8. DISCLAIMERS

 

1. Your access to and use of the Services or any Content are at your own risk. You understand and agree that the Services are provided to You on an “AS IS” or “AS AVAILABLE” basis. We make no representation or warranty and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security, security and non-compatibility or reliability of any Content; (ii) any harm to Your computer system, loss of data, or other harm that results from your access to or use of any Content; (iii) the deletion of, or the failure to the software application store or to transmit, any Content and other communications maintained by the Services; and (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained through the Content, will create any warranty or representation not expressly made herein or therein.

 

2. By using Our Services, you agree to the following disclaimers:

 

i. The Content on these Services is for informational purposes only. We disclaim any liability for any information that may have become outdated since the last time the particular piece of information was updated. We reserve the right to make changes and corrections to any part of the Content on these Services at any time without prior notice. We do not guarantee the quality of the services, the listing of the Service Providers, the availability of the Service Providers.

 

ii. Any certification, awards, accreditations, licenses or permits (“Certification”) or information in regard to such Certification that may be displayed on the Service Providers’ listing page on the Platform is for informational purposes only. Such Certification is displayed by Us on an ‘as available’ basis that is provided to Us by the Service Provider. We do not make any warranties about the validity, authenticity, reliability and accuracy of such Certification or any information displayed in this regard. Any reliance by You upon the Certification or information thereto shall be strictly at Your own risk and We, in no manner shall assume any liability whatsoever for any losses or damages in connection with the use of this information or for any inaccuracy, invalidity or discrepancy in the Certification or non-compliance of any Applicable Laws or regulations by the Service Providers.

 

3. You expressly acknowledge that we do not assess the suitability, legality, regulatory compliance, quality or ability of any user or goods scheduled through the use of the Service, and We make no warranty regarding the same.

 

4. Xfrate TMS provides freight tracking, analytics, and AI-driven insights based on user-provided data. Users acknowledge that the accuracy and reliability of these outputs are entirely dependent on the correctness and completeness of their and other user inputs or automated data inputs. Any inaccuracies, omissions, or delays in data input may result in incorrect analysis, misleading insights, or faulty recommendations. Xfrate does not verify user or data inputs and shall not be held liable for any errors, misinterpretations, or losses arising from inaccurate or incomplete data.

 

5. Xfrate TMS may use AI-driven analytics and predictive insights to assist users in decision-making. Users acknowledge that all AI-generated outputs are based on user-provided data and algorithmic models. These outputs are recommendations only and should not be considered as definitive or error-free. The accuracy and reliability of AI insights depend on the quality and completeness of the data entered by users. Xfrate does not guarantee the correctness, accuracy, or suitability of AI-driven insights for any specific purpose. Users must exercise independent judgment before making business decisions based on AI-generated recommendations, and Xfrate shall not be liable for any consequences arising from reliance on AI-driven outputs.

 

6. We, Our officers, directors, employees, affiliates and agents and any other service provider responsible for providing access to the Platforms in connection with this Agreement will not be liable for any acts or omissions, including of a third party, and including those vendors participating in Our offerings made to You, or for any unauthorized interception of data or breaches of this Agreement attributable in part to the acts or omissions of third parties, or for damages associated with Our Platforms, or equipment that it does not furnish, or for damages that result from the operation systems, equipment, facilities or services provided by third parties that are interconnected with Us.

 

7. Nothing in these Terms excludes, restricts, or modifies any consumer guarantees, rights, or remedies under the Competition and Consumer Act 2010 (Cth) or any other applicable legislation that cannot be excluded, restricted, or modified by agreement.

 

 

 

9. FORCE MAJUERE

 

You agree that We will be under no liability whatsoever to You in the event of non-availability of the TMS Platform and/or any of the Services or any portion thereof, occasioned by an act of God, war, disease, revolution, riot, civil commotion, strike, lockout, flood, fire, satellite failure, failure of any public utility, man-made disaster, cyber incidents, outages of cloud infrastructure, pandemics, or any event beyond our reasonable control. (including any event which is caused by the failure or non-performance on the part of the Service Providers).

 

10. GOVERNING LAW AND JURISDICTION

 

1. Governing Law and Jurisdiction These Terms shall be governed by and construed in accordance with the laws of the State of New South Wales, Australia. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of New South Wales.

 

2. In the event of any dispute or difference between You and Us (“Dispute”), then such Dispute shall first be resolved amicably through good faith negotiations by You and Us. In the event that a resolution of the Dispute is not achieved within 60 (sixty) days from the date such Dispute arises, as notified in writing by any party to the other party, then any of the parties to the Dispute, shall have the right to refer such Dispute to arbitration by issuing a written notice.

 

3. Any Dispute shall be referred to an arbitral tribunal consisting of (1) one arbitrator to be appointed jointly by the parties. If the parties fail to appoint an arbitrator within 30 (thirty) days of notification of the Dispute by any one party to the other parties, then the parties shall approach the courts of competent jurisdiction for appointment of the arbitrator as per the provisions of the Australian arbitration framework. Any award by the arbitral tribunal shall be binding on all the parties. A reference to the arbitration under this paragraph shall be deemed to be submission within the meaning of the Act and the rules framed thereunder for the time being in force, as modified from time to time. The parties further agree that the seat and venue of arbitration shall be Sydney, New South Wales, and the language to be used in the arbitration shall be English.

 

4. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, any correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the

context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.

 

11. TERMINATION AND SUSPENSION

 

1. You may delete Your Account at any time. You can do it in the App settings or by contacting user support at contact@xfrate.com with the subject ‘Delete my Account’. In some cases, we will be unable to terminate Your Account or may retain certain information for legitimate purposes, such as to prevent fraud and ensure safety of our users, comply with legal obligations, or manage any unresolved claims or disputes.

 

2. We have the right to investigate any suspected breach of the terms of this Agreement. While We do so, We are allowed to suspend Your access to some or all the features of the Platforms, depending on the seriousness of the suspected breach.

 

3. We, subsequently, might determine to temporarily or permanently suspend or terminate Your Account, or impose limits on, or restrict Your access to features of the Platform if:

 

i. We determine, acting reasonably and objectively, that You are in material or repeated breach of this Agreement or other internal rules or regulations;

ii. We have objective grounds to reasonably believe that You are about to seriously breach the terms under this Agreement;

iii. We are legally required to do so under Applicable Laws;

iv. it is reasonably required in response to dealing with a serious technical, safety or security issue.

 

4. If We have previously terminated Your Account for breach of this Agreement, You are not permitted to use Our Platform again by registering with a different number/email address. However, if You use Our Platform again (for example, by opening another account), We are entitled to suspend or terminate any such accounts, at Our sole discretion.

 

5. If You think we have made a mistake in suspending or terminating Your Account, You can appeal through contact@xfrate.com.

 

12. AMENDMENT TO THE TERMS

1. We reserve the right to amend, modify or delete any part or whole of the Terms from time to time. We may update these terms and service-specific additional terms (1) to reflect changes in our services or how we do business — for example, when we add new services, features, technologies, pricing, or benefits (or remove old ones), (2) for legal, regulatory, or security reasons, or (3) to prevent abuse or harm.

If we update or change these Terms or service-specific additional terms, we will provide you with periodical notice as per the Applicable Law. For Users located in Australia, New Zealand, or any other jurisdiction, ‘Applicable Law’ refers to the laws in force in that jurisdiction to the extent relevant to the User’s access and use of the Platform. If you don’t agree to the new

terms, you should immediately stop using the Platform and remove your Account from our Platform.

 

13. DIGITAL SIGNATURE

 

1. By accessing and utilizing the Platforms, You hereby acknowledge and agree that You may affix Your digital signature on various documents and agreements presented therein. The act of affixing such a digital signature shall serve as definitive proof of the Your consent and acceptance of the terms, conditions, and stipulations contained within said documents on the Platforms. Furthermore, You understand and agree that any digital signature affixed in this manner shall be deemed valid, binding, and enforceable to the same extent as a handwritten signature, thereby carrying full legal effect under Applicable Law.

 

2. Xfrate shall not be responsible for verifying the authenticity or genuineness of any signatures affixed by the User.

 

3. By affixing Your digital signature, You also affirm that You possess the requisite authority to execute such documents electronically, and You shall assume all responsibility for safeguarding the confidentiality of Your digital signature and any related access credentials.

 

14. GRIEVANCE REDRESSAL

 

1. If you have any concerns or complaints regarding any aspect of the Platform or the Terms, You may write to Us at contact@xfrate.com with the subject “Data related Grievance”. Upon receipt of your complaint, the Grievance Officer will acknowledge the complaint within 24 (twenty-four) hours and will make best efforts to resolve the matter within 15 (fifteen) business days of receiving the complaint or as per timelines mentioned in the applicable laws.

 

2. In case you have any concerns or complaints regarding any procedural aspect of placing a shipment order, You may write to Us at contact@xfrate.com with the subject “Order related Grievance”. Upon receipt of your complaint, the Grievance Officer will acknowledge the complaint within 24 (twenty-four) hours and will make best efforts to resolve the matter within 15 (fifteen) business days of receiving the complaint or as per timelines mentioned in the applicable laws.

 

3. If you have concerns or complaints regarding the Platform or these Terms, please contact our support team at contact@xfrate.com. We will acknowledge your query within a reasonable period and aim to resolve it within 15 business days, in accordance with our internal complaint handling procedures and Australian Consumer Law obligations.

 

Email: contact@xfrate.com

 

 

 

 

15. MISCELLANEOUS

1. These Terms describe the relationship between You and Us and does not create any partnership or agency between You and Us. These Terms don’t create any legal rights for other people or organizations, even if others benefit from that relationship under these Terms.

2. All communications and notices made or given pursuant to this Terms must be in the English language. If we provide a translation of the English language version of this Terms, the English language version of the Terms will prevail if there is any conflict.

3. If any provision or part of a provision of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, such term, condition or provision will to that extent be severed from the remaining Terms which will continue to be valid to the fullest extent permitted by law.

 

4. Any disparaging remarks, negative comments, or defamatory statements made about the TMS Platform, its Services, or its representatives—whether published on social media, review sites, or any other public forum—constitute a breach of these Terms. In such instances, the representative of the Platform, reserve the right to respond to any false or defamatory public statements that materially damage the integrity of our platform. The User understands that this right to legal recourse is essential to protecting the integrity and reputation of the TMS Platform, and said the User agrees to indemnify the TMS Platform against any claims, damages, or expenses arising from their negative statements or actions.

5. Any failure to enforce any provision of these Terms by Us will not constitute a present or future waiver of such provision nor limit Our right to enforce such provision at a later time.

6. We welcome Your feedback regarding our Terms and any comments on the Services We provide to You. You may send Us Your comments and responses on contact@xfrate.com with the subject line being ‘Improvement suggestions for your Platforms.’

7. Under Applicable Law, you have certain rights that cannot be limited by a contract like these Terms. These terms are in no way intended to restrict those rights.

8. You may be subject to supplemental terms of service depending on your use of the Platform. If these Terms conflict with the service-specific supplemental terms, the supplemental terms will govern for that Service.

9. his document is an electronic record created in accordance with the Electronic Transactions Act 1999 (Cth). It is generated by a computer system and does not require physical or digital signatures. By continuing to access or use the Platform, You consent to enter into this agreement electronically.

 

Last Updated on August 2025