* I accept the Terms and Conditions below:

TRANSWIDE GENERAL TERMS & CONDITIONS FOR THE USE OF FREE SOLUTIONS VIA WEBACCESS These Terms and Conditions shall only apply in absence of any other agreement concluded between the parties in relation to the use of the Services. 1. Definitions * The following terms shall have the following meanings herein: - "Agreement" means the entire agreement between Transwide and the Client, which governs the use and provision of the Services, including without limitation these terms and conditions and any other terms as referred to herein and that apply to specific Services. - "Client" means any person using the Services. - "Services" includes twSlot, twCall-off and twDoc and any computer software, source code, programmes, routines, libraries, tools, applications, communication protocols, data structures and formats, user interface design and layouts, software architecture and components, know-how, methodologies, software based product, any hardware and any other service, product, documentation, work product or material, which relates to those and is developed and/or provided to the Client by Transwide under the Agreement. - "Confidential Information" means all information and data disclosed to the other party in whatever form or of which the latter becomes aware in the course of the Agreement, whether or not they are marked as confidential, restricted or proprietary, and which could reasonably be expected to be confidential information by the disclosing party. This includes the terms of the Agreement and any password for the use of the Services. It does not include information which at the time of disclosure, was in the public domain, has been published or otherwise becomes part of the public domain through no fault| of the receiving party, was lawfully known by the receiving party either before the disclosure or as obtained from a third party who had a lawful right to disclose such information, or was independently developed without any use or access to the Confidential Information. - "Intellectual Property Rights" means the rights, titles and interests in, and in relation to the Services and/or any other Transwide product or service, as well as all developments, modifications and enhancements of the same, whether registered or unregistered, including any patent rights, copyrights, trade secret, design right, proprietary information rights, and any other intellectual property protection wherever in the world enforceable. 2. Services * The Client shall provide accurate information as part of the registration process and shall notify any change in relation thereto. It shall inform Transwide as soon as it believes that its password security has been compromised. * The Services are accessible 24/7, with at least 97% availability on a monthly basis on weekdays between 6:00 and 21:59 CET. Transwide reserves the right to modify, suspend or discontinue the Services, at its discretion, without prior notice to the Client. * The Terms of Use, as appearing on the Transwide Website (www.transwide.com), shall apply to the use of the Website. The terms and conditions as provided herein shall prevail in case of contradiction with these Terms of Use. * The Transwide Particular Terms and Conditions for Usage of twDoc shall apply to the use of twDoc. * The Services are free of charges. 3. Intellectual Property Rights and license * Transwide owns and retains at all times the Intellectual Property Rights. The Client shall not challenge, directly or indirectly, or take any action that may affect the Intellectual Property Rights in any jurisdiction, nor their validity or enforceability under the applicable law. * For the duration of the Agreement and under the conditions as fixed therein, to the extent it is so entitled, Transwide grants to the Client a non-transferable and non-exclusive license, to use the Intellectual Property Rights in strict accordance with Transwide instructions. This licence is strictly for the Client's internal use and for the sole purposes contemplated by the Agreement. * The Client shall not copy, disassemble, reproduce, translate, adapt or modify any part of any material relating to the Services, without the prior approval of Transwide. 4. Non-disclosure * Either party shall safeguard and hold as confidential all Confidential Information disclosed by the other party. Either party shall use the Confidential Information of the other party solely for the purposes contemplated by the Agreement and shall not disclose such information to any person other than those employees, agents, directors, contractors, subcontractors and investors or potential investors of such party having a need to know the information in order to perform such party's obligations and as long as they are themselves parties to a similar non-disclosure agreement with such party, or as required by law. The parties shall ensure their compliance with the obligations provided by this clause. They shall use best endeavours to secure the Confidential Information against theft, unauthorised access or loss. Either party may publicly use and make reference to the other party's name (and logo) and/or the existence of their contractual relationship, for any commercial purpose and/or in any publication, unless the other party instructs otherwise in writing within 15 days from its acceptance of these terms and conditions. 5. Liabilities and warranties - disclaimers * Any obligation or liability whatsoever of Transwide towards the Client exclusively result from the Agreement. Transwide shall not be involved in any way whatsoever in, nor have any liability resulting from, any kind of contractual relationship agreed on by the Client with any third party thanks to the use of the Services. * In no event shall the total liability of Transwide towards the Client arising out or in connection with the Agreement, regardless of the basis of the claim, exceed EUR 200, except in case of death or personal injury arising from Transwide negligence or in case of fraud. In no event shall Transwide be liable for any loss of profits, revenues, anticipated savings, goodwill, contracts, business or data or any other indirect, incidental, special or consequential damage of any kind. * The Services are made available on a "as is" and "as available" basis and the Client shall use them at its sole risks. Transwide disclaims all express or implied warranties, conditions or representations of any kind, including without limitation warranty of title, fitness for a particular purpose, accuracy, satisfactory quality, non-infringement of proprietary or third party rights, in relation to the Services. * The Client warrants the compliance of its employees, agents, affiliated companies, contractors and sub-contractors, which would use or have any access to the Services, with the Agreement. 6. Term and termination * The Agreement takes effect as from the acceptance of these terms and conditions by the Client and shall continue for an indefinite period. * Either party may terminate the Agreement by giving a 30 days prior written notice. Either party may, by giving written notice, terminate the Agreement forthwith in case of insolvency within the meaning of the applicable law, dissolution or winding-up of the other party. * Upon termination of the Agreement, the Client shall cease the use of the Services and either party shall return the other party's Confidential and proprietary Information and materials. * Any provision of the Agreement that expressly or by implication is intended to continue in force shall survive the termination of the Agreement (including Sections 3,4, and 5). 7. General * The Client authorises Transwide to send, by electronic mail, any unsolicited advertising message or other commercial information in relation to its products and services at the email addresses communicated in the context of this Agreement. * Transwide may transfer or assign all or part of its rights, duties, titles under or interests in the Agreement and any or all sums due or to become due pursuant to the Agreement for any reason to any third party. * If either party is unable to perform its obligations hereunder due to circumstances beyond its reasonable control, such obligations shall be suspended so long as those circumstances persist, provided prior prompt notification of the delay and its causes. * Unless otherwise expressly provided, the Agreement shall be governed by the laws of England and Wales and the parties agree to the jurisdiction of the English Courts. * Any notice to be given under the Agreement shall be deemed validly given if in writing and delivered personally, sent by courier or other express mail service, sent by registered or certified mail, postage prepaid, return receipt requested or sent by confirmed facsimile, at the addresses communicated by the parties. * Any waiver of a breach or inobservance of any provision of the Agreement shall not operate or be construed as a waiver of any prior, concurrent or subsequent breach. * If any provision of the Agreement shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect the rest of the Agreement, which shall remain fully valid and enforceable. * The Agreement may be translated in other languages but the version, which shall control, shall be the English language version. * A person who is not Party to the Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. TRANSWIDE PARTICULAR TERMS & CONDITIONS FOR THE USE OF THE "twDoc" SYSTEM DEFINITIONS: "Supplier" shall mean TRANSWIDE Ltd., a company incorporated under Irish law, having its registered office at Dublin 1 (Ireland), 2 Harbourmaster Place, IFSC, and its business address at Dublin 2 (Ireland), Harcourt Centre, Block 3, Harcourt Road. "User" shall mean the physical or legal person who has agreed on the following. WHEREAS: 1. The User wishes to facilitate the making and signature of the consignment note (hereafter the "CMR"), which he uses for his professional activities and namely within the context of a contract of national or international transport by road concluded with third parties (CMR Convention of 19 May 1956 and national regulations). 2. The Supplier has developed a system (hereafter "twDoc"), which enables mainly to electronically make, use, manage and sign the CMR upon a system of combination of an identification code ("Username") and a password ("Password"). 3. The parties, as traders, agree to derogate herein, to the maximum extent permitted, to the laws regulating the burden of proof and rules of evidence as provided by national and European laws and the CMR Convention. Therefore and in anticipation of the setting up of a system providing advanced electronic signature assimilated to a written one, the parties wish to regulate hereby the functioning of twDoc, as well as its legal and probative validity. THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: 1. Object The object of these Terms and Conditions consists of regulating conventionally the use and the legal and probative value of twDoc. The User acknowledges that the electronic signature system as provided by the Supplier in the context of twDoc, offers sufficient guaranties as regards the identity of the parties and the integrity of the data, permitting the valid making and signing of the CMR. Therefore, the User recognises that the documents, as electronically signed via twDoc, are validly concluded and that the production of these documents under electronic form constitutes a sufficient and perfect evidence of the obligations concluded, both towards the Supplier as towards the parties to the transport contract. The User renounces therefore to have recourse, towards the Supplier or the parties to the transport contract, to any legal or factual exception of any nature whatsoever related to the validity of the Supplier's system, including in the case any jurisdiction would not accept the probative value thereof. 2. Functioning and procedures The main features of the procedures of use and electronic signature of twDoc are described in the attached Appendix A, which form an integral part of these Terms and Conditions. The procedures as used in twDoc are however subject to potential changes carried out in order to enhance the efficiency of the system. The User acknowledges the right of the Supplier to proceed to any change for such a purpose, provided it does not affect the substantial functionalities of twDoc and the User has been informed thereof at least 7 days before it becomes operational. Any change carried out by the Supplier in compliance with this Section, shall bind instantly the User and is subject to these Terms and Conditions, unless otherwise mutually agreed. 3. Technical obligations The communication of Usernames and Passwords to the User is carried out under its sole responsibility. The User shall be solely liable for the consequences arising from a communication to or interception by a non-authorised third party. The User acknowledges that this communication can be made by simple electronic mail. When the User requests a modification or a revocation in relation to an acknowledged person, the Supplier shall update his system within 24 hours. If such request is formulated on a non-working day, the Supplier will update the system within 24 hours following the first working day after the request. Working day means the weekdays, from Monday to Friday, from 9 a.m. till 6 p.m., Belgian public holidays excluded. 4. Liabilities The User is liable both towards the Supplier as to the other parties to the transport contract, for the use that is made of its Username and Password. He shall indemnify the Supplier on demands and/or convictions claimed by any employee or any party to the transport contract. The Supplier can under no circumstances whatsoever be held liable for the fraudulent or abusive use of twDoc, and in particular for the abusive or fraudulent use of a Username and/or Password. In case of doubt concerning the confidential character or the validity of these data (loss, interception by a third party, technical defects, etc.), the User shall immediately take all necessary measures in application of the principle of precaution. The Supplier is only liable for his personal fraud and wilful misconduct, excluding among others fraud of his employees and agents. However, in derogation to the provisions above, the Supplier is liable for the consequences resulting from an unauthorised access to the system or a defect of its security if (i) such access or defect occurs on a system that the Supplier has under its control, and (ii) such access or defect results from a gross negligence of the Supplier. In any case, the aggregate liability of the Supplier towards the User for claims relating to twDoc, based on a breach of these Terms and Conditions, including without limitation breach of warranty, negligence, in torts or otherwise, shall be limited to the amount paid by the User for the products and services, which are the subject of the claim, during the previous 12 months period. 5. Confidentiality The User is aware that all composing elements of twDoc are protected by intellectual property rights. He shall not copy in any way whatsoever, a whole or part of a protected element. He shall not communicate to any third party any information whatsoever relating to the concept based upon which twDoc was developed. During the term of this Agreement and for three years following its termination, regardless of the cause, the User shall not participate in the formation of a company whose purposes of its objects include the development of a system that has similar purposes as twDoc. Upon the termination of this agreement for any reason, the User shall return to the Supplier all documents and information whatsoever related to twDoc, including any technical manual. The User shall not keep any copy of such manual. 6. Warranty The User warrants the compliance of the persons that he has acknowledged for the use of twDoc and the compliance of all his agents, employees and more generally of any physical or legal person, including any mother company or subsidiary, which is linked to the User in any way whatsoever, with these Terms and Conditions. Where necessary, the User shall be liable in his capacity of signatory of these Terms and Conditions and/or in his capacity of principal. 7. Term These Terms and Conditions are concluded for a term that shall not be longer than the term of a contract for the provisions of products and services that validly binds the Supplier and the User. Should such contract not provide any specific term, these Terms and Conditions shall continue for an indefinite term. Either party may then terminate this agreement by giving a one (1) month prior written notice by registered post. The User is aware that these Terms and Conditions describe a beta system that will evolve into a more developed system in which the CMR shall be electronically signed using an assimilated signature in the meaning of article 4§4 of the Belgian law of July 9th 2001. 8. Contradiction The use of twDoc requires the approval on these Terms and Conditions and a contract concluded with the Supplier, which may also regulate the use of other services and/or products as provided by him. This contract may, among others, define additional terms applying to the use of twDoc (including the duration and price). In case of contradiction or inconsistence between these Terms and Conditions and the terms of such contract, these Terms and Conditions shall always prevail to the extent that the use of twDoc is concerned. In case of contradiction between the terms of the electronic CMR and those as appearing on the printed copies thereof, the terms of the electronic document shall prevail, except in the case of reserves or other mentions, as added by the User at the time of delivery of the goods. 9. Communications Every electronic communication addressed to the User shall be validly sent when sent to the address as indicated at the moment of approval of these Terms and Conditions or at any other address as later notified. Every electronic communication directed to the Supplier shall be validly sent when sent to the following address: support@transwide.com or any other address as later notified. 10. General The use of twDoc and its consequences are exclusively regulated by the Belgian Laws. Any dispute arising out of or in relation to this Agreement shall be submitted to the exclusive jurisdiction of the Courts of Brussels, Belgium. CMRs issued with the numbers of Febetra (a Belgian trucking association) will be subject to the Febetra terms and conditions of transport. These Terms and conditions may be translated into one or more other languages but the version, which shall control, shall be the French language version. APPENDIX A - Description of the procedures of signature and use of twDoc The terms as defined in the Transwide Particular Terms and Conditions for the use of twDoc but not defined in this Appendix A shall have herein the same meaning as when used in these Particular Terms and Conditions. 1 Acknowledgement Only the persons that are acknowledged by the User may use twDoc (hereafter the "Acknowledged Users"). The User is the sole responsible for the selection of the persons that he acknowledges. General procedure: The User communicates to the Supplier the names and e-mail addresses of its Acknowledged Users. The Supplier communicates thereafter to each of them, by electronic mail, a Username and a Password. Any account, which is related to a Username and Password, shall be activated only once the Supplier has received the confirmation of their receipt from the concerned Acknowledged User. Special procedures - Carriers: In addition to the general procedure as defined above, the following special procedures can also apply in the case of the Carriers: - upon the receipt of the names and e-mail addresses of the Acknowledged Users, the Supplier provides the User (Carrier) with a list of accounts (Usernames and corresponding Passwords) in a sufficient number; the User (Carrier) assigns them to its Acknowledged Users, at its discretion and under its sole responsibility; or - the Supplier communicates a Username and a Password to the User (Carrier) by electronic mail; within the limits as defined by the Supplier, the User (Carrier) may create new accounts (Usernames and Passwords) for its Acknowledged Users and communicates them to its Acknowledged Users under its sole responsibility; in the context of this procedure, the User (Carrier) shall communicate to the Supplier the name and surname of each Acknowledged User, prior to the signature. 2 Initialisation Initialisation procedure: Before the first use, the Acknowledged User may modify its Password corresponding to the Username that has been assigned to him. Generally, the Supplier recommends this procedure but its use depends on the sole decision and responsibility of the User. This procedure is however compulsory for the drivers (Acknowledged Users of the User-Carrier). The Username is unalterable, unless revocation by the Acknowledge User. The Password may be modified by the Acknowledged User, whenever he wishes so or when he has any doubt as regards its confidentiality. 3 Use Signature: The Acknowledge User accesses to the CMR, in order to complete or sign it electronically, by using its Username and Password. The Acknowledged User signs the CMR by confirming the electronic document and, where applicable, the modifications brought thereto, pursuant to the ad hoc action as provided by twDoc. Procedures of use and management of the CMR - main steps: - Creating - filling in. The CMRs are created manually or automatically on the basis of an electronic message sent by a User in relation to the transport. The compulsory fields of the CMR have been defined by the User and have been equipped by the Supplier with a blocking system if they are not filled in. The choice of the fields to fill in and the way they are, fall under the sole responsibility of the Users. - Consulting - modifying - signing. The Acknowledged User may, at any time, consult the CMRs as concluded by the User, which he depends of, thanks to his Username and Password. He may access to a CMR in order to electronically sign it or to modify its content only within the contractual or legal limits applicable and depending on the role of the User, which he depends of, in the context of the concerned CMR. - Identifying. Only the Users having approved the Transwide Particular Conditions for the use of twDoc may use twDoc. - Printing. In order to comply with the requirements of third parties (including for potential legal controls), the Users shall print the CMR at the moment of loading of the goods, and shall manually sign the copies. These documents shall physically accompany the goods during the transport. 4 ERP system In case of use of twDoc via a ERP system, the procedures of acknowledgement and initialisation as described above do not apply. The persons as acknowledged by the User access to twDoc and the CMR, in order to consult, fill in or sign the documents within the applicable limits, via his ERP system and during a ERP session. They sign the CMR by confirming the document and the potential modifications as brought thereto, pursuant to the ad hoc action as provided by the ERP system. In the context of such signature, the User shall communicate the name and surname of each acknowledged person signatory. Subject to these particularities, the procedures of use and management of the CMR as described above shall apply. 5 phoneAccess The phoneAccess system (" phoneAccess ") of the Supplier enables to complete and sign the CMR via a telephone at the moment of delivery of the goods. Acknowledgement: As part of the general procedure of acknowledgement as defined above, the User also communicates to the Supplier the telephone numbers of its Acknowledged Users. The Supplier communicates thereafter a particular Password for PhoneAccess (hereafter the " phoneAccess Password ") to each of them by electronic mail. The Acknowledged User may modify his phoneAccess Password at any time. Use - Signature: at the moment of the delivery of the goods, the Acknowledged User phoneAccess may sign and complete the CMR, within the contractual and legal limits applicable or those as defined by the Supplier, via a telephone and by using his phoneAccess Password together with a code specific to the CMR concerned. 6 Archiving After the transport operation, the CMR is locked by the Supplier pursuant to a locking system based on processes of hashing and asymmetric encryption. The archived CMR is kept for a time period that varies pursuant to the legal requirements in force. During the period of its archiving, the content of the CMR can not be modified but the document can be consulted by or communicated to the Users. TW-T&C/online-free serv.-EN-v2-050101