I. General provisions
1. These Regulations (hereinafter: the “Regulations”) specify the terms and conditions of use of the API services of the Goodloading.com Online Application (hereinafter: the “API”) provided by Goodloading Sp. z o. o. with its registered office in Wrocław (hereinafter: the “Service Provider”) to the Partners.
2. The goal of the API is to provide access to the Goodloading.com online application (hereinafter: the Application), intended particularly for cargo and transport management through matching the right vehicle with the size, weight, volume, and other parameters of the load.
3. In matters not regulated by these Regulations, the Regulations of use of the Goodloading.com online application (hereinafter: the “Goodloading Regulations”) shall apply.
4. If there is any interpretative doubt regarding the use of these Regulations, the definitions and provisions thereof should be used first, and then the definitions and provisions of the Goodloading Regulations should apply.
II. Definitions
The terms used in the regulations have the following meanings:
1. API: a service provided by the Service Provider to the Partners, allowing for the use of the Application resources.
2. Application: the Goodloading.com online application available at: www.goodloading.com, intended for cargo management by entrepreneurs from the transport and logistics industry.
3. API Documentation: a description of all the available API resources, methods, and functions, that is provided to the Partner.
4. Test Key: a free form of access to the API provided to the Partner after a successful completion of the verification process, under the terms and conditions specified by these Regulations. It allows for making 100 queries per day and 300 queries per month. It does not allow for adding PRO Users by the Partner. The test key is active for 30 days from the day of the provision thereof.
5. Product Key: a full form of access to the API, available for a fee, with the function of adding PRO Users by the Partner. The number of requests and accesses for PRO Users depends on the Subscription chosen by the Partner and agreed with the Service Provider
6. Software: software using the API that is owned or managed by the Partner.
7. Partner: a legal person, organisational unit that does not have a legal personality, that is granted a legal capacity by an act, or a natural person that conducts business or professional activity on their own behalf and is the owner or the administrator of the Software or the Website, the users of which are primarily representatives of the transport and logistics industry, which has obtained access to the API.
8. Goodloading Regulations: the regulations of use of the Goodloading.com online application, available at https://www.goodloading.com/en/terms-of-service/.
9. Website: a website owned or managed by the Partner that connects to the API.
10. Service Provider: Goodloading Sp. z o. o. with its registered office in Wrocław at ul. Raclawicka 2-4, entered in the register of entrepreneurs maintained by the District Court for Wrocław-Fabryczna in Wrocław, 6th Commercial Division of the National Court Register under the number 0000816430, NIP [Tax ID No.]: 8961591325, REGON [Business ID No.]: 384972056; contact details: info@goodloading.com
11. User: a User within the meaning of the Goodloading Regulations.
12. PRO User: a Service Recipient within the meaning of the Goodloading Regulations.
13. Requester: a legal person, organisational unit that does not have a legal personality, that is granted a legal capacity by an act, or a natural person that conducts business or professional activity on their own behalf, which submitted a request to the Service Provider – through the electronic form available at https://www.goodloading.com/en/api/contact-us/ or otherwise – for the provision of the API.
14. Query: any request of the Partner for conducting the calculations available via the functions of the Applications submitted via the API. The response for a correctly submitted query is the result of the calculations with a link to the load visualisation.
III. Terms and conditions of the API provision
1. The Requester may submit a request for the API provision by completing the relevant electronic form available at: https://www.goodloading.com/en/api/contact-us/ or in any other way, thus expressing their desire to use the API. If the form is completed correctly or the Service Provider is informed about the desire to use the API in another way, the Service Provider shall conduct the process of the Requester verification, i.e. the assessment whether it provides a satisfactory assurance of due and reliable conduct, in line with the provisions hereof, also including the assessment of the Website or the Software that will be using the API, also in terms of meeting the technical requirements necessary for the proper use of the API. The Service Provider reserves the right to refuse the access to the API without stating the reason and shall bear no liability for that.
2. Before sending the proper form referred to in the preceding clause, the Requester shall accept the current version hereof. If the request is submitted in another way, the Requester shall be obliged to confirm that it has read and accepted the Regulations.
3. After the successful completion of the Requester verification process referred to in Article 1, second sentence, the Service Provider shall provide access to the Test Key within 72 hours from the day of the correctly completed request for providing the API. From now on, the Requester shall become a Partner.
4. If the Partner did not have an Account within the meaning of the Goodloading Regulations before receiving the Test Key, it shall be obliged to register at www.goodloading.com in order to use the API. The Partner must have the Account referred to in the first sentence throughout the entire period of using the API.
5. Access to the Product Key shall be granted at the moment of the conclusion of the agreement under the terms and conditions set out in Article IV of these Regulations.
6. The Partner holding the Product Key shall be entitled to add PRO Users at a number consistent with the paid Subscription.
7. The Service Provider shall provide the API under a non-exclusive free licence, the terms and conditions of which are set out in Article 6 hereof.
8. In collaboration with the person indicated by the Partner, the Service Provider shall allow for integration of the Website/Software with the Application through the provided API.
9. The Service Provider shall be responsible for the operation of the Application and providing the Partner with the proper permissions. The Partner shall be responsible for preparing (adjusting) the Website/Software.
10. Any type of incidents or problems with the operation of the API should be reported by the Partner to the Service Provider via email sent to: info@goodloading.com.
IV. Conclusion of the agreement regarding the API Product Key
1. Once the Test Key is provided to the Partner, it may conclude the agreement for access to the Product Key via the Application, in line with the instructions visible in the Application.
2. Access to the Product Key shall include the period of the version of the Subscription that the Partner has selected.
3. If the agreement referred to in Article 1 above is concluded, and the Subscription is paid for by card, the access to the Product Key shall automatically renew after the period of the Subscription selected by the Partner for another period equivalent to the period originally selected by the Partner. The fee for the subscription renewal shall be charged within 7 days before the end of the Subscription currently in place. If the Partner does not want the Service to renew for further periods, it should confirm the lack of payment renewal by clicking the “Cancel subscription” link in the “My Subscription” tab in the Application. The information on the lack of renewal should be submitted within 8 days before the end of the current settlement period.
4. In case of the automatic renewal, the Subscription shall renew for the last number of the card from which the payment for the Subscription was made.
5. Subscription renewal is subject to the terms and conditions valid at the time of the renewal, as set out in a separate agreement with the Service Provider.
6. Upon the selection of the payment for the Subscription (i.e. clicking the “Order” button) or on the first day of the automatically renewed period referred to in Paragraph 3 above, the agreement for access to the API Product Key shall be concluded between the Partner and the Service Provider.
7. Once the payment is made, the Service Provider shall send a confirmation of concluding the agreement for access to the Product Key to the email address of the Partner.
8. The Partner shall obtain access to the content referred to in Article IV.1 not earlier than the Service Provider receives the payment for the Subscription. If the payment is made via the Application, it shall be deemed that the Service Provider received the payment for the Subscription at the moment of crediting the bank account of the operator to which the Application is related.
9. The Price Lists and payments for access to the Production Key are subject to §7 of the Goodloading Terms of Service, whereby the fees depend on the settlement period (Subscription: annual, semi-annual and quarterly) and the number of requests per month. The selected number of queries shall have an impact on the maximum number of PRO Users. The Service Recipient in the Goodloading Regulations should be understood as the Partner defined by these Regulations.
V. Terms and conditions of the API use
1. Neither the Partner nor the Users / PRO Users may hinder the operation of the API or attempt to access it in a manner inconsistent with the provisions hereof.
2. Through the Website/Software, the API enables the Users / PRO Users to, among others, obtain calculations of free/occupied LDM and to position the cargo in the selected load space (car/container/pallet or other).
3. The Partner may use the API only in a manner allowed by the generally applicable provisions of law, these Regulations, and the Goodloading Regulations.
4. Access to the API and the use of the Service Provider’s services via the API shall not give either the Partner or the User / PRO User any intellectual ownership rights to the Application, in particular to its services and name.
5. The API enables the User to upload, transfer, deliver, save, store, send, and receive content in communication with the Website/Software of the Partner.
6. The Partner shall be obliged to update the API immediately when a new version or feature is made available by the Service Provider.
7. The Partner shall be obliged to use the resources of the Users / PRO Users in line with their intended use.
8. The Service Provider reserves the right to temporarily shut down the API in whole or in part or to restrict the access thereto, in order to improve it, add functionalities, perform maintenance or repairs, without notifying the Partner of that in advance.
VI. Licence
1. The Service Provider declares that it is entitled to the exclusive copyrights to the Goodloading online application and to the API.
2. The Partner declares that it is entitled to the exclusive licence in all fields of exploitation necessary to use, develop, and distribute the Website/Software.
3. The Service Provider shall provide the Partner with a free, non-exclusive, and non-assignable licence – unlimited in territory but limited in time – for the API in the following fields of exploitation:
a. use of the API in the process of integration with the Application, in particular the adjustment of the API,
b. use of the API to enable the Users and the PRO Users to use the Application.
4. The licence referred to in Article VI.3. above shall be provided for the period of use of the API by the Partner.
5. The licence shall expire as of the day of the Partner losing access to the API.
6. The Service Provider shall consent to the use of the logo and image thereof in promotional and advertising materials of the Partner and provide the Partner with a licence for the use of the “Goodloading” trademark. The terms and conditions of the use of the logo and image and the terms and conditions of the provision of the licence for the use of the trademark shall be subject to separate arrangements.
VII. Obligations of the Partner
1. The Partner undertakes to provide all information and to deliver the data and documents necessary for correct integration of the API with the Website/Software.
2. The Partner undertakes to provide the User / PRO User with any information related to allowing the API for accessing the information.
3. The Partner undertakes to ensure the compatibility of the Website/Software with the API.
4. The Partner shall be obliged to adjust the Website/Software if the API is updated.
VIII. Liability of the Service Provider
1. Each of the Parties shall be liable for any damage resulting from a failure to comply or improper compliance with the provisions arising out of these Regulations under the general terms excluding the lost benefits, subject to Article IX.2 and X.2 hereof.
2. The Service Provider shall not be liable for activities related to review of the correctness of entries in the databases supported by the API or to the correction or maintenance thereof.
3. The Service Provider shall bear no strict liability or liability for damages for the results of the use of the API under the conditions of malfunction of the computer system caused by faults of the hardware or incorrect system installation or computer viruses and, in cases of improper operation of the API, for incorrect interpretation of the results, ignorance of the provisions of law or interference with the API or database by unauthorised persons.
IX. Liability of the Partner
1. The Partner undertakes to use the API provided in line with the intended use thereof and to use the Application in line with the Goodloading Regulations. In particular, the Partner may not:
a. use the access to the Application in order to download the content of part or the entirety of the software defined in the Goodloading Regulations,
b. share the Application database in whole or in part with third parties or enable third parties to access the Application in any way; this provisions shall not apply to sharing the database and access to the Application with the Users and PRO Users via the Website/Software in line with the API specification.
2. In case of violating any of the obligations set out in Points a.-b. hereinabove, the Partner shall pay liquidated damages of PLN 100,000.00 (in words: one hundred thousand Polish zloty) to the Service Provider. The obligation to pay the liquidated damages shall not exclude the Service Provider from the possibility of exercising any other rights to which it is entitled under the provisions arising out of these Regulations or the generally applicable provisions of law. The Service Provider shall be particularly entitled to claim damages from the Partner under the general principles in an amount exceeding the amount of the stipulated liquidated damages.
X. Confidentiality
1. Both the Service Provider and the Partner undertake to maintain the confidentiality – both during the provision of the API to the Partner and thereafter – of any information, including, in particular, technical, technological, commercial, organisational, financial or legal information, regarding the other party.
2. If the Service Provider or the Partner or a third party through which a party performs its obligations resulting from the provisions hereof breaches the obligation of confidentiality, the breaching party shall be obliged to pay liquidated damages of PLN 100,000.00 (in words: one hundred thousand Polish zloty) to the other party. The obligation to pay the liquidated damages shall not exclude the party injured by the breach from the possibility of exercising any other rights to which it is entitled under the provisions hereof or the generally applicable provisions of law. The party injured by the breach shall be particularly entitled to claim damages from the other party under the general principles in an amount exceeding the amount of the stipulated liquidated damages.
XI. Duration of the API provision
1. The Service Provider provides the Partner with access to the API for an indefinite period, whereas the Service Provider may revoke the Partner’s access to the API in cases where the Partner violates the provisions of these Regulations and of the Goodloading Regulations. The Partner shall lose the access to the API also when the period of the Subscription selected by the Partner expires if it has not been renewed.
2. If the Partner breaches the provisions hereof, the Service Provider shall request the Partner to immediately cease the breaches. If the Partner does not comply with the request referred to in the preceding sentence, the Service Provider may revoke the Partner’s access to the API without additional requests.
3. If the Partner wants to withdraw from the use of the API, it shall notify the Service Provider of that via a message sent to: info@goodloading.com.
XII. Final provisions
1. In matters not covered by these Regulations and the Goodloading Regulations, the generally applicable provisions of the Polish law shall apply.
2. Any dispute occurring between the Partner and the Service Provider in relation to the performance of the provisions hereof shall be settled by the common court having jurisdiction over the Partner’s registered office.