Terms of Use

1. Agreement to Terms

These Terms of Use ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and United Transport Agency ("UTA," "we," "us," or "our") regarding your access to and use of the platform available at uta.network (the "Platform").

By registering, accessing, or using the Platform, you agree to be bound by these Terms. If you do not agree, you must not use the Platform.

2. About UTA

UTA is a B2B freight broker platform that operates exclusively to serve professional freight forwarders. Our core function is to:

• Connect freight forwarders ("Buyers") who need freight services with qualified freight forwarders ("Agents" or "Sellers") who provide such services
• Facilitate the exchange of Request for Quotes ("RFQs") and quote responses
• Provide a structured environment for comparing offers
• Connect Buyers directly with their selected Agent

Important Clarification of UTA's Role:

• UTA is a freight broker facilitating connections between professional forwarders
• UTA is not a freight forwarder, carrier, or operator of cargo transport
• UTA does not execute, manage, or supervise actual freight movements
• UTA does not issue bills of lading, take possession of cargo, or assume operational responsibility for shipments
• UTA does not work with end shippers, cargo owners, or consignees

UTA is incorporated in Hong Kong Special Administrative Region:

United Transport Agency
Unit 2403, Tung Wai Commercial Building
109-111 Gloucester Road, Wan Chai
Hong Kong

3. Eligibility

To use UTA, you must:

3.1 Professional Requirements

• Be a legally established freight forwarding company or freight services provider
• Operate as a B2B entity within the freight forwarding industry
• Hold required licenses and registrations in your jurisdiction
• Be authorized to bind your company to contractual obligations

3.2 Personal Requirements

• Be at least 18 years old
• Have authority to act on behalf of the company you represent
• Provide accurate and complete information during registration

3.3 Excluded Users

UTA does not accept registrations from:

• End shippers or cargo owners
• Consignees
• Individuals not representing a registered freight forwarding business
• Companies on international sanctions lists
• Entities engaged in illegal activities

We reserve the right to verify eligibility and reject or terminate accounts that do not meet these criteria.

4. Account Registration

4.1 Registration Process

To use UTA's services, you must:

1. Create an account by providing accurate company and personal information
2. Verify your business email address
3. Agree to these Terms and our Privacy Policy
4. Complete your business profile

4.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your login credentials
• All activities occurring under your account
• Notifying UTA immediately of any unauthorized access
• Using strong passwords and enabling available security features

4.3 Account Accuracy

You must:

• Provide truthful, accurate, and current information
• Update your profile when information changes
• Not impersonate any other person or entity
• Not create multiple accounts to evade restrictions

UTA reserves the right to suspend or terminate accounts with false or misleading information.

5. Service Description

5.1 For Buyers (Forwarders Requesting Freight)

UTA provides Buyers with:

• Free access to submit RFQs for freight services
• Free use of the quote comparison dashboard
• Free connection with qualified Agents on relevant corridors
• Free direct contact with the Agent of their choice once selected

There are no fees, subscriptions, or commitments for Buyers.

5.2 For Agents (Forwarders Offering Freight)

UTA provides Agents with:

• Free registration on the platform
• Free access to qualified RFQs on their corridors
• Free submission of quotes in response to RFQs
• Direct contact with Buyers when selected as the chosen partner

Agents pay a success fee only when selected by a Buyer as the chosen partner for a confirmed booking.

6. Success Fee Structure

6.1 Success Fee Definition

The "Success Fee" is the fee charged by UTA to an Agent who has been:

1. Selected by a Buyer as the preferred partner for a specific shipment
2. Confirmed as having received the booking from said Buyer
3. Acknowledged through the Platform as the winning Agent

6.2 When Success Fee Applies

A Success Fee is triggered when all of the following conditions are met:

• An RFQ has been submitted by a Buyer on the Platform
• One or more Agents have submitted quotes through the Platform
• The Buyer has selected one Agent through the Platform
• A booking is confirmed between the Buyer and the selected Agent

6.3 Success Fee Amount

The Success Fee is calculated as follows:

• [X]% of the confirmed booking value (specific percentage to be disclosed in Agent registration)
• The fee structure is communicated transparently to Agents upon registration
• Specific terms are detailed in the Agent Service Agreement

UTA reserves the right to update the Success Fee structure with prior written notice to Agents. Existing bookings remain subject to the fee structure in effect at the time of confirmation.

6.4 Payment Terms

Agents agree to pay the Success Fee under the following terms:

• Invoice issued within 15 days of booking confirmation
• Payment due within 30 days of invoice date
• Payment in USD unless otherwise agreed
• Late payments may incur interest charges and account restrictions

6.5 No Win, No Fee

Critical Principle:

• Agents are charged only when they win a booking
• No fees apply for unsuccessful quotes
• No fees apply for declined offers
• No fees apply for RFQs that don't convert to bookings

6.6 Buyer-Agent Direct Relationship

Once a Buyer selects an Agent:

• The booking, contracts, and payments for freight services are between the Buyer and Agent only
• UTA is not a party to the freight forwarding contract
• UTA does not collect or hold funds related to freight payments
• The Success Fee is a separate fee paid by the Agent to UTA, independent of the freight payment

7. User Conduct

7.1 Acceptable Use

You agree to use the Platform only for legitimate business purposes related to freight forwarding. You agree to:

• Provide accurate information in RFQs and quotes
• Honor commitments made through the Platform
• Respect other users' confidential information
• Comply with all applicable laws and regulations
• Maintain professional conduct in all communications

7.2 Prohibited Activities

You must not:

• Bypass UTA: Use the Platform to identify contacts and then conduct business outside the Platform to avoid Success Fees (for Agents) or to contact users for purposes outside UTA's scope
• Solicit end shippers: Attempt to directly contact or solicit business from any Buyer's end customers (cargo owners, shippers, consignees) identified through the Platform
• Misrepresent identity: Pretend to be another company, provide false credentials, or create fake accounts
• Manipulate the platform: Submit fraudulent RFQs or quotes, engage in price manipulation, or otherwise distort the marketplace
• Spam or harass: Send unsolicited communications, harass users, or engage in abusive behavior
• Violate intellectual property: Copy, reverse-engineer, or misuse UTA's content, designs, or technology
• Compromise security: Attempt to hack, breach, or gain unauthorized access to the Platform
• Use bots: Use automated systems, scrapers, or bots without express permission
• Distribute malware: Upload viruses, malicious code, or harmful content
• Conduct illegal activities: Use the Platform for money laundering, sanctions evasion, fraud, or any illegal purpose

7.3 The "No Customer Poaching" Rule

UTA is built on a foundation of trust between freight forwarders. As such:

• No User may attempt to contact, solicit, or do business with another User's end shippers, cargo owners, or consignees, whether such information is obtained through the Platform or as a result of using UTA's services
• This rule applies during your use of UTA and for a period of 24 months after termination of your account or completion of the relevant booking
• Violation of this rule may result in immediate account termination and legal action for damages

7.4 Consequences of Violations

UTA reserves the right to:

• Issue warnings
• Suspend account access temporarily
• Terminate accounts permanently
• Pursue legal remedies including damages
• Report violations to relevant authorities

8. Content and Communications

8.1 Your Content

When you submit content to the Platform (RFQs, quotes, messages, profile information), you:

• Retain ownership of your content
• Grant UTA a worldwide, royalty-free license to use, store, display, and transmit your content for the purpose of providing the Platform's services
• Represent that you have the right to share such content
• Are responsible for the accuracy and legality of your content

8.2 Communications Between Users

UTA may facilitate communication between Users but:

• Does not monitor all communications
• Is not responsible for the content or accuracy of User communications
• May retain logs of communications for compliance and dispute resolution
• May intervene in cases of reported abuse or policy violations

8.3 UTA's Content

All content provided by UTA (text, graphics, logos, software, design) is:

• Owned by UTA or licensed for our use
• Protected by intellectual property laws
• Available for your use only as necessary to use the Platform
• Not to be copied, modified, or redistributed without permission

9. Intellectual Property

9.1 UTA's Rights

UTA owns or licenses all rights, title, and interest in:

• The Platform's design, layout, and functionality
• UTA's name, logo, trademarks, and branding
• Proprietary software and algorithms
• Content created by UTA

9.2 License to Users

UTA grants you a limited, non-exclusive, non-transferable, revocable license to:

• Access and use the Platform for legitimate business purposes
• Use UTA's brand only as expressly permitted

9.3 Restrictions

You may not:

• Copy, modify, or create derivative works of UTA's content
• Reverse-engineer or attempt to extract source code
• Use UTA's trademarks without permission
• Remove copyright or other proprietary notices

10. Disclaimers

10.1 UTA's Role as Broker

UTA is a broker, not a freight forwarder. UTA:

• Facilitates introductions between freight forwarders
• Does not provide freight services
• Does not guarantee the quality, performance, or reliability of services provided by Agents
• Does not guarantee that bookings will be successful or shipments will be delivered without issues
• Is not liable for the acts or omissions of Users (Buyers or Agents)

10.2 No Warranty

The Platform is provided "AS IS" and "AS AVAILABLE" without warranties of any kind, express or implied, including but not limited to:

• Merchantability
• Fitness for a particular purpose
• Non-infringement
• Uninterrupted or error-free operation
• Accuracy or reliability of information

10.3 Third-Party Information

UTA does not verify all information provided by Users. Buyers and Agents are responsible for:

• Verifying the credentials of parties they engage with
• Conducting their own due diligence
• Evaluating offers based on their own criteria
• Negotiating and executing their own contracts

UTA's mention of FIATA, IATA, WCA, JCtrans, or other industry networks reflects the credentials of Agents on the Platform, but UTA does not independently verify each membership at every interaction.

11. Limitation of Liability

11.1 No Liability for User Transactions

UTA is not a party to any contract between Buyers and Agents. Accordingly:

• UTA has no liability for the performance, non-performance, or breach of contracts between Buyers and Agents
• UTA has no liability for losses, damages, or claims arising from freight services, cargo damage, delays, or related issues
• UTA does not mediate disputes between Users (though we may facilitate communication)

11.2 Cap on Liability

To the maximum extent permitted by law, UTA's total cumulative liability to any User for any and all claims related to the Platform shall not exceed:

• The greater of (a) USD $500 or (b) the Success Fees paid by you to UTA in the 12 months preceding the claim

11.3 Excluded Damages

UTA shall not be liable for:

• Indirect, incidental, consequential, or special damages
• Lost profits, lost business, or lost data
• Cost of substitute services
• Damages from acts beyond our reasonable control (force majeure)

These limitations apply even if UTA has been advised of the possibility of such damages.

11.4 Exceptions

Some jurisdictions do not allow exclusion of certain warranties or limitation of liability. In such jurisdictions, our liability shall be limited to the maximum extent permitted by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless UTA, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• Your use of the Platform
• Your violation of these Terms
• Your violation of any law or third-party rights
• Your content or communications on the Platform
• Disputes between you and other Users

13. Suspension and Termination

13.1 Termination by You

You may terminate your account at any time by:

• Using the account closure feature in your settings
• Contacting support@uta.network

Account termination does not relieve you of:

• Outstanding Success Fees owed to UTA
• Obligations under bookings already confirmed
• Continuing obligations such as confidentiality and "no customer poaching"

13.2 Termination by UTA

UTA may suspend or terminate your account, with or without notice, for:

• Violation of these Terms
• Suspected fraudulent or illegal activity
• Extended inactivity
• Non-payment of Success Fees
• Conduct harmful to other Users or UTA

13.3 Effect of Termination

Upon termination:

• Your access to the Platform ceases
• Your profile becomes inactive
• We may retain certain data for legal and operational purposes (see Privacy Policy)
• Provisions intended to survive termination remain in effect

14. Dispute Resolution

14.1 Informal Resolution

Before pursuing formal action, you agree to first contact UTA at:

Email: legal@uta.network

We will attempt to resolve disputes informally within 30 days.

14.2 Governing Law

These Terms are governed by the laws of Hong Kong Special Administrative Region of the People's Republic of China, without regard to conflict of law principles.

14.3 Jurisdiction

Any disputes arising from these Terms or your use of the Platform shall be resolved exclusively in the courts of Hong Kong SAR.

14.4 Arbitration (Optional)

For commercial disputes, parties may agree to arbitration under the rules of the Hong Kong International Arbitration Centre (HKIAC):

• Seat of arbitration: Hong Kong
• Language: English
• Number of arbitrators: One, unless otherwise agreed

14.5 Disputes Between Users

UTA is not responsible for resolving disputes between Buyers and Agents. Such disputes should be resolved directly between the parties, in accordance with the agreement between them.

15. Changes to Terms

UTA may modify these Terms from time to time to reflect:

• Changes in services
• Legal or regulatory requirements
• Business model evolution
• User feedback

When we make material changes:

• We will update the "Last Updated" date
• We will notify registered users by email
• We will post a notice on the Platform
• For significant changes, we may require renewed acceptance

Continued use of the Platform after changes constitutes acceptance of the modified Terms.

If you do not agree to the modified Terms, you must stop using the Platform.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy and Cookie Policy, constitute the entire agreement between you and UTA regarding the Platform. They supersede any prior agreements or understandings.

16.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.

16.3 No Waiver

UTA's failure to enforce any right or provision shall not be considered a waiver of such right or provision.

16.4 Assignment

You may not assign or transfer these Terms or your account without UTA's prior written consent. UTA may assign these Terms in connection with mergers, acquisitions, or sale of business.

16.5 No Agency

Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship between UTA and any User.

16.6 Force Majeure

UTA shall not be liable for any failure or delay in performance due to events beyond our reasonable control, including natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network failures, or strikes.

16.7 Notices

Notices to UTA should be sent to:

Email: legal@uta.network

Postal:
United Transport Agency
Legal Department
Unit 2403, Tung Wai Commercial Building
109-111 Gloucester Road, Wan Chai
Hong Kong

Notices to you will be sent to the email address registered with your account.

16.8 Language

These Terms are provided in English. Translated versions are for convenience only. In case of discrepancy, the English version prevails.

17. Contact Information

For questions about these Terms:

Legal: legal@uta.network
General Support: support@uta.network
Sales: sales@uta.network

Postal Address:
United Transport Agency
Unit 2403, Tung Wai Commercial Building
109-111 Gloucester Road, Wan Chai
Hong Kong

18. Acknowledgment

By using the UTA Platform, you acknowledge that:

1. You have read and understood these Terms
2. You agree to be bound by these Terms
3. You meet the eligibility requirements
4. You have the authority to bind the company you represent
5. You will comply with all applicable laws and regulations
6. You understand UTA's role as a broker, not a freight forwarder
7. You understand the Success Fee structure and your obligations as an Agent (if applicable)
8. You understand the "no customer poaching" rule

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B2B Freight Broker · Exclusive to Freight Forwarders · Hong Kong