Terms of Use

1. About these terms

These Terms of Use ("Terms") form a binding agreement between Load Factor Group (Pty) Ltd, registration number 2021/429913/07 ("LFG", "we", "us"), and you or the company you act for ("you", "Customer").

They govern your use of Lode, the logistics management platform LFG builds and operates, including the website and app at lode.mobi, shipment tracking, billing and related services (together, the "Service").

The Terms also cover our Privacy Policy and PAIA Manual, which are part of this agreement. If these Terms conflict with a signed written contract between you and LFG, the signed contract wins.

In these Terms, "Shipment" means freight LFG accepts for consolidation and carriage by air or road, and "Data" means information you or your users enter into the Service.

2. Eligibility and accepting these Terms

The Service is for businesses. By creating an account, logging in or using Lode, you confirm that:

• you're at least 18 years old and have legal capacity to contract
• if you act for a company, close corporation, trust or other organisation, you're authorised to bind it to these Terms
• the information you give us when you register is accurate and kept up to date

You accept these Terms by ticking the acceptance box at sign-up, or by using the Service. If you don't agree, don't use Lode.

We may restrict access to the Service in any region or for any customer, and we may require a signed written agreement before providing some services.

3. Accounts, logins and security

Each user needs their own Lode account. Logins are handled by Firebase Authentication. You're responsible for:

• keeping your login details confidential and not sharing them
• all activity that happens under your account, until you tell us about unauthorised access
• ensuring that users you add are authorised by your company to use the Service

Tell us straight away at privacy@loadfactor.co.za if you suspect your account has been compromised. We may suspend an account where we reasonably believe it's at risk.

4. Acceptable use

You agree not to use the Service to:

• break any law, including customs, aviation security, export control and sanctions rules
• book or send dangerous goods, contraband, or cargo prohibited by an airline, customs authority or carrier, unless it's properly declared and accepted under the applicable regulations
• send false, misleading or incomplete shipment or customs information
• send unsolicited marketing messages through Lode
• send messages in WhatsApp groups that LFG doesn't operate or isn't authorised to use
• access another user's account or data without authority
• interfere with, reverse engineer, scrape or overload the Service, or bypass its security
• introduce malware or other harmful code
• use the Service in a way that infringes anyone's rights, including their privacy

We may remove content, restrict access or suspend accounts that breach this section, and we may report unlawful activity to the authorities.

5. The Service, beta status and changes

Lode is currently in beta. During beta, features may be incomplete, change without notice, or be interrupted, and we may limit access to selected customers. We'll give reasonable notice before we end a feature we've promised to a customer in writing.

We aim to keep the Service available, but we don't promise uninterrupted or error-free operation. We may perform maintenance, and we'll try to schedule it outside peak hours.

We may improve, change or add features at any time. Material changes that reduce the Service you pay for will be notified in advance, by email or in Lode.

6. WhatsApp messaging and third-party services

Lode uses third-party services to work, including Google Cloud, Firebase, airlines and transport partners, and WhatsApp (operated by Meta). We're not responsible for the performance, availability or conduct of third-party services, and their own terms apply to your use of them.

WhatsApp features. Lode may read messages in shipment groups LFG belongs to, to pick up uplift confirmations and delays, and may send shipment tracking updates to customer groups. You agree that:

• you've authorised these uses for your shipments
• you'll tell us if a group member objects to being included
• WhatsApp features depend on WhatsApp's own availability and terms, which may change, and we may pause or stop them at any time

WhatsApp messages sent by Lode are subject to WhatsApp's terms and rate limits.

7. Your responsibilities for shipment information

You're responsible for the accuracy and completeness of everything you give us about a Shipment, including:

• weights, dimensions, piece counts and descriptions of goods
• consignor and consignee details and delivery instructions
• commercial invoices, customs documents, permits and certificates
• declarations of dangerous goods, temperature requirements or other special handling

We rely on this information to book space, clear customs and deliver cargo. If it's wrong, we may not be able to carry the Shipment, and extra charges, delays, penalties or seizures may follow. You'll pay those costs where they arise from inaccurate information you gave us.

LFG acts as consolidator and forwarder. Carriage is subject to our standard conditions of carriage and the conditions of the airline or transport partner, which we'll share on request.

8. Fees, invoicing and payment

Fees. You pay the fees in your signed agreement, our published rates or a written quote. Quotes are valid for 14 days unless stated otherwise, and airline rates can change before a booking is confirmed.

Invoicing. We invoice in South African rand (ZAR) unless agreed otherwise. Invoices are payable within 30 days of the invoice date unless otherwise stated, to the bank account on the invoice.

Late payment. Overdue amounts bear interest at the prescribed rate from the due date until payment. We may suspend services, hold cargo or require payment in advance until overdue amounts are paid, to the extent the law allows. We may also charge reasonable costs of recovery.

Disputes. Tell us about any invoice dispute in writing within 14 days of receiving it. Pay the undisputed part on time.

Tax. Fees exclude VAT, which is added where applicable.

9. Limitation of liability

The Service and any information in it are provided "as is" and "as available", to the extent the law allows.

To the extent permitted by law, LFG is not liable for indirect, special or consequential loss, including loss of profit, revenue, business, goodwill or data, even if we were told it was possible.

LFG's total liability to you under or in connection with these Terms, for any one Shipment or claim, is limited to:

• Domestic carriage: R41.00 per kilogram of Cargo destroyed, lost, damaged or delayed.
• International carriage: 22 SDR (Special Drawing Rights) per kilogram of Cargo destroyed, lost, damaged or delayed.

If you have made a special declaration of value for carriage and paid the supplementary sum applicable, liability will not exceed the declared value stated on the air waybill or shipment record. All claims are subject to proof of value.

Nothing in these Terms limits liability that can't be limited by law, including liability for fraud, intentional wrongdoing, or death or personal injury caused by negligence. Nothing in these Terms waives any right you have under the Consumer Protection Act 68 of 2008, where it applies to you.

Cargo claims are subject to the applicable carrier's conditions and to the Montreal Convention or domestic air carriage rules, where they apply.

10. Indemnity

You'll indemnify LFG against losses, claims, fines and costs (including reasonable legal costs) arising from:

• your breach of these Terms or the law
• inaccurate shipment, customs or commercial information you provide
• goods you send that are prohibited, dangerous or misdeclared
• claims by third parties, including consignees and group members, arising from your use of the Service

We'll tell you promptly about any claim we're notified of, and let you control its defence where that's reasonable, subject to our rights to protect our own interests.

11. Intellectual property and feedback

Lode, including its software, design, logo and documentation, belongs to LFG or its licensors. These Terms don't transfer any intellectual property to you. We grant you a limited, non-exclusive, non-transferable right to use the Service for your internal business purposes while you comply with these Terms.

You keep ownership of the Data you put into Lode. You give us a licence to host, process and display it to provide the Service, as described in our Privacy Policy.

If you send us suggestions or feedback, we may use them without payment or obligation to you.

12. Personal information and confidentiality

We process personal information in line with the Protection of Personal Information Act 4 of 2013 (POPIA) and our Privacy Policy, which explains what we collect, why, who we share it with, where it's stored and your rights. Where we process personal information for you as your operator, we'll do so under a written agreement that meets POPIA section 21.

Your access to information is governed by our PAIA Manual.

Each party will keep the other's confidential information private and use it only for the purposes of these Terms, except where disclosure is required by law, a regulator or a court. Confidential information doesn't include information that's public, already known to the receiving party without obligation, or independently developed.

13. Suspension and termination

You can stop using the Service at any time by closing your account and paying any amounts due.

We may suspend or terminate your access immediately if you materially breach these Terms, don't pay undisputed amounts within 14 days of a reminder, or if we reasonably believe there's a security risk or legal requirement to do so. Where practical, we'll give notice and the reason.

On termination, we'll make your Data available for export for 30 days, then delete or de-identify it in line with our Privacy Policy, except where we must keep it by law. Clauses that by their nature should survive termination (including on fees, liability, indemnity, confidentiality and disputes) will survive.

14. Governing law and disputes

These Terms are governed by the laws of the Republic of South Africa.

Resolving disputes. If a dispute arises, either party may give written notice. The parties will try in good faith to resolve it within 15 days, starting with the relevant managers and then the heads of each business.

Courts. If the dispute isn't resolved, it goes to the High Court of South Africa, Gauteng Local Division, Johannesburg, which both parties choose as their domicilium citandi et executandi. Nothing stops either party from seeking urgent interim relief from a court.

Regulators. Personal information complaints may be raised with the Information Regulator, and access to information matters under PAIA as set out in our PAIA Manual.

15. General terms

Entire agreement. These Terms, our Privacy Policy, our PAIA Manual and any signed agreement between you and LFG are the whole agreement about the Service.

Changes. We may update these Terms. We'll notify you at least 14 days before material changes take effect, by email or in Lode. If you keep using the Service after that, you accept the changes. If you don't accept them, you may close your account.

Notices. Notices must be in writing and sent to the email address on your account, or to our Information Officer's address in section 16.

Severability. If a provision is unenforceable, the rest of these Terms remain in effect.

No waiver. A delay in enforcing a right isn't a waiver of it.

Assignment. You may not assign these Terms without our written consent. We may assign them to a successor to our business.

Force majeure. Neither party is liable for delay caused by events beyond its reasonable control, including airline cancellations, airport closures, strikes, power outages and government action.

16. Contact us

These Terms were last updated on the date shown at the top of this page.