Monterovo Terms and Conditions
This page forth the terms and conditions under which Monterovo, a freight forwarding and logistics provider, located at 677, 1st Floor, Desk no. 155B, 27th Main, 13th Cross, HSR Layout, Sector 1, Bangalore, Karnataka – 560102, India, including the contact number +91 9611504999 (hereinafter referred to as “Monterovo,” “we,” “us,” or “our”), provides services to international and domestic clients (hereinafter referred to as “Client” or “you”). By engaging Monterovo’s services, you agree to be bound by these Terms and Conditions (these “Terms”). If you do not agree with these Terms, you should not use our services or access our website.
- Scope of Services
Monterovo offers a comprehensive range of logistics and freight forwarding services, including but not limited to contract logistics, domestic logistics, customs brokerage, warehousing, and international freight forwarding by air, ocean, road, and multimodal means. The specific services to be provided to a Client are set out in a written service agreement, work order, or proposal (each, a “Statement of Work” or “SOW”). Each SOW shall describe the services to be performed, the applicable rates, service levels, responsibilities of the parties, and any performance milestones. In case of inconsistency between these Terms and an SOW, the terms of the SOW shall prevail to the extent of such inconsistency. - Acceptance and Modifications
2.1. Acceptance. By signing an SOW or otherwise using Monterovo’s services, the Client acknowledges acceptance of these Terms and any enclosed attachments or exhibits.
2.2. Modifications. Monterovo reserves the right to modify these Terms from time to time. Any material changes will be communicated to the Client in writing and shall become effective upon the date specified in the notice or, if no date is specified, immediately upon notice. Continued use of our services after such modification constitutes acceptance of the revised Terms. - Fees, Payment, and Taxes
3.1. Fees. The Client shall pay Monterovo all fees set forth in the applicable SOW or quotation. Fees may include, as applicable, service charges, handling fees, storage charges, handling of hazardous materials, customs duties, taxes, duties, and any ancillary charges.
3.2. Invoicing and Payment. Monterovo will issue invoices in the currency specified in the SOW. Invoices are payable within the terms stated in the invoice, unless otherwise agreed in the SOW. Late payments may incur interest at the rate specified by applicable law or as described in the SOW.
3.3. Disputes. If the Client disputes any portion of an invoice, the Client shall notify Monterovo in writing within fifteen (15) days of receipt, describing the basis of the dispute. The undisputed portion of the invoice shall remain due notwithstanding the dispute.
3.4. Taxes. The Client shall be responsible for paying or reimbursing any applicable taxes, duties, levies, or charges arising from the provision of services, excluding taxes based on Monterovo’s net income. - Client Responsibilities
4.1. Information and Compliance. The Client shall provide accurate, complete, and timely information as required for the performance of services and shall comply with all applicable laws, regulations, and industry standards. The Client shall obtain all necessary permits, licenses, and approvals necessary for the transportation and handling of goods.
4.2. Documentation. The Client shall provide or ensure the provision of all necessary documentation, data, and information in the form and timeframe required by Monterovo or by regulatory authorities.
4.3. Access and Cooperation. The Client shall provide Monterovo with reasonable access to facilities, personnel, and information as needed to perform the Services, and shall cooperate with Monterovo’s personnel, agents, and subcontractors. - Intellectual Property
5.1. Ownership. All intellectual property rights in Monterovo’s systems, processes, methodologies, software, documentation, and branding remain the sole and exclusive property of Monterovo or its licensors.
5.2. License to Use. Monterovo grants the Client a non-exclusive, non-transferable, revocable license to use Monterovo’s platforms and tools for the duration of the engagement for the purpose of receiving the services, strictly in accordance with these Terms and any applicable SOW. Any other use is prohibited without Monterovo’s prior written consent.
5.3. Feedback. If the Client provides feedback or suggestions related to Monterovo’s services or products, Monterovo may use such feedback without any obligation to compensate the Client. - Data Protection and Confidentiality
6.1. Data Protection. Monterovo will process personal data in accordance with applicable data protection laws and regulations. Both parties shall implement appropriate technical and organizational measures to protect personal data from unauthorized access, disclosure, alteration, or destruction.
6.2. Confidential Information. Each party agrees to maintain the confidentiality of non-public information disclosed by the other party in connection with the Services. This includes, but is not limited to, pricing, operations, and customer data. The obligation of confidentiality shall survive the termination of the engagement for a period of five (5) years, or as required by law.
6.3. Data Security. Monterovo shall implement reasonable security measures and maintain safeguards to protect data held by or on behalf of the Client. The Client acknowledges that no method of transmission or storage is 100% secure, and Monterovo cannot guarantee absolute security. - Liability and Indemnification
7.1. Limitation of Liability. To the maximum extent permitted by law, Monterovo’s aggregate liability for any and all claims arising out of or related to these Terms or the Services shall not exceed the total fees paid or payable by the Client under the applicable SOW in the twelve (12) months preceding the event giving rise to the claim. In no event shall Monterovo be liable for any indirect, special, incidental, punitive, or consequential damages, including loss of profits, revenue, or business opportunities.
7.2. Exclusions. Monterovo shall not be liable for delays or losses caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, government actions, or supplier or carrier failures.
7.3. Indemnification. The Client shall indemnify, defend, and hold Monterovo harmless from and against any third-party claims, damages, liabilities, and costs arising from the Client’s breach of these Terms, violation of law, or gross negligence or willful misconduct.
7.4. Insurance. Monterovo maintains insurance coverage appropriate to its operations. The Client may request certificates of insurance or other evidence of insurance coverage as applicable under the SOW. - Term, Termination, and Suspension
8.1. Term. The term of these Terms shall commence on the date the Client first engages Monterovo’s services and shall continue until terminated as provided herein or in the applicable SOW.
8.2. Termination for Convenience. Either party may terminate the engagement for convenience upon written notice, subject to the terms of the SOW and any applicable wind-down or transition obligations.
8.3. Termination for Cause. Either party may terminate for cause if the other party breaches material terms of these Terms or the SOW and fails to cure such breach within the cure period specified in the SOW or, if not specified, a reasonable period.
8.4. Suspension. Monterovo may suspend or restrict access to its services if payment is overdue or if continued use would cause imminent harm or risk to Monterovo, its personnel, clients, or the integrity of the network. - Compliance and Sanctions
9.1. Anti-Corruption. Each party shall comply with all applicable anti-corruption laws and regulations, including but not limited to facilitating honest business practices and prohibiting improper payments.
9.2. Trade Compliance. The Client and Monterovo shall comply with all applicable trade laws and regulations, including import/export controls, sanctions, and embargo regimes. The Client acknowledges that certain destinations or activities may be restricted or prohibited and agrees to comply with any applicable restrictions.
9.3. Sanctions Screening. Monterovo reserves the right to screen transactions and counterparties for sanctions and to reject or suspend dealings that may present compliance risks, in accordance with applicable laws and internal policies. - Force Majeure
Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemics, government actions, natural disasters, or disruptions in supply chains. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected portion of the engagement without liability. - Governing Law and Dispute Resolution
11.1. Governing Law. These Terms and the SOW shall be governed by and construed in accordance with the laws of India, without regard to conflicts of law principles.
11.2. Dispute Resolution. Any disputes arising out of or related to these Terms or the Services shall be resolved through good-faith negotiations. If unresolved, the dispute shall be submitted to arbitration in Bangalore under the rules of the Indian Arbitration and Conciliation Act, 1996, as amended, with a single arbitrator mutually agreed upon by the parties. The arbitral award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction thereto.
11.3. Injunctive Relief. Nothing herein shall prevent either party from seeking injunctive relief in a court of competent jurisdiction to protect its confidential information or intellectual property, or to prevent imminent harm. - Assignment and Subcontracting
12.1. Neither party may assign or transfer its rights or obligations under these Terms or the SOW without the prior written consent of the other party, except Monterovo may assign to an affiliate or successor in connection with a merger, acquisition, or corporate reorganization, provided that such assignee agrees in writing to be bound by these Terms.
12.2. Monterovo may subcontract any portion of the Services, provided that Monterovo remains responsible for the performance of such subcontracted services and for compliance with these Terms. - Miscellaneous
13.1. Entire Agreement. These Terms, together with any SOW, constitute the entire agreement between the Client and Monterovo with respect to the subject matter hereof and supersede all prior or contempor