TERMS OF USE

I. INTRODUCTION

1.1. Welcome to VELA website (the “Platform”), which is provided by VELA Integrated Logistics Company, its affiliates and subsidiaries (individually and collectively, “VELA“, “we“, “us” or “our“). Please read carefully these Terms of Use, Privacy Policy and the other applicable rules, policies, and terms available at the Platform described below (collectively, this “Terms”), which govern the relationship and serve as an agreement between you and us and set forth the terms and conditions by which you may access and use the Platform and our related websites, services, applications, products and content. For purposes of these Terms, “you” and “your” means you as the user of the Platform.

1.2. By accessing and/or visiting the Platform via the vela.com.vn domain and any of its subdomains, you signify your irrevocable acceptance of these Terms. If you do not agree to these Terms, please do not visit or access the Platform.

II. PRIVACY POLICY

2.1. Your privacy is very important to us. To better protect your rights, we have provided our Privacy Policy to explain our privacy practices in detail. Please review the Privacy Policy to understand how VELA collects and uses the information associated with your access to the Platform and/or your use of the Services. By using the Services, accessing the Platform or agreeing to these Terms, you consent to VELA’s collection, use, disclosure and/or processing of your information and personal data as described in the Privacy Policy.

III. GENERAL

3.1. The platform may require an internet connection from a third-party provider to use some features. In such cases, your internet connection is subject to the fees, restrictions, terms, and limitations imposed by your provider.

3.2. You are responsible for ensuring that your respective desktop, mobile device, or other devices used to access the Platform have adequate encryption and security measures in place to prevent hacking, and You shall be liable for all liability for any compromise or unauthorized use, disclosure, or access to such information with VELA.

3.3. VELA reserves the right to change, modify, suspend or discontinue any portion of this Platform or the Services at any time. VELA may release certain Services or their features in a beta version, which may not work correctly or in the same way the final version may work, and we shall not be held liable in such instances. VELA may also impose limits on certain features or restrict your access to parts of, or the entire, Platform or Services in its sole discretion and without notice or liability.

3.4. VELA reserves the right to refuse to provide You access to the Platform for any reason.

3.5. We offer a wide range of our Services on the basis of these Terms that apply to all our activities in arranging transportation or providing related services, such as, but not limited to, domestic transportation, freight management, custom clearances, warehousing and any other kind of logistics services (collectively, the “Services”). When you use any Service on the Platform, you also will be subject to the guidelines, terms and agreements applicable to that Service (“Service Terms”). If these Terms are inconsistent with the Service Terms, those Service Terms will control.

3.6. Your rights under this Terms will automatically terminate without notice if you fail to comply with any of its terms. In case of such termination, VELA may immediately revoke Your access to the Platform. VELA’s failure to insist upon or enforce your strict compliance with these Terms will not constitute a waiver of any of its rights.

IV. YOUR WARRANTIES AND REPRESENTATIONS

You represent and warrant that:

4.1. Your use of the Platform will constitute acceptance of these Terms.

4.2. You must not use the Platform and Services unless You have full power and authority to enter into and perform the obligations under, these Terms.

4.3. You may use the Platform and Services only if You have reached the age of majority in your jurisdiction and can enter into a binding contract with us.

4.4. All information provided by You as required for the Platform and Services shall be true and accurate, and You acknowledge that VELA are not required to independently verify the same when using the information for operation daily via Platform.

4.5. By accepting these Terms, You are responsible for conducting appropriate and effective due diligence and related information. You also acknowledge and agree that VELA has conducted background checks or other verifications to ensure providing any applicable Services via Platform to You.

4.6. If you are acting on behalf of a legal entity, you represent and warrant that the legal entity is an entity validly existing and in good standing under the laws of its jurisdiction of incorporation or organization.

4.7. If you are legally exempt from certain responsibilities, then those responsibilities may not apply to you under these Terms. For example, the United Nations enjoys certain immunities from legal obligations and as such, these Terms would not override those immunities.

4.8. You will comply with all applicable economic, financial sanctions and trade embargoes, including, without limitation, those imposed, administered, or enforced by the United States, European Union and relevant Member States, the United Kingdom, and the United Nations Security Council (collectively “Sanctions”).

4.9. You will not use the Services in, or for the purposes of doing business or providing goods or services in, a country or territory that is the target of comprehensive Sanctions.

4.10. You are not identified on any applicable Sanctions-related list of designated persons (“Restricted Party Lists”), including, without limitation, those maintained by the United States, European Union, United Nations, or United Kingdom, including the Specially Designated Nationals and Blocked Persons List and Her Majesty’s Treasury’s Consolidated List of Financial Sanctions Targets.

4.11. You will not do business with or provide goods or services, using the Services, directly or indirectly, to anyone on the Restricted Party Lists.

V. YOUR ACCOUNT ON THE PLATFORM

5.1. To use certain Services on the Platform, you must have your own vela.com.vn account (“Account”), and be logged in to your account on the Platform. You will ensure that any information you provide to VELA in connection with your Account is (and is kept) accurate, up-to-date and complete.

5.2. You are responsible for maintaining the confidentiality of your Account and password and for restricting access to your Account, and you agree to accept responsibility for all activities that occur under your Account or password.

5.3. If you know of, or suspect, any unauthorized access or use of your Account, you must notify VELA immediately at [email protected]. You must not use or attempt to use another person’s Account without their authorization and our prior consent.

5.4. VELA reserves the right to disable your Account or access to the Platform at any time, without notice or liability to you, and for any reason, including failure to comply with these Terms, potential damage or impairment to the Platform and Services, infringement or violation of third-party rights or applicable laws or regulations, and for risk-control purposes. In such cases, You shall bear sole responsibility for assuring compliance with these Terms.

VI. SERVICES

6.1. VELA provides Services through the Platform on which You shall enter into the binding agreement/contract/annex (“Agreement”) with VELA in the manner as required by VELA.

6.2. You agree that each applicable Service displayed on the Platform is based on the rates agreed with You and Us.

6.3. When You fulfill a Request For Information (“RFI”) displayed on the Platform, You agree that this constitutes an RFI for the relevant Services to start creating quotations and subsequent procedures.

6.4. You agree that you are responsible for performing all obligations under the applicable agreement with VELA. VELA still acts as a one-stopped integrator under terms and conditions set forth in specified agreement with You. You shall take all necessary actions, at your cost, to obtain by yourselves or to procure any third party as required shall procure the fulfillment all necessary permits, authorizations and other documentation required in respect of the Services for the full and proper compliance with all applicable laws throughout the provision of the Services.

6.5. You acknowledge that VELA verify, authenticate, certify, confirm or otherwise endorse You or Your Information provided or issued by You, endorse and guarantee the provision of the Services under the specified agreement executed by You and VELA. VELA will directly and/or indirectly provide or issue any means of transportation, containers, bills of lading, waybills, consignment notes, customs declarations, or other documents related to the provision of Services to You. VELA is responsible for the sufficiency and/or accuracy of the Services and the use, safety, and legality of the cargo to be dispatched. VELA is liable to make sure that You will complete an applicable agreement with VELA and act lawfully while using the Platform. It is your responsibility to ensure compliance with these Terms and applicable agreement.

VII. TERM OF USE

7.1. You agree not to, where applicable:

(a) upload, post, email, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, alarming, distressing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

(b) use the Services to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;

(c) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services;

(d) remove any proprietary notices from the Platform;

(e) cause, permit or authorize the modification, creation of derivative works, or translation of the Services without the express permission of VELA;

(f) use the Services for any commercial purpose or the benefit of any third party or any manner not permitted by VELA;

(g) use the Services for fraudulent purposes;

(h) attempt to decompile, reverse engineer, disassemble or hack the Services (or any portion thereof), or to defeat or overcome any encryption technology or security measures implemented by VELA with respect to the Services and/or data transmitted, processed or stored by VELA;

(i) harvest or collect any information about or regarding other users of the Platform, including without limitation any personal data or information;

(j) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other unauthorized form of solicitation;

(k) upload, post, email, transmit or otherwise make available any material that contains software viruses, worms, Trojan-horses or any other computer code, routines, files or programs designed to directly or indirectly interfere with, manipulate, interrupt, destroy or limit the functionality or integrity of any computer software or hardware or data or telecommunications equipment;

(l) interfere with, manipulate or disrupt the Services or servers or networks connected to the Services or any other user’s use and enjoyment of the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform;

(m) take any action or engage in any conduct that could directly or indirectly damage, disable, overburden, or impair the Services or the servers or networks connected to the Services;

(n) use the Platform as part of any effort to compete with VELA, or use the Platform and/or content for any other commercial or revenue-generating purposes;

(o) try to circumvent measures intended to prevent or restrict access to the Platform;

(p) disparage, taint, or otherwise damage VELA and/or the Platform, in VELA’s sole discretion;

(q) use the Services to intentionally or unintentionally violate any applicable local, state, national or international law, rule, code, directive, guideline, policy or regulation including without limitation laws and requirements (whether or not having the force of law) relating to anti-money laundering or counter-terrorism;

(r) use the Services to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) named in Restricted Party Lists; and/or

(s) use the Services to collect or store personal data about other users in connection with the prohibited conduct and activities set forth above.

(collectively as “Prohibited Actions”).

7.2. You agree that VELA may for any reason, in its sole discretion and without notice or liability to you or any third party, immediately terminate your access to the Platform and grounds for such termination may include, but are not limited to (a) violation of the letter or spirit of these Terms and/or any Prohibited Action, (b) fraudulent, harassing, defamatory, threatening or abusive behavior or (c) behavior that is harmful to other users, third parties, or the business interests of VELA. Usage of the Platform for illegal, fraudulent, harassing, defamatory, threatening or abusive purposes may be referred to law enforcement authorities without notice to you. If you file a claim (under any cause of action whatsoever) either against VELA, or which in any way involves VELA, then VELA may terminate your access.

7.3. You may only use the Services and/or access the Platform if your applicable jurisdiction allows you to accept these Terms.

VIII. INTELLECTUAL PROPERTY RIGHTS

8.1. VELA Information

(a) All information regarding Services and Platform, including software, images, text, graphics, illustrations, templates, trademarks, marks, brands, service marks, trade names, logos, photographs, audio, videos, music, and the “look and feel” of the Services and Platform, and all intellectual property rights related to them (“VELA Information”) are owned by or licensed to VELA.

(b) VELA grants to you a non-exclusive, limited, non-transferable, non-sublicensable, revocable, worldwide right to access and use the VELA Information so that you may use the Platform for their intended function and purpose, as specified in writing by VELA, and for no other purpose. VELA reserves all rights in VELA Information, which are not expressly granted herein.

(c) You agree that VELA will own any feedback, comments and suggestions for improvements to the Platform received by VELA in connection with your use of the Platform (“Feedback”) and can use Feedback without notice, restriction or compensation to you. You hereby assign all rights, title, and interest (and waive or, where not possible, agree not to assert any moral rights) that you may have in and to Feedback to VELA. All feedback shall be published on the Platform or reported to [email protected].

8.2. Your Information

(a) You confirm and agree that all information, data, content, items and materials in any form which are provided by you, or made available, approved, or linked to by you, or on your behalf in connection with your use of any Service on Platform, including any software, images, text, graphics, illustrations, affiliated names, brand identifiers, logos, trademarks, photographs, audio, videos, music and all related intellectual property rights related to them, including any third-party material, data or content contained therein (“Your Information”) are owned by or licensed to you.

(b) You understand that all information is the sole responsibility of the person or legal entity from that such information originated. This means that you, and not VELA, are entirely responsible for all Your Information that you upload, post, email, transmit or otherwise make available through the Platform. Under no circumstances will VELA be liable in any way for any information including, but not limited to, any errors or omissions in any information, or any loss or damage of any kind incurred as a result of the use of, or reliance on, where applicable, any information posted, emailed, transmitted or otherwise made available on the Platform.

(c) VELA reserves the right to remove Your Information from the Platform at any time for any or no reason.

8.3. By submitting Your Information through the Platform, you grant VELA a non-exclusive, royalty-free, worldwide, transferable, sublicensable license to access, use, host, cache, store, display, publish, distribute, modify and adapt Your Information in order to develop, research, provide, promote, and improve VELA’s products and services.

8.4. As part of your use of the Platform, you may receive certain data, analytics, or reports collected, received or derived in relation to the effectiveness and/or performance of Platform and Services (“VELA Data”). You may use VELA Data solely: (a) to plan and manage how you use Platform; and (b) on an aggregated and anonymized basis to assess the effectiveness and performance of Platform.

8.5. You agree not to: (a) share VELA Data with any third party, except for persons acting on your behalf and in compliance with these Terms; (b) attempt to, or otherwise de-aggregate or de-anonymize VELA Data; or (c) use VELA Data to create or improve profiles or segments relating to any user, device, household, or browser.

No provision in this Clause 8 is intended to prevent or restrict your use of the Platform and VELA Data for its intended function and purpose, as specified by VELA in writing.

IX. CONFIDENTIALITY

9.1. Each party agrees to keep confidential the other party’s Confidential Information and to establish and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorized access or use. “Confidential Information” means all information of any kind which would be regarded as confidential by a reasonable business person, that has been disclosed by one party or its employees, officers, representatives, subcontractors or advisers (“Representatives”) to the other party, or its Representative pursuant to these Commercial Terms whether before or after the date of these Commercial Terms, and any confidential information concerning the business, affairs, marketing and public relations plans, customers, clients or suppliers of the other party.  Confidential Information excludes information that: (a) is, or becomes, generally available to the public through no act or omission by the receiving party; (b) was available to the receiving party on a non-confidential basis prior to disclosure by the disclosing party; (c) was, is, or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not under any confidentiality obligation in respect of that information; (d) is developed by or for the receiving party independently of the information disclosed by the disclosing party; or (e) the parties agree in writing is not confidential.

9.2. Neither party will disclose the other party’s Confidential Information in whole or in part to any other person except: (a) to its Representatives who need to know such information for the purposes of carrying out the party’s obligations under these Commercial Terms (and the disclosing party will procure that such persons comply with this Clause 8); (b) as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority (with reasonable advance written notice to the other party where legally permitted); or (c) with the express prior written consent of the other party.

9.3. Except as permitted in Clause 9.2, neither party will use the other party’s Confidential Information for any purpose other than as permitted under these Terms.

9.4. If you receive early access to alpha and beta tests for Platform or product features (each a “Test Product”), you agree that information regarding Test Products are VELA’s Confidential Information until made public by VELA, and may only be used by you as strictly necessary for the purposes of reviewing and/or testing such Test Product.

X. LIMITATIONS ON LIABILITY

10.1. NOTHING IN THESE TERMS WILL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED.

10.2. VELA AND ITS AFFILIATES WILL NOT BE LIABLE TO YOU FOR ANY: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; OR (B) ANY LOSS OF PROFITS OR REVENUES (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF DATA, USE, GOODWILL, OR INTANGIBLE LOSSES, EVEN IF VELA HAS BEEN ADVISED OR SHOULD BE AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

10.3. THE MAXIMUM LIABILITY OF VELA AND ITS AFFILIATES TO YOU WILL NOT IN AGGREGATE EXCEED THE GREATER OF THE AMOUNTS THAT COMPLY WITH THE APPLICABLE LAWS AND SET FORTH IN OUR STANDARD TRADING CONDITIONS.

10.4. THE LIMITATIONS AND EXCLUSIONS ON LIABILITY SET OUT IN CLAUSES 10.2 AND 10.3 ARE SUBJECT TO CLAUSE 10.1 AND APPLY TO ALL LIABILITY ARISING UNDER THESE TERMS AND IN CONNECTION WITH THE SERVICES, WHETHER SUCH LIABILITY ARISES IN CONTRACT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, RESTITUTION OR OTHERWISE.

XI. DISCLAIMERS

11.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VELA OFFERS NO REPRESENTATION OR WARRANTY (EITHER EXPRESS, IMPLIED OR STATUTORY) ABOUT THE PLATFORM INCLUDING:

(a) THE ACCURACY AND TIMELINESS OF ANY INFORMATION CONTAINED ON THE PLATFORM AND ANY OTHER ASSOCIATED WEBSITE.

(b) CONTINUED USAGE OR ACCESS TO THE PLATFORM.

(c) AVAILABILITY OF THE PLATFORM.

(d) BACKUP OR BUSINESS CONTINUITY REGARDING THE PLATFORM.

(e) THE MERCHANTABILITY, SUITABILITY OR QUALITY FOR A PARTICULAR PURPOSE OF THE SERVICES / INFORMATION ON THE PLATFORM.

(f) ANY SERVICE AGREEMENT OR ANY GUARANTEE OF BUSINESS WITH VELA.

(g) THE PLATFORM OR INFORMATION BEING ERROR OR MALICIOUS CODE FREE, SECURE, CONFIDENTIAL OR PERFORMING AT ANY GIVEN STANDARD OR FUNCTION.

11.2. VELA provides the Platform “AS IS,” “WITH ALL DEFECTS,” and “AS AVAILABLE,” and makes no guarantee that it will be accessible at all times.

11.3. YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PLATFORM AND/OR THE SERVICES REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW.

11.4. Some jurisdictions do not allow the disclaimer of implied warranties, so some or all of the foregoing disclaimers may not apply to you.

XII. COMPLAINT AND DISPUTE RESOLUTION MECHANISM

VELA Digitalized Logistics Platform and the Suppliers are responsible for receiving complaints and supporting Customers related to transactions on the website https://vela.com.vn/.

Customers can send information requesting dispute resolution, complaints about service quality, descriptions, information published on the website, etc. to the website’s Administration Board. Upon receiving complete details on disputes and complaints from the Customer, the website’s Administration Board will proceed to reconfirm the information. In the case that the actual situation is exactly as the information reflected by the Customer, depending on the level of the incident, the website’s Administration Board will have measures to support timely handling for the Customer.

When a dispute arises, VELA promotes negotiation and conciliation between the parties to maintain members’ trust in VELA’s service quality and follows these steps:

• Step 1: Customers submit their complaints at the online support page on VELA’s website. Next, the complaints will be sent to VELA’s Customer Care Department. Besides that, Customers can send a complaint email directly to VELA’s Customer Care Department.
• Step 2: VELA’s Customer Care Department receives Customer complaints. Depending on the nature and extent of the complaint, VELA will take measures to support, and send feedback to Customers to resolve the problem.
• Step 3: In case the Customer’s reflections are beyond the capacity and authority of VELA, the website’s Administration Board will request the Customer to bring this case to the competent authority for settlement by the provisions of law.

How to submit complaints:

• Online on the VELA Customer Portal, or;
• Send to the company’s contact information:

VELA INTEGRATED LOGISTICS JOINT STOCK COMPANY

44 Truong Son, Ward 02, Tan Binh District, Ho Chi Minh City, Vietnam

Phone: 028 7308 6993

Email: [email protected]

The website administration vela.com.vn respects and strictly implements the provisions of the law on protecting the rights of VELA’s Customers. Therefore:

• On the Customer’s side, the website administration hopes that the complaints received from Customers must be related to the services provided by the VELA Digital Logistics Platform and have full information, and specific evidence, ensuring good customs. In case the complaints received by the Website Administration Board do not meet these factors, the Website Administration Board will refuse to resolve them.
• On the Supplier side, the website’s Administration Board requests that Suppliers participating in the VELA Digital Logistics platform provide complete, accurate, and honest information related to the services that the Supplier performs for VELA. Any fraudulent or deceitful acts in business will be considered, and prosecuted, and must bear full responsibility before the law.

XIII. INDEMNITY

13.1. You agree to defend, indemnify, and hold harmless VELA, its parents, subsidiaries, and affiliates, and each of their respective officers, directors, employees, and agents (“VELA Parties”) from any and all claims, allegations, liabilities, costs, and expenses, including, reasonable attorneys’ fees and expenses, brought or asserted against any of the VELA Parties arising out of, or relating in any way to your breach of these Terms (“Indemnified Claims”).

13.2. Without prejudice to Clause 12.1, VELA will notify you of any Indemnified Claims it seeks to recover, and at your expense reasonably cooperate with you in defending such Indemnified Claims. You may not settle any Indemnified Claim that imposes any obligation or liability on us without our express written consent. VELA may (at its own cost) choose to participate in the defense and settlement of the Indemnified Claims.

13.3. This provision shall survive notwithstanding the expiration or termination of these Terms, the termination of a User’s right to access and/or use the Website, and /or the de-activation of the account of a User.

XIV. GOVERNING LAW

14.1. Governing Law

The laws of Vietnam will govern these Terms and any claims and disputes (whether contractual or otherwise) arising out of or relating to these Terms or their subject matter, except as otherwise provided in Clause 13.2(i).

14.2. Disputes

The location of the User is determined based on the company’s registered address on the Business License uploaded on the Platform.

(i) Exceptions to Arbitration

Notwithstanding any other provision in these Terms, you and VELA are not required to arbitrate the following types of claims, which may be brought in a court of law in the applicable jurisdiction: (a) injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation or violation of a party’s confidentiality rights or copyrights, trademarks, trade secrets, patents or other intellectual property rights, and (b) claims that may not be subject to arbitration as a matter of generally applicable law.

(ii) If you are based in Vietnam, the following dispute procedures apply to you:

(a) Subject to the exceptions in Clause 13.2(i), if you have a claim or dispute against VELA arising out of or in connection with these Terms, including any question regarding its existence, breach, termination, enforcement, interpretation or validity, the parties will first refer the dispute to proceedings at Vietnam Mediation Centre (“VMC”), in accordance with the Mediation Rules of VMC for the time being in force.

(b) If the dispute has not been settled pursuant to the paragraph above within 60 days following the filing of a request for mediation under the Mediation Rules of VMC or within such other period as the parties may agree in writing, such dispute will thereafter be finally resolved by arbitration administered by the Vietnam International Arbitration Centre (“VIAC”) in accordance with the Arbitration Rules of the Vietnam International Arbitration Centre (“VIAC Rules“) for the time being in force, which rules are deemed to be incorporated by reference in this clause.

(c) Unless the parties stipulate otherwise, the seat of the arbitration will be Vietnam, there will be one arbitrator appointed by VIAC, and the arbitration will be conducted in Vietnamese.

(iii) If you are based outside of Vietnam, the following dispute procedures apply to you:

(a) Subject to the exceptions in Clause 13.2(i), if you have a claim or dispute against VELA arising out of or in connection with these Terms, including any question regarding its existence, breach, termination, enforcement, interpretation or validity, the parties will first refer the dispute to proceedings at Singapore International Mediation Centre (“SIMC”), in accordance with the Mediation Rules of SIMC for the time being in force.

(b) If the dispute has not been settled pursuant to the paragraph above within 60 days following the filing of a request for mediation under the Mediation Rules of SIMC or within such other period as the parties may agree in writing, such dispute will thereafter be finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules“) for the time being in force, which rules are deemed to be incorporated by reference in this clause.

(c) Unless the parties stipulate otherwise, the seat of the arbitration will be Singapore, there will be one arbitrator appointed by SIAC, and the arbitration will be conducted in English.

XV. MISCELLANEOUS

15.1. Modifications to Commercial Terms. VELA may modify these Terms from time to time, in which case VELA will update the “Last Revised” date at the top of these Terms. If VELA makes material changes to the Terms, VELA will use reasonable efforts to notify you, such as by email or notifications in your Account. However, it is your sole responsibility to review these Terms from time to time to stay apprised of all updates. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Platform after the updates have become effective will be deemed your acceptance of the modified Terms. Except as set out in this Clause 14.1, no variation of these Terms will be valid unless it is in writing and signed by or on behalf of each of the parties.

15.2. Entire Agreement. These Terms constitute the entire agreement between you and VELA relating to the subject matter of these Terms and replace any prior agreements between you and VELA in relation to the subject matter of these Terms. Each party agrees that it has not entered these Terms in reliance upon any statement, representation, covenant, warranty, undertaking or understanding (whether negligently or innocently made) of any person (whether party to these Terms or not) except as expressly set out in these Terms.  Nothing in this Clause, however, will exclude any liability on the part of either party for fraud or fraudulent misrepresentation.

15.3. Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions of the Terms will continue to be valid and enforceable.

15.4. Assignments. These Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you without VELA’s prior written consent.  These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns.

15.5. No Waiver. VELA’s failure or delay in exercising any right, power or privilege under these Commercial Terms will not be considered a waiver.

15.6. No Partnership or Agency. You and VELA are entering into these Terms as independent parties.  No agency, partnership, joint venture, or employee-employer relationship is established or intended by these Terms.

15.7. Electronic Agreement. You agree to accept these Terms electronically and that your electronic acceptance of these Terms has the same force and effect as your signature.

15.8. Languages. Any local language translation (where applicable) of these Terms exists for reference purposes only, and the Vietnamese version will take precedence over all other language translations except where otherwise mandated by applicable law.

15.9. Notices

(a) You agree that VELA may communicate with you electronically about any important information regarding your Account, including but not limited to any agreement, or policies relating to Platform and Services.

(b) In addition, notices required by law under these Terms must be in writing and sent:

• If to VELA, to:

VELA INTEGRATED LOGISTICS CORPORATION

Address: 44 Truong Son, Ward 2, Tan Binh District, Ho Chi Minh City, Vietnam

Department: VELA’s Customer Service

Email: [email protected]

• If to you, to the email address or street address you have provided via your Account.

(c) Notices will be deemed given upon personal delivery, upon delivery if by mail, upon valid transmission through email, or 24 hours after the time the notice is posted to the Platform.