COCOONFMS LIMITED
STANDARD B2B SOFTWARE-AS-A-SERVICE TERMS AND CONDITIONS
Effective date: 17 September 2026
PLEASE READ THESE TERMS CAREFULLY. THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO CLAUSE 18, WHICH LIMITS COCOONFMS LIMITED’S LIABILITY.
1. About these Terms
1.1 These Terms govern the supply by COCOONFMS LIMITED, company number 12818706, whose registered office is at C/O Breslins Lichfield Ltd, Lichfield DCH, Frog Lane, Lichfield, England, WS13 6YY (“CocoonFMS”, “Company”, “we”, “us” or “our”), of its business-to-business cloud software and related services.
1.2 CocoonFMS provides cloud-based freight and logistics software, which may include:
(a) CocoonOPS;
(b) CocoonTMP®;
(c) CocoonDEM;
(d) CocoonCarbon®;
(e) CocoonFlow;
(f) APIs, integrations and related modules; and
(g) any other software, module or service identified in an Order.
1.3 These Terms apply only where the Client is acting wholly or mainly for the purposes of its trade, business, craft or profession. The Services are not offered to consumers.
1.4 These Terms, the applicable Order, the Data Processing Schedule and any applicable Product-Specific Terms together form the Contract.
1.5 Where CocoonFMS and the Client have entered into a separate agreement which has been individually negotiated and signed by authorised representatives of both parties, including a separate CocoonOPS agreement, that signed agreement shall take precedence to the extent of any inconsistency.
1.6 In the event of conflict, the following order of precedence applies:
(a) any individually negotiated agreement signed by both parties;
(b) any applicable Order or Statement of Work;
(c) the Data Processing Schedule, in relation to data-protection matters;
(d) the applicable Product-Specific Terms; and
(e) these Standard Terms.
2. Definitions
In the Contract:
Account means an account through which the Client or an Authorised User accesses the Services.
Applicable Data Protection Law means the UK GDPR, the Data Protection Act 2018, the Data (Use and Access) Act 2025 to the extent in force, the Privacy and Electronic Communications (EC Directive) Regulations 2003 where applicable, and any legislation amending or replacing them.
Authorised User means an employee, officer, contractor, customer or other individual whom the Client is entitled to permit to access the Services.
Business Day means a day other than Saturday, Sunday or a public holiday in England when banks in London are open for business.
Client means the business, company, partnership, organisation, sole trader or other commercial entity purchasing or using the Services.
Client Data means information, documents or data submitted to, stored within, transmitted through or otherwise made available to the Services by or on behalf of the Client.
Confidential Information means information of a confidential nature relating to either party’s business, customers, suppliers, technology, security, financial affairs, trade secrets or commercial operations.
Documentation means user guides, specifications, support materials and other documentation supplied or published by CocoonFMS relating to the Services.
Fees means the charges payable by the Client under the Contract.
Intellectual Property Rights means patents, copyright, database rights, rights in software, trade marks, service marks, trade names, domain names, design rights, trade secrets, confidential information, know-how and all similar intellectual-property rights anywhere in the world.
Order means a quotation, proposal, order form, subscription selection, online order, Statement of Work or other written document identifying the Services purchased by the Client and the applicable Fees.
Output means information, reports, calculations, documents, extracts, classifications, estimates, results or other material produced through use of the Services.
Services means the SaaS products, subscriptions, APIs, modules, integrations, implementation, support and associated services supplied by CocoonFMS under the Contract.
Subscription Term means the period during which the Client is entitled to use the Services.
Third-Party Service means any service, software, platform, data source, carrier system, customs system, accounting system, artificial-intelligence provider, payment provider, tracking system or other technology operated by a third party and used with or connected to the Services.
UK GDPR has the meaning given to it under the Data Protection Act 2018, as amended from time to time.
3. Formation of the Contract
3.1 A Contract may be formed when the Client:
(a) signs an Order or agreement;
(b) accepts a quotation;
(c) completes an online purchase or subscription;
(d) ticks or selects an option confirming acceptance of these Terms;
(e) pays for the Services; or
(f) begins using the Services following receipt of or reference to these Terms.
3.2 A purchase order issued by the Client is for administrative purposes only and any standard terms contained in or referred to by that purchase order shall not apply unless expressly accepted in writing by CocoonFMS.
3.3 Each person accepting the Contract on behalf of a Client represents that they have authority to bind that Client.
4. Provision of the Services
4.1 CocoonFMS shall provide the Services with reasonable care and skill.
4.2 The Services are supplied as hosted software services. Unless expressly agreed otherwise, no ownership of the underlying software is transferred to the Client.
4.3 CocoonFMS may update, maintain, modify and improve the Services from time to time.
4.4 CocoonFMS may make changes necessary to:
(a) improve security or performance;
(b) correct defects;
(c) comply with law;
(d) address changes made by Third-Party Services;
(e) introduce new functionality; or
(f) maintain or improve the operation of the Services.
4.5 CocoonFMS shall use reasonable endeavours not to materially reduce the core functionality of a paid Service during a current fixed Subscription Term.
4.6 New features, integrations or modules may be subject to additional Fees.
5. Right to Use the Services
5.1 Subject to payment of the Fees and compliance with the Contract, CocoonFMS grants the Client a limited, non-exclusive, non-transferable and non-sublicensable right during the Subscription Term to access and use the Services for the Client’s internal business purposes.
5.2 The Client may permit Authorised Users to use the Services only within any user, account, shipment, document, API, storage or other usage limits set out in the Order.
5.3 The Client is responsible for all activity undertaken through its Accounts except to the extent caused by a breach of CocoonFMS’s obligations.
5.4 Login credentials must not be shared between individuals unless a particular type of Account has expressly been licensed for shared use.
6. Acceptable Use
6.1 The Client shall not, and shall not permit another person to:
(a) use the Services unlawfully;
(b) attempt unauthorised access to the Services or another user’s data;
(c) introduce malware, malicious code or harmful material;
(d) circumvent security, access, usage or billing controls;
(e) systematically scrape or extract information from the Services except through an authorised API;
(f) reverse engineer, decompile, disassemble or attempt to derive the source code, algorithms or proprietary calculation methods of the Services except to the extent such restriction is prohibited by law;
(g) copy, resell, sublicense, rent or commercially exploit the Services except where expressly authorised;
(h) use the Services to infringe another person’s Intellectual Property Rights;
(i) conduct penetration testing or security testing without written permission;
(j) use the Services in a manner likely to materially impair their availability or integrity; or
(k) exceed agreed usage limits without paying applicable additional Fees.
6.2 CocoonFMS may take reasonable technical measures to prevent misuse of the Services.
7. Availability, Maintenance and Support
7.1 CocoonFMS shall use reasonable endeavours to maintain availability of the Services but does not warrant that the Services will be uninterrupted or available at all times.
7.2 Availability may be affected by:
(a) planned maintenance;
(b) emergency maintenance;
(c) internet or telecommunications failures;
(d) Third-Party Service failures;
(e) cyberattacks or distributed denial-of-service attacks;
(f) events outside CocoonFMS’s reasonable control; or
(g) measures reasonably necessary to protect security or integrity.
7.3 Any service levels expressly agreed in a separate written Service Level Agreement shall take precedence over clause 7.1.
7.4 Support shall be provided in accordance with the applicable Order, support policy or Documentation.
8. Client Responsibilities
8.1 The Client shall:
(a) provide accurate and complete information reasonably required to provide the Services;
(b) maintain the confidentiality and security of Account credentials;
(c) promptly notify CocoonFMS of suspected unauthorised access;
(d) maintain appropriate internet connectivity, devices and systems required to use the Services;
(e) ensure its Authorised Users comply with the Contract;
(f) ensure that it has all necessary rights, permissions and lawful bases for Client Data supplied to CocoonFMS;
(g) review and verify material Outputs before acting on them where appropriate; and
(h) comply with all laws applicable to its own business and use of the Services.
8.2 CocoonFMS is entitled to rely on information supplied by the Client unless CocoonFMS knows that information is materially incorrect.
9. Third-Party Services and Integrations
9.1 The Services may connect to or rely upon Third-Party Services.
9.2 Third-Party Services may include carrier platforms, customs systems, accounting products, payment platforms, tracking providers, mapping services, artificial-intelligence providers, insurance platforms and other external services.
9.3 CocoonFMS does not control the continued availability, functionality, pricing, policies or data supplied by an independent Third-Party Service.
9.4 CocoonFMS may modify, replace or discontinue an integration if the relevant Third-Party Service:
(a) changes or withdraws its API;
(b) changes its terms;
(c) ceases operation;
(d) creates a security or compliance concern; or
(e) otherwise makes continued integration impracticable.
9.5 The Client may be required to maintain its own account, licence or contractual relationship with a Third-Party Service.
9.6 Nothing in this clause reduces CocoonFMS’s obligations under Applicable Data Protection Law in respect of subprocessors used by CocoonFMS to process personal data.
10. Fees and Payment
10.1 The Client shall pay the Fees specified in the Order or applicable pricing schedule.
10.2 Fees may be based upon, amongst other things:
(a) number of users;
(b) number of shipments;
(c) number of documents;
(d) storage usage;
(e) API usage;
(f) modules or integrations;
(g) implementation work; or
(h) another agreed usage measure.
10.3 Unless otherwise specified, Fees are exclusive of VAT and any other applicable tax.
10.4 Payment shall be made using the payment method agreed in the Order, which may include Direct Debit, bank transfer or an approved payment provider.
10.5 Where no payment date is specified in the Order or invoice, payment shall be due within 30 days of the invoice date.
10.6 Usage and overage charges may be invoiced separately or collected with the next subscription payment.
10.7 The Client shall not withhold or set off Fees except where it has a legally enforceable right to do so.
10.8 Where an amount is genuinely disputed, the Client shall:
(a) notify CocoonFMS promptly;
(b) provide reasonable details of the dispute; and
(c) pay the undisputed amount when due.
10.9 CocoonFMS reserves the right to charge statutory interest and applicable fixed compensation and recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, as amended.
11. Changes to Fees
11.1 Usage-based Fees may vary automatically according to actual usage.
11.2 CocoonFMS may change subscription pricing on renewal by providing at least 30 days’ written notice.
11.3 A price increase shall not ordinarily apply retrospectively to a prepaid fixed Subscription Term unless:
(a) the Client orders additional Services;
(b) usage exceeds an agreed allowance;
(c) taxes or regulatory charges change; or
(d) the parties otherwise agree.
11.4 If the Client does not accept a price change applying to a rolling subscription, it may terminate the affected Service before the change takes effect by providing the notice required under the Contract.
12. Intellectual Property
12.1 All Intellectual Property Rights in the Services, software, source code, databases, interfaces, APIs, Documentation, algorithms, calculation methodologies, workflows, designs, branding and technology belong to CocoonFMS or its licensors.
12.2 Nothing in the Contract transfers ownership of those rights to the Client.
12.3 CocoonCarbon® is a CocoonFMS product and brand. All rights in CocoonCarbon® owned by or licensed to CocoonFMS remain with CocoonFMS.
12.4 Client Data remains owned by the Client or the relevant underlying rights-holder.
12.5 Subject to payment of applicable Fees, the Client may use Outputs generated from its Client Data for its normal business purposes.
12.6 Ownership of an Output does not transfer ownership of:
(a) the software that generated it;
(b) CocoonFMS calculation methodologies;
(c) CocoonFMS databases;
(d) underlying algorithms;
(e) CocoonFMS templates; or
(f) third-party intellectual property incorporated within it.
12.7 The Client grants CocoonFMS a non-exclusive licence to host, copy, transmit and otherwise process Client Data only to the extent reasonably required to provide, secure, maintain and support the Services and comply with law.
12.8 Where the Client voluntarily provides feedback or suggestions relating to the Services, CocoonFMS may use that feedback without restriction provided it does not disclose Client Confidential Information.
13. Client Data
13.1 CocoonFMS shall not sell Client Data.
13.2 CocoonFMS shall not disclose Client Data to third parties for those third parties’ independent advertising, marketing or unrelated commercial purposes.
13.3 Client Data may be made available to authorised subprocessors and service providers to the extent reasonably necessary to operate, secure or support the Services, subject to applicable confidentiality and data-protection obligations.
13.4 CocoonFMS may disclose Client Data where required by law, court order or a competent regulatory authority.
13.5 CocoonFMS may process statistical or aggregated information which does not identify an individual and does not identify the Client for internal service monitoring, security, capacity management and product improvement.
13.6 Personal data shall be processed in accordance with the Data Processing Schedule and CocoonFMS’s Privacy Policy.
14. Confidentiality
14.1 Each party shall:
(a) keep the other party’s Confidential Information confidential;
(b) use it only for the purposes of the Contract; and
(c) disclose it only to personnel, professional advisers and contractors who need to know it and who are subject to appropriate confidentiality obligations.
14.2 Clause 14.1 does not apply to information which:
(a) is lawfully in the public domain;
(b) was lawfully known to the receiving party before disclosure;
(c) is lawfully obtained from another source without confidentiality restrictions; or
(d) must be disclosed by law or a competent authority.
14.3 Where legally permitted, a party required to disclose Confidential Information shall provide reasonable prior notice to the other party.
14.4 These obligations continue for five years following termination, except for trade secrets and personal data, which shall remain protected for so long as required by applicable law.
15. Security and Backups
15.1 CocoonFMS shall maintain appropriate technical and organisational security measures having regard to:
(a) the nature of the Services;
(b) the nature of the information processed;
(c) reasonably foreseeable risks;
(d) available technology; and
(e) the cost of implementation.
15.2 Such measures are intended to protect Client Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access.
15.3 CocoonFMS shall maintain reasonable backup and recovery arrangements appropriate to the Services.
15.4 No electronic system can be guaranteed to be completely secure or immune from failure.
15.5 The Client remains responsible for retaining copies of source records which it is required to keep independently for legal, regulatory, accounting, customs or business-continuity purposes.
15.6 CocoonFMS shall not represent backups as a substitute for the Client’s own statutory record-keeping obligations.
16. Warranties
16.1 CocoonFMS warrants that it shall provide the Services with reasonable care and skill.
16.2 CocoonFMS does not warrant that:
(a) the Services will be uninterrupted or completely error-free;
(b) every software defect will be corrected;
(c) every Third-Party Service will remain available;
(d) the Services will meet requirements which have not been communicated to and expressly accepted by CocoonFMS;
(e) use of the Services will produce any particular commercial result; or
(f) Outputs will eliminate the need for professional judgment or human review.
16.3 Except as expressly stated in the Contract, all warranties, representations, conditions and other terms implied by statute or common law are excluded to the maximum extent lawfully permitted.
17. Operational and Professional Responsibility
17.1 CocoonFMS provides software. Unless expressly agreed otherwise in writing, CocoonFMS does not act as:
(a) a freight forwarder;
(b) a carrier;
(c) a customs broker or customs representative;
(d) an insurer or insurance intermediary;
(e) an accountant;
(f) an auditor;
(g) a legal adviser;
(h) an environmental assurance provider; or
(i) a regulated financial adviser.
17.2 Where the Services facilitate an operational, customs, financial, carbon, insurance or compliance process, the Client remains responsible for reviewing information before submission or reliance where appropriate.
17.3 The Client remains responsible for decisions made in the operation of its business.
18. Limitation of Liability
18.1 Nothing in the Contract excludes or limits liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any liability which cannot lawfully be excluded or limited.
18.2 Subject to clause 18.1, CocoonFMS shall not be liable for:
(a) loss of profit;
(b) loss of revenue;
(c) loss of business;
(d) loss of anticipated savings;
(e) loss of opportunity;
(f) loss of goodwill or reputation; or
(g) indirect or consequential loss,
whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise.
18.3 CocoonFMS shall not be responsible to the extent that loss or damage results from:
(a) inaccurate, incomplete or late Client Data;
(b) the Client’s failure to review an Output where review was reasonably required;
(c) unauthorised use of an Account resulting from the Client’s failure to protect credentials;
(d) modifications made by the Client or a third party without CocoonFMS’s authority;
(e) Third-Party Services outside CocoonFMS’s reasonable control;
(f) use contrary to Documentation or instructions;
(g) a Client decision based on information which the Client knew or ought reasonably to have known was incorrect; or
(h) failure by the Client to maintain records which it is legally required to retain independently.
18.4 Subject to clause 18.1, CocoonFMS’s total aggregate liability arising out of or in connection with the Contract in any 12-month period shall not exceed the Fees paid or payable by the Client for the affected Services during the 12 months immediately preceding the event giving rise to liability.
18.5 Where the relevant event occurs during the first 12 months of the Contract, the cap in clause 18.4 shall be calculated by reference to the Fees paid or payable for the first 12 months of the affected Service.
18.6 A series of connected events arising from substantially the same cause shall be treated as a single event for the purpose of the liability cap.
18.7 Nothing in the Contract limits any regulatory liability which cannot lawfully be limited by agreement between the parties.
18.8 Each party shall take reasonable steps to mitigate losses which it suffers.
19. Client Indemnity
19.1 The Client shall indemnify CocoonFMS against reasonable losses, damages, liabilities, costs and third-party claims to the extent directly arising from:
(a) Client Data which infringes a third party’s Intellectual Property Rights;
(b) Client Data which the Client had no lawful right to provide;
(c) unlawful use of the Services by the Client;
(d) a material breach by the Client of clause 6; or
(e) a statement, declaration or representation made by the Client to a third party which materially misstates an Output produced by the Services.
19.2 The indemnity shall not apply to the extent that the relevant liability was caused by CocoonFMS’s own breach of the Contract.
19.3 CocoonFMS shall take reasonable steps to mitigate any loss claimed under the indemnity.
20. Suspension
20.1 CocoonFMS may suspend all or part of the Services where reasonably necessary because:
(a) Fees are overdue and remain unpaid following reasonable notice;
(b) the Client materially breaches the Contract;
(c) use of the Services creates a material security risk;
(d) CocoonFMS reasonably suspects fraudulent or unlawful activity;
(e) suspension is required by law;
(f) continued operation threatens the Services or other users; or
(g) an applicable Third-Party Service requires suspension.
20.2 Except in an emergency, security incident or legal restriction, CocoonFMS shall use reasonable endeavours to notify the Client before suspension.
20.3 CocoonFMS shall restore access within a reasonable period after the reason for suspension has been remedied.
21. Subscription Term and Renewal
21.1 The initial Subscription Term is stated in the Order.
21.2 Where no Subscription Term is stated, the subscription shall operate on a monthly rolling basis.
21.3 Where an Order specifies a fixed minimum term, the Client remains responsible for Fees for that minimum term unless:
(a) CocoonFMS materially breaches the Contract and fails to remedy the breach as provided in clause 22; or
(b) the parties agree otherwise in writing.
21.4 Unless the applicable Order provides otherwise, at the end of a fixed Subscription Term the subscription shall continue on a monthly rolling basis.
21.5 Either party may terminate a monthly rolling subscription by giving at least one month’s written notice.
21.6 Notice may be given during a fixed minimum term so that termination takes effect at the end of that minimum term.
22. Termination for Cause
22.1 Either party may terminate the Contract by written notice if the other party commits a material breach and, where capable of remedy, fails to remedy it within 30 days after receiving written notice requiring it to do so.
22.2 CocoonFMS may terminate immediately where the Client:
(a) commits a serious unlawful or fraudulent use of the Services;
(b) deliberately compromises the security of the Services; or
(c) repeatedly commits material breaches which individually are capable of remedy but collectively demonstrate an unwillingness or inability to comply.
22.3 Either party may terminate where the other:
(a) enters liquidation other than for a solvent restructuring;
(b) has an administrator or receiver appointed;
(c) makes an arrangement with creditors;
(d) is unable to pay its debts as they fall due; or
(e) ceases or threatens to cease carrying on substantially all of its business,
subject to any restrictions imposed by applicable insolvency law.
23. Consequences of Termination
23.1 On termination:
(a) the Client’s right to use the terminated Services ends;
(b) all Fees properly due up to the effective termination date become payable;
(c) Fees relating to a committed minimum term remain payable where the Client terminates without a contractual right to do so; and
(d) each party shall return or deal with Confidential Information in accordance with the Contract.
23.2 Termination does not affect accrued rights or liabilities.
23.3 The Client should export information it reasonably requires before its Account closes.
23.4 Following termination, CocoonFMS shall return or delete personal data processed on behalf of the Client in accordance with the Data Processing Schedule.
23.5 Data held within secure backups may remain until overwritten or deleted through CocoonFMS’s normal backup lifecycle, provided that it remains protected and is not used for another purpose.
23.6 Clauses which by their nature are intended to survive termination shall continue in force, including provisions relating to Intellectual Property Rights, confidentiality, payment, data protection, liability and governing law.
24. Force Majeure
24.1 Neither party shall be liable for delay or failure caused by circumstances beyond its reasonable control.
24.2 Such events may include natural disaster, fire, flood, war, terrorism, civil disorder, industrial action not involving the affected party’s own workforce, widespread telecommunications failure, widespread cloud infrastructure failure, cyberattack despite reasonable security measures, governmental action or interruption to critical utilities.
24.3 The affected party shall use reasonable endeavours to minimise the effect of the event.
24.4 If a force majeure event prevents substantially all of the Services for more than 60 consecutive days, either party may terminate the affected Services on written notice.
25. Changes to these Terms
25.1 CocoonFMS may update these Terms where reasonably necessary to:
(a) comply with law;
(b) address security or technical developments;
(c) reflect new Services;
(d) clarify existing provisions; or
(e) reflect reasonable changes to business operations.
25.2 A change which materially disadvantages an existing Client shall normally take effect at the Client’s next renewal or following at least 30 days’ notice.
25.3 Changes required by law, regulation or urgent security requirements may take effect earlier.
25.4 No online amendment shall override an individually negotiated agreement signed by both parties unless the signed agreement expressly permits it.
26. Notices
26.1 Formal notices must be in writing.
26.2 Notices to CocoonFMS may be sent:
(a) to its registered office; or
(b) by email to [email protected] or another legal-notice email address notified by CocoonFMS.
26.3 Notices to the Client may be sent to the postal or email address stated in its Order or Account.
26.4 Email notices shall be deemed received on the next Business Day following transmission provided no delivery-failure notification is received.
27. General
27.1 Entire agreement. The Contract constitutes the entire agreement relating to its subject matter, subject to the protection afforded by law in respect of fraud and misrepresentation.
27.2 Assignment. The Client may not assign the Contract without CocoonFMS’s prior written consent, such consent not to be unreasonably withheld. CocoonFMS may assign the Contract as part of a bona fide reorganisation, financing, merger or sale of all or substantially all of the relevant business, provided this does not materially reduce the Client’s contractual rights.
27.3 Subcontracting. CocoonFMS may use subcontractors to perform the Services but remains responsible for performance of its contractual obligations, subject to the Contract.
27.4 No partnership. Nothing in the Contract creates a partnership, agency, employment relationship or joint venture between the parties.
27.5 Third-party rights. A person who is not a party to the Contract has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999.
27.6 Waiver. A failure or delay in enforcing a right does not waive that right.
27.7 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable or, if that is not possible, severed without affecting the remaining provisions.
27.8 Interpretation. Headings are for convenience only. References to legislation include amendments, re-enactments and subordinate legislation made under it.
28. Governing Law and Jurisdiction
28.1 The Contract and any non-contractual obligations arising out of or in connection with it are governed by the laws of England and Wales.
28.2 The courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising out of or in connection with the Contract.
PRODUCT-SPECIFIC TERMS
These Product-Specific Terms supplement the Standard B2B SaaS Terms.
PART A – GENERAL PRODUCT OUTPUTS
1. Data-Dependent Outputs
1.1 Many CocoonFMS products calculate, extract, display or derive information from Client Data or third-party information.
1.2 The Client acknowledges that an Output may be affected by:
(a) incorrect Client Data;
(b) incomplete Client Data;
(c) information omitted by the Client;
(d) information supplied by third parties;
(e) changes to third-party systems or datasets;
(f) reasonable assumptions used where information is unavailable; and
(g) differences between competing calculation or reporting methodologies.
1.3 CocoonFMS shall use reasonable care and skill in providing such functionality but does not guarantee that every Output represents an independently verified statement of fact.
PART B – COCOONOPS AND COCOONTMP®
2. CocoonOPS
2.1 CocoonOPS is freight and transport management software designed to assist with freight-operational processes.
2.2 CocoonOPS may include quotation, shipment, movement, document, customer, supplier, invoicing, finance, tracking, carbon, workflow, reporting and integration functionality.
2.3 CocoonFMS does not itself become a freight forwarder, contractual carrier or customs representative merely because a transaction is created or managed within CocoonOPS.
3. Operational Data
3.1 The Client remains responsible for verifying operational information where an error could materially affect a shipment, customer, customs declaration, invoice, payment or other business activity.
3.2 Where information is received automatically from a Third-Party Service, carrier, vessel-tracking system, airline, port, customs system or other source, CocoonFMS does not warrant that the third party’s information is complete or error-free.
4. Customs Integrations
4.1 Where CocoonOPS connects to a customs-declaration or customs-management service, CocoonFMS provides the technical integration unless expressly agreed otherwise.
4.2 The Client remains responsible for:
(a) the accuracy of declarations;
(b) commodity classifications;
(c) customs values;
(d) origin information;
(e) licences and authorisations;
(f) EORI or equivalent registrations;
(g) declarations made in the Client’s name; and
(h) ensuring information submitted to a customs authority is legally correct.
4.3 The Client must review information before final customs submission where the applicable workflow allows or requires such review.
4.4 CocoonFMS is not responsible for a customs authority’s decision, processing time, outage, rejection, penalty or assessment except to the extent directly caused by CocoonFMS’s breach of the Contract.
5. Accounting and Financial Integrations
5.1 CocoonOPS may exchange data with accounting and finance platforms.
5.2 The Client remains responsible for reviewing financial records and ensuring that invoices, purchase orders, tax treatments, nominal codes and accounting entries are correct.
5.3 CocoonFMS does not provide accounting, tax or audit advice.
6. CocoonTMP®
6.1 CocoonTMP® may allow the Client’s customers and other authorised external users to access shipment information, documents, bookings and other Client Data.
6.2 The Client is responsible for:
(a) deciding which external users should receive access;
(b) maintaining appropriate access permissions;
(c) removing access which is no longer required; and
(d) ensuring that it is legally entitled to make the relevant information available to those users.
PART C – COCOONCARBON®
7. CocoonCarbon® Service
7.1 CocoonCarbon® is a carbon-emissions calculation and reporting product of CocoonFMS.
7.2 CocoonCarbon® calculates estimated greenhouse-gas and carbon-emissions information relating to freight movements using Client Data together with applicable emission factors, distance information, methodologies, assumptions and datasets.
8. Carbon Calculations are Estimates
8.1 Unless expressly stated otherwise, CocoonCarbon® Outputs are calculated estimates.
8.2 They do not constitute direct physical measurement of the emissions generated by an individual vessel, aircraft, vehicle, train, courier movement or shipment.
8.3 Actual emissions may differ from calculated emissions.
8.4 Calculations produced using different methodologies, system boundaries, emissions factors, assumptions, datasets or reporting periods may produce different results.
9. Client Data
9.1 Accuracy of CocoonCarbon® depends upon the completeness and accuracy of information supplied by or on behalf of the Client.
9.2 The Client is responsible for providing accurate information where reasonably available.
9.3 Where information is unavailable or incomplete, CocoonCarbon® may use reasonable:
(a) assumptions;
(b) default values;
(c) averages;
(d) conversion factors;
(e) routing information; or
(f) other estimation techniques.
9.4 CocoonFMS shall not be responsible for an inaccurate Output to the extent caused by inaccurate or incomplete Client Data.
10. Emission Factors and Methodologies
10.1 Emission factors and carbon-accounting methodologies evolve over time.
10.2 CocoonFMS may update:
(a) emissions factors;
(b) calculation methodologies;
(c) datasets;
(d) distance methodologies;
(e) mode-specific assumptions; and
(f) other calculation components.
10.3 A later methodology may produce a different result for the same shipment.
10.4 Unless expressly agreed otherwise, CocoonFMS is not required to retrospectively recalculate historical shipments whenever an emission factor or methodology changes.
11. Use of Carbon Outputs
11.1 CocoonCarbon® is intended to help businesses understand and report freight-related emissions.
11.2 CocoonCarbon® does not provide:
(a) legal advice;
(b) statutory audit;
(c) independent environmental assurance;
(d) certification by a regulator;
(e) verification by an accredited assurance provider; or
(f) a guarantee that an Output satisfies a specific voluntary or statutory reporting framework.
11.3 The Client is responsible for determining whether an Output is suitable for:
(a) statutory disclosure;
(b) a customer’s reporting requirement;
(c) a tender;
(d) an environmental claim;
(e) a carbon-neutrality or net-zero claim;
(f) ESG reporting; or
(g) another external purpose.
11.4 Where independent verification or assurance is legally or contractually required, the Client remains responsible for obtaining it.
12. CocoonCarbon® Charging
12.1 Unless expressly agreed otherwise, CocoonCarbon® is charged per Shipment.
12.2 A “Shipment” for billing purposes means a shipment, consignment or freight movement submitted to, processed by or calculated through CocoonCarbon®.
12.3 Shipments may be submitted through:
(a) a portal;
(b) API;
(c) data upload;
(d) CocoonOPS;
(e) iframe;
(f) integration; or
(g) another authorised method.
12.4 The applicable Order or pricing page may provide for:
(a) a minimum monthly charge;
(b) an included number of Shipments;
(c) volume tiers;
(d) overage charges; or
(e) bespoke enterprise pricing.
12.5 Unless stated otherwise, unused monthly Shipment allowances do not carry forward.
12.6 A calculation remains chargeable merely because the Client later decides not to use the Output, unless the calculation resulted solely from a verified CocoonFMS technical error.
13. CocoonCarbon® Data
13.1 Client Data supplied for CocoonCarbon® remains Client Data.
13.2 CocoonFMS does not sell that Client Data.
13.3 CocoonFMS shall not disclose it to another organisation for that organisation’s independent advertising, marketing or unrelated commercial purposes.
13.4 This does not prevent processing by authorised infrastructure providers or subprocessors necessary to operate CocoonCarbon®, subject to the Data Processing Schedule.
PART D – COCOONDEM
14. CocoonDEM
14.1 CocoonDEM is software designed to assist with demurrage, detention, free-time, container and related cost calculations.
14.2 Calculations may depend upon:
(a) carrier tariffs;
(b) free-time rules;
(c) container events;
(d) discharge information;
(e) return information;
(f) dates entered by the Client;
(g) rate tables; and
(h) information supplied by third parties.
15. Demurrage and Detention Outputs
15.1 CocoonDEM Outputs are operational calculations and are not a guarantee that a carrier, terminal, forwarder or other party will invoice the same amount.
15.2 The Client remains responsible for checking:
(a) contractual carrier terms;
(b) applicable tariffs;
(c) disputed charges;
(d) free-time agreements;
(e) exceptions; and
(f) source information.
15.3 CocoonDEM does not determine the legal enforceability of a demurrage or detention charge.
PART E – COCOONFLOW AND AI FEATURES
16. AI-Assisted Features
16.1 CocoonFlow and other parts of the Services may use artificial intelligence, machine learning, optical character recognition or related automated technology (“AI Features”).
16.2 AI Features may assist with:
(a) document extraction;
(b) supplier recognition;
(c) invoice processing;
(d) data classification;
(e) field matching;
(f) purchase-order preparation;
(g) drafting;
(h) recommendations; and
(i) other automated processes.
17. AI Output
17.1 AI Output may be inaccurate, incomplete or incorrectly classified.
17.2 AI Output must not be treated as inherently verified merely because it was produced automatically.
17.3 The Client shall apply appropriate human review before:
(a) approving a supplier invoice;
(b) creating or issuing a financial transaction;
(c) submitting information to a third party;
(d) relying upon an extracted figure;
(e) making a customs or compliance decision; or
(f) taking another material action.
17.4 The Client remains responsible for final approval of transactions and records generated through AI Features.
18. Third-Party AI Technology
18.1 CocoonFMS may use third-party technology to provide AI Features.
18.2 Where such a provider processes Client Personal Data on CocoonFMS’s behalf, it shall be treated as a subprocessor and the Data Processing Schedule applies.
18.3 CocoonFMS shall not permit a third-party provider to use Client Personal Data for unrelated independent marketing or advertising purposes.
18.4 CocoonFMS does not warrant the continued availability of a particular underlying AI model or supplier and may substitute technically appropriate technology where reasonably necessary.
PART F – APIs
19. API Access
19.1 Where the Client purchases or is granted API access, it may use the API only for authorised business integration purposes.
19.2 CocoonFMS may impose reasonable:
(a) authentication requirements;
(b) rate limits;
(c) security controls;
(d) usage limits; and
(e) technical specifications.
19.3 The Client shall protect API credentials and keys.
19.4 The Client shall not make API credentials publicly available.
19.5 CocoonFMS may rotate or revoke credentials where reasonably necessary for security.
19.6 Material API changes shall, where reasonably practicable, be communicated in advance.
PART G – TRIAL AND BETA SERVICES
20. Trials
20.1 A free trial is provided solely for evaluation.
20.2 Unless agreed otherwise:
(a) trial functionality may be limited;
(b) CocoonFMS may end a trial at the end of the stated trial period;
(c) service levels applicable to paid subscriptions do not apply;
(d) the Client should export any information it wishes to retain before a trial ends; and
(e) continued use after the trial requires a paid subscription.
21. Beta and Testing Features
21.1 Features identified as beta, preview, testing, experimental or early access may be incomplete and may change or be withdrawn.
21.2 The Client should not rely upon a beta feature for a business-critical process unless CocoonFMS has expressly agreed otherwise in writing.
21.3 Beta features are subject to the liability provisions in the Standard Terms.