Terms and Conditions

General Terms and Conditions (T&C) of shiftX GmbH

Preamble

For the benefit of its cooperation partners, shiftX continuously negotiates and realises framework agreements with its network partners. For this purpose shiftX operates a purchasing cooperation and, in doing so, bundles the business activities and distribution measures of its cooperation partners. shiftX aims at negotiating the best possible conditions in the market regarding sea freight FE – NCMP in order to sustainably lower the costs for its cooperation partners.

shiftX provides organisational and consulting services with regard to, among other things, the coordination, preparation and optimisation of the contracting of transportation allotments by the network partners to the individual cooperation partners.

1. Scope

1.1 These Terms and Conditions (T&C) shall apply to all business relationships and legal transactions between shiftX GmbH (hereinafter: shiftX) and its network partners pursuant to no. 2.1 below and its value-added service providers pursuant to no. 2.4 below (hereinafter network partners, value-added service providers and booking agents shall jointly also be called “contractual partners”). These Terms and Conditions shall not apply to agreements or legal transactions with consumers pursuant to § 13 BGB (art. 13 German Civil Code).

1.2 Insofar as the contractual partner also uses General Terms and Conditions, their validity shall expressly be contradicted by us. A contractual partner’s T&C shall not even become part of an agreement if the contractual partner refers to them in its offers and order confirmations. Future cooperation between shiftX and a contractual partner shall be governed by shiftX’s T&C even if they are not explicitly referred to in the individual order. The fact that these Terms and Conditions are binding is a prerequisite for any agreement with shiftX to come into effect.

2. Definition of terms

2.1 A network partner is the contractual party which, as a member of the shiftX purchasing network, is entitled to contract a value-added service provider to perform services along the value-added chain.

2.2 A booking agent is a freight forwarder abroad selected by shiftX which, for the network partner and by its order, arranges for the organisation and handling of international sea and airfreight shipments from the port / airport of departure to the port / airport of destination.

2.3. Other members of shiftX’s network are local incoming forwarders which, on behalf of the network partner and by its direct order, organises the release and invoicing of international sea and airfreight shipments at the port / airport of destination.

2.4 A value-added service provider is the contractual party which is connected with shiftX through a framework agreement and performs services of any kind for a network partner. These service providers include, among others, insurance brokers, consultants, CEP service providers, warehouse keepers, etc. Shipping companies, cargo airlines, railway companies and incoming forwarders are not deemed to be value-added service providers. These companies are selected and contracted by the booking agent with due care, taking into account the interests of the network partners.

3. Conclusion of contract

Individual services on the part of the network partner shall exclusively be handled the respective network partner and the booking agent, value-added service provider and the incoming forwarder. shiftX does not perform tasks regarding forwarding nor does shiftX organise or perform logistics services.

Contracts regarding the respective services shall exclusively be concluded by the network partner and the value-added service provider chosen by him whose services are being procured by shiftX.

4. Service content

4.1 shiftX provides an opportunity for businesses to become a network partner by joining the purchasing network founded by shiftX. Network partners are entitled to make use of the services in value-added service providers’ portfolios. On the other hand, shiftX provides the opportunity to value-added service providers to offer their services to the network partners. When negotiating conditions with booking agents and value-added service providers, shiftX takes proper care of the network partners’ interests.

4.2 The network partner authorises shiftX to obtain offers from value-added service providers for services and to submit these offers to the network partner.

4.3 Non-binding information on conditions communicated to the network partner by shiftX or made available for recall pursuant to art. 2.2. are only intended to give an indication of the current rates. These rates shall be valid until the information has been update enabling the network partner to place an order. If possible, shiftX tries to provide the network partner with short-notice information on changes to the conditions. Due to the customary fluctuations in the fast-paced markets, failure to notify the network partner of changes to the conditions does not entitle him to claim any rights against shiftX or the companies mentioned for.

4.4 shiftX further operates an Internet platform at www.x-staff.de where, via a customer login, the network partner can access an overview of the current freight rates as well as further information on ETA time of the ships and the ships available for booking. Any information on this platform is provided to shiftX by the booking agents and value-added service providers connected to the network, so shiftX cannot guarantee the correctness of the data available on the platform.

5. Tasks of shiftX

5.1 shiftX is obliged to apply the customary care and attention when doing business for the network partners.

5.2 shiftX is obliged to carefully select the value-added service providers and, if the network partner so desires, present several options, even for the same service. shiftX helps the value-added service providers to complete the orders placed by the network partners by providing the available documentation. shiftX regularly performs quality checks regarding the value-added service partners by obtaining evaluations from the network partners. The final selecting of the value-added service providers and the conclusion of the agreement are exclusively handled by the network partner. shiftX is not a part of the logistics supply chain if logistics services have been contracted.

5.3 shiftX supports the network partner in handling the complaints concerning the completion of the procured order.

6. Duties of the network partner

6.1 The network partner shall communicate his estimated demand for services one year in advance in each case. If an order is to be placed, the network partner shall provide shiftX with all the information necessary to procure one or several value-added service providers. Upon request, the network partner shall provide shiftX at any time and on

short notice with significant and detailed information about the volume of the order to be placed with value-added service providers. The network partner is obliged to immediately notify shiftX of any objections or irregularities that have arisen within the legal relationship with the value-added service provider, and to provide documentation thereof. The network partner shall immediately notify shiftX of any conditions or costs claimed by the clearing offices involved that were not agreed upon with shiftX.

6.2 Regarding international shipments, orders based on the conditions agreed upon by shiftX and the network partner have to exclusively be handled by the booking agent appointed by shiftX.

6.3 The network partner shall provide shiftX with the company’s expected minimum volume of orders to value-added service providers for the next year no later than 30 November of the respective year. The minimum volume of orders is used as a basis for the negotiation of conditions with the value-added service provider. If the minimum volume of orders is not reached, the network partner is obliged to pay a contractual penalty amounting to the value of the booking commission the actual order volume falls short of the communicated minimum. If the minimum order volume is missed, shiftX may terminate the agreement without notice.

7. Information by value-added service provider

Already at this stage the network partner shall authorise shiftX to request the value- added service provider to submit at any time and without delay significant and detailed information regarding the number of services performed for the network partner, their volume and the sales realised. The value-added service provider shall keep all information regarding the completion of the network partner’s orders at the disposal of shiftX, and, upon request, forward them to shiftX immediately. The value-added service provider commits itself to provide information to shiftX regarding the status of the order completion within 24 hours of being asked to do so.

8. Order processing

8.1 The booking of international shipments via sea / air / rail is done directly between the network partner and the booking agent – without the involvement of shiftX.

8.2 shiftX forwards the network partner’s enquiry to the value-added service providers which submit to shiftX a binding offer in writing based on the information provided by the network partner. shiftX forwards the offer(s) of the value-added service provider(s) to the network partner who selects the most appropriate offer and contracts the value-added service provider on his own behalf and at his own cost. In any case, the agreement shall be concluded with regard to the respective services between the network partner and the commissioned value-added service provider.

9. Compensation and terms of payment

9.1 As agreed, shiftX shall be compensated by the value-added service providers for procuring orders among the network partners.

9.2 Orders placed by the network partner and performed by the booking agent and the value- added service providers shall be invoiced based on the agreed conditions. Invoicing of services rendered by contracted companies and value-added service providers shall regularly be done by the incoming forwarder or directly between the network partner and his contractual partner.

10. Liability

10.1 Liability on the part of shiftX, its staff and auxiliary persons for any damage incurred by the network under or in relation to this agreement shall be excluded for cases of simple carelessness.

10.2 The contractual partners and shiftX further agree to mutually exclude liability for so- called indirect damages, such as unrealised profit, fruitless expenditures, production downtimes or production disruptions, etc., even in cases of gross negligence.

10.3 The above liability limitations and restrictions shall not apply in cases of wilful and – within the limitations of 10.2 above – grossly negligent damage. Neither shall they apply in cases of culpably caused damage resulting from the destruction of life, personal injury or health damage or in cases of violations of cardinal obligations. For latter incidents liability shall be limited to damage that is typically foreseeable at the time of concluding the agreement.

10.4 shiftX shall not be held liable for damage resulting from or in relation to the legal relationships between the network partner and the respective booking agent, value-added service provider or incoming forwarder.

10.5 shiftX shall not be held liable for damage caused to the network partner resulting from incorrect third-party information made available to the network partner by shiftX via hyperlink on the websites mentioned in art. 4 of the Terms and Conditions. Neither shall shiftX be held liable for any damage resulting from incorrect information recalled via embedded third-party track-and-trace systems.

11. Confidentiality

11.1 The parties are obliged to treat all data and information as well as information on conditions and rates shared by shiftX with utmost confidentiality – even if the data has not expressly been classified as such – and to use said data only for the intended contractual purpose. The data and information may only be made accessible to third parties to fulfil contractual obligations. “Third parties”, in this context, refers to the value-added service providers and the network partners among themselves as well as their employees and auxiliary persons.

11.2 This obligation does not apply if the data and information are or become generally known or are made known to the receiving party by a third party without restriction, or if the receiving party can prove that it already had knowledge of these or possessed them before this agreement came into force.

11.3 This confidentiality agreement shall be in force for the entire term of the agreement as well as for the pre-contractual negotiation period since these Terms and Conditions were made available. An individual agreement to this effect shall prevail. The confidentiality agreement shall remain in force for another two years after the agreement ends.

11.4 The contractual partner of shiftX shall pay a contractual penalty of EUR 10,000.00 for each violation of the stipulations under 10.1 of these Terms and Conditions. Further claims for damages on the part of shiftX remain unaffected.

12. Electronic data exchange

12.1 Each party may produce statements and messages electronically and transmit and exchange them (electronic data exchange), as long as the transmitting party is identifiable and these Terms and Conditions do not stipulate a different form. The transmitting party shall bear the risk for the loss and the correctness of the data transmitted.

12.2 Each party is obliged to perform the customary security and control measures to protect the electronic data transmission from access through third parties as well as to prevent alteration, loss or destruction of electronically transmitted data.

12.3 Each party shall appoint one or several contact persons to receive information, statements, messages and requests from the other party. Each party shall provide the other party with the name(s) and contact information. If one party fails to appoint a contact person, the person signing the agreement on behalf of that party – or, if no agreement was concluded, the person who established the contact – shall be the contact person.

12.4 Electronically or digitally created official documents shall be equivalent to written official documents.

13. Customer protection

13.1 The value-added service providers and shiftX agree on customer protection for all existing network partners. Customer protection covers:

  • technical aspects, i. e. the services requested by a network partner from shiftX.
  • geographical aspects, i. e. areas where services requested by shiftX for a network partner have to be rendered.
  • temporal aspects, i. e. customer protection shall be limited to two years following the end of the cooperation. If this period was shorter than two years, then the customer protection is limited to that period.

13.2 While customer protection is in force, the value-added service provider is not allowed to directly or indirectly approach the network partners or their consultants in order to conclude agreements with them directly, unless they have obtained the explicit written consent of shiftX.

13.3 The value-added service provider shall pay reasonable damages – the amount of which shall be established by the responsible regional court exercising equitable discretion – for each violation of the stipulations.

14. Termination

The agreement shall be valid for an undetermined period of time. Proper notice of termination of the agreement may be given with prior notice six months before the end of the year. Notice of termination has to be given by registered letter. The right to an extraordinary termination for good reason shall not be affected.

15. Miscellaneous, applicable law and place of jurisdiction

15.1 Any alteration or amendment to this agreement shall be in writing. This also applies to amendments to the written form requirement. E-mails do not meet the requirements of the written form.

15.2 These Terms and Conditions and the corresponding agreement contain all arrangements between the contractual parties. Subsidiary arrangements can be made in writing, but not orally.

15.3 This agreement shall be governed exclusively by German law; the UN Convention on the International Sale of Goods (CISG) shall be excluded. Exclusive place of jurisdiction for both parties shall be Düsseldorf unless a different or a second place of jurisdiction is stipulated by the applicable law.

15.4 Should any individual provisions be or become invalid, the invalid provision shall be replaced by a provision that is as close as possible in economic and legal purpose to the invalid or impracticable provision. If the agreement contains an omission, the contractual parties shall close this omission by negotiating such a substitute provision that they would have negotiated if they had been aware of the omission before concluding the agreement.

as of: 12 November 2024

Beatrice Gilles Battentier

Beatrice Gilles Battentier

Beatrice Gilles Battentier has a strong background in business administration, with experience in various industries including transportation, finance, and retail. Currently serving as Branch Manager at TRANSCAUSSE, Beatrice is responsible for client portfolio development, contract negotiation, and team management. Prior to their current role, BEATRICE held positions such as Responsable commerciale at MCL Multiple Container Line and Courtier en produits dérivés at Eurobrokers. With a Bachelor of Business Administration from The London School of Economics and Political Science, Beatrice has demonstrated expertise in customer relations, financial markets analysis, and product management.
Pratik Berglund

Joyce Van Rijkel

Joyce Van Rijkel is Project Manager at Extrashop, responsible for leading corporate and cross-functional projects. She drives digital initiatives such as customer engagement solutions, combining a strong procurement background with IT expertise. With experience at Extrashop and Klüber Lubrication, Joyce excels at bridging business operations and technology to deliver sustainable improvements.
Pratik Berglund

Patrik Berglund

Patrik Berglund is the CEO and Co-Founder of Oslo-based Xeneta, the leading ocean and air freight rate benchmarking and market analytics platform transforming the shipping and logistics industry with data analytics. Berglund, who was the 2016 recipient of the prestigious Lloyd's List Next Generation in Shipping award, is a logistics and tech-enthusiast, possesses a true passion for modernizing business processes related to logistics procurement and the supply chain. He has in-depth logistics and transportation experience from several years at Kuehne + Nagel in various roles and also as Co-Founder of Nordilog, a logistics consultancy firm. Founded in 2012, Berglund has grown Xeneta to be the top worldwide source comparing shipping rates against the market average, market highs and lows, ultimately transforming companies’ logistics procurement with actionable data intelligence.
Cyrus de la Rubia

Cyrus de la Rubia

Cyrus de la Rubia is Chief Economist at Hamburg Commercial Bank and responsible for economic, interest rate, and currency forecasts. With over two decades of practical experience in international financial markets, he shares his insights at global conferences and through numerous publications, podcasts, and guest articles in renowned newspapers. After studying at the University of Kiel and Cordoba (Argentina), where he graduated with a degree in economics, Cyrus de la Rubia earned his doctorate at the University of Potsdam on the subject of bond markets. He began his banking career at a financial institution focused on emerging markets, where he headed the economics department. In 2005, he joined his current employer as a senior economist, where he has been chief economist and head of economics since 2012.
Conor Henton

Conor Henton

With nearly a decade of experience in the shipping and logistics industry in Asia, Conor has built deep expertise in vessel agency operations, international logistics, and managing complex joint ventures across the Asia-Pacific region. His career has spanned roles in trade management, strategic development, and leading cross-cultural teams, giving him a unique perspective on the dynamics of global trade. Fluent in Mandarin and experienced in bridging Eastern and Western business practices, Conor is passionate about driving operational excellence and building partnerships that support the flow of global trade. He currently oversees the strategic direction and management of our new origin organisation originX.
Sebastian von Hayn

Laurent Vanden Brande

Laurent Vanden Brande is Head of Supply Chain & IT at Extrashop with 25+ years in retail, FMCG, and logistics. He has led major digital and sustainability transformations, designed distribution networks, and driven operational excellence across companies such as MATCH Supermarket, Belgian Food retailer; SPORTSDIRECT.COM, UK sport retailer, KIALA, last mile delivery company, NOCIBE, French cosmetics retailer and KIABI, French fashion retailer. Laurent is passionate about aligning strategy with execution to build resilient and high-performing supply chains.
Keith Gaskin

Keith Gaskin

Keith Gaskin is the Managing Director of shiftX UK, where he leads the company’s growth and client engagement strategy in one of the world’s most competitive logistics markets. In this role, the British national is responsible for driving commercial performance, expanding service capabilities, and ensuring shiftX UK delivers innovative and resilient supply chain solutions tailored to the needs of Beneficial Cargo Owners (BCOs). Keith’s career is rooted in commercial growth and global ocean procurement, with over two decades of experience negotiating and managing large-scale carrier relationships across major trade lanes. Before joining shiftX in 2025, Keith played a pivotal role at SEKO Logistics, where he served as founder and Group Commercial Director for the UK. During his tenure, he was instrumental in shaping SEKO’s commercial strategy, strengthening its UK and global presence, and driving significant growth by aligning global procurement initiatives with client needs. Keith and the original founders took SEKO Logistics from a start-up operation of just 6 people to a multi office operation in the UK. When he left the business, SEKO Logistics had 8 offices, 450 full time staff and revenues in excess of GBP 250 million per annum. Now at shiftX UK, Keith continues to build on this legacy — applying his commercial acumen, global procurement background, and leadership experience to guide BCOs through an era of supply chain transformation.
Sebastian von Hayn

Sebastian von Hayn

Sebastian started his career in shipping in 1999 when joining Mærsk's International Shipping Education (MISE) while simultaneously studying liner shipping in Hamburg and taking exams at the Institute of Chartered Shipbrokers, London. While having worked in many roles in Mærsk and across different locations like Germany, Brazil, PRC and Denmark he over the years had the responsibility for several trade scopes like Europe-Southern Africa, Transatlantic, Asia-Mediterranean and Asia Northern Europe. Sebastian is after 26 years with the company right now overlooking the Trans-Suez scope in A.P. Møller-Mærsk's Ocean Network Product department.
Knut Sander

Knut Sander

Knut Sander has been CEO of Robert Kukla GmbH in Munich for 27 years. After completing his training in logistics, the 57-year-old began his professional career in 1993 as head of the groupage department for Eastern Europe at Spedition Boes in Bielefeld before taking over as CEO at Kukla in 1998. With the introduction of short sea shipping as Kukla's core business and the establishment of a powerful network with a total of 15 branches throughout Europe, he has played a key role in the company's organic growth to date.
frank_kelmes

Thomas Sengotta

Thomas Sengotta is the manager in charge of a team that focuses on hyper automation and provides consulting services in the disciplines of business process automation (BPA), robotics (RPA), data science, machine learning, deep learning and generative AI. He supports clients in identifying use cases in their companies in order to make processes even more intelligent, for example through the use of AI. He works in a wide range of industries, including telecommunications, energy and retail.

Thomas Sengotta has been working on digitalization and automation projects at CGI since 2010. With more than 25 years of experience in the IT industry, he has in-depth expertise in the successful implementation of business solutions. His professional career has taken him through various positions in infrastructure, software development and consulting in the business process environment.

Hassan Madni

Hassan Madni

Hassan Madni holds an MBA in Marketing from Karachi and has been with World Wide Group Consolidators for 17 years. Rising through roles in product management, sales, and international business, he joined the functional board in 2017 and now serves as Managing Director. He specializes in logistics solutions for retail and fashion brands across Europe, North America, and the Middle East, navigating Pakistan’s infrastructure and supply chain challenges. Outside work, he is a passionate runner, member of the Wednesday Night Pacers, and has completed over 12 international marathons.
Thomas Luttrin

Thomas Luttrin

Thomas Luttrin has been working for Terr`Asia for over 16 years, which is his entire professional career. The 39-year-old started his career in 2009 with a six-month internship in commercial controlling, what gave him a first taste of the company’s culture and ambitions. After two years as a key account manager, Thomas took over in 2011 the role of Sales Director, leading various teams and driving growth for five years. 2016 he broadened his scope to also oversee Marketing and Purchasing, which gave him a more global view of the business and its challenges. Thomas has been acting as deputy managing director since 2018, responsible for strategic business development, among other things. In January 2026, he will embrace a new chapter, becoming both General Manager and Shareholder of Terr`Asia, the company, with whose values and employees he still feels deeply connected today.
James Hookham

James Hookham

James Hookham is Secretary General and a Director of the Global Shippers Forum (GSF), the voice of cargo owners in international supply chains, based in London. He is a graduate in Environmental Science from the University of Bradford and completed a master’s degree in the safe transport of dangerous goods at the University of Manchester. James early career was spent with Exis Technologies (now part of National Cargo Bureau) developing the world’s first remotely accessible computerised dangerous goods database. He later served as deputy editor of Hazardous Cargo Bulletin. Until 2020 James was Deputy Chief Executive of the Freight Transport Association (now Logistics UK) serving the needs of transport users and providers in the United Kingdom and served on numerous UK, EU and global transport and logistics advisory bodies.

Jan Tiedemann

After completing his master’s degree in economic geography at the University of Hamburg and studies in urban planning with a focus on infrastructure at the Technical University of Hamburg-Harburg (TUHH) Jan Tiedemann initially worked as a management consultant and analyst until he joined BRS Group and Alphaliner in Paris, France, in 2007. In 2014, he returned to Germany to open the joint BRS Group and Alphaliner office in Hamburg as Team Lead for the international analyst team. Since the merger of Alphaliner and AXSMarine in 2021, he has been Vice President of Liner Strategy at AXSMarine, a multinational service and data provider for the maritime industry. In this role, he continues to develop AXSMarine’s product portfolio and is primarily responsible for Alphaliner.com, the world’s leading provider of data and market intelligence for the liner industry.

Stephan Schiller

Stephan Schiller is working in the logistics industry for more than 30 years and has become familiar with almost all dimensions of the industry and management in general. Before joining shiftX in January 2023, the Hamburg native worked for the Otto Group for more than ten years in executive positions, where he was responsible, among other things, for the development and positioning of Hermes as a supply chain logistics provider and the incorporation of the business model into the Otto Group’s supply chain management. As Managing Partner, his focus at shiftX is on the one hand the development of strategic and technological competencies and on the other hand driving growth in products and geography.

Antonios Rigalos

Antonios Rigalos joined the shiftX team on March 1, 2021, as Managing Director – responsible for growth. Antonios is today acting as Managing Partner. In his new role, the native of Hamburg with Greek roots is primarily responsible for shiftXs current core product Ocean and for the commercial activities. Antonios has gained his knowledge and experience in AP MOELLER Maersk, where he worked some 25 years in various commercial positions. Most recently as Global Key Client Director.