Who we are
AWBack is a service provided by Lambda Twelve PC / Lambda Twelve ΙΚΕ, trading as Lambda Twelve ("we", "us"). AWBack is a product name, not a separate company: your contract is with Lambda Twelve, established at Efploias 11, 18537 Piraeus, Attiki, Greece, GEMI 145563001000, VAT EL800949070. Legal enquiries: legal@lambda-twelve.com.
Scope and contract documents
These Terms govern the use of AWBack by a client ("you"). Your contract with us is made up of an order form or signed agreement (the "Order"), these Terms, the Service Level Agreement, and the Data Processing Agreement.
If they conflict, they apply in this order: (1) a signed agreement; (2) the Order; (3) the Data Processing Agreement, for data-protection matters; (4) the Service Level Agreement; (5) these Terms. TODO: draft the Service Level Agreement and the Data Processing Agreement.
The service
AWBack is a hosted service that connects your ERP to airlines for electronic air waybills. It:
- accepts shipment data from your systems, in your own format or in our standard schema;
- checks it and converts it into the message formats your airlines accept;
- sends it to those airlines through a cargo messaging network, or directly where an airline supports it;
- returns the airlines' acknowledgements and status updates to your systems and shows them in the client area;
- keeps a record of every message sent and received.
Which airlines, message formats and features are included is set out in your Order. AWBack carries data between you and the airlines. It is not a party to your contracts of carriage, and it does not book, price or carry cargo.
Who can use AWBack
AWBack is for businesses only, typically freight forwarders. You must be acting for a business and have authority to bind it. It is not offered to consumers.
Onboarding
Before you can send shipments, you complete onboarding in the client area. Every account must use two-factor sign-in. We will ask for the information and documents we need, which may include:
- your company registration and contact details;
- your IATA cargo agent code and CASS code, where you have them;
- evidence that you have signed the IATA Multilateral e-AWB Agreement;
- your account details with each airline, and each airline's e-AWB activation for the airports you ship from;
- your signed Order.
We may decline an application, or pause onboarding, where we cannot verify the information, where providing the service would break the law, or for other reasonable grounds. Becoming a client takes our confirmation; submitting an application does not create a contract.
Your responsibilities
- Your data. You are responsible for the accuracy, completeness and lawfulness of the data you send. We check it for format and completeness, but we cannot know whether it is true. Fees or penalties an airline or authority charges because of inaccurate or late data are yours.
- Your agreements. You are responsible for your own agreements with IATA and with each airline, including the Multilateral e-AWB Agreement, airline activations, rates and AWB stock.
- Your accounts. Keep credentials, API tokens and recovery codes secure, and tell us at once if you suspect misuse.
- Your systems. Your ERP and the endpoints that receive our updates are yours to run and secure.
- Lawful use. Use AWBack only for lawful shipments and in line with applicable export, sanctions and customs rules.
Airlines and third parties
Airlines and messaging networks are independent third parties. We do not control whether an airline accepts, rejects or delays a message, and we are not responsible for their acts or failures. Where your Order says so, charges of a messaging network are passed on to you. TODO: confirm the pass-through model once the messaging network is chosen.
Fees and payment
Fees are as set out in your Order, which may combine a subscription, an implementation fee and charges per air waybill or message. Integration against AWBack's standard schema, as documented in the integration guide, is included. An adapter for a client's own data format is optional, and is quoted and charged separately. VAT and other taxes are added as the law requires. Unless the Order says otherwise, fees are invoiced in advance and payable within 30 days. TODO: pricing model, payment terms and late-payment consequences.
Early clients that help shape the service may be offered design-partner terms, such as reduced fees for an agreed period, in exchange for feedback and being named as a reference. Such terms apply only where your Order sets them out.
Availability and support
We provide AWBack with reasonable care and skill. Availability commitments, maintenance windows and any service credits are set out in the Service Level Agreement. TODO: availability target, measurement and credits. Support is available on Greek business days, 10:00 to 18:00 Europe/Athens, unless your Order says otherwise. TODO: support address.
Security and suspension
We may suspend all or part of the service where reasonably necessary to:
- deal with a security threat or a compromised account;
- stop use that harms our systems, other clients or third parties;
- comply with the law or a binding order;
- deal with material non-payment, after notice.
Where we can, we will give notice first and limit the suspension to what is necessary.
Intellectual property and licence
AWBack, including its software, the standard schema, connectors and documentation, belongs to us. We grant you a non-exclusive, non-transferable right to use it for your own business during the term of your Order. That includes any mapping or connector we build for your systems, unless your Order expressly says otherwise.
You may not resell, sublicense or reverse-engineer the service. Feedback you give us can be used to improve AWBack without obligation.
Where your Order includes it, a copy of the source code may be placed in escrow, to be released to you on agreed events such as our insolvency.
Your data and data protection
Your shipment data, your documents and your other content remain yours. We use them only to provide AWBack to you, as set out in the Data Processing Agreement, and may use anonymised samples for testing only with your agreement.
For personal data in shipment data we act as your processor under Article 28 GDPR. For our own processing, our Privacy Notice applies.
When the contract ends, you can export your data for 30 days. After that we delete it, except where the law requires us to keep it. TODO: confirm the export period and format.
Confidentiality
Each party protects the other's non-public information and uses it only for the contract. This does not apply to information that is public, already known, independently developed, or that the law requires to be disclosed.
Warranties and liability
Nothing in these Terms limits liability that the law does not allow to be limited, including for fraud, gross negligence, wilful misconduct, or death or personal injury caused by negligence.
Otherwise, and unless a signed agreement says differently:
- our total liability arising from the contract is limited to the fees you paid in the 12 months before the event that caused the claim TODO: confirm the cap;
- we are not liable for loss of profit, revenue, business or goodwill, for indirect or consequential loss, or for cargo held, delayed or charged for by an airline or authority;
- we are not liable for losses caused by inaccurate, incomplete or late data you sent.
Term and termination
The contract runs for the term in your Order and renews as it states. Either party may end it for a material breach not remedied within 30 days of written notice. TODO: minimum term, renewal and ordinary notice period.
Changes
We may update these Terms for legal, security or service reasons. We will tell you about material changes affecting your service in reasonable time before they take effect. Changes do not take away rights already accrued.
Governing law
These Terms are governed by the laws of Greece. The courts of Piraeus, Greece, have jurisdiction.
General
If a provision is unenforceable, the rest still applies. Not enforcing a provision is not a waiver. Neither party may assign the contract without the other's consent, except to a successor of its business. Notices may be sent by email to the addresses in the Order.
Contact
Legal: legal@lambda-twelve.com
General: hello@awback.com
