Terms and Conditions

The Terms and Conditions explain Airpool's obligations to you and your obligations to Airpool, they govern the use of your Airpool account and Airpool services provided to you. By registering for an Airpool account, you are entering into this legally binding User Agreement with Airpool and will become a client of Airpool, on behalf of yourself and/or your company. You acknowledge and agree that you have read and will comply with all of the Terms and Conditions.

You will be required to accept the Terms and Conditions in order to complete the registration process. By clicking the "I accept" button, you accept and agree to be bound by all of the provisions of the Terms and Conditions, including those incorporated by reference, without modification, limitation or qualification. You will be binding yourself or your company to the Terms and Conditions. You represent that you have the authority to bind your company, if done on behalf of a company, to the Terms and Conditions. If you do not have such authority, you must click the "I decline" button. You must also click the "I decline" button if you do not agree with the Terms and Conditions. If you decline, you will not be authorized to access or use Airpool services.

In the Terms and Conditions, the terms the ‘Company’ 'you' and 'your' refer to you personally (if you are an individual) or the entity you represent (if you register on behalf of a business entity), and the terms 'we' 'our' and 'Airpool' refer to Airpool a division of Source and Consolidate (Pty) Ltd with company registration number: 2021/921198/07, its related companies and/or its third party suppliers.

1. PURCHASE OF GOODS FROM SUPPLIERS

1.1. The Company will purchase goods directly from their Supplier. The Company is solely responsible for selecting and ordering the goods from the Supplier and any purchase of goods is a transaction solely between the Company and the Supplier. The Company will pay the Supplier directly for the goods and the cost of domestic shipping (if applicable), for delivery of the goods to Airpool’s warehouse address (the “Airpool Hub”).

1.2. Airpool has no liability for any failure of a Supplier to ship to the Airpool Hub or to fulfil the order. Airpool makes no representations, warranties or guarantees regarding the quality or suitability of the goods ordered, or for any defects in any goods purchased, or any liability for any injury or damage that any goods may cause, or for any other failure of the goods to meet the Company’s expectations.

2. RECEIPT OF PACKAGE AT THE AIRPOOL HUB

2.1. It is the Company’s responsibly to arrange delivery of the goods (“Package/s”) from their Supplier to the Airpool Hub at its own cost.

2.2. It is the Company’s responsibility to provide the Supplier with a unique Airpool waybill to attached to each Package to be delivered to the Airpool Hub. Should a delivery consist of more than 1 Package from a Supplier, each Package shall have its own unique Airpool waybill attached.

2.3. Airpool will in good faith receive the Package delivered to the Airpool Hub and will notify the Company once the Package is received via its online platform which the Company has access to through their Airpool account, (“Online Platform”).

2.4. Once the Company Packages arrives at the Airpool Hub they will be re-weighed and re-measured by Airpool.

2.5. Airpool will reject all Packages that do not have a valid Airpool waybill attached to each Package.

2.6. Airpool will not be liable for Packages lost or damaged in transit from the Supplier to the Airpool Hub. Airpool reserve the right to refuse delivery at the Airpool Hub if, upon inspection of the outside of the Package, it is obvious that the goods are damaged or incomplete.

2.7. The cut of time for all Packages to be delivered to the Airpool Hub, to be included in a consolidation, shall be defined by the Online Platform, per consolidation and will be based on the departure date of the consolidation. In the event that the Package is delivered to the Airpool Hub after the cut of time, the Package will be included in the next available consolidation, subject to payment as set out in clause 4. Airpool shall not be liable for any delays in the delivery of such Package from the Supplier to the Airpool Hub that ultimately leads to the Package missing the cut of time for a specific consolidation.

2.8. Airpool may repack goods to reduce the bulk or the weight of the Package, but will never open any inner sealed, shrink-wrapped or ‘designer’ packaging.

3. INSPECTION OF PACKAGE AND DECLARATION

3.1. Airpool has the right (upon receipt or in preparing for export shipment) to open and inspect any Package, or part thereof, for security purposes and to verify compliance with export and import laws and to confirm the goods description and other information supplied, without prior notice and without liability to the Company. Airpool has no duty or responsibility to inspect Packages for non-obvious damage or breakage.

3.2. The risk and ownership in and to the goods/package shall remain vested in the Company. In the event that Airpool finds that the Packages includes any of the restricted commodities as set out in clause 7, Airpool retains the right to hand of the restricted commodities to the respective authority and the Company will hold Airpool harmless against any lost or damages suffered due to the hand over.

3.3. The Company takes responsibility for any information provided and warrants that the goods are within the correct regulations. The Company will be liable and agrees to indemnify Airpool for any costs, penalties or fines which may be incurred if any Packages is found to violate clause 7 and for any legal costs that Airpool incurs in connection with such violations.

3.4. An accurate description of the contents of the Company’s Package, and its value, is necessary for compliance with export and import laws. Airpool may request, and the Company will provide a copy of the Supplier’s invoice or order confirmation establishing the price paid for the goods and or proof of payment. However, the Company is solely responsible for the correctness and accuracy of all information provide to Airpool regarding the contents of the Package and the value. The Company acknowledge that:
- 3.4.1. Packages may be inspected at any time by export and import authorities. Packages with misleading product descriptions or under-declared valuations may be delayed by the relevant Customs authorities, who may dispute and correct the declaration – in which case, the Company might possibly have to pay additional duty, fines or penalties.

4. PAYMENT AND SHIPMENT OF PACKAGES

4.1. Rates quoted are based on Airpool’s rate card per kilogram as specified on the Online Platform. The gross weight will be calculated in whole kilograms to be rounded up to the nearest whole number. It is important to note that the shipping cost is based on the billable weight or volumetric weight - whichever is the greater. Volumetric weight is calculated by taking the length x breadth x height (in cm) and dividing it by a multiple of 5000.

4.2. Once the Company’s Package arrives at the Airpool Hub, it will be re-weighed and re-measured by Airpool to confirm the correct billable weight and dimensions of the Company’s Package.

4.3. Taxes and duties are based on the “dutiable value” of the goods. Airpool will use all reasonable endeavours to calculate the taxes and duties as accurately as possible. Airpool will calculate and provide the Company with the final shipping total cost, international freight and the customs taxes and duties, (“Final Cost”) based on the recalculated billable weight and dimensions of the Company’s Package. The Company is responsible for payment of Final Cost, even if they differ from the original estimated cost. All Airpool invoices will include a breakdown of the international freight, taxes, and duties.

4.4. The Company will be required to pay the Final Cost for the shipment via Electronic Fund Transfer “EFT” once it receives the Final Cost invoice. Proof of payment of the Final Cost is due 24 (twenty-four) hours after receipt of the Final Cost Invoice. In no event will the Company’s Package be added to a consolidation before Airpool receives proof of payment of the Final Cost. In the event that the proof of payment of the Final Cost invoice is received after the 24 hour (twenty-four) cut of time, the Package will be included in the next available consolidation.

4.5. The Company is the only person authorised to pay for and release the shipment, including releasing any Package addressed to the Company’s friends or family members. The delivery address must be located in South Africa, Packages cannot be shipped to individuals in any other country.

4.6. The rate applied will be based on the weight bracket to any specific address included in the consolidation. For illustration purposes:
- 4.6.1. Example 1: 3 Packages from 1 Supplier
- 4.6.2. Example 2: 2 Packages from Supplier 1 and 1 package from Supplier 2
- 4.6.3. Example 3: 3 Packages from 1 Supplier and 1 piece is missing
- 4.6.4. Example 4: 3 Packages from 1 Supplier with 2 delivery addresses

5. WAREHOUSING AND STORAGE

5.1. In an effort to maximise consolidation, Airpool will store the Company’s Package for 7 days free of charge. This gives the Company time to ship the goods purchased from their Suppliers to the Airpool Hub. If the Packages are stored at the Airpool Hub for a time period exceeding 7 days, a warehousing fee will be charged based on a rate of ZAR 5.00 per Kg per day billable weight.

5.2. No Packages will be stored at the Airpool Hub for a time period exceeding 30 days. The Company will have the option at the expiry of the 30 days to have the Package returned to the Supplier or to have the Package destroyed. In this event both the return and destruction of the Package will be at the sole cost of the Company.

6. DELIVERY OF PACKAGE AND TRACKING

6.1. Airpool will make every reasonable effort to deliver the Package according to Airpool’s regular delivery schedules, but these schedules are not binding and do not form part of the agreement. Airpool is not liable for any damage or loss caused by delivery delays.

6.2. Packages can be delivered directly to most addresses, however Packages cannot be delivered to PO boxes or postal codes. Packages are delivered to the Receiver’s address given by Company but not necessarily to the named Receiver personally.

6.3. Airpool will provide live tracking of the Packages from it arriving at the Airpool Hub until final delivery. Tracking is provided by Airpool’s third party suppliers, Airpool takes no responsibility or liability for any delays or inaccuracy in the tracking provided.

7. UNACCEPTABLE PACKAGES

7.1. A Package is deemed unacceptable if:
- 7.1.1. No customs declaration is made when required by applicable customs regulations;
- 7.1.2. It contains counterfeit goods, alcohol or other items and conditions that may be prohibited or restricted by law or by Airpool’s Carriers’ Service Guides, incorporated herein by reference. The following items, including but not limited to, are not acceptable for carriage to any destination: money, explosives, human corpses or body parts, cash on delivery shipments, firearms, plants and seeds, perishables, pornography, hazardous waste, dangerous goods as deemed by ICAO (International Civil Aviation Organization) or other relevant organization dead or live animals or goods requiring special licencing
- 7.1.3. Batteries or any goods containing batteries and accessible/inaccessible hazardous goods
- 7.1.4. Its address is incorrect or not properly marked, the delivery address is a PO box, or its packaging is defective or inadequate to ensure safe transportation with ordinary care in handling; and
- 7.1.5. It contains any other item which Airpool decides cannot be carried safely or legally.

8. UNFORESEEN ADDITIONAL CHARGES

8.1. Additional charges are paid in addition to applicable transportation charges and apply whenever any optional service is requested, or a surcharge is required.

8.2. Any additional governmental or regulatory charge applicable to Airpool service which result in increased costs, will be passed on proportionately to the Company and included in the invoice issued by Airpool.

8.3. Airpool reserves the right to apply surcharges to recover costs associated with temporary emergency situations beyond its control which could not have been reasonably foreseen at the commencement of this User Agreement. These surcharges will apply in addition to existing rates.

8.4. The shipment of Packages to or from remote areas can result in additional charges.

8.5. Upon the Company’s negligence in providing accurate input of the Packages’ weights and/or dimensions, poor packaging which may distort the provided measurements, or as a result of requiring the shipment of uniquely shaped packages, the Company may incur additional handling charges and further increases to the billable weights and final transportation rates.

8.6. In the event that the Company incurs customs duties, customs stops, storage or detention fees or other government taxes imposed as a result of the shipment, these charges plus an administration fee will be billed directly to the Company.

9. APPOINTMENT OF AIRPOOL AS AGENT

9.1. The Company understands that Airpool provides a consolidation service acting as agent on behalf of the Consignee (The Principle based in South Africa). As such, Airpool, acting as agent will appoint an Importer of Record to import the goods on a consolidated basis. As the Importer of Record, Airpool Agent, shall follow all guidelines and requirements as set out in the South African Value-Added Tax Act 89 of 1991 (the “VAT Act”). A summary of the VAT Treatment is as follows:
- 9.1.1. Under section 7(2) of the VAT Act, the person liable to pay the VAT on importation, is the person referred to in section 7(1)(b) of the VAT Act, that is, the person importing the goods into the Republic of South Africa (the “Republic”). Under section 54(2A(a)) of the VAT Act, where goods are imported into the Republic by an agent acting on behalf of another person, being the principal, the importation is deemed to be made by the principal and not the agent; however, the bill of entry or other document prescribed under the Customs and Excise Act 91 of 1964 (“C&E Act”) in relation to that importation, may be held by the agent.
- 9.1.2. It is thus generally only the principal that imported the goods, being a vendor, that can deduct the VAT on importation, subject to the definition of “input tax” as defined in section 1(1) of the VAT Act, read with section 16(3) and (2) of the VAT Act.
- 9.1.3. Section 16(2)(d) of the VAT Act requires a vendor to be in possession of a bill of entry or other documentation prescribed by the C&E Act together with the receipt for the payment of the VAT in relation to the importation of the goods, in order to deduct the VAT paid on importation. Section 16(2)(dA) of the VAT Act on the other hand requires a vendor to be in possession of a statement issued under section 54(3)(b) of the VAT Act to make the deduction. This subsection applies when an agent imports goods on behalf of a vendor (the principal) and the agent is in possession of the bill of entry or other documentation prescribed by the C&E Act (including the receipt for the payment of the VAT on importation).

9.2. The Company will appoint Airpool to act as agent to manage all export, import and customs clearance procedures and to ensure that customs duties and taxes are paid to the relevant customs and tax authorities. Airpool will perform these functions based on the information the Company provides and, accordingly, Airpool will not be responsible or liable for any additional duties or taxes that are assessed if the information the Company provides is inaccurate or incorrect.

10. COMPANY’S WARRANTIES AND INDEMNITIES

10.1. The Company shall indemnify and hold Airpool harmless for any loss or damage arising out of Company’s failure to comply with the following warranties and representations:
- 10.1.1. All information provided by the Company is complete and accurate;
- 10.1.2. The Packages is acceptable for transport under clause 7 above;
- 10.1.3. The Packages was prepared in secure premises by reliable persons and was protected against unauthorized interference during preparation, storage and any transportation to the Airpool Hub;
- 10.1.4. The Company has complied with all applicable customs, import, export, privacy and data protection laws, sanctions, embargos, anti-bribery and other laws and regulations; and
- 10.1.5. The Company has obtained all necessary consents in relation to personal data provided to Airpool including Receiver’s data as may be required for transport, customs clearance and delivery, such as location addresses, e-mail address and phone numbers.

10.2. The Company agrees to indemnify and hold Airpool harmless from any liability for any under-declaration of value of goods or other misrepresentations made.

10.3. The Company will be liable and agrees to indemnify Airpool for any costs, penalties or fines which may be incurred if any shipment is found to violate any of these conditions and for any legal costs that Airpool incurs in connection with such violations. Airpool will have the right to terminate the Company’s account and use of Airpool services if any of the above agreements and acknowledgments is violated.

11. LIMITED LIABILITY FOR LOST OR DAMAGE

11.1. The conditions of carriage limit and in certain events exclude Airpool Carrier’s liability for loss, destruction, damage and delay and require claims to be made within strict time limits. The conditions of carriage are expressly incorporated herein by reference. Airpool is acting as agents only and will not accept any liability on the part of its Carriers or third parties who are governed by their respective rules, regulations and conditions.

12. EXTENDED PRODUCT COVERAGE

12.1. Airpool can arrange Extended Product Coverage on all goods being shipped. Extended Product Coverage includes: (i) a dedicated accounts representative (ii) bespoke logistic services (iii) extended liability cover (iv) dedicated support services (v) coordination of import VAT reclaim and (vi) coordination of tax compliance services (the “EPC”).

12.2. Airpool will charge a fee equal to a percentage of the value of the goods being shipped for providing the EPC. The Company agrees to all relating terms and conditions as laid out in the Shipment Protection Terms and Conditions, the terms incorporated herein by reference.

12.3. Airpool coordinates its import VAT reclaim and tax compliance services through its third-party suppliers. The Company acknowledges that when procuring the coordination of import VAT reclaim and tax compliance services an excess fee will be payable.

12.4. Notwithstanding the EPC listed in clause 12.1, the Company will not be eligible to procure extended liability cover, if you already have insurance on the goods being shipped.

12.5. The Company can opt into the EPC, this needs to be indicated prior to each shipment going live.

13. CONFIDENTIAL INFORMATION

13.1. The Terms and Conditions and documents expressly incorporated herein by reference, including any and all quotations, rates, proposals or statements of work, contain confidential information about Airpool, its Carriers and its affiliates. This confidential information is provided to the Company for the limited purpose of enabling the Company to utilise Airpool services and shall be held in strict confidence by the Company and may not be disclosed unless required by law.

13.2. Copies of the Terms and Conditions and documents expressly incorporated herein by reference may only be provided, and disclosure of the information contained within, may only be made to employees of the Company (on a need-to-know basis) and its named representatives who are bound to confidentiality with respect to the information, and shall not be disclosed to any third party.

13.3. The Company agrees not to post or publicly display the terms of the Terms and Conditions, or the pricing contained herein. The Company also agree that any discussions or negotiations regarding the pricing or any changes thereto (including but not limited to future pricing offerings) are also confidential and are subject to this provision of confidentiality.

13.4. The Company acknowledges that any disclosure of confidential information in breach of clause 11, may entitle Airpool to injunctive relief in addition to any and all other remedies.

14. DATA PROTECTION

14.1. For the purpose of the Terms and Conditions “Information” shall mean any content, data or other information transmitted to or from, or stored on Airpool’s information technology system. Airpool’s information practices are subject to Airpool's Privacy Policy, incorporated herein by reference.

14.2. The Company acknowledges that personal data relating to the Company may be processed by Airpool and any relevant third parties. The Company expressly consents to such processing (including any such transfer) on the understanding that any personal data will be processed fairly and lawfully in accordance with any applicable data protection legislation.

15. CIRCUMSTANCES BEYOND AIRPOOL’S CONTROL

15.1. Airpool shall not be liable for damages, any delay or failure to perform any of the terms and provisions of the Terms and Conditions arising from causes beyond its control, including but not limited to, electrical or magnetic damage to, or erasure of, electronic or photographic images, data or recordings, any defect or characteristic related to the nature of the shipment, any act or omission by a person not employed or contracted by Airpool, acts of God or public enemies, acts of civil or military authority, labour disputes, fires, riots, wars or conditions of war, embargoes, accidents, epidemics, floods or other unusually severe weather, closing or obstruction of highways, runways, bridges or ferries any of which have a material, substantial and adverse effect on Airpool’s ability to perform pursuant to the Terms and Conditions.

16. TERMINATION

16.1. The Company may terminate this User Agreement and use of their Airpool account at any time. Airpool may suspend or terminate the Company’s account if the Company fail to comply with any of the terms and provisions of the Terms and Conditions, and in the event of such suspension or termination Airpool will incur no liability to the Company.

16.2. In the event that the Company terminates this User Agreement, Airpool shall be entitled to proceed with the shipment of any goods that have been prepared or are in the process of being prepared by Airpool prior to the termination date.

16.3. Once a shipment has been approved by the Company, the shipment cannot be terminated. If the Company still wishes to terminate the shipment, the Company will be held liable for the full cost of the shipment.

17. ASSIGNMENT

17.1. The rights and obligations under the Terms and Conditions are personal between Airpool and the Company, and the Terms and Conditions herein shall not be assignable or otherwise transferrable by the Company, in whole or in part, without the written consent of Airpool. Airpool’s may assign all or any part of its rights and delegate its duties under the Terms and Conditions to any entity controlling, controlled by, or under common control of Airpool and/or its third-party suppliers.

18. SEVERABILITY

18.1. If any of the provisions of the Terms and Conditions are found by a court or any other competent authority to be void or unenforceable, such provision shall be deemed to be deleted from the Terms and Conditions and the remaining provisions of the Terms and Conditions shall remain and continue in full force and effect.

19. GOVERNING LAW

19.1. Any dispute arising under or in any way connected with the Terms and Conditions shall be subject to the exclusive jurisdiction of and governed by the laws of the Republic of South Africa and Company irrevocably submits to the exclusive jurisdiction of the courts of Johannesburg.