eBL Rulebook

Sila

The operator of the Services, as identified in the [General terms and conditions](/terms/).

Services

The Services as defined in the GT&C, and in particular the issue, holding, transfer, amendment, surrender and switch to paper of eBLs, and their transfer to and from other platforms.

Electronic bill of lading, eBL

A bill of lading issued, signed and existing in electronic form only, and transmitted electronically, using the Services, unless and until it is switched to paper. It contains the terms and conditions chosen by its Issuer. Any representation of the eBL, whether displayed on a screen or printed, is merely a copy and serves as a human-readable version.

Electronic record

Information generated, communicated, received or stored by electronic means, including, where appropriate, all information logically associated with or otherwise linked together so as to become part of the record, whether generated contemporaneously or not. Electronic records include electronic transferable records where the requirements of article 10 of the UNCITRAL Model Law on Electronic Transferable Records (MLETR) are met.

Exclusive control

The ability to use, transfer or otherwise dispose of an eBL or any other electronic record. See also Possession.

Possession

The state of being able to exercise exclusive control of an eBL, as the equivalent of possession of a paper bill of lading. In the Services, the User the register shows as an eBL's holder has possession of it.

Holder

The User in possession of an eBL, as the register shows it.

Issuer

The User that issues an eBL using the Services: the carrier, or the carrier's agent signing for it, or a freight forwarder or non-vessel operating common carrier issuing its own bill of lading as carrier.

Subsequent User

A shipper, holder, endorsee, pledgee, bank, consignee or ship agent that, having accepted this Rulebook, has become the holder of an eBL or receives its surrender, or is the carrier.

User

The Issuer and each and every Subsequent User from time to time. A User is an organisation, and acts through the persons it authorises in the Services.

Hand-over

The transfer of possession of an eBL made out to the order of a named party to that party, without endorsement.

Endorsement

Where, under the law applicable to an eBL, it is possible to transfer the eBL by endorsement, this is a reliable method of transfer. In the Services every endorsement names its endorsee; the Services make no blank endorsements.

Straight eBL

An eBL made out to a named consignee, or marked not negotiable. It passes only to the consignee it names, and is not endorsed.

Transfer

The passing of possession of an eBL from its holder to another User: by hand-over, by endorsement, by its return under clause 8.5 or, for a straight eBL, to the consignee it names.

Surrender for delivery

The holder's return of an eBL to the carrier, or to the carrier's ship agent at the port of discharge, against delivery of the goods.

Register

Sila's record of each eBL: who holds it, and every act on it, by whom and when.

Electronic signature

The signature that a person authorised by a User gives in the Services to take an act on an eBL, recorded by Sila with its evidence: the person, the User, the act, the eBL and the time.

Other platform

Another electronic bill of lading platform with which Sila exchanges eBLs under the published interoperability standards of the Digital Container Shipping Association (DCSA).

GT&C

Sila's [General terms and conditions](/terms/). In case of any conflict between the GT&C and this Rulebook, this Rulebook prevails.

2.1All Services relating to eBLs may only be used on the basis that the GT&C and this Rulebook apply, to the exclusion of any other terms and conditions.

2.2A User accepts this Rulebook before its first act on an eBL (issuing, handing over, endorsing, returning or surrendering it). The person authorised to sign for the User who takes that act can read the Rulebook in the Services, and the electronic signature of the act accepts it for the User. Sila records who signed, for which User, when, and which version.

2.3An eBL may pass to a User that has not yet accepted this Rulebook. That User holds it subject to this Rulebook from its receipt, and accepts the Rulebook before it acts on the eBL.

2.4This Rulebook constitutes an agreement between the Users, and between each User and Sila, acting on its own behalf and on behalf of all other Users from time to time.

2.5The Users agree to deal with each other electronically in respect of eBLs, as the law on electronic transactions allows them to agree (in Kuwait, Law No. 20 of 2014, Articles 4 and 5), and that this Rulebook governs the effect of those dealings between them.

2.6Sila does not undertake or accept any responsibility or liability for the performance of any obligation or duty owed by one User to any other User under this Rulebook or otherwise. Sila is not a party to any contract of carriage.

3.1Sila grants each User a licence to use the Services in accordance with this Rulebook. The licence is limited, non-exclusive and revocable, and Sila may revoke it at any time without having to give a reason.

3.2If the licence is revoked, any eBL that would otherwise be affected by the revocation may still be processed through to switch to paper or to surrender for delivery.

4.1Any use of the Services or of an eBL that is contrary to their purpose is prohibited.

4.2A User may not decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense or create derivative works from the Services.

5.1Use of eBLs requires each User to register an account in the Services. Users agree to give Sila accurate and complete registration information, and to inform Sila of any change to it.

5.2An eBL may only be issued to, held by and transferred between Users that Sila has verified. Sila verifies each organisation from the papers its role requires (for example, its commercial registration, the authority of those who sign for it and, for a carrier, its terms of carriage) or, for a bank, a shipping line or a ship agent that Sila's team onboards directly, when it opens its account. Sila may verify again at any time.

5.3Sila's verification establishes who an organisation is and who may sign for it. It does not establish the organisation's standing, solvency or performance. It remains the duty of each User to satisfy itself about the organisations with which it transacts, and Sila accepts no liability in this regard.

5.4Sila may suspend a User, including on a match with a sanctions list that Sila's reviewer has confirmed. While a User is suspended, no eBL may be issued to it or pass to or from it; an eBL it holds may still be switched to paper or surrendered for delivery, as the law allows.

6.1In consideration of the fees agreed, if any (GT&C, Fees), Sila makes the Services available to the Issuer to issue its eBL, and to Subsequent Users to receive, hold, pledge, transfer and surrender the eBL.

7.1Some jurisdictions require particular legal acts, permits or other conditions for the issue or circulation of bills of lading. Sila does not check whether the Issuer has a right to issue or circulate bills of lading. It is the Issuer's duty to provide everything its jurisdiction requires to issue and circulate bills of lading.

7.2Sila has no liability or responsibility for ensuring any User's compliance with any requirements under the law applicable to an eBL, including any requirements for the bill of lading to qualify as a valid eBL. By this Rulebook Sila does not purport to give legal advice relating to English law, or otherwise, concerning eBLs.

7.3It is a condition of the use of the Services that no paper bill of lading is issued for the same goods at the same time as the eBL, and that a paper bill of lading will only come into being, if at all, in the circumstances set out in clause 12 (Switch to paper).

7.4Sila is not responsible for the content of an eBL or of any other electronic record created or sent through the Services.

7.5The carrier, whether it is the Issuer or a Subsequent User, irrevocably appoints Sila as its agent for the purpose of acknowledging that the carrier holds the goods to the order of the shipper or of any transferee of the eBL.

7.6The transfer of constructive possession of the goods after the issue of an eBL is effected by the transfer of the eBL, such that the carrier acknowledges that it holds the goods described in the eBL to the order of the transferee, subject to any further requirements under the applicable law.

7.7If any transferee refuses to accept the novation of the contract of carriage in accordance with clause 9, the carrier thereupon ceases to hold the goods to the order of that transferee, and constructive possession of the goods remains with the immediately preceding transferee or, if none, with the shipper.

7.8Only one User may have possession and exclusive control of an eBL at any one time. Sila uses its register, in which each act is signed by an identified person for a verified User, as a reliable method (a) to establish exclusive control over the eBL and (b) to identify the User in control.

8.1The Issuer issues every eBL, a straight eBL included, to the shipper, which is its first holder.

8.2An eBL made out to the order of a named party is handed over to that party without endorsement. From that party on, each holder passes it by endorsement to a named endorsee.

8.3A straight eBL passes, without endorsement, only to the consignee it names.

8.4The Services offer the holder the next party on the eBL's path, which follows the eBL's form and how the goods are paid for: under a documentary credit, the nominated bank, the issuing bank and then the applicant; under a documentary collection, the remitting bank, the collecting bank and then the drawee; otherwise, the buyer. A holder may pass the eBL to a later party on the path at its own risk, but never to the buyer ahead of a bank to whose order the goods are consigned.

8.5A bank passes an eBL on, or returns it, under its own reference: honouring, releasing or refusing is the bank's decision, taken in its own system, and Sila records it. A bank that refuses documents under a credit returns the eBL to the User that presented them (UCP 600, Article 16); under a collection, the eBL is returned when the collection is unpaid or unaccepted (URC 522, Article 26). A return passes possession as an endorsement does.

8.6The holder may transfer an eBL to a party on an other platform, or surrender it there, as clause 16 provides.

9.1The Issuer and each and every Subsequent User irrevocably appoint Sila as their agent for the sole and limited purpose of effecting the novations referred to in clause 9.2.

9.2It is expressly agreed between the Issuer and Sila, as agent for each and every Subsequent User, that each and every Subsequent User, upon accepting this Rulebook and becoming a transferee of the eBL, thereupon becomes a party to the eBL by novation, the eBL evidencing the contract of carriage between the Issuer and the Subsequent Users. Subject to any further requirements under the law applicable to the eBL, for which Sila is not liable, the Issuer and each Subsequent User accept, firstly, that the electronic signature on the eBL has precisely the same force and effect as a manuscript or printed signature on a paper bill of lading and, secondly, that the eBL has precisely the same status and attributes as a paper bill of lading, so that the transfer of title and the transfer of rights and liabilities operate in precisely the same manner as if the eBL were a paper bill of lading. All Users undertake not to deny these effects.

9.3Further, subject to any further requirements under the law applicable to the eBL, any third party transacting on the basis of the eBL likewise recognises and accepts that the transfer of title and the transfer of the parties' rights and liabilities operate in precisely the same manner as if the eBL were a paper bill of lading.

9.4Notwithstanding the foregoing, a bank that takes possession of the eBL as pledgee, or in the course of a documentary credit or a documentary collection, does not thereby become a party to the eBL by novation unless it takes steps to make a claim under the eBL.

10.1The eBL has the same status and attributes as a paper bill of lading. All Users undertake not to deny these effects. For that reason, and in accordance with clauses 7 and 9, the Issuer and each and every Subsequent User may sue and be sued in precisely the same manner as if the eBL were a paper bill of lading.

10.2To the extent that this is not recognised in any jurisdiction, the holder may call for a switch to paper (clause 12), and the Issuer must switch the eBL to paper at the request of any Subsequent User for the purpose of any process relating to the contract of carriage evidenced by the eBL.

10.3The rights of any User, the shipper included, under the eBL are extinguished once the eBL has been transferred to a Subsequent User. The shipper may still be liable under the eBL after its transfer, but the liability of any other User under the eBL is extinguished upon its transfer. Where the shipper is also the charterer under a charterparty for the carriage of the goods, it is the charterparty rather than the eBL that evidences the contract of carriage between them; as soon as a Subsequent User other than that shipper has taken possession of the eBL, the eBL evidences the contract of carriage.

10.4The content of an eBL is created by its Issuer. Sila cannot change an issued eBL. The only one accountable for the content of the eBL is its Issuer.

10.5The parties to the contract of carriage evidenced by the eBL expressly agree that the electronic signature of the eBL, and of every act on it, is a valid signature, and undertake not to deny this.

11.1The holder may ask the Issuer to amend an eBL. While an amendment is asked, the eBL is with its Issuer for amendment: it cannot be transferred or surrendered, and its holder is unchanged.

11.2The Issuer amends the eBL by issuing a new version of it in the Services. The new version replaces the earlier one, which ceases to have effect; the register keeps every version.

11.3The Issuer may decline an amendment, giving its reason in the Services, and the holder may withdraw its request until the Issuer has acted on it. In either case the eBL stays as it was, with its holder.

12.1At any time before delivery of the goods covered by an eBL, the Issuer undertakes, at the request of its holder, to accept the return of the eBL, end it in the Services and issue a paper bill of lading in its place. The paper bill of lading replicates precisely the wording of the eBL, together with the terms and conditions contained in and incorporated by reference into the eBL. It states the date of issue of the eBL and the date of the switch to paper, and has attached to it a printout of the register's record of the holders and endorsements of the eBL between its issue and the switch. It includes a statement that the document has been converted, that the eBL ceases to have effect, and that all rights and liabilities relating to the document continue to have effect in relation to the paper bill of lading.

12.2The Issuer may refuse a request only for a reason it records in the Services, which the holder sees; the eBL then stays electronic, with its holder.

12.3In respect of any further requirements of the law applicable to the eBL, Sila is not liable and has no responsibility for ensuring that the switch to paper is valid under that law. Users should check the requirements of that law before switching to paper.

13.1Paper bills of lading are commonly issued in sets of three originals. Users are on notice that an eBL exists in one original only.

14.1The eBL sets out the terms chosen by its Issuer and is subject to those terms, to any terms incorporated by reference (from, for example, a charterparty) and to any provisions of an international convention or national law compulsorily applicable to a paper bill of lading, including, where it applies, Kuwait's Maritime Commercial Law (Decree-Law No. 28 of 1980). The Issuer, each and every Subsequent User and any third party transacting on the basis of the eBL agree that each and all of these terms apply to the eBL as a matter of law or, by this Rulebook, as a matter of contract.

14.2The carrier, as Issuer, may clause the eBL with remarks as to the leading marks, number, quantity, weight or apparent good order and condition of the goods, and such remarks have the same effect as if contained in a paper bill of lading.

14.3If the carrier is a Subsequent User, it may ask the Issuer to insert remarks in the eBL and, if the Issuer refuses to do so, it may call for a switch to paper in accordance with clause 12.

15.1The holder surrenders the eBL for delivery to the carrier's ship agent at the port of discharge, where that agent is a User, and otherwise to the carrier. The carrier or its agent accepts the surrender, or refuses it with its reason, in the Services. Until it answers, the eBL cannot be transferred.

15.2On acceptance, the eBL is accomplished: the register marks it surrendered, and no further transfer of it is possible. The carrier, or its agent, then issues the delivery order for the goods.

15.3On refusal, the eBL stays with its holder.

15.4The carrier is entitled to require reasonable proof (for example, official identification documents, or other documents agreed between the carrier and the holder) that the person taking delivery of the goods is entitled to do so.

16.1Where Sila is connected to an other platform, the holder may transfer an eBL to a party on that platform, or surrender it to a carrier there, in an envelope that Sila signs under the DCSA standards. Possession passes when the other platform confirms receipt; if it refuses the eBL, the eBL stays with its holder in the Services.

16.2An eBL received from an other platform is held in the Services under this Rulebook from its receipt, with the record of its history before it came to Sila.

16.3Sila is not responsible for the operation of other platforms, nor for their rules.

17.1Sila exercises reasonable endeavours to meet the reliability criteria set out in the UNCITRAL Model Law on Electronic Transferable Records (MLETR) and the United Kingdom's Electronic Trade Documents Act 2023. More specifically:

• only Users that Sila has verified, acting through persons who each have their own account, can hold an eBL or act on it;
• the register shows one holder for each eBL at any one time, and refuses any act by a User other than the one entitled to take it;
• every act on an eBL is signed by the person who takes it and kept in Sila's ledger, a tamper-evident record of every act;
• Sila exercises reasonable endeavours to implement and maintain internationally recognised standards on information security, such as ISO/IEC 27001, reviewed and updated as necessary;
• Sila protects electronic records with encryption in transit and at rest, and keeps them so that their integrity can be checked;
• Sila reviews applicable regulations, industry standards and its security practices regularly, and adopts the updates they require.

18.1Sila is not under any liability whatsoever to any User or to any third party for any loss, damage or delay of whatsoever nature, whether direct or indirect, physical or financial, due to a cause or combination of causes any of which is beyond the reasonable control of Sila.

18.2Sila does not represent or warrant that the Services will be error-free or free of viruses or other harmful components, that defects will be corrected, or that the Services will always be accessible. Sila does not warrant or represent that the information available on or through the Services will be correct, accurate, timely or otherwise reliable. Sila may make improvements or changes to the features, functionality or content of the Services at any time.

18.3Except as provided in clause 18.2, Sila accepts liability, up to but not exceeding the limit in clause 19, where a User suffers loss, damage or delay directly caused by a failure of the Services for a reason within the reasonable control of Sila.

19.1If Sila is under any liability whatsoever, whether in contract, tort or otherwise, to a User or to any third party, that liability is limited to three hundred thousand Kuwaiti dinars (KWD 300,000) per User per year and one million five hundred thousand Kuwaiti dinars (KWD 1,500,000) overall per year, inclusive of all interest and costs.

19.2Sila will insure its potential liability under this clause with insurers incorporated and regulated in the State of Kuwait, another member state of the Gulf Cooperation Council, a member state of the European Union, the United Kingdom, Switzerland or the United States.

20.1For the purpose of this Rulebook, force majeure means any event or circumstance whatsoever beyond the reasonable control of Sila that prevents, hinders or delays the fulfilment of its obligations. Such events include, but are not limited to, acts of God, natural disasters, fires, explosions, pandemics, cyber attacks, government actions or restrictions, regulatory changes, labour strikes, power outages, network failures, technological errors or glitches in the technology employed, wars, civil unrest, terrorist activities or any other unforeseen events.

20.2If a force majeure event occurs, Sila is not liable for any failure or delay in the performance of its obligations related to the Services, provided that the failure or delay is directly caused by the force majeure event.

20.3Sila makes reasonable efforts to notify affected Users of a force majeure event as soon as possible, takes reasonable steps to mitigate its effects, and resumes performance as soon as reasonably practicable.

20.4If a force majeure event continues for more than 48 hours, Sila may suspend or terminate the affected Services without liability. The parties then discuss possible alternative solutions, but Sila is not obliged to compensate any loss or damage resulting from the suspension or termination. An eBL affected may still be switched to paper under clause 12.

20.5Unless expressly agreed otherwise, force majeure does not waive any payment obligations accrued before the event, nor does it excuse obligations unrelated to the affected Services. This clause survives the termination or expiry of this Rulebook for any reason.

21.1Sila warrants that it holds any licence it needs to operate the Services.

21.2Sila may investigate complaints or reported breaches of this Rulebook and take any action it deems appropriate, including reporting suspected unlawful activity to law enforcement officials, regulators or other third parties, and disclosing to them any information necessary or appropriate, including User profiles, e-mail addresses, usage history, uploaded materials, IP addresses and traffic information.

21.3To monitor unlawful activity and prevent fraud, Sila keeps system logs and the history of Users' access to and interaction with the Services.

21.4Each person acting for a User signs with their own account's credentials. Sila cannot sign, transfer, surrender or otherwise act on an eBL on a User's behalf. Each User is responsible for its people's safe custody of their credentials and for removing, in the Services, anyone who no longer acts for it. Sila is not liable for any loss arising from the use of a User's credentials by anyone else, unless caused by Sila's own failure.

21.5Sila screens Users, and the persons who sign for them, against sanctions lists. A possible match is reviewed by Sila alone; a match that Sila's reviewer confirms leads to suspension under clause 5.4.

22.1This Rulebook is governed by and construed in accordance with English law. Where the bill of lading provides for a different law, this Rulebook is still construed in accordance with English law.

22.2Any dispute or difference whatsoever between a User and Sila arising out of or in connection with this Rulebook is referred to arbitration in Kuwait under the rules of the Kuwait Commercial Arbitration Centre, in English. If for any reason the arbitration cannot proceed, the courts of the State of Kuwait have jurisdiction.

22.3Disputes between Users under the contract of carriage are governed by the law and jurisdiction that the eBL provides for.

22.4Third parties transacting on the basis of an eBL are deemed to accept this Rulebook and all terms of the eBL, but no third party has any rights arising out of or in relation to this Rulebook, and the Contracts (Rights of Third Parties) Act 1999 does not apply.

23.1An eBL or an electronic record shall not be denied legal effect, validity or enforceability on the sole ground that it was issued or used electronically.

24.1Sila may revise this Rulebook and publishes each version, with its number and date, in the Services. A revision does not prejudice Users in relation to an eBL issued before it, which remains governed by the version under which it was issued.

24.2Each User accepts a new version, by the electronic signature of a person authorised to sign for it, before its next act on an eBL.

25.1This Rulebook, together with the GT&C, constitutes the entire agreement for the access to and use of the Services for eBLs and the transfer of eBLs. If any provision of this Rulebook is unlawful, void or unenforceable, that provision is deemed severable from the remaining provisions and does not affect their validity and enforceability.

26.1If a User believes there has been unauthorised use of its account or of an eBL, it must notify Sila at once at sila.team.kw@gmail.com.

26.2For questions about this Rulebook or the Services, contact us at sila.team.kw@gmail.com.