General terms and conditions

1.1The Sila services (the "Services") are offered by Sila ("Sila", "we", "us" or "our").

1.2By using the Services you enter into an agreement with Sila. These General terms and conditions ("GT&C"), together with the notices in the Services, the Privacy policy and any separate written agreement between Sila and your organisation, form the entire agreement between you and Sila on your use of the Services. Where a separate written agreement conflicts with these GT&C, the separate agreement prevails.

1.3"Services" means:

• the Sila website;
• the Sila platform and its workspaces;
• request links and exchange spaces;
• the public verification page;
• Sila's application programming interfaces, including those for electronic bills of lading;
• the ledger, and the anchoring of its fingerprints to a public blockchain;
• sandbox, demonstration and workflow simulation environments.

1.4The Services are for organisations: businesses, public bodies and the people who work for them. They are not available to anyone under the age of 18 or anyone who lacks legal capacity to contract.

1.5If you accept these GT&C on behalf of an organisation, you warrant that you have the authority to bind it. You must not use the Services if you do not agree with these GT&C.

Workspace

An organisation's place in the Services, where the people it adds work in the roles it gives them.

Administrator

A user who manages an organisation's workspace: its people, their roles and its settings.

Shipment file

The shared record of one shipment: its parties, its documents, the checks on them, its messages and every action taken on it.

Release

The importer's act of making a document on its shipment file available to another party on that file.

Request link

A link e-mailed by Sila that lets a party without an account view what was shared with it and submit what was asked of it.

Exchange space

A request link an importer opens with its bank on one shipment file, for a limited period, to share documents both ways.

Uploaded content

Any content submitted to the Services, including documents, data entered into forms and messages.

Ledger

Sila's tamper-evident record of actions, whose fingerprints are anchored to a public blockchain.

Electronic bill of lading, eBL

A bill of lading issued, held and transferred as an electronic record in the Services or through an interoperable platform.

3.1Each natural person must have their own account. You must not rent, sell, lend, transfer or share your credentials with anyone.

3.2Your password, second factor, passkeys and any other credential are confidential. You must keep them so, and tell us at once if you believe they have been used by someone else.

3.3Acts done under your account are attributed to you and to the organisation in whose workspace you act.

3.4Sila may verify the identity of organisations and persons, including commercial registrations, licences and authorised signatories, to provide the Services, comply with the law and keep the platform secure. Sila may repeat verification at intervals or when the details change, and shows each organisation's verification status to the other parties on its files.

3.5Administrators decide who works in their organisation's workspace and in which role. Each organisation is responsible for the people it adds and for their compliance with these GT&C.

3.6You must not impersonate any person or organisation, create false identities or act through multiple entities to mislead.

4.1A request link lets the party it was sent to view what was shared with it and submit what was asked of it, without an account, until the request is done, closed or expires.

4.2Anyone who holds a request link can use it. Send a link only to the party it is meant for, and close it, or tell us, if it reaches anyone else.

4.3An exchange space ends on its expiry date or when the importer closes it. Access to what was shared through it ends with it; what the bank was asked to provide and did not becomes the importer's to provide again.

5.1Uploaded content belongs to you or to your organisation. Sila does not rent, sell, trade, lend, lease, publicly display or create derivative works of uploaded content, except as these GT&C provide or as agreed with you.

5.2You warrant that, to the best of your knowledge, what you upload is accurate and genuine, that you have the right to upload it, including any personal data it contains, and that it does not infringe anyone's rights.

5.3You grant Sila a non-exclusive, royalty-free, worldwide licence to store, process, transmit, translate and display uploaded content as needed to provide the Services, in line with the releases, sharing and settings of the shipment file it belongs to. The licence ends when the content is deleted, subject to the retention set out in the Privacy policy.

5.4Uploaded content is shared only under the rules of its shipment file: documents reach the importer first, and other parties only as the importer releases them; the customs authority and approving agencies see a file only when it is shared with them.

5.5Sila does not vouch for uploaded content, its accuracy, validity or fitness for any purpose. A correction adds a new version of a document; earlier versions remain on the record.

5.6Sila applies automated processing to uploaded content to provide the Services: security checks on files, the reading of a document into fields that its sender confirms, and checks that apply fixed rules to codes and confirmed fields. Uploaded content is not used to train models.

6.1Sila makes no decision that belongs to the customs authority, a government agency, a bank, a carrier or any other party. Each makes its decision in its own system; Sila carries the request and records the decision with that body's reference.

6.2Sila's checks and flags are fixed rules that help the parties prepare. They are not legal, tax, customs or financial advice, and do not guarantee clearance, release, payment or acceptance of any document.

6.3Customs declarations are filed by licensed customs brokers in the customs authority's own system, and responsibility for a declaration remains with the declarant.

6.4Under a documentary credit, the documents are examined by the banks under the credit's terms. Sila carries the documents and the banks' requests; it does not examine documents for a bank.

7.1Consequential acts in the Services, such as sending a document, releasing it, approving a declaration or transferring an electronic bill of lading, are signed by the person who takes them, and the evidence of each signature is recorded.

7.2You agree that signatures and records made in the Services may be relied on as evidence of the acts they record, to the extent permitted by the law on electronic transactions that applies to them.

7.3Each record is fingerprinted, and its fingerprint is anchored to a public blockchain. Fingerprints written to a public blockchain are permanent and cannot be removed; they contain no personal data and no uploaded content.

8.1Electronic bills of lading are issued in the Services by carriers and their agents, and title passes as the Services record a transfer from one holder to the next.

8.2Sila is not a party to any contract of carriage. The legal effect of an electronic bill of lading depends on the contract of carriage and the law that applies to it.

8.3Transfers to and from other electronic bill of lading platforms use published interoperability standards. Sila is not responsible for the operation of other platforms.

9.1Any conduct in connection with the Services that could cause loss, damage or harm to Sila or its users is prohibited, including:

• any unlawful use of the Services;
• uploading false, forged or altered documents;
• any attempt to gain unauthorised access to the Services, or to the data, credentials or accounts of other users;
• any attempt to circumvent the Services' restrictions or protections;
• data mining, scraping or extracting data from the Services with automated tools, except through the interfaces Sila provides for that purpose;
• uploading viruses or other malicious content;
• using the Services, or their material, in a way that could damage Sila or harm other users.

9.2The Services may not be used by, or for the benefit of, persons subject to sanctions administered by the United Nations, the European Union, the United States of America or any authority with jurisdiction over Sila or its users. Sila screens the parties on its files against these lists, and may refuse, suspend or end any use that would breach them.

10.1Sila uses usage data and security and audit data to operate, secure and improve the Services, as described in the Privacy policy.

10.2Sila may compile anonymised, aggregated statistics from the use of the Services, such as the number of files or documents in a period. Aggregated data cannot identify an organisation or a person, and Sila may use it for any purpose.

11.1Sila owns, or is licensed to use, all intellectual property rights in the Services and their material. You receive a limited, non-exclusive, non-transferable right to use the Services in accordance with these GT&C.

12.1Some Services are free; others are subject to the fees set out in a separate written agreement or in a price list shown to you before you incur them.

12.2Sila will give at least 30 days' notice before introducing a fee for a Service you already use free of charge.

13.1Some functions of the Services rely on third-party services, such as e-mail delivery, public registries and sanctions lists, automated document reading, a public blockchain network, other electronic bill of lading platforms and the systems of public authorities. Sila transmits to them only the data each function needs, in accordance with the Privacy policy.

13.2Where Sila selects a third-party service, it exercises due care in that selection, but is not liable for the performance of the service or its outcomes. Where Sila is required by law or circumstance to use a particular service, Sila is not liable for its availability, performance or outcomes.

14.1To the extent permitted by law, the Services are provided "as is" and "as available", and Sila makes no express or implied representations or warranties of any kind about them.

14.2Complete security on the internet is not possible. Sila takes reasonable measures, in line with industry standards, to secure the Services; you are responsible for the security of your own credentials and devices.

14.3To the fullest extent permitted by law, Sila, its officers, employees and contractors are not liable for any indirect, incidental, special, punitive or consequential damages, or for loss of profits, revenue, data, use or business, arising out of or in connection with the Services, however caused, even if advised of the possibility of such damages. Sila is not liable for the decisions of the customs authority, government agencies, banks, carriers or other parties.

14.4If an exclusion of liability is found unenforceable, in whole or in part, liability is limited to the fullest extent the law allows. Nothing in these GT&C excludes or limits a liability that cannot be excluded or limited by law.

14.5Sila is not liable for the Services being unavailable, or for a delay or failure in performance, caused by events beyond its reasonable control.

15.1You agree to indemnify Sila against any damages, liabilities, costs, claims and expenses arising out of your breach of these GT&C or your misuse of the Services.

16.1Sila processes personal data in accordance with the Privacy policy and the data protection law that applies to it.

16.2For account, sign-in, security and audit data, Sila acts as data controller. For uploaded content, Sila processes personal data on behalf of the organisations that submit and release it, which are responsible for having a lawful basis to do so.

17.1Sila may limit, suspend or end a user's or an organisation's access to the Services if:

• it is necessary to prevent harm to the Services, their users or any system;
• the user attempts to access or use the Services without authorisation, including any attempt to reach data of other users;
• the user uses the Services contrary to their purpose or to the law;
• the user breaches these GT&C.

17.2You may stop using the Services at any time, and an organisation's administrator may close its workspace. Records that must be kept are kept for the periods set out in the Privacy policy.

18.1If any provision of these GT&C is void, invalid or unenforceable, the remaining provisions remain in full force and effect.

19.1Sila may assign or transfer its rights and obligations under these GT&C, and subcontract their performance. You may not assign or transfer your rights or obligations under these GT&C without Sila's written consent.

20.1Sila may amend these GT&C. Unless stated otherwise, amended GT&C take effect 30 days after they are published on the Sila website, and Sila notifies users of material changes in the Services or by e-mail. Continuing to use the Services after that date means accepting the amended GT&C.

21.1These GT&C are governed by and interpreted under the laws of the State of Kuwait.

21.2The courts of the State of Kuwait have exclusive jurisdiction over any dispute arising out of or in connection with these GT&C, including their breach, termination or validity.

22.1Nothing in these GT&C or in the Services is legal advice, or advice of any other kind.

22.2The Services may include links to other websites, provided for convenience. They do not imply that Sila endorses those websites, and Sila is not responsible for their content.

22.3For questions about these GT&C, contact us at sila.team.kw@gmail.com.