Guidance Note. The Bolero software allows users to create and manage electronic trade documents for the logistics industry, such as electronic bills of lading (eBLs). These terms of use govern the relationship between each user and Bolero.
  1. Application

    As a condition to using the System, you as an individual or on behalf of your organisation (as User) agree to these Terms of Use.

    Guidance Note. The Bolero software may be provided as standalone software or as functionality within other software. In addition to these Terms of Use, a User may need to enter a separate agreement with Bolero, an affiliate of Bolero or a third-party to access the software or functionality.
  2. Definitions and interpretation

    Action means any transaction in relation to a Trade Document, including, to the extent applicable to that Trade Document, create, transfer, surrender, clausing, endorsing, accomplishment, amendment and rejection.

    Affiliate of a party, means any person or entity controlling, controlled by, or under common control with that party.

    Bolero Rulebook means a Rulebook established by System Provider.

    DPA means the WiseTech Global Data Processing Addendum, available at https://wisetechglobal.com/legal/dpa.

    Holder means the System User having exclusive control of a Trade Document.

    Laws means all international, federal, state, and local laws, treaties, conventions, regulations, sanctions, trade restrictions and other legal requirements.

    MLETR Law means a local law modelled on the UNCITRAL Model Law on Electronic Transferable Records (2017), including the Electronic Trade Documents Act 2023 (UK) and the Electronic Transactions Act 2010 (Singapore).

    Public Organisation Details means:

    1. organisation name and company or VAT number;
    2. organisation address; and
    3. Bolero registered identifier (RID).

    Representative in relation to a User, means an Affiliate of the party, or officers, employees, agents, contractors and professional advisers of the party or an Affiliate of the party, and includes each person who accesses the System under the User’s account.

    Rulebook means a rulebook or bylaws for Trade Documents and includes each Bolero Rulebook.

    Guidance Note. The Bolero software may be interoperable with other software for trade documents. Bolero users may interact with trade documents subject to rulebooks other than those established by System Provider.

    System means the software or any successor software provided by the System Provider.

    System Provider means Bolero International Limited.

    System User means each person granted access to the System by System Provider and includes User but does not include System Provider.

    Terms of Use means these Bolero Terms of Use 2025.1.

    Trade Document means a record on the System which entitles the Holder to claim the performance of the obligation indicated in the record and includes bills of lading, bills of exchange, promissory notes and warehouse receipts.

    User has the meaning given in clause 1.

  3. Guidance notes

    Guidance notes are not part of these Terms of Use. They may be updated from time to time by System Provider without creating a new version of these Terms of Use.

  4. User responsibilities
    Guidance Note. Users are responsible for ensuring that information required by law or contract to be included in a trade document is included, is correct and meets any applicable requirements.
    1. By taking any Action on a Trade Document indicated by the System to be subject to a Rulebook, User agrees to comply with that Rulebook and by doing so enters a multilateral contract including all other System Users who are or become parties to that Trade Document.
    2. By taking any Action on a Trade Document indicated by the System to be subject to an MLETR Law, User agrees to do all things necessary to give effect to the MLETR Law in respect of that Trade Document.
    3. User must all times:
      1. use the System in accordance with any product documentation notified to User by System Provider;
      2. not do anything that may adversely impact on the integrity of the System;
      3. ensure that information it provides to System Provider or enters into the System is accurate and complete; and
      4. comply with all Laws applying to User’s use of the System.
    4. User is responsible for and must ensure User’s Representatives comply with these Terms of Use.
  5. System Provider responsibilities

    System Provider must ensure that the System:

    1. maintains a reliable record of all Actions that allows the Holder to be determined; and
    2. provides Holders with exclusive control of their Trade Documents.
  6. Data Processing

    The parties agree that the DPA applies to the processing of any personal data by System Provider in connection with use of the System.

  7. Consent to organisation listing

    To facilitate the exchange of Trade Documents on the System, User acknowledges that the System may include a searchable directory of System Users. User consents to the sharing of User’s Public Organisation Details with other System Users for this purpose.

  8. Suspension and termination
    1. System Provider may suspend or terminate User’s access to the System if:
      1. System Provider determines in its discretion that User has breached a provision of these Terms of Use; and
      2. if the breach is capable of remedy, System Provider has first given User reasonable prior notice (given the circumstances and in System Provider’s discretion) and an opportunity to remedy the breach.
    2. If System Provider suspends or terminates User’s access to the System under clause 8.1, then User acknowledges and agrees that:
      1. System Provider may require the immediate conversion to paper of any Trade Document to which User is a party; and
      2. User must do all things necessary to give that conversion effect.
  9. Disclaimer and limitation of liability

    System Provider:

    1. is not liable for any error or omission of any System User or third party affecting the legal validity of a Trade Document;
    2. is not liable for any loss or damage arising in connection with a Rulebook, including any System User’s non-compliance with a Rulebook;
    3. except as expressly provided in these Terms of Use, makes no representations and gives no warranties regarding the functionality or reliability of the System;
    4. is not liable for any indirect, incidental, special or consequential loss or damage or damages for any loss of profits, revenue, goodwill, business opportunity or data incurred by User or any third party, however caused, arising in relation to these Terms of Use or their subject matter even if System Provider has been advised of the possibility of such damages; and
    5. will have a total aggregate liability to User for any loss or damage arising in connection with the System and these Terms of Use howsoever arising, whether in contract, tort (including negligence), statute or otherwise, limited to 10,000 US dollars.
  10. Dispute resolution
    1. The parties must use their reasonable endeavours to resolve all disputes, controversies or claims arising out of, relating to or in connection with this agreement expeditiously using informal dispute resolution techniques such as using mediation, expert evaluation or other techniques agreed to by them.
    2. If the parties cannot resolve a dispute in accordance with clause 10.1, then the parties agree to refer their dispute to arbitration for resolution in accordance with the Australian Centre for International Commercial Arbitration (ACICA) Arbitration Rules. The seat of arbitration will be Sydney, Australia. The language of the arbitration will be English.
  11. Transitional provisions for Bolero Rulebook 1999
    1. User acknowledges and agrees that:
      1. the default Rulebook for the System is the Bolero Rulebook 1999;
      2. if the System does not indicate a Trade Document is subject to another Rulebook or MLETR Law, then the Bolero Rulebook 1999 and BAL Service Contract apply to that Trade Document (Default Rules); and
      3. as a pre-condition to taking any Action on a Trade Document subject to the Default Rules, User agrees that by accepting these Terms of Use it enters into the BAL Service Contract (available at https://www.cargowise.com/media/wjsjpe0z/bal-service-contract.pdf) and agrees to comply with the Bolero Rulebook 1999 (available at https://www.cargowise.com/media/k5hpl0m2/bolero-rulebook.pdf).
    2. For any Trade Document subject to the Default Rules:
      1. User authorises Bolero and its Affiliates to create and store a user Certificate on Customer's behalf and to apply that Certificate to Messages that Customer sends; and
      2. User authorises Bolero and its Affiliates to direct the Carrier under a Bolero Bill of Lading to switch it to paper on Customer's behalf as provided in section 3.7 of the Bolero Rulebook 1999 if either of the following events occurs:
        1. Customer is Designated the current Holder of that Bolero Bill of Lading and Customer ceases to be Enrolled as a User of the Bolero System, or
        2. the Carrier under a Bolero Bill of Lading of which Customer is Designated the Holder ceases to be Enrolled as a User of the Bolero System.
  12. General
    1. Interpretation. In these Terms of Use, the following rules of interpretation apply unless the contrary intention appears:
      1. a term used with an initial capital letter indicates that the term is defined in these Terms of Use and is to be interpreted accordingly. If the same term is used without an initial capital letter, then it will be given its normal meaning without reference to the definition;
      2. the singular includes the plural and vice versa;
      3. the word including or any other form of that word is not a word of limitation;
      4. if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning; and
      5. a reference to:
        1. a person includes a natural person, partnership, joint venture, government agency, association, corporation, trust or other body corporate;
        2. a law or regulation includes the law or regulation as amended, consolidated or replaced from time to time; and
        3. a party includes its agents, successors and permitted assigns.
    2. Notices. Notices may be given in any way permitted by the System or otherwise by email to:
      1. System Provider at company.secretary@wisetechglobal.com; and
      2. User, at the email address registered by User for access to the System.
    3. Authority. Each User who accepts these Terms of Use on behalf of an organisation, represents and warrants that they have authority to bind their organisation.
    4. Amendments. System Provider may amend or replace these Terms of Use, the DPA or a Bolero Rulebook at any time in its discretion by at least 30 days’ notice to User (Amendment), provided that, except with User’s consent, an Amendment will not apply to any Trade Document already in existence at the time the Amendment takes effect. By continuing to use the System after the date the Amendment takes effect, User is taken to agree to the Amendment.
    5. Rights of Third Parties. Any rights of third parties, including under the Contracts (Rights of Third Parties) Act 1999 (UK) or another Law, are expressly excluded.
    6. Waiver. A waiver of any right or remedy is only effective if given in writing and is not to be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, not does it prevent or restrict the further exercise of that any other right or remedy.
    7. Severability. Any clause of these Terms of Use that is held wholly or partially invalid or unenforceable is severed to the extent that it is void or unenforceable. The validity or enforceability of the remainder of these Terms of Use is not affected.
    8. Assignment. System Provider may assign these Terms of Use to any of its Affiliates at any time by notice to the User. User may not assign these Terms of Use without the prior consent of System Provider.
    9. Governing law. This agreement is governed by the laws of England and Wales. Each party irrevocably submits to the non-exclusive jurisdiction of the courts sitting there.