Terms & Conditions - Logistics Service Providers • ZENDEQ

Key Points

Application: These terms apply to Zendeq's website(s), app(s), and platform services worldwide.
Business Model: Zendeq operates on a subscription, pay-per-lead, or success fee basis. Fees are determined based on the specific lead type and your subscription status at the time of the request.
Platform Facilitator: Zendeq connects Logistics Service Providers with Shippers. Zendeq is not a party to agreements between providers and shippers.
Independent Contractor: You operate independently when offering services through Zendeq. You are responsible for your own service delivery, pricing, and legal compliance.

About Us

Zendeq is a platform connecting Logistics Service Providers with Shippers seeking warehousing, fulfillment, and 3PL solutions. Through Zendeq, Logistics Service Providers can:

Expand their client base by connecting with qualified Shippers who have immediate logistics needs
Receive qualified leads matched to their service capabilities and geographic coverage
Showcase their capabilities through detailed company profiles and service listings
Streamline operations by managing inquiries and communications within the platform

Article 1. Definitions

"Terms" means these Terms & Conditions, also referred to as "Agreement".

"Account" means the company or legal entity under which a User is registered and which holds the Agreement with Zendeq.

"User" means anyone representing an Account who is registered with personal login credentials.

"Key User" means a User with administrative privileges.

"Shipper" means a business seeking warehousing, fulfillment, 3PL, or logistics services.

"Logistics Service Provider" or "LSP" means a business providing warehousing, fulfillment, 3PL, or related logistics services.

"User Contract" means any agreement formed between a Logistics Service Provider and a Shipper.

"Subscription" means the periodic fee paid by a Logistics Service Provider for access to the Zendeq platform and its features.

"Premium Subscription" means a paid membership tier that grants the Logistics Service Provider specific benefits, including but not limited to: the waiver of Lead Fees for certain leads, a reduced Success Fee, and enhanced visibility on the Platform.

"Lead" means contact and project information of a Shipper seeking logistics services, provided to a Logistics Service Provider through the Zendeq platform.

"Lead Fee" means the fixed amount paid by the Logistics Service Provider to Zendeq for receiving a Lead.

"Zendeq Services" means all use of the Platform, Website(s), and Services, including Software Services and Professional Services.

"Content" means any material, information, and data provided by the User through the Platform.

"Logistics Services" means any services related to warehousing, fulfillment, 3PL, transportation, or supply chain management provided by Logistics Service Providers.

"Confidential Information" means any non-public business, technical, or financial information disclosed by one party to another.

Article 2. Scope and Agreement

2.1. These Terms govern your use of the Zendeq Platform and all related services.

2.2. By using Zendeq Services, you agree to be bound by these Terms, creating a legally binding agreement between you and Zendeq.

2.3. If agreeing on behalf of an entity, you represent that you have authority to bind that entity.

2.4. You must be at least 18 years old to use Zendeq Services. Legal entities must be duly incorporated and validly registered.

2.5. Zendeq may modify these Terms with reasonable notice. Continued use after changes take effect indicates acceptance.

Article 3. Subscription and Pricing

3.1 Subscription Model

Zendeq offers subscription plans that provide access to the platform. Subscription plans may include:

Access to the Zendeq platform and search functionality
Company profile and service listing
Lead management tools
Analytics and reporting features

Subscription fees are charged periodically (monthly or annually) as specified in your subscription agreement. Subscriptions renew automatically unless cancelled before the renewal date.

3.2 Pay-Per-Lead Model

In addition to or instead of a subscription, Logistics Service Providers may purchase Leads on a pay-per-lead basis:

A fixed Lead Fee is charged per Lead received
Lead Fees are specified in your agreement or on the platform at time of purchase
Payment is due upon receipt of Lead information or upon invoice
There is no guarantee of conversion or success for any Lead provided

3.3 Success Fee Model

Zendeq may, at its discretion, offer Leads under a success fee model instead of a Pay-Per-Lead model. Under this model, no Lead Fee is charged at the time the Lead is provided.

Standard Success Fee: For Logistics Service Providers that do not hold a Premium Subscription at the moment a Lead is requested, a success fee of 3.5% of the Net Revenue realized during the first five (5) years from a User Contract shall apply.
Reduced Success Fee (Premium): Logistics Service Providers with an active Premium Subscription at the moment a Lead is requested qualify for a reduced success fee of 2.5% of the Net Revenue realized during the first five (5) years from a User Contract.
Definition of Net Revenue: "Net Revenue" means the total gross amount invoiced by the Logistics Service Provider to the Shipper for all services (including but not limited to storage, handling, fulfillment, and value-added services) resulting from the Lead, excluding only applicable VAT.
Duration: Success fees are payable for the first five (5) years from the commencement of the relevant User Contract; thereafter, no further success fees are due to Zendeq.
Reporting and Audit: The Logistics Service Provider must provide a written report of the realized Net Revenue to Zendeq on a quarterly basis. Zendeq reserves the right to audit these figures once per calendar year through an independent accountant to ensure compliance.
Non-Circumvention: If a Logistics Service Provider enters into a User Contract or any business relationship with a Shipper within twelve (12) months of receiving a Lead for that Shipper through the Platform, the applicable Success Fee shall be due to Zendeq, regardless of whether the contract was concluded on or off the Platform.

3.4 Determination of Applicable Fee

The pricing model (Pay-Per-Lead or Success Fee) and the specific percentage are determined strictly at the moment the Lead is requested.

Subscription Status: A change in subscription status (e.g., upgrading to Premium) after a Lead has been requested does not retroactively change the fee percentage for that specific Lead.
Exclusivity of Pricing Models: For any individual Lead, either a Lead Fee or a success fee shall apply, but never both.

3.5 Payment Terms

All fees are due within 14 days of invoice date unless otherwise agreed
Accepted payment methods: credit card, bank transfer, or direct debit
Prices are exclusive of VAT unless otherwise stated
Late payments may incur interest at 1% per month

3.6 Refunds

Subscription fees are non-refundable except where required by law
Lead Fees are non-refundable once Lead information has been delivered
Zendeq may, at its sole discretion, provide credits for Leads that do not meet quality standards

3.7 Sanctions Compliance

We do not trade with or provide services to OFAC-sanctioned countries, companies, or individuals, or those listed by the Dutch Nationale sanctielijst terrorisme (NLNST).

Article 4. Platform Use and User Contracts

4.1 Platform Role

Zendeq provides a platform for connecting Logistics Service Providers with Shippers. Zendeq does not directly provide logistics services and is not a party to any User Contracts.

4.2 User Contracts

When a Logistics Service Provider and Shipper enter into an agreement:

The User Contract is solely between those parties
Zendeq has no role in negotiating, concluding, or enforcing User Contracts
Zendeq does not guarantee the performance of either party

4.3 User Responsibilities

Users are solely responsible for:

Ensuring qualification to provide Logistics Services
Negotiating, concluding, and executing User Contracts
Collecting payment from Shippers
Paying applicable taxes and fees
Providing accurate information on the Platform
Conducting due diligence on other Users before entering agreements

4.4 No Endorsement

Zendeq does not endorse, certify, or guarantee any User, their services, pricing, or capabilities. Reviews and ratings on the platform are provided by other Users and do not represent Zendeq's views.

Article 5. Using the Platform as a Logistics Service Provider

5.1. You may receive Lead information through the Platform based on your service profile, geographic coverage, and other matching criteria.

5.2. Upon receiving a Lead, you are responsible for contacting the Shipper and pursuing the opportunity independently.

5.3. Any User Contract formed is between you and the Shipper. You are solely responsible for fulfilling agreed services.

5.4. You are responsible for invoicing Shippers directly for your services.

5.5. Zendeq is a platform facilitator only and assumes no liability for actions or omissions of any User.

Article 6. User Obligations

6.1 You agree to:

Comply with all applicable laws, including privacy, intellectual property, tax, and regulatory requirements
Provide accurate information and keep it updated
Use the Services professionally
Maintain confidentiality of Lead information
Not share Lead information with third parties

6.2 You agree not to:

Provide false, misleading, or inaccurate information
Use automated tools to scrape or copy data from the Platform
Override security features or bypass access controls
Disclose confidential information
Violate intellectual property rights
Post harmful code or content
Reverse engineer the Platform
Resell or monetize the Services without authorization
Impersonate others or misrepresent your organization
Solicit Users to competing platforms

Article 7. Confidentiality and Privacy

7.1. You agree not to disclose other Users' Confidential Information or Zendeq's business and technical information.

7.2. Lead information is confidential and may only be used for the purpose of pursuing a business relationship with the relevant Shipper.

7.3. You shall not sell, rent, or distribute Lead information or use it for purposes other than directly contacting the Shipper about their logistics needs.

7.4. You agree to comply with applicable data protection laws when processing personal data through the Platform.

7.5. Personal data is processed in accordance with our Privacy Policy at www.zendeq.com/legal.

Article 8. Content and Intellectual Property

8.1 Your Content

You retain ownership of Content you publish to the Platform. You grant Zendeq a non-exclusive, worldwide license to use, copy, modify, and distribute your Content for platform operation purposes.

8.2 Zendeq's Intellectual Property

The Zendeq Services, including software, designs, and technology, are owned by Zendeq or its licensors. You are granted access to use the Services, not a license to the underlying software.

8.3 Feedback

Any feedback or suggestions you provide may be used by Zendeq without compensation or attribution.

Article 9. Liability and Indemnification

9.1. Zendeq shall not be liable for indirect, incidental, special, consequential, or punitive damages arising from use of the Services.

9.2. Zendeq's total liability shall not exceed the fees paid by you in the 12 months preceding the claim.

9.3. Zendeq is not liable for:

Actions or omissions of other Users
Quality or accuracy of Lead information
Success or conversion of any Lead
User Contracts or transactions between Users

9.4. You agree to indemnify Zendeq against claims arising from your use of the Services, violation of these Terms, or violation of third-party rights.

Article 10. Term and Termination

10.1 Duration

Subscriptions run for the period specified (monthly or annually) and renew automatically unless cancelled.

10.2 Termination

Either party may terminate:

Monthly subscriptions: with 30 days' written notice
Annual subscriptions: at the end of the current term with 30 days' notice before renewal
Immediately if the other party materially breaches these Terms

10.3 Effect of Termination

Upon termination:

You lose access to the Platform
Outstanding fees remain due
You must pay for any Leads received but not yet paid for
Confidentiality obligations survive termination

10.4 Account Deletion

After termination and settlement of outstanding payments, Zendeq will deactivate your Account. You are responsible for retrieving any data before termination.

Article 11. Service Level

Zendeq will provide 99.5% System Availability measured annually, excluding:

Factors outside Zendeq's reasonable control
Issues caused by User actions or third parties
Scheduled maintenance (communicated in advance)

Article 12. Third-Party Services

The Platform may link to third-party services. Zendeq does not control or endorse third-party content and is not liable for damages arising from third-party services.

Article 13. Force Majeure

Neither party is liable for failure to perform due to circumstances beyond reasonable control, including natural disasters, war, pandemics, or government actions. If force majeure continues beyond 90 days, either party may terminate.

Article 14. Governing Law and Disputes

14.1. This Agreement is governed by the laws of the Netherlands.

14.2. Disputes shall be resolved by arbitration under the Netherlands Arbitration Institute rules. The seat shall be Amsterdam, and proceedings shall be in English.

Article 15. Miscellaneous

Entire Agreement: These Terms constitute the entire agreement and supersede prior communications.

Severability: Invalid provisions shall be limited or eliminated while the remainder stays in effect.

Waiver: Failure to enforce a provision does not constitute waiver.

Assignment: You may not assign this Agreement without Zendeq's consent. Zendeq may assign freely.

Notices: Notices must be in writing via email or registered mail.

Relationship: Nothing in this Agreement creates a partnership, joint venture, or agency relationship.

Article 16. Contact

Questions about these Terms & Conditions:

Email: info@zendeq.com
Website: www.zendeq.com

By using the Zendeq platform, you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions.

Terms & Conditions – Logistics Service Providers