ZENDEQ B.V. — TERMS & CONDITIONS

Key Points

Application. These Terms apply to Zendeq's website(s), app(s), and platform services worldwide.

Business Model. Zendeq operates two account tiers for Logistics Service Providers. Standard Account holders pay a fixed Lead Fee for each Lead they receive and owe no success fee. Premium Subscribers pay a periodic Subscription Fee, receive Leads without payment of a Lead Fee, and pay a Success Fee of 1.5% of Net Revenue on User Contracts resulting from those Leads. Which model applies is fixed at the moment the Lead is requested.

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, fulfilment, 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, fulfilment, 3PL, or logistics services.

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

"Affiliate" means, in relation to a party, any legal entity that directly or indirectly controls, is controlled by, or is under common control with that party, and any entity to which that party's business or the relevant User Contract is transferred, assigned, novated, or otherwise passed, whether by sale of assets, sale of shares, merger, demerger, or operation of law.

"User Contract" means any agreement formed between a Logistics Service Provider and a Shipper, including any renewal, extension, replacement, expansion, or successor agreement between the same parties or their Affiliates.

"Standard Account" means the account tier under which a Logistics Service Provider pays a Lead Fee for each Lead received and owes no Success Fee.

"Premium Subscription" means the paid account tier under which a Logistics Service Provider pays a Subscription Fee, receives Leads without payment of a Lead Fee, and owes a Success Fee in accordance with Article 3.5.

"Premium Subscriber" means a Logistics Service Provider holding an active Premium Subscription.

"Subscription Fee" means the periodic fee payable by a Premium Subscriber for the Premium Subscription, as published on the Platform or as agreed in writing.

"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 payable by a Standard Account holder to Zendeq for receiving a Lead.

"Success Fee" means the percentage of Net Revenue payable by a Premium Subscriber to Zendeq in accordance with Article 3.5.

"Net Revenue" has the meaning given in Article 3.6.

"Reporting Period" means each calendar quarter, or such other period as Zendeq specifies in writing.

"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, fulfilment, 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. Modifications do not affect the fee model, percentage, or Lead Fee applicable to any Lead already requested before the modification takes effect.

2.6. Zendeq Services are directed exclusively at businesses acting in the course of a profession or business. Zendeq does not contract with consumers.

Article 3. Account Tiers, Subscription and Pricing

3.1 Two Account Tiers

Zendeq operates two account tiers for Logistics Service Providers.

(a) Standard Account. A Standard Account provides access to the Platform and its search functionality, a company profile and service listing, and the ability to purchase individual Leads. A Standard Account holder pays a Lead Fee for each Lead received. A Standard Account holder owes no Success Fee on any User Contract, whenever concluded and whatever its value.

(b) Premium Subscription. A Premium Subscription provides access to the Platform, an enhanced company profile, priority placement in the company directory and in search and matching results, lead management tools, analytics and reporting features, and the right to receive Leads without payment of a Lead Fee. A Premium Subscriber pays the Subscription Fee and, in addition to the Subscription Fee, a Success Fee in accordance with Article 3.5.

3.2 Mutual Exclusivity

For any individual Lead, either a Lead Fee applies or a Success Fee applies, and never both.

A Standard Account holder never owes a Success Fee.
A Premium Subscriber never owes a Lead Fee for a Lead received during the term of the Premium Subscription.

3.3 Standard Accounts: Pay-Per-Lead

3.3.1. A fixed Lead Fee is charged for each Lead received.

3.3.2. Lead Fees are specified in your agreement or displayed on the Platform at the time the Lead is requested. Lead Fees may vary by Lead, including by shipment volume, service scope, geography, and Shipper profile.

3.3.3. Payment is due upon receipt of the Lead information or upon invoice, whichever Zendeq specifies.

3.3.4. There is no guarantee of conversion or success for any Lead provided. The Lead Fee is payable irrespective of whether a User Contract results.

3.3.5. Zendeq retains full discretion over which Leads are offered on a pay-per-lead basis, to which Logistics Service Providers, in what order, and within what time window. Zendeq may reserve any Lead, or any category of Lead, exclusively for Premium Subscribers, or may release Leads to Standard Account holders only after a priority window granted to Premium Subscribers has expired.

3.4 Premium Subscription: Subscription Fee

3.4.1. The Subscription Fee is charged periodically (monthly or annually) as specified in your subscription agreement or on the Platform.

3.4.2. Premium Subscriptions renew automatically for successive periods of the same length unless cancelled in accordance with Article 10.

3.4.3. The Premium Subscription has a minimum initial term of twelve (12) months unless otherwise agreed in writing.

3.4.4. The Subscription Fee is payable in full for the agreed term and is not reduced, refunded, or pro-rated on the basis of the number of Leads received, the quality of Leads received, or the absence of Leads in any given period.

3.5 Premium Subscription: Success Fee

3.5.1. Rate. A Success Fee of one and one half per cent (1.5%) of Net Revenue is payable by the Premium Subscriber to Zendeq in respect of each User Contract resulting from a Lead received while the Premium Subscription was active.

3.5.2. In addition to the Subscription Fee. The Success Fee is payable in addition to, and not in substitution for, the Subscription Fee. The Subscription Fee is not creditable against the Success Fee and the Success Fee is not creditable against the Subscription Fee.

3.5.3. Duration. The Success Fee is payable on Net Revenue realised during the first five (5) years from the commencement of the relevant User Contract. Thereafter no further Success Fee is due in respect of that User Contract.

3.5.4. Separate communication and acceptance. Zendeq identifies each Lead as a Success Fee Lead at the moment it is offered. The Premium Subscriber accepts the Success Fee arrangement in respect of that Lead before the Lead information is released. No Success Fee arises in respect of a Lead that was not identified and accepted as a Success Fee Lead.

3.5.5. Survival. The obligation to pay the Success Fee, and the associated reporting, audit, and record-keeping obligations, survive the expiry, cancellation, downgrade, suspension, or termination of the Premium Subscription and of this Agreement, and continue for the full duration set out in Article 3.5.3.

3.5.6. Affiliates and successors. The Success Fee is due on Net Revenue invoiced by the Premium Subscriber or by any of its Affiliates. Where a User Contract is assigned, novated, transferred, or continued by or to an Affiliate or a third party, the Premium Subscriber remains liable for the Success Fee unless Zendeq has agreed in writing to release it against an equivalent undertaking by the transferee.

3.6 Net Revenue

3.6.1. "Net Revenue" means the total gross amount invoiced by the Logistics Service Provider and its Affiliates to the Shipper and its Affiliates for all services resulting from the Lead, including but not limited to inbound handling, storage, pick and pack, order fulfilment, returns processing, value-added services, packaging materials, customs and administrative handling, setup and onboarding charges, IT and integration charges, and surcharges, excluding only value added tax and any other turnover taxes charged on top of the invoice amount.

3.6.2. Net Revenue is calculated before deduction of the Logistics Service Provider's own costs, discounts granted after invoicing, or amounts owed to subcontractors.

3.6.3. Credit notes genuinely issued to correct an invoicing error or to reflect a service not performed reduce Net Revenue in the Reporting Period in which they are issued. Credit notes issued for any other reason do not reduce Net Revenue.

3.6.4. Where the Logistics Service Provider invoices the Shipper in a currency other than euro, Net Revenue is converted at the European Central Bank reference rate on the invoice date.

3.7 Reporting

3.7.1. The Premium Subscriber shall provide Zendeq with a written report of realised Net Revenue for each Reporting Period, within thirty (30) days of the end of that Reporting Period, in the format Zendeq specifies.

3.7.2. The report shall identify each relevant User Contract, the Shipper, the Lead to which it relates, the Net Revenue invoiced in the Reporting Period, and the Success Fee payable.

3.7.3. A report is due for every Reporting Period, including periods in which no Net Revenue was realised.

3.7.4. If the Premium Subscriber fails to submit a report within the period set out in Article 3.7.1, and fails to remedy that failure within fourteen (14) days of a written reminder, Zendeq may issue an invoice based on a reasonable estimate of Net Revenue derived from the Lead information, the Shipper's stated requirements, and market rates. Such an invoice is payable in accordance with Article 3.11 and is adjusted once the Premium Subscriber submits a complete and accurate report.

3.7.5. The Premium Subscriber shall keep complete and accurate records supporting each report for the duration of the Success Fee period and for two (2) years thereafter.

3.8 Audit

3.8.1. Zendeq may, once per calendar year, appoint an independent registered accountant to audit the Premium Subscriber's records for the purpose of verifying reported Net Revenue.

3.8.2. The audit takes place during normal business hours, on at least fourteen (14) days' written notice, and is limited to information reasonably necessary to verify Net Revenue. The accountant is bound to confidentiality and reports to Zendeq only the amount of Net Revenue and the amount of any shortfall.

3.8.3. Zendeq bears the cost of the audit, unless the audit establishes that reported Net Revenue was understated by more than three per cent (3%) or by more than two thousand five hundred euro (EUR 2,500) in the audited period, in which case the Premium Subscriber bears the full cost of the audit in addition to the shortfall and interest under Article 3.11.

3.8.4. The Premium Subscriber shall cooperate with the audit and shall procure the cooperation of its Affiliates.

3.9 Non-Circumvention

3.9.1. Premium Subscribers. Where a Premium Subscriber enters into a User Contract or any other commercial relationship with a Shipper whose Lead it received through the Platform, the Success Fee is due regardless of whether the contract was concluded on or off the Platform, whether it was concluded by the Premium Subscriber or by an Affiliate, and whether it was concluded directly or through an intermediary.

3.9.2. Standard Accounts. Where a Standard Account holder obtains the identity or contact details of a Shipper through the Platform, whether through a Lead preview, a matching notification, a partially completed Lead purchase, the company directory, or otherwise, and enters into a User Contract or any other commercial relationship with that Shipper within twelve (12) months without having paid the applicable Lead Fee, the Lead Fee becomes immediately due, together with liquidated damages equal to three (3) times the Lead Fee, without prejudice to Zendeq's right to claim further damages. This provision does not create a Success Fee obligation for a Standard Account holder.

3.9.3. Anti-structuring. Neither tier may route, invoice, or structure revenue through an Affiliate, a joint venture, a subcontractor, a broker, or any other third party with the purpose or effect of reducing or avoiding a Lead Fee or a Success Fee. Revenue so routed is treated as Net Revenue of the Logistics Service Provider.

3.9.4. Notification. Each Logistics Service Provider shall notify Zendeq in writing within thirty (30) days of concluding a User Contract with a Shipper introduced through the Platform.

3.10 Determination of the Applicable Model

3.10.1. The applicable fee model is determined exclusively by the account tier held by the Logistics Service Provider at the moment the Lead is requested.

3.10.2. A subsequent upgrade to a Premium Subscription does not convert a Lead Fee already incurred into a Success Fee, does not refund a Lead Fee already paid, and does not create a Success Fee obligation in respect of that Lead.

3.10.3. A subsequent downgrade, cancellation, non-renewal, suspension, or lapse of a Premium Subscription does not extinguish, reduce, or suspend the Success Fee obligation in respect of any Lead received while the Premium Subscription was active. Article 3.5.5 applies.

3.10.4. Where a Logistics Service Provider holds a Premium Subscription that has been suspended for non-payment at the moment a Lead is requested, that Logistics Service Provider is treated as a Standard Account holder for the purposes of that Lead.

3.11 Payment Terms

3.11.1. All fees are due within fourteen (14) days of the invoice date unless otherwise agreed in writing.

3.11.2. Accepted payment methods are credit card, bank transfer, and direct debit.

3.11.3. All prices are exclusive of VAT unless otherwise stated.

3.11.4. Late payment incurs contractual interest of one per cent (1%) per month, or the statutory commercial interest under Article 6:119a of the Dutch Civil Code if that is higher, calculated from the due date until payment in full, without notice of default being required.

3.11.5. All extrajudicial and judicial collection costs incurred by Zendeq are for the account of the Logistics Service Provider, subject to a minimum of fifteen per cent (15%) of the outstanding amount.

3.11.6. The Logistics Service Provider is not entitled to suspend payment or to set off any amount against amounts owed to Zendeq.

3.11.7. Zendeq may suspend Platform access, withhold Leads, and remove or de-prioritise the company profile while any invoice remains unpaid after the due date.

3.12 Refunds

3.12.1. Subscription Fees are non-refundable except where required by law.

3.12.2. Lead Fees are non-refundable once the Lead information has been delivered.

3.12.3. Success Fees are non-refundable. A User Contract that terminates early reduces future Net Revenue and therefore future Success Fees, but does not give rise to a refund of Success Fees already paid.

3.12.4. Zendeq may, at its sole discretion, provide credits for Leads that do not meet quality standards.

3.13 Sanctions Compliance

Zendeq does not trade with or provide services to OFAC-sanctioned countries, companies, or individuals, or those listed by the Dutch Nationale sanctielijst terrorisme (NLNST), or those subject to EU or United Nations restrictive measures.

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 Contract.

4.2 User Contracts

When a Logistics Service Provider and a 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

Article 3.5 and Article 3.9 apply notwithstanding that Zendeq is not a party to the User Contract.

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
Reporting and paying Lead Fees and Success Fees when due

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, account tier, 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.

5.6. Zendeq determines the allocation, sequencing, and exclusivity of Leads at its sole discretion. Neither account tier confers a right to receive any Lead, any minimum number of Leads, or any Lead of a particular type or value.

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
Report User Contracts and Net Revenue accurately and on time

6.2 You agree not to:

Provide false, misleading, or inaccurate information, including in reports of Net Revenue
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 monetise the Services without authorisation
Impersonate others or misrepresent your organisation
Solicit Users to competing platforms
Structure, route, or conceal revenue in order to reduce or avoid Lead Fees or Success Fees

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.

7.6. Reports and records submitted under Article 3.7, and information obtained under Article 3.8, are Confidential Information of the Logistics Service Provider and are used by Zendeq solely for the purpose of calculating and verifying fees.

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 licence 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 licence 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 lower of (a) the Subscription Fees and Lead Fees paid by you in the twelve (12) months preceding the claim, and (b) ten thousand euro (EUR 10,000). Success Fees paid are not taken into account in calculating this cap.

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.

9.5. The limitations in this Article do not apply in the event of intent or deliberate recklessness on the part of Zendeq's management.

Article 10. Term and Termination

10.1 Duration

Standard Accounts continue until terminated. Premium Subscriptions run for the period specified, subject to the minimum initial term in Article 3.4.3, and renew automatically unless cancelled.

10.2 Termination

Either party may terminate:

Standard Accounts: with 30 days' written notice
Monthly Premium Subscriptions: with 30 days' written notice, effective no earlier than the end of the minimum initial term
Annual Premium 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 and become immediately payable
You must pay for any Leads received but not yet paid for
Success Fee obligations under Article 3.5, and the associated reporting, record-keeping, and audit obligations under Articles 3.7 and 3.8, continue in full for the remainder of the period set out in Article 3.5.3
Non-circumvention obligations under Article 3.9 continue for twelve (12) months
Confidentiality obligations survive termination

10.4 Downgrade

A Premium Subscriber may downgrade to a Standard Account with effect from the end of the current subscription term. A downgrade applies only to Leads requested after it takes effect and does not affect any Success Fee obligation already incurred.

10.5 Account Deletion

After termination and settlement of outstanding payments, Zendeq will deactivate your Account. You are responsible for retrieving any data before termination. Deactivation does not release you from surviving obligations under Article 10.3.

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. Force majeure does not suspend or extinguish any payment obligation for Services already provided or Leads already delivered.

Article 14. Governing Law and Disputes

14.1. This Agreement is governed by the laws of the Netherlands. The applicability of the United Nations Convention on Contracts for the International Sale of Goods is excluded.

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

14.3. By way of exception to Article 14.2, Zendeq may bring a claim for payment of undisputed invoiced amounts, including Lead Fees, Subscription Fees, Success Fees, interest, and collection costs, before the competent court in Amsterdam, and may apply to any competent court for interim or conservatory relief.

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. Where a provision on fees is held invalid, the parties shall agree a replacement that approaches its commercial intent as closely as possible.

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.

Language. These Terms are drawn up in English. Where a translation is provided and a discrepancy arises, the English text prevails.

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