Terms & Conditions - Logistics Service Providers • ZENDEQ

Key Points for Logistics Service Providers in these Terms & Conditions:

Application: These terms apply to Zendeq’s app(s), mobile application(s), and other products worldwide.
Commission-Based Model: Zendeq charges an 8.5% commission fee on all successfully executed assignments secured directly or indirectly through the Zendeq platform.
Platform Facilitator: Zendeq provides a platform for connecting with Shippers seeking logistics services. Zendeq does not directly provide logistics services and therefore is not a party to any agreements formed between Logistics Service Providers and Shippers through the platform.
Independent Contractor: You act as an independent contractor when offering services through Zendeq. You are responsible for your own service delivery, pricing, and compliance with applicable laws and regulations.
Read the Full Terms and Conditions: These Terms and Conditions outline your rights and responsibilities when using the Zendeq platform to connect with Shippers. Please take a moment to review them carefully.

About us

We are Zendeq. Zendeq is a platform designed to connect Logistics Service Providers with Shippers seeking reliable and efficient logistics solutions. Our platform streamlines the process of finding new clients, bidding on projects, and managing logistics services. We offer access to industry information, resources, and tools to help providers grow their business. Through Zendeq, Logistics Service Providers can:

Expand their client base: Connect with qualified Shippers who have immediate logistics needs.
Secure new assignments: Receive quote requests and bid on projects that align with your expertise.
Streamline operations: Collaborate with Shippers, exchange critical documents, and manage the logistics process seamlessly within the platform.
Showcase their capabilities: Use our Zendeq Search Engine technology to match your services to relevant Shipper requirements.

Article 1. Definitions

In this Agreement, you will encounter recurrent terms that are defined below:

“Terms” means the Terms & Conditions which include this entire document, also referred to as “Agreement”.
“Account” means the company, a subsidiary of a company, or a department within a company under which a User is registered. Often the legal entity holding the Agreement with Zendeq
“User” means anyone representing an Account (Logistics Service Providers and Shippers) and who as such is registered within an Account, under its own name, and having personal login credentials.
“Key User” means a User with administrative privileges
“User Contract” means the contractual relationship between the Users.
“Shipper” means a User, a person, a Logistics Service Provider, or brand-owning and product companies that want to transport or receive goods by road, sea, land, air, or any other means of transportation.
“Logistics Service Provider” means a User, a business, or company that provides specialist knowledge and capability in the area of transport, freight, warehousing and/or fulfillment services or in the area of logistics services in general for Brand Owners, Manufacturers, Trading companies, Wholesalers, Retailers and Distributors (Shippers.
“Commission Rate” means the percentage fee charged by Zendeq on successfully executed assignments.
“Commission Basis” means the full quoted sum for a successfully executed User Agreement, as agreed between the Logistics Service Provider and the Shipper. Zendeq’s commission is calculated as a percentage of the Commission Basis.
“Zendeq Services” means all use of our Platform, App, Website(s) and Services and all content, services and/or products available on or via the Platform. These include also Software Services and Professional Services.
“Zendeq Support” means support and maintenance provided to the User with regard to the Platform and the Software Services.
“Zendeq Technology” means Zendeq’s proprietary technology, including the Software Services, software (including in source and object forms), software tools, hardware designs, algorithms, user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by Zendeq or Zendeq licensors) and also including any derivatives, improvements, enhancements or extensions of the Platform.
“Confidential Information” refers to any information disclosed by one party to the other that can be reasonably understood to be confidential, including, without limitation, any information of Users, Zendeq, RFQs, quotes, quote requests, sales profiles, finding business partners and all financial, business, and technical information.
“Content” means any material, information, and data provided by the User and made available to other Users through the Platform, including but without limitation to, company logos, trademarks and other copyrighted materials, pricing schemes, data related to the delivery and parcel, currency selections, and other information related to RFQs, quotes, and Logistics Services.
“Logistics Services” means any services related to the management over the flow of goods and materials between points of origin to end-use destination provided by the Providers, including but without limitation to, the handling, shipping, forwarding, warehousing, and packaging, as the case may be.
“Scheduled System Downtime” is the total time during which the Software Services are inaccessible due to planned maintenance.
“Third Party Products/Services” means Zendeq’s licensors products and/or services.
“Service Fee(s)” means collectively any fees that Zendeq might charge for its services.
“System Availability” means a percentage calculated by dividing the total time during which the Software Services are available for the User to use by the total time in a given period, less the Scheduled System Downtime.
“Software Services” means the Platform Services provided by Zendeq through the Platform. Software Services include Zendeq Support for the Software Services.
“Professional Services” means any specific agreements made beyond these Terms between Zendeq and an Account and/or its User(s).
“User Equipment” means User’s computer hardware and network infrastructure used to access the Platform.
“User Technology” means User’s technology, including User’s Internet operations design, content, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by User or licensed to User from a third party) and also including any derivatives, improvements, enhancements or extensions of the User Technology conceived, reduced to practice, or developed during the User’s usage of the Platform by or on behalf of User.

Article 2. Scope and Agreement

These Terms and Conditions govern your use of the Zendeq Platform, Services, and all related content, services, and products (collectively, the “Zendeq Services”).
By using the Zendeq Services, you agree to be bound by these Terms. This creates a legally binding agreement between you and Zendeq.
If you are agreeing on behalf of an entity (e.g., your employer), you represent that you have the legal authority to bind that entity.
You must be at least 18 years old to use Zendeq Services. If representing a legal entity, it must be duly incorporated and validly registered.
Zendeq may modify these Terms, its pricing, Privacy Policy, and Cookies Policy. Significant changes will be communicated to you, providing an opportunity to review changes before they take effect. Changes will not apply retroactively. Continued use of the Zendeq Services after changes are published indicates your acceptance of the updated terms.

Article 3. User Contracts and Agreements between Shipper and Logistics Service Provider

This Agreement (and any other supplemental or additional agreement you enter into with Zendeq) governs your use of the Platform. The specific terms and conditions of a User’s purchase or sale of the Logistics Services (such as pricing, warranties from providers, delivery, etc.) through the Platform are established between the Users by means of separate transaction agreements (“the User Contracts”).
Although the Users post the Content, the Logistics Services or inquiries on the Platform, Zendeq is only a Platform for the Users to agree upon the terms of the transactions between the Users. Zendeq does not intervene into the communication between the Users as well as negotiation, conclusion, and execution of the Transactions and the User Contracts.
Zendeq’s responsibilities with regard to the User Contracts are limited to facilitating the availability of the Platform. By using the Platform, the User acknowledges and agrees that the contracting Users and not Zendeq are solely responsible for providing services under the User Contracts and any information or warranties related thereto. Zendeq cannot and does not control whether Users complete the sale of the Logistics Services they offer.
Zendeq is not responsible for the payment or collection of orders made through the Platform. Zendeq does not set nor endorse the price, contract terms, quality, safety, conformance or legality of any of the Logistics Services advertised or offered for sale, the ability of Users to sell or provide the Logistics Services or the ability of Users to buy the Logistics Services.
When the Users decide to enter into the User Contract through the Platform, the User Contract is the contractual relationship between the Users and the Users have complete discretion with regard to whether to enter into the User Contract and the agreed terms of the User Contract. The User acknowledges and agrees that Zendeq is not a party to the User Contracts and the formation of the User Contracts does not create employment, partnership, joint venture, or other service relationships between the Users and Zendeq.
Zendeq will not be liable for any direct, indirect, consequential or inconsequential loss or damage that results from the User Contracts and any business transactions made between the Users as a result of the interactions through the Platform.
The Users are entitled to enter into any agreements as they deem to be appropriate (e.g., confidentiality or assignment agreements), provided that such agreements do not conflict with, narrow, or expand this Agreement.
The Users are solely responsible for:
1. Ensuring that they are qualified in providing the Logistics Services under the User Contracts;
2. Preparing, negotiating, concluding, and executing the User Contracts;
3. Paying all applicable taxes, levies, duties, and other fees associated with payments made under the User Contracts; and
4. The Users are solely responsible for providing accurate information on the Platform through their Accounts, including their contact details, business information, availability schedules, and service fees. Zendeq bears no responsibility and makes no warranties about the accuracy, truthfulness, or completeness of such information and any transactions carried through the Platform.
5. The Users are solely responsible for carrying out appropriate checks regarding other Users, including, without limitation, their relevant trade and industry accreditations, qualifications, legal authorizations, the scope of insurance, and availability schedule prior to concluding the User Contracts. None of the references provided in relation to any User of the Platform (e.g., reviews, comments, or ratings) represents endorsement, certification or guarantee about any User, as well as the information or services provided by that User.
Zendeq is not responsible for any disputes that arise between the Users, nor is Zendeq obliged to receive or process, complaints against the Users or resolve disputes between the Users, unless the complaint concerns the performance of Zendeq’s legal or contractual obligations under this Agreement.
The Users agree to report any abuse related to the User Contracts without undue delay to Zendeq. Zendeq reserves the right but is under no obligation to investigate the reported abuse and impose proportional sanctions on the Users.
Users grant the right to Zendeq to show, list and/or name User Account’s company logo’s and/or company names for reference purposes only on Zendeq’s website and on the Platform, including other means of communication, unless agreed otherwise in a separate written agreement.

Article 4. Commissions and Payment

Zendeq charges a commission fee on successfully executed assignments secured directly or indirectly through the Zendeq platform. The Commission Rate is a percentage of the Commission Basis. The standard Commission Rate is 8.5%, but Zendeq may adjust this rate with prior notice to Logistics Service Providers.
The Commission Basis is the full quoted sum for a successfully executed User Contract, as agreed between the Logistics Service Provider and the Shipper. This agreement can occur through various methods:
1. Accepting the offer on the Zendeq mobile app
2. Email communication between the Logistics Service Provider and Shipper
3. Verbal agreements (e.g., phone calls)
4. Other mutually agreed-upon methods
A Commission fee is due to Zendeq if the initial contact between the Shipper and the Logistics Service Provider, that led to the successful execution of the User Contract, was established directly or indirectly through the Zendeq Services. This applies regardless of the final method used to agree upon the User Contract (e.g., finalized through the app, email, phone call).
If for any reason the amount paid under the User Contract between the Shipper and Logistics Service Provider changes after the initial agreement, the Commission Basis and the Zendeq commission will be adjusted accordingly to reflect the final payment amount.
Payment Process:
1. Logistics Service Providers are responsible for collecting payment from Shippers for their services.
2. The Commission Basis amount serves as the basis for calculating the Commission fee of 8.5% of the Commission Basis.
3. Zendeq will preferably invoice the Logistics Service Provider for the commission fee on the indicated freight collection date. This is the date agreed upon by the Logistics Service Provider and Shipper when the shipment will be collected.
4. Payment to Zendeq is due within 15 calendar days from the invoice date.
Accepted payment methods include PayPal and Invoice/bank transfer.
We will not trade with or provide any services to OFAC (Office of Foreign Assets Control) and sanctioned countries, companies, and individuals. In addition, this applies to countries, companies, and individuals listed by the NLNST (Nationale sanctielijst terrorisme) following Dutch law.

Article 5. Information and Reporting Duty

The Logistics Service Provider has an active reporting duty to inform Zendeq promptly about:
1. The establishment of a User Contract between the Logistics Service Provider and a Shipper. (Preferably completed through the Zendeq platform)
2. Any changes to an existing User Contract. Any issues or disputes that arise in the execution of a User Contract.
Logistics Service Providers can fulfill their reporting obligations through two methods:
1. Preferred Method: Completing the entire shipping process through the Zendeq app. This automatically generates reports for Zendeq.
2. Alternative Method: If using the Zendeq app is not possible, reports must be submitted in writing to info@zendeq.com.

Article 6. Content Ownership and Licensing

Ownership: As between you and Zendeq, you retain ownership of the Content that you publish or upload to the Zendeq platform.
You grant Zendeq and our affiliates a non-exclusive, worldwide, transferable, and sublicensable license to use, copy, modify, distribute, publish, and process the information and Content you provide through our Services, without any further consent, notice, or compensation to you or others.
You may terminate this license for specific Content by deleting it from the Services or by closing your account. While we may make format changes to your Content for technical reasons (e.g., translation, file type adjustments), we will not modify the meaning of your Content.
Data Protection: You and Zendeq agree that personal data within your Content is subject to our Data Protection & Privacy Policy as can be found on www.zendeq.com/legal. We will access, store, process, and use your information and personal data in accordance with the terms of the Data Protection & Privacy policy and your choices (including settings).

Article 7. User Contracts and Agreements

This Agreement (and any other supplemental or additional agreement you enter into with Zendeq) governs your use of the Platform. The specific terms and conditions of a User’s purchase or sale of the Logistics Services (such as pricing, warranties from providers, delivery, etc.) through the Platform are established between the Users by means of separate transaction agreements (“the User Contracts”).
Although the Users post the Content, the Logistics Services or inquiries on the Platform, Zendeq is only a Platform for the Users to agree upon the terms of the transactions between the Users (the “Transactions”). Zendeq does not intervene into the communication between the Users as well as negotiation, conclusion, and execution of the Transactions and the User Contracts.
Zendeq’s responsibilities with regard to the User Contracts are limited to facilitating the availability of the Platform. By using the Platform, the User acknowledges and agrees that the contracting Users and not Zendeq are solely responsible for providing services under the User Contracts and any information or warranties related thereto. Zendeq cannot and does not control whether Users complete the sale of the Logistics Services they offer.
Zendeq is not responsible for the payment or collection of orders made through the Platform. Zendeq does not set nor endorse the price, contract terms, quality, safety, conformance or legality of any of the Logistics Services advertised or offered for sale, the ability of Users to sell or provide the Logistics Services or the ability of Users to buy the Logistics Services.
When the Users decide to enter into the User Contract through the Platform, the User Contract is the contractual relationship between the Users and the Users have complete discretion with regard to whether to enter into the User Contract and the agreed terms of the User Contract. The User acknowledges and agrees that Zendeq is not a party to the User Contracts and the formation of the User Contracts does not create employment, partnership, joint venture, or other service relationships between the Users and Zendeq.
Zendeq will not be liable for any direct, indirect, consequential or inconsequential loss or damage that results from the User Contracts and any business transactions made between the Users as a result of the interactions through the Platform.
The Users are entitled to enter into any agreements as they deem to be appropriate (e.g., confidentiality or assignment agreements), provided that such agreements do not conflict with, narrow, or expand this Agreement.
The Users are solely responsible for:
1. Ensuring that they are qualified in providing the Logistics Services under the User Contracts;
2. Preparing, negotiating, concluding, and executing the User Contracts;
3. Paying all applicable taxes, levies, duties, and other fees associated with payments made under the User Contracts; and
4. The Users are solely responsible for providing accurate information on the Platform through their Accounts, including their contact details, business information, availability schedules, and service fees. Zendeq bears no responsibility and makes no warranties about the accuracy, truthfulness, or completeness of such information and any transactions carried through the Platform.
5. The Users are solely responsible for carrying out appropriate checks regarding other Users, including, without limitation, their relevant trade and industry accreditations, qualifications, legal authorizations, the scope of insurance, and availability schedule prior to concluding the User Contracts. None of the references provided in relation to any User of the Platform (e.g., reviews, comments, or ratings) represents endorsement, certification or guarantee about any User, as well as the information or services provided by that User.
Zendeq is not responsible for any disputes that arise between the Users, nor is Zendeq obliged to receive or process, complaints against the Users or resolve disputes between the Users, unless the complaint concerns the performance of Zendeq’s legal or contractual obligations under this Agreement.
The Users agree to report any abuse related to the User Contracts without undue delay to Zendeq. Zendeq reserves the right but is under no obligation to investigate the reported abuse and impose proportional sanctions on the Users.
Users grant the right to Zendeq to show, list and/or name User Account’s company logo’s and/or company names for reference purposes only on Zendeq’s website and on the Platform, including other means of communication, unless agreed otherwise in a separate written agreement.

Article 8: Using the Platform as a Logistics Service Provider

You may receive Requests For Quotes (RFQs) through the Platform. To provide quotations, you’ll need access to the information provided in the RFQ, including freight mode, weight charges, and applicable surcharges. The Zendeq Software Services will determine which Logistics Service Providers have the ability to quote based on their account status and other criteria.
If a Shipper accepts your quote, a legally binding User Contract is formed between you and the Shipper. This User Contract includes terms, conditions, rules, restrictions, warranties, and limitations that you, as the Logistics Service Provider, have set. It is essential that the terms of the User Contract do not violate any provisions of these Terms and Conditions with Zendeq.
Upon a User awarding you a quote, you are solely responsible for fulfilling the agreed-upon Logistics Services in accordance with the terms in your User Contract with the Shipper.
You must submit your Proof of Delivery (POD) or Information of Delivery (IOD) through the Zendeq platform. This includes, but is not limited to, the name of the person accepting the shipment and relevant time stamps.
You are responsible for invoicing the Shipper directly for your services. The Zendeq platform offers the option for Shippers to upload and link their invoices directly to the relevant shipment/activity for efficient tracking.
Zendeq acts as a platform facilitator and does not serve as a payment collection agent or remittance agent. Zendeq assumes no liability for any actions or omissions of any User.

Article 9. User policy

You agree to:
1. Complying with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;
2. Providing correct information and keep it updated;
3. Using the Services in a professional manner;
4. Provide full, complete, and accurate information, including personal data, and agree to amend it as soon as any changes occur;
5. To be solely responsible for any activity that occurs through your Account and shall not hold Zendeq liable in this regard, for any reason whatsoever.
You agree to not:
1. Provide any fake, false, misleading, defamatory, or erroneous information
2. Develop, support or use the software, devices, scripts, robots or any other means or processes (including crawlers, browser plugins and add-ons or any other technology) to scrape the Services or otherwise copy profiles and other data from the Services;
3. Override any security feature or bypass or circumvent any access controls or use limits of the Service;
4. Copy, use, disclose or distribute any information obtained from the Services, whether directly or through third parties (such as search engines), without the consent of Zendeq;
5. Disclose information that you are not allowed to disclose;
6. Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets or other proprietary rights;
7. Violate the intellectual property or other rights of Zendeq;
8. Post anything that contains software viruses, worms, or any other harmful code;
9. Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology that is not open source;
10. Sell/re-sell or otherwise monetize the Services;
11. Use bots or other automated methods to access the Services, add or download contacts, send or redirect messages;
12. Monitor the Services’ availability, performance or functionality for any competitive purpose;
13. Place an unreasonable load on, the Services (e.g., spam, denial of service attack, viruses, gaming algorithms);
14. Impersonate, falsify or otherwise misrepresent itself of User’s organization.
15. recruit or otherwise solicit any other User to join third-party services or websites that are competitive to the Platform or Zendeq, without Zendeq’s prior written approval.
16. The User shall not use the Platform to find another User and enter into an agreement regarding the Logistic Services independent of the Platform in order to circumvent to pay any Service Fees chargeable by Zendeq.
We use data and information about you to make relevant suggestions to you and others. Keeping your profile accurate and up to date helps us to make these recommendations more accurate and relevant.

Article 10. Confidential Information & Privacy

The User agrees not to disclose other Users’ Confidential Information, including, but not limited to, any information and related documents shared during any communication by and between the Users on the Platform. In addition, the User agrees not to disclose the Confidential Information of Zendeq, such as business and technical information, including, but not limited to, pricing, aggregated data, analytics data, and ratings.
The foregoing restrictions (6.1.) shall not apply with respect to any information that;
1. is or becomes generally known or publicly available through no act or failure to act on the part of the receiving party, or
2. is rightfully known by the receiving party at the time of receiving such information as evidenced by records.
The User agrees and undertakes to use the same degree of care to protect the Confidential Information as it uses to protect its own confidential information with at least reasonable degree of care and to not disclose any information, except as for the purposes it is provided to the User, or when required due to a judicial or governmental request or order and only in accordance with applicable laws.
The User shall not disclose, sell, rent or distribute another User’s information to a third party or use information for marketing purposes, unless the User obtains the consent of the specific User to do so. The User agrees to comply with the applicable data protection laws when processing any personal data through the Platform.
In connection with User’s use of the Platform, the User undertakes to not infringe, misappropriate or violate the rights of any person or entity, including but not limited to, their intellectual property, privacy, or contractual rights.

Article 11. No Endorsement or Review

Zendeq does not review or endorse any fees of the Providers or the Quotes, Provider’s delivery terms, truth or accuracy of the Content, safety, quality, performance, conformance or legality of any of the Logistics Services advertised or offered for sale, the ability of the Provider to sell or provide the Logistics Services or liquidity of the Users.
The User acknowledges and agrees that the User is solely responsible for creating, managing, editing, reviewing, testing, deleting, and otherwise controlling the Content the User posts on the Platform.
The User shall be responsible for any liability associated with Zendeq’s publication and distribution of the Content and the User agrees to indemnify and hold harmless Zendeq from any and all claims whatsoever, that may arise from the Content posted on the Platform.
The User represents and warrants that the Content and any transaction between the Users:
1. must not be fraudulent;
2. must not infringe any third party’s rights, including but not limited to copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy;
3. must not violate any applicable law, statute, rule or regulation;
4. must not be obscene, indecent or contain pornography;
5. must not be defamatory, libellous, threatening or harassing;
6. must not be outdated or inaccurate in any way that could mislead any User; and
7. must not link directly or indirectly to or include descriptions of products or services that are prohibited by this Agreement or any relevant laws or regulations.
The User acknowledges and agrees that Zendeq is not obligated and undertakes no responsibility to review the Content and to determine its truth or accuracy. However, Zendeq may take any action deemed necessary and appropriate with respect to any Content, including, but not limited to, the removal and deletion of the Content that Zendeq, in it sole discretion, believes to cause any liability to Zendeq, the Users or other parties or interfere with or impair Zendeq’s relationship with any User. Zendeq also reserves the right to temporarily or permanently disable any Account.

Article 12. Intellectual property

This is an agreement for access to and use of the Zendeq Services, and you are not granted a license to any software by this Agreement. The Zendeq Services are protected by intellectual property laws, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights to them.
You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Zendeq Services in whole or in part, by any means, except as expressly authorized in writing by us.
We do encourage customers to give feedback and suggestions on the Zendeq Services. You agree that such feedback and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Zendeq Services, without payment or attribution to you. This also includes change requests to the Platform or Services that are carried on Users request.

Article 13. Content

By using the Services, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful.
Zendeq generally does not review content provided by our Customers or others.
You agree that we are not responsible for others’ (including other Members’) content or information.
We cannot always prevent the misuse of our Services, and you agree that we are not responsible for any such misuse.

Article 14. Third-Party content and services

The Platform may link directly or indirectly to third-party websites or services. Zendeq does not control nor endorse or assume any responsibility for third-party content, goods and services, business practices and policies of any third party.
Zendeq does not endorse or control the truth or accuracy of any Logistics Services or any related data made available by the User through the Platform.
Zendeq must not be held responsible, or liable, directly or indirectly, for any damage, or loss caused or alleged to have caused by or in connection with any third-party content available on or through the Platform.

Article 15. Termination

Both you (the Logistics Service Provider) and Zendeq may terminate the Agreement at any time with written notice to the other party. Upon termination, you lose the right to access or use the Services.
Upon termination, the Logistics Service Provider agrees to:
1. Pay all outstanding commissions due to Zendeq for successfully completed assignments secured through the Zendeq platform.
2. Fulfil all obligations from User Agreements directly or indirectly obtained through Zendeq Services.
Upon fulfillment of outstanding commission payments, Zendeq will deactivate the Logistics Service Provider’s Account. The Logistics Service Provider is responsible for retrieving any data or Content they wish to retain before termination.
Zendeq reserves the right to immediately terminate the Agreement if the Logistics Service Provider breaches any provision of these Terms and Conditions.
Zendeq may suspend, disable, or deactivate the Account if Zendeq has reason to believe, at its sole discretion, that the Logistics Service Provider’s conduct violates this Agreement or damages Zendeq’s reputation or goodwill. If the Account is terminated for these reasons, the Logistics Service Provider may not re-register.

Article 16. Termination

A free trial period will always end automatically. If Users chose to continue using the Zendeq Services after the trial period, they may enter into an Initial Agreement. The Initial Agreement will be concluded for the period of one (1) year, unless agreed otherwise between parties.
The moment the Initial Agreement period ends the Agreement is automatically extended and becomes an Indefinite Agreement. Both you and Zendeq may terminate an Indefinite Agreement at any time with notice to the other. On termination, you lose the right to access or use the Services.
The following shall survive termination: Any amounts owed by either party prior to termination remain owed after termination.
Termination Rights: Unless as agreed otherwise in a separate written agreement, either Zendeq or the User may immediately terminate an Indefinite Agreement and/or any service subscription by notifying the other party in writing via e-mail.
User Obligations: Upon termination, the User agrees to pay all outstanding debts to Zendeq in full immediately prior to termination, and honor all outstanding transactions.
Account Deletion: Upon termination and fulfilment of all outstanding transactions and/or payments, Zendeq shall delete the Account. Zendeq shall not provide any backup copies of the Content; the User is solely responsible for creating and storing backup copies of the Content.
Breach of the Agreement: The Agreement shall be terminated automatically if the User breaches any provision of the Agreement. Zendeq may suspend, disable, or delete the Account (or any part thereof) if Zendeq has a reason to believe, at its sole discretion, that the User has violated any provision of this Agreement or that User’s conduct tends to damage Zendeq’s reputation and goodwill. If the Account is deleted for the foregoing reasons, the User may not re-register.

Article 17. Software Services Provided

The Software Services and the Professional Services provided hereunder will be performed by skilled and qualified personnel, in a professional manner in accordance with the standards of the computer services industry.
Zendeq will provide a ninety nine and one-half percent (99.5%) rate of the System Availability measured on a calendar annual basis (the “Service Level”). The Service Level will not apply to performance issues: (a) caused by factors outside of Zendeq’s reasonable control; (b) that resulted from any actions or inactions of the User or any third parties (e.g. lack of network availability or performance as provided by Zendeq’s bandwidth provider partners); or (c) that resulted from the User Equipment.
Zendeq will give the User a notice of any Scheduled System Downtime. The Scheduled System Downtime will not be factored into the System Availability calculations.
Zendeq will regularly backup, at least daily, the Software Services data. The User agrees that in the event of any loss or damage to User’s data due to malfunction of the Software Services, Zendeq will restore lost or damaged data to the extent of its latest backup.
If the Software Services do not meet the Service Level, Zendeq will undertake necessary and appropriate recovery actions.
The Service Level as set forth herein will apply only to the Software Services provided by Zendeq and does not apply to any Professional Services or to any service(s) that expressly exclude the Service Level.
The User is responsible for the selection of software to satisfy its requirements, for its data, and for the data and other results obtained, and conclusions drawn, from operation of the Software Services. Zendeq will have no liability to the User or third parties in connection with the use of such data, results and conclusions. In addition, the User acknowledges that Zendeq does not and cannot control the flow of data to or from other portions of the Internet. Actions or inactions of third parties may result in situations in which User’s connection to the Internet, its use of the Software Services, or information and systems may be impaired, disrupted or damaged. Although Zendeq uses commercially reasonable efforts to take actions it deems appropriate to remedy and avoid such events, Zendeq cannot guarantee that they will not occur. Accordingly, Zendeq disclaims any and all liability resulting from or related to such events.

Article 18. Access to the Platform

The User is responsible for providing all equipment necessary to access the Internet and the Platform. Zendeq will make all commercially reasonable efforts to ensure that the Platform is available to the Users, with regularly scheduled system downtime and other non-scheduled outages, where possible, occurring on the least disruptive day and time.
User’s access to and use of the Platform is achieved through a combination of a username and password. A User with administrative privileges (“Key User”) may add additional Users to enable multiple Users within the User’s organization to use the Platform. The username and password provide entry to the Platform and allow the User to perform a range of actions on the Platform. No User or other person is permitted to access the Platform using the username and password of any other User.

Article 19. Availability of the Platform

The Platform is usually available 24 hours a day, 7 days a week. However, Zendeq retains the right to make the Platform unavailable from time to time for any reason. The User agrees that Zendeq shall not be liable for any damages arising from any interruption, suspension or termination of the Platform.

Article 20. Support

Zendeq shall provide reasonable technical support to the Account and its authorized User. Zendeq shall respond to enquiries of support from a Client utilizing the contacts set forth below as soon as reasonably possible.
The contacts for all enquiries of support are via email: info@Zendeq.com

Article 21. Third-Party content and services

The Platform may link directly or indirectly to third-party websites or services. Zendeq does not control nor endorse or assume any responsibility for third-party content, goods and services, business practices and policies of any third party.
Zendeq does not endorse or control the truth or accuracy of any Logistics Services or any related data made available by the User through the Platform.
Zendeq must not be held responsible, or liable, directly or indirectly, for any damage, or loss caused or alleged to have caused by or in connection with any third-party content available on or through the Platform.

Article 22. Warranty Disclaimer

Unless otherwise expressly stated by Zendeq, Zendeq and its affiliates do no warrant that the Zendeq services and any content, services or features made available with or via the Zendeq services will be uninterrupted or error-free or that the servers that make them available are free or viruses or other harmful components.
The laws of certain countries do not allow limitations on implied warranties or the exclusion or limitation of certain damages.
Zendeq provides the Platform and its Services on an “As is” and “As available” basis and without warranty or condition, express or implied. The User agrees that User’s access and use of the Platform is at User’s sole risk. Zendeq expressly disclaims all warranties of any kind, including but not limited to;
1. The implied warranties of merchantability;
2. Fitness for a particular purpose and non-infringement;
3. That the Platform will be continuous, uninterrupted and/or error-free;
4. The quality, identity or reliability of any User, User’s performance or liquidity, and whether the User should do business with such any User;
5. The accuracy or truthfulness of content made on the Platform by or on behalf of the Users;
6. The accuracy or truthfulness of and any warranties regarding the information, products or services provided by or through the content or the applicability to any User’s circumstances or requirements.
No Advice or information, whether oral or written, obtained from Zendeq or through the Platform, will create any warranty nor expressly made herein.
The User is solely responsible for all of User’s interactions with other Users, communications and content provided.
Zendeq does not review or verify any content, including but not limited to, Finding Business Partners, Sales Profiles, Quote Requests, RFQ’s, RFI’s, Service Providers delivery terms, truth or accuracy of the content posted by the User, safety, quality, performance, conformance or legality of any of the Logistics Services advertised or offered for sale, the ability of the Service Provider to sell or provide the Logistics Services or liquidity of the Users.

Article 23. Indemnification and Limitation of Liability

You agree to defend, indemnify and hold harmless Zendeq and its affiliates, and their respective officers, directors, employees, shareholders, agents, service providers and licensors, from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the Zendeq Services, its affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants.
You will indemnify, defend and hold us and our affiliates harmless, at your expense, against any third-party claim, suit, action, or proceeding brought against us (and our officers, directors, employees, shareholders, agents, service providers, licensors, and affiliates) by a third party not affiliated with us or our Affiliates to the extent that such Action is based upon or arises out of:
1. unauthorized or illegal use of the Zendeq Service by you or your Affiliates,
2. your or your Affiliates’ noncompliance with or breach of this Agreement,
3. your or your Affiliates’ use of Third-Party Products, or
4. the unauthorized use of the Zendeq Service by any other person using your User information.
We will:
1. Notify you in writing within twenty (20) days of our becoming aware of any such claim;
2. Give you sole control of the defense or settlement of such a claim;
3. Provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim.
You will not accept any settlement that imposes an obligation on us; requires us to make an admission; or imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
In the event of a dispute between one or more Users or any other third party, the User hereby agrees, to the fullest extent as permitted by law, to release, defend, indemnify and hold Zendeq, and each of its respective affiliates, its officers, directors, shareholders, subcontractors, agents and employees, harmless from and against any claims, liabilities and damages of every kind and nature, incurred or allegedly incurred by Zendeq, arising out of or in any way connected with:
1. User’s access to or use of the Platform or the Content and engagement in transactions on the Platform;
2. User’s violation of this Agreement;
3. User’s provided Content;
4. User’s communication or interaction with any other User through the Platform;
5. Finding New Business Partners;
6. Creation of an RFQ or Quote Request;
7. The Logistics Services sold or ordered on the Platform; and
8. User’s failure to perform or breach of warranty.

Article 24. Entire Agreement and Supersedure

These Terms are the entire agreement between User and Zendeq regarding Users use of the Zendeq Services and supersedes all prior agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.

Article 25. Governing Law and Jurisdiction

In the event of a dispute, controversy or claim arising out of or in relation to these Terms, including but not limited to the formation, validity, breach or termination thereof, the parties shall attempt to solve the matter in mutual negotiations. Should an settlement between parties not be possible, the dispute shall be finally solved in Dutch court subject to the Zendeq Terms and conditions. These Terms and Conditions are governed by Dutch law.
This Section does not affect any statutory rights that the User may be entitled to as a consumer.

Article 26. General provisions

A party’s failure to insist upon or enforce strict performance of any provision of this Agreement or waiver of any right shall not be construed as a waiver of any provision or right. Neither the course of conduct between User and Zendeq nor trade practice shall act to modify any provision of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable by an assigned arbitrator or a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible and any other provision of this Agreement shall remain in full force and effect. Headings found in this Agreement are for references only.
This Agreement may not be assigned or otherwise transferred by the User, in whole or in part, and any such assignment or transfer without prior written consent shall be null and void and of no force or effect whatsoever.
The parties act as independent contractors. No provision in this Agreement may be construed to constitute either party as an agent, servant, employee or partner of the or as any partnership, joint venture or similar relationship whatsoever.
Neither party shall be liable for any delay in meeting or for failure to meet its obligations under this Agreement due to any cause outside its reasonable control, including but without limitation to, war, riot, acts of public enemies, malicious acts of damage, acts of any government authority, failure of the public electricity service, natural disasters, and which by its reasonable care and diligence it cannot overcome and are not the result of its negligence.
Any notices or other communications permitted or required hereunder, shall be in writing via email to the email address provided by each party.

Contact

If you have any questions with regard to this Agreement, please contact Zendeq via email: info@zendeq.com

Terms & Conditions – Logistics Service Providers