Platform Terms and Conditions

Last Updated: 5-July-2023

ZEUS®
Platform terms and conditions

These Platform terms and conditions (Platform T&Cs) forms a legal agreement between you (Licensee or you) and Zeus Labs Limited, a limited company registered in England and Wales (Company number 11948778), whose registered office is at Suite 1, 7th Floor 50 Broadway, London, United Kingdom, SW1H 0BL (Zeus) for:

the use of the Zeus online freight management platform, which is accessible to carriers via app.zeuslabs.com (Zeus Freight Connect), and/or
the use of the Zeus transport management technology, which Zeus makes available to you as an enterprise software on a paid subscription basis (Zeus Freight Command),

both of which are provided as a service (Platform Services) under and subject to these Platform T&Cs; and

any online documents provided as part of the Platform Services (Documents).

Subject to the restrictions set out in these Platform T&Cs, Zeus hereby grants you a right to use the Platform Services and Documents. Zeus does not sell the Zeus Platforms, Software (as defined in Clause 1.1) or Documents to you. Zeus, or its licensors, remain the owners of the Platform Services, Software and Documents at all times.

DEFINITIONS AND INTERPRETATION
1. In these Platform T&Cs, the following words and expressions shall have the following meaning:

Authorised Users means:

in respect of the Zeus Connect, your employees who you authorise to use the Zeus Freight Connect as part of the Platform Services and the Documents relating thereto;
in respect of the Zeus Freight Command, your employees who are authorised by the you to use the Zeus Transport Platform as part of the Platform Services and the Documents relating thereto, as further described in Clause 2.2.

Booking Form means the booking note, email or other document containing your details and the principal commercial terms pursuant to which Zeus will be providing the Zeus Freight Command, including the Subscription Fees, the number of User Subscriptions and the Subscription Term.

Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Customer Data means the data inputted by you, the Authorised Users, or Zeus on your behalf for the purpose of using the Zeus Freight Connect or Freight Command or facilitating your use of the Zeus Services.

Good Industry Practice means the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a leading company within the relevant industry or business sector.

Licensee Data means the data inputted by you or on your behalf, for the purpose of using or facilitating your use of the Platform Services or Documents and any data generated by, or derived from your use of the Platform Services or Documents, whether hosted or stored within the Zeus Platforms or elsewhere.

Normal Business Hours means 8.00 am to 6.00 pm local UK time, each Business Day.

Parties means you and Zeus.

Software means the software applications underlying or constituting the Zeus Platforms and made available as part of the Platform Services.

Subscription Fees the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set out in the Booking Form and as may be amended in accordance with the Booking Form.

Subscription Term means the subscription term during which you can use the Zeus Transport Platform Services as set out in the Booking Form.

User Subscriptions means the user subscriptions purchased by you pursuant to Clause 4 which entitle Authorised Users to access and use the Zeus Platform Services and the Documents relating thereto in accordance with these Platform T&Cs and the Booking Form.

Viruses means any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability means a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

Zeus Freight Connect means the Platform Services that relate to the Zeus Freight Connect

Zeus Transport Platforms means both the Zeus Freight Connect and the Zeus Freight Command

Zeus Platform Services means the Platform Services that relate to the Zeus Freight Connect

Clause headings are for convenience of reference only and shall have no effect on the interpretation of these Platform T&Cs. Unless the context otherwise requires, a reference to a Clause is to a clause of these Platform T&Cs.
In these Platform T&Cs, unless the context otherwise requires:
1. words in the singular shall be deemed to include the plural and vice versa;
2. words importing any particular gender shall include all other genders;
3. references to a person shall include natural persons and bodies of persons whether corporate or incorporate;
4. another grammatical form of a defined word or expression has a corresponding meaning;
5. the words include or including shall be deemed to have the words “without limitation” following them; and
6. a reference to writing or written includes email (provided the email is sent in accordance with Clause 8.2).

USE OF THE PLATFORM SERVICES
1. In consideration of you agreeing to abide by these Platform T&Cs, Zeus grants to you a limited, non-exclusive, non-transferable, revocable licence, without the right to sublicense, to access and use the Platform Services (and the Software and the Documents in connection with the Platform Services) on the terms of these Platform T&Cs, solely for your internal business operations.
2. User Subscriptions

In relation to the Zeus Transport Platforms, you undertake that:

the maximum number of Authorised Users that you authorise to access and use the Zeus Transport Platform Services and the Documents relating thereto shall not exceed the number of User Subscriptions you have purchased from time to time;
you will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Zeus Transport Platform Services and/or Documents relating thereto;
each Authorised User shall keep a secure password for their use of the Zeus Transport Platform Services and Documents, that such password shall be changed no less frequently than 6 months and that each Authorised User shall keep their password confidential;
you shall maintain an up to date list of current Authorised Users in the Admin panel of the Zeus Platform at all times, and can provide such list to Zeus within 7 days of Zeus's written request at any time or times;
you shall permit Zeus or Zeus's designated auditor to audit the Zeus Transport Platform Services in order to establish the name and password of each Authorised User and your data processing facilities to audit compliance with this these Platform T&Cs. Each such audit may be conducted no more than once per quarter, at Zeus's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with your normal conduct of business;
if any of the audits referred to in Clause 2.2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Zeus's other rights, you shall promptly disable such passwords and Zeus shall not issue any new passwords to any such individual; and
if any of the audits referred to in Clause 2.2.5 reveal that you have underpaid Subscription Fees to Zeus, then without prejudice to Zeus's other rights, you shall pay to Zeus an amount equal to such underpayment as calculated in accordance with the prices set out in the Booking Form within 14 days of the date of the relevant audit.

You shall:
1. provide Zeus with:
  1. all necessary co-operation in relation to these Platform T&Cs; and
  2. all necessary access to such information as may be required by Zeus,

to the extent required to provide the Platform Services and Documents including but not limited to Licensee Data, security access information and configuration services;

without affecting your other obligations under these Platform T&Cs, comply with all applicable laws and regulations with respect to your activities under these Platform T&Cs; and
ensure that your network and systems comply with the relevant specifications provided by Zeus from time to time.

You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Licensee Data. You hereby grant Zeus a licence to use the Licensee Data for:
1. the proper performance of the Platform Services, including the provision of the Software and the Documents;
2. the purposes set out in our Privacy Notice as described in Clause 10; and
3. all other purposes relevant to the proper exercise of our rights and obligations under this License.
You undertake that:
1. you shall supervise and control use of the Platform Services and Documents and ensure they are used by your employees only in accordance with the terms of these Platform T&Cs; and
2. you shall comply with all applicable technology control or export laws and regulations.
Zeus's obligations
1. Zeus will perform the Platform Services with reasonable skill and care.
2. Zeus undertakes that the Zeus Transport Platform Services will be performed substantially in accordance with the Documents relating to the Zeus Transport Platform.
3. The undertaking at Clause 2.6.2 shall not apply to the extent of any non-conformance which is caused by use of the Zeus Transport Platform Services contrary to Zeus's instructions, or modification or alteration of the Services by any party other than Zeus or Zeus's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Zeus will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in Clause 2.6.2.
4. Zeus shall use commercially reasonable endeavours to make the Zeus Transport Platform Services available 24 hours a day, seven days a week, except for:
  1. Scheduled and unscheduled maintenance performed outside Normal Business Hours, provided that Zeus has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance.
5. Zeus shall follow its archiving procedures for Customer Data as set out in our Privacy Policy. You may be notified from time to time, as such document may be amended by Zeus in its sole discretion from time to time. In the event of any loss or damage to Customer Data, your sole and exclusive remedy against Zeus shall be for Zeus to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Zeus in accordance with the archiving procedure described in its Privacy Policy. Zeus shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable.

Restrictions
1. Except as expressly set out in these Platform T&Cs or as permitted by any local law which is incapable of exclusion by agreement between the Parties, you shall not:
  1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, Platform Services and/or Documents (as applicable) in any form or media or by any means; or
  2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or Platform Services;
  3. access all or any part of the Platform Services, Software or Documents to build a product or service which competes with the Platform Services, Software or the Documents;
  4. use the Platform Services, Software or Documents to provide services to third parties;
  5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform Services, Software or Documents available to any third party except the Authorised Users; or
  6. attempt to obtain, or assist third parties in obtaining, access to the Platform Services, Software or Documents, other than as provided under these Platform T&Cs.
2. You shall not use the Platform Services to:
  1. distribute or transmit to Zeus any Viruses or Vulnerability and shall implement procedures in line with Good Industry Practice to prevent such distribution or transmission;
  2. store, access, publish, disseminate, distribute or transmit any material which:
    1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
    2. facilitates illegal activity;
    3. depicts sexually explicit images;
    4. promotes unlawful violence;
    5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
    6. is otherwise illegal or causes damage or injury to any person or property.
3. Zeus only supplies the Platform Services and Documents for internal use by your business, and you agree not to use the Platform Services or Documents for any resale purposes.
4. Zeus reserves the right, on no less than ten (10) days' prior written notice to you, such notice specifying the breach of this Clause 3 and requiring it to be remedied within the ten (10) day period, to disable your access to the Platform Services and Documents for the duration of time that the breach remains unremedied.
Charges and payment
1. You shall pay the Subscription Fees to Zeus for the User Subscriptions in accordance with this Clause 4 and the Booking Form.
2. If Zeus has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Zeus, Zeus may, without liability to you, disable your password, account and access to all or part of the Zeus Transport Platform Services and Zeus shall be under no obligation to provide any or all of the Zeus Transport Platform Services while the invoice(s) concerned remain unpaid.
3. All amounts and fees stated or referred to in these Platform T&Cs and Booking Form:
  1. are, subject to Clause 6.6.2, non-cancellable and non-refundable;
  2. are exclusive of value added tax, which shall be added to Zeus's invoice(s) at the appropriate rate.
Intellectual property rights
1. You acknowledge that all intellectual property rights in the Platform Services, Software and Documents anywhere in the world belong to Zeus or its licensors, that rights in the Platform Services, Software and Documents are licensed (not sold) to you, and that you have no rights in, or to, the Platform Services, Software or the Documents other than the right to use them in accordance with the terms of these Platform T&Cs.
2. You acknowledge that you have no right to have access to any Software in source code form.
Limitation of liability
1. Zeus:
  1. does not warrant that:
    1. your use of the Platform Services will be uninterrupted or error-free; or
    2. the Zeus Platforms, Software or the Platform Services will be free from Vulnerabilities;
  2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Platform Services and Documents may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
2. In relation to the Zeus Freight Management Platform Services, you agree that:
  1. you assume sole responsibility for results obtained from your use of the Zeus Freight Management Platform Services and the Documents relating thereto, and for conclusions drawn from such use;
  2. Zeus shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided by you to Zeus in connection with the Zeus Freight Management Platform Services, or any actions taken by Zeus at your direction; and
  3. the Zeus Freight Management Platform Services and Documents relating thereto are provided to you on an "as is" basis.
3. In relation to the Zeus Transport Platform Services, you agree that except as expressly and specifically provided in these Platform T&Cs:
  1. you assume sole responsibility for results obtained from your use of the Zeus Transport Platform Services and the Documents relating thereto, and for conclusions drawn from such use;
  2. Zeus shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided by you to Zeus in connection with the Zeus Transport Platform Services, or any actions taken by Zeus at your direction; and
  3. the Zeus Transport Platform Services and Documents relating thereto are provided to you on an "as is" basis.
4. You accept responsibility for the selection of the Platform Services to achieve your intended results and acknowledge that the Platform Services and Documents have not been developed or designed to meet or support any individual requirements you have, including any particular cybersecurity requirements you might be subject to, or any regulated activity that you may be engaged in, including the provision of an online intermediation service, an online search engine or service that facilitates online interaction between users (such as, but not limited to, a social media platform) (each a Regulated Activity). If you use the Platform Services for any Regulated Activity you agree to comply with any requirements that apply to such Regulated Activity from time to time (including in any jurisdiction in which you operate or where the Regulated Activity is undertaken) and you shall defend, indemnify and hold Zeus harmless against any loss or damage (including regulatory fines or penalties) costs (including legal fees) and expenses which Zeus may suffer or incur as a result of your breach of this Clause6.4.
5. Subject to Clause 6.7, in relation to the Zeus Freight Management Platform Services, Zeus shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Platform T&Cs and/or the Platform Services for any losses or damages which may be suffered by you (or any person claiming under or through you), whether the same are suffered directly or indirectly or are immediate or consequential.
6. In relation to the Zeus Transport Platform Services, and subject to Clauses 6.3 and 6.7:
  1. Zeus shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Platform T&Cs; and
  2. Zeus's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Zeus Transport Platform Services shall be limited to the total Subscription Fees paid for the User Subscriptions during the Subscription Term.
7. Nothing in these Platform T&Cs shall limit or exclude our liability for:
  1. death or personal injury resulting from Zeus's negligence;
  2. fraud or fraudulent misrepresentation; or
  3. any other liability that cannot be excluded or limited by English law.
8. These Platform T&Cs sets out the full extent of Zeus's obligations and liabilities in respect of the supply of the Platform Services and Documents. Except as expressly stated in these Platform T&Cs, there are no conditions, warranties, representations or other terms, express or implied, that are binding on Zeus. Any condition, warranty, representation or other term concerning the supply of the Platform Services and Documents which might otherwise be implied into, or incorporated in, these Platform T&Cs whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
DURATION AND Termination
1. You may use the Zeus Freight Management Platform Services until access is terminated by Zeus in accordance with these Platform T&Cs.
2. Subject to your compliance with Clause 4, you may use the Zeus Transport Platform Services for the duration of the Subscription Term until and unless access is terminated by Zeus in accordance with these Platform T&Cs.
3. Without prejudice to any other rights or remedies it may have, Zeus may terminate your access to some or all of the Platform Services immediately by written notice to you if you commit a material or persistent breach of these Platform T&Cs which you fail to remedy (if remediable) within ten (10) days after the service of written notice requiring you to do so.
4. Without prejudice to any other rights or remedies it may have, Zeus may terminate your access to the Zeus Transport Platform Services, by immediate written notice to you if you have an administrator, receiver, administrative receiver, trustee or other like person appointed over a part of or all of your assets or business and/or your become insolvent, enter into liquidation, voluntary liquidation or you are compulsorily wound up.
5. On termination for any reason:
  1. all rights granted to you under these Platform T&Cs shall cease;
  2. you must immediately cease all activities authorised by these Platform T&Cs;
  3. you must immediately and permanently delete or disable interfaces to the Platform Services from all computer equipment in your possession, and immediately destroy, delete or return to Zeus (at its option) all copies of the Documents then in your possession, custody or control and, in the case of destruction or deletion, certify to Zeus that you have done so; and
  4. Zeus may destroy or otherwise dispose of any of the Customer Data in its possession unless Zeus receives, no later than ten days after the effective date of the termination of the Zeus Transport Platform Services, a written request for the delivery to you of the then most recent back-up of the Customer Data. Zeus shall use reasonable commercial endeavours to deliver the back-up to Zeus within 30 days of its receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by Zeus in returning or disposing of Customer Data.
UPDATE TO PLATFORM T&CS and Communications between us
1. Zeus may update these Platform T&Cs at any time on notice to you in accordance with this Clause 8. Your continued use of the Platform Services and Documents following the deemed receipt and service of the notice under Clause 8.2 shall constitute your acceptance to the terms of these Platform T&Cs, as varied. If you do not wish to accept the Platform T&Cs (as varied) you must immediately stop using and accessing the Platform Services and Documents on the deemed receipt and service of the notice.
2. Notices
  1. Any notice given by either Party to the other in connection with any matter relating to these Platform T&Cs shall be in writing and in English and shall be sent to the relevant Party at the address provided in accordance with your registration of the Platform Services.
  2. Notices may be given, and are deemed received:
    1. by hand against signature for receipt, on the date of its receipt;
    2. by pre-paid registered mail, on 9:00 am on the third (3rd) business day after posting; or
    3. by email to the email address provided, at the time of transmission, or, if this time falls outside business hours in the place of receipt in accordance with your registration of the Platform Services, when business hours resume,

and business day means Monday to Friday on a day that is not a public holiday in the place of receipt and business hours means 9.00am to 5.00pm on a business day.

Events outside our control
1. Without prejudice to the generality of Clause 6, Zeus will not be liable or responsible for any failure to make the Platform Services available that is caused by an Event Outside Zeus's Control. An Event Outside Zeus's Control is defined below in Clause 9.2.
2. An Event Outside Zeus's Control means any act or event beyond Zeus's reasonable control, including failure of public or private telecommunications networks.
How we may use your personal information

Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Platform Services and the Documents and for what purposes and those individuals' rights in relation to their personal data and how to exercise them. This information is provided in https://www.yourzeus.com/priva... (Privacy Notice) and it is important that you read that information.

Other important terms
1. We may transfer our rights and obligations under these Platform T&Cs to another organisation, but this will not affect your rights or our obligations under these Platform T&Cs.
2. You may only transfer your rights or your obligations under these Platform T&Cs to another person if we agree in writing.
3. These Platform T&Cs and any document expressly referred to in it constitutes the entire agreement between the Parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.
4. You acknowledge that in accepting these Platform T&Cs you do not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Platform T&Cs or any document expressly referred to in it.
5. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Platform T&Cs or any document expressly referred to in it.
6. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
7. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
8. Each of the Clauses of these Platform T&Cs operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
9. These Platform T&Cs, their subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England.