Zeus Labs LTD is a limited company registered in England and Wales (Company number 11948778), whose registered office is at Suite 1, 3rd Floor 11 - 12 St. James's Square, London, United Kingdom, SW1Y 4LB (“Zeus Labs”, “we”, “us” or “our”).
We may revise these T&Cs at any time by amending this page. Please check this page from time to time to review any changes we make. Such changes will be binding on the user from the date posted on this page, save that the version of the T&Cs available on the date a Carrier confirms its willingness to fulfill a Shipment request and is contracted to perform a Shipment.
1.1. These T&Cs along constitute a legally binding agreement between Zeus Labs and the Shipper in relation to the Services being provided by Zeus Labs.
1.2. During the term and subject to the terms and conditions of these T&Cs, Zeus Labs and the Shipper agree to fulfill its obligations as set forth in these T&Cs.
In these T&Cs the following words shall have the following meanings:
- “Carrier” shall mean the party which is responsible for carrying out the Shipment (as defined hereinafter clause 2 (k)).
- “Consignee” shall mean the entity to whom the Goods are to be delivered by Carrier.
- “Destination” shall mean, in relation to any Shipment (as defined hereinafter under clause 2 (k)), the address(es) at which the Carrier shall be obliged to deliver the Goods.
- “Initial Price” shall mean the amount payable by Zeus to the Carrier upon completion of the Services.
- “Final Price” shall mean the amount payable by Zeus Labs for a Shipment including the Initial Price and any other expenses incurred, subject to Zeus Lab’s prior written approval.
- “Goods” shall mean the Shipper’s goods e.g. dry ambient goods that are transported in a Shipment.
- “Proof of Delivery” shall mean the document of the customer, through which the parties to a Shipment record the delivery status and necessary details/condition of the Shipment.
- “Loading Address(es)” shall mean the address(es) at which the Shipper shall deliver/ handover the possession of the Goods to, or make the Goods available for collection by the Carrier, engaged by Zeus Labs.
- “Unloading Address(es)” shall mean the address(es) at which the Shipper shall receive delivery/accept the possession of the Goods to, or make the Goods available for delivery by the Carrier, engaged by Zeus Labs.
- “Service” shall mean the services provided by Zeus Labs to the Shipper as a freight forwarder and that of engaging the Carrier for transportation of the Shipper’s goods, and/ or any other ancillary services provided by Zeus Labs, in accordance with these T&Cs.
- “Shipment” shall mean the transportation of Goods by a Carrier.
- “Shipper” shall mean the Party requesting the shipment.
- “Extra charge” shall mean any additional charge, on top of the Initial Price, that is verified and evidenced by the Driver Mobile Application.
- “App data” shall mean all and any data collected through the use of the Driver Mobile Application.
3.1. Clause and paragraph headings shall not affect the interpretation of these T&Cs.
3.2. In these T&Cs:
- A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality;
- any reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established;
- unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;
- any obligation on a party not to do something includes an obligation not to allow that thing to be done.
4. SCOPE OF SERVICES AND CONTRACTUAL RELATIONSHIP
4.1. Zeus Labs is not a carrier, Zeus Labs will engage third party Carrier for the Shipper with reasonable negotiated commercial and legal terms, as per industry standard. No interpretation of written or oral remarks in any agreement or document shall be construed to imply Zeus Labs is a motor carrier. Zeus Labs however takes responsibility for the Services offered under these T&Cs.
4.2. Zeus Labs shall:
review Shipment orders, liaise as necessary with the Shipper to obtain all information as may be necessary to complete the Shipment, and approve or decline;
use reasonable endeavors to engage a Carrier, communicate the requirements and arrange for fulfillment of the shipment request in accordance with these T&Cs;
make available the online Platform to allow the Shipper to track the progress of the Shipment, if available; and
manage, and strive to resolve, any issues that arise with the Shipment as a result of any failure by the Carrier.
4.3. The Shipper acknowledges and agrees that, Zeus Labs:
Does not own, sell, provide, control, manage, offer, deliver, or supply any courier or shipping Services;
- It further acknowledges that Zeus Labs:
i) ignores the content of the Goods and relies on the information provided by the Shipper;
ii) is never in physical possession of the Goods.
4.4. Shipper hereby represents and warrants that ensure that it has all rights and permissions necessary to provide Zeus Labs with any information and comply with all applicable laws, rules and regulations relating to data protection, privacy, identity theft, data breach, consumer protection, and data security, and any applicable industry standards relating to privacy and data security.
4.5. Zeus Labs contracts with Carriers to fulfill Shipments directly. The Shipper acknowledges that it does not have a direct contractual relationship with the Carrier and that the Carrier shall be identified by Zeus Labs to fulfill the Shipment. In its dealings with the Carrier in relation to a Shipment awarded to Zeus Labs, the Shipper shall not seek to enter into any contractual relationship with the Carrier. If, nevertheless, any such contract is formed between the Carrier and Shipper, the Shipper agrees that, to the extent of any conflict between that contract and these T&Cs with regards to the Shipments awarded to Zeus Labs, these T&Cs will prevail and nothing in such contract shall excuse the Shipper from its obligations (including its payment obligations) under these T&Cs
5.1. Zeus Labs shall have the right to or restrict or stop Shipper’s access to certain parts of the Platform at any time without notice. Zeus Labs shall have no liability to any User or third party in connection with the unavailability (whether temporarily or permanently) of the Platform and/or Services.
5.2. The User shall:
ensure that all persons who may have access to the Platform on behalf of the User are aware of, and comply with, these T&Cs;
maintain the confidentiality and security of any User login details, usernames, identification codes, passwords and/or other credentials that may give access to the Platform; and
use all reasonable endeavors to prevent any unauthorized access to, or use of the Service and/or Platform and, in the event of becoming aware of any such unauthorized access or use, promptly notify Zeus Labs.
5.3. The User shall not:
attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means;
attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform. (c) access all or any part of the Platform in order to build a product or service which competes with the Platform or the Service;
use the Platform or Service to provide services to third parties; and
attempt to obtain, or assist third parties in obtaining, access to the Platform and/or Service, other than as provided in these T&Cs.
5.4. The Carrier and Shipper’s roles and responsibilities are as set forth under Annexure III attached to these T&Cs.
6. PRICE AND PAYMENT
6.1. In consideration of the Shipment completed by Zeus Labs, the Shipper shall pay such fees and charges to Zeus Labs, as mutually agreed and described in the applicable Statement of Work
6.2. The Shipper shall make the Final Payment within thirty (30) days after completion of Shipment unless otherwise expressly agreed.
6.3. The Shipper shall be charged a late payment interest of 8% plus Bank of England base rate per annum for any delay in payment to Zeus Labs in accordance with 6.2.
7. PROOF OF DELIVERY
7.1. The Proof of Delivery shall state the type and amount of Goods received and delivered by the Carrier as well as the actual date and time of the delivery of the Goods.
7.2. The Proof of Delivery shall serve as evidence of receipt by the Carrier of the Goods in a good external condition unless otherwise evidenced by the Proof of Delivery.
7.3. Any remarks regarding arrival and departure date and time, damages, missing Goods or overloads must be mentioned on the corresponding Proof of Delivery as well as the number of delivered and/or collected packaging material e.g. Euro-pallets. The Proof of Delivery will be the basis to settle claims.
7.4. Zeus Labs shall be responsible (i) to get the Proof of Delivery signed by the Consignee and (ii) to confirm Goods have been delivered at the Destination.
7.5. Counter-signature or acceptance of the Proof of Delivery by the Consignee acts as confirmation of correct completion of the Shipment by the Carrier, and correct receipt of the Goods by the Consignee.
7.6. The fully completed and correct Proof of Delivery will be uploaded on Platform after completion of the Shipment.
8.1. Each party shall indemnify, defend and hold the other party harmless on an ongoing basis against all liabilities and costs incurred by such party (including but not limited to claims, demands, proceedings, fines, penalties, damages, expenses and loss of or damage to the Goods) arising in connection with breach of any term of these T&Cs, or in connection with any error, act, omission by its employees, contractors or its agents, including breach of any confidentiality obligations, breach of IP or data privacy obligations or for any third party claims.
9. LIMIT ON LIABILITY
9.1. In no event shall either party be liable for any indirect, consequential incidental damages, loss of actual or anticipated income or profits howsoever caused. Nothing in these T&Cs shall exclude or restrict either party’s liability for any liability which cannot be excluded by law.
9.2. In no event shall Zeus Lab’s liability for any claim under a Shipment exceed the Initial Price paid for any Shipment.
9.3. Subject to clause 10.1, Zeus Labs shall not in any circumstance be liable to the Shipper: if there is an act of fraud, willful default, misconduct or negligence by the Shipper in respect of a Shipment or for any loss or claim after the Proof of Delivery has been signed by the Consignee.
9.4. Zeus Labs shall in all instances be released from all and any liability under or in connection with these T&Cs and any Shipment unless a claim is made within six (6) months of the date of collection of the Goods as set out in the Proof of Delivery.
10. CLAIMS AND RESPONSIBILITY
10.1. The Shipper may make a claim to Zeus Labs against Carrier within thirty (30) days from the date of Shipment upon occurrence of the following events:
More than an hour's delay in the arrival at the Loading Address;
More than an hour's delay in the arrival at the Destination;
No communication of any delay;
Defects in the equipment made available by Carrier for loading;
Missing or damaged Goods attributable to the Carrier;
Incomplete and/or incorrectly filled Proof of Delivery;
Insufficient checking and/or assistance of the Carrier when unloading;
10.2. Subject to 10.1 Shipper agreed to provide Zeus Labs with reasonable evidence of the weight and value of the relevant Goods that are lost, miss-delivered or damaged or any delay occurrence.
10.3. If the equipment used by the Carrier for the Services does not comply with the relevant requirements, Zeus Labs shall arrange for proper replacement equipment. If Zeus Labs is unable to do so, Shipper shall be reimbursed for such losses as solely determined by Zeus Labs.
10.4. If the Goods are lost and/ or damaged while in Carrier’s custody, except in case of special circumstances like fire, hijacking of vehicle, accident etc. (together referred to as "Special Event/s", Zeus Labs shall be liable to make good the Shipper’s losses in accordance with the Proof of Delivery as solely determined by Zeus Labs.
11.1 Zeus Labs has the relevant insurance policies with a substantial and reputable insurance company to cover its liabilities under this Agreement (including, Goods in Transit Policy, Employers’ and Public Liability Insurance). Zeus Labs will provide the Shipper with a copy of the certificates of the insurances at the request of the Shipper.
12. DATA PRIVACY & CONFIDENTIALITY
12.1. In providing the Service, the Zeus Labs may have access to personal data for the purpose of performing the Shipment.
12.3. Either party shall keep confidential, during and after five (5) years from the expiry of any Services to be provided under these T&Cs, any information of the disclosing party or any Carrier which by its nature is confidential (whether commercial, technical, organizational and any other kind of information) it may have obtained during the execution of the Shipments. Confidential Information shall however not include:
Information that is known or at least becomes known to the wider public;
Information obtained in a legally valid manner before the day agreeing on these T&Cs;
Information received from a third party not bound by similar obligations of confidentiality
12.4. In the event that either party accesses the personal data of the other party or any Carrier, it shall:
comply with all applicable laws and regulations (including all applicable data protection laws);
not disclose to third parties any third-party personal data to which it has access in connection with these T&Cs;
use such personal data exclusively in connection with the Shipment and its obligations under these T&Cs;
impose whatever security measures are necessary to ensure the confidentiality and handling of the personal data, as well as to adopt any security measures required by all applicable laws and regulations or as instructed by the discloser from time to time; and
13.1 Force Majeure:
Notwithstanding anything contrary contained in these T&Cs, neither party shall be held liable to the other in case of any delay or failure to perform any or all of its obligations including payments obligations under these T&Cs to the extent that such failure is caused by a Force Majeure Event (as defined hereinafter);
- The Force Majeure Event shall mean and include any act, event or circumstance which (a) is beyond the reasonable control of a party; (b) such affected party could not have prevented by the exercise of reasonable skill and care; and (c) any consequences of which, prevents, hinders or delays, in whole or part, the performance by such affected party of its obligations under these T&Cs. Force Majeure Events shall include:
i) flood, cyclone, lightning, storm, tidal wave, hurricane, tornado, earthquake, landslide, epidemic, or other acts of God;
ii) Outbreak of a pandemic / epidemic or other forms of disaster, quarantine etc. forcing full or partial closure of operations whether by an order of Government or otherwise;
iii) war (whether declared or not), riot, civil war, blockade, insurrection;
iv) acts of Government Authority occurring after the effective date, the effect of which would prevent, delay or make unlawful any party's performance herein.
During the period of delay attributed to a Force Majeure Event, the affected party shall use reasonable endeavors to overcome and minimize the effects of such Force Majeure Event and resume performance of its obligations under these T&Cs as soon as practicable after the effect of the Force Majeure Event ceases to exist;
The Parties shall perform their obligations under these T&Cs to the extent not prevented by the occurrence of a Force Majeure Event and take reasonable steps to mitigate the impact of such Force Majeure Event. Upon cessation of the Force Majeure Event, the affected Party shall within three (3) days (or as soon as reasonably practicable thereafter) commence performance of its obligations under these T&Cs.
13.2. Severability: If any provision or provisions of these T&Cs shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
13.3. Assignment: Shipper shall not assign its rights and obligations to any third party without Zeus Labs’ prior written consent.
13.4. Law, Jurisdiction and Dispute Resolution: These T&Cs between the Shipper and Zeus Labs shall be governed by laws of England and Wales with courts of England having exclusive jurisdiction over any disputes.
13.5. These T&Cs shall be binding on, and inure to the benefit of, the parties to these T & Cs and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.
13.6. Shipper agrees that the relationship between Zeus Lab and the Carrier is that of independent contractors. Nothing in these T&Cs shall be taken as constituting Carrier as an employee or agent of the Zeus Labs.
13.7 In case of any inconsistency between the terms of these T&Cs and Master Service Agreement, these T&Cs will prevail.
ANNEXURE I - PENALTIES
Rates include Maut, Toll, LSVA and other standard surcharges and other road taxes.
- Subject to Clause 8.7, supplementary standstill charges for time spent loading/unloading of vehicle by the Shipper. Supplementary standstill charges are on a pro-rata basis on any standstill time in excess of the maximum time limits set out below:
a) Free time = 120 minutes
Standstill time is calculated from the point at which the driver arrives during the collection window, specified in the Shipment order (for example, if the driver arrives at the collection point at 8:30 am, but the collection time is specified at 9:00 am, then the standstill time commences at 11:00 am).
Zeus only accepts any such request, if the Carrier is using the Driver App and has informed Zeus Labs on the same day.
If overnight storage over the weekend is necessary, Carrier will be paid an additional rate of £3.00 per standard pallet per night.
If (i) a Shipment is refused at the destination due to incorrect information from the Shipper (such as bad references) or (ii) the Shipper, at the delivery point, requests the Shipment to be returned to the pick-up point, Carrier will be paid as a return fee, 70% of the Initial Payment, provided that the Carrier agrees to re-deliver the Goods at the proposed time and date by Zeus Labs, unless a fixed rate per pallet applies for a specific shipper.
In case the Shipment is a multi-route Shipment, the 70% fee will be calculated on the basis of the drop which is rejected.
All cross border activities e.g. preparation of any document or performing a customs clearance shall be included in the rates.
For any delay in delivery or arrival at loading address, faulty or defective equipment, Zeus Labs shall be entitled to charge the Carrier such costs it incurred due to such events and an additional £50 as administration fee.
- A Shipment may be canceled at any time before 24 hours from the time for picking up Goods to avoid cancellation charges. If Shipper cancels at any time after that, Carrier will be paid a percentage of the Initial Payment, depending on the status of the Shipment at the time of cancellation (as evidenced by the Driver App) as follows:
a) 50% of the Initial Payment if the driver is in route to pick-up;
b) 70% of the Initial Payment if the driver has arrived at the pick-up location;`
c) 100% of the Initial Payment if the vehicle has started to be loaded.
ANNEXURE II - PROHIBITED GOODS
Contraband or illegal, dangerous, radioactive, hazardous or offensive products;
Articles that are regulated by the European Agreement concerning the International Carriage of Dangerous Goods by Road (“ADR”);
Cash, banknotes, commercial or banking or exchange effects, bank cards, credit cards, telephone cards, securities and coupons for securities, lottery, pools and the like;
Any other good that may be qualified as dangerous based on their nature or based on the precautions that should be taken for their transport, or, which may be prohibited under any applicable law or regulation.
ANNEXURE III - ROLES AND RESPONSIBILITIES
1. Zeus Labs:
Shall strive towards the highest possible quality when performing the Services.
Shall ensure availability of all vehicles, staff and other aids that it uses in performing the Services as well as all licenses required for this purpose at its own expense. Zeus Labs shall ensure its and Carrier’s compliance with all statutory provisions and related regulations while performing the Services of with regard to the employment of its drivers and management of the vehicles.
Shall ensure that at least 90% of the trucks used for the performance of Services are with engines of “Euro VI” standard (or higher).
Shall ensure that equipment made available for a particular shipment has at least the requested loading capacity.
Shall be responsible to ensure to determine the safest, most suitable and reliable route for the destination referred to in the Shipment order.
Shall ensure that drivers know about, and follow the latest Safety Regulations by Shipper.
Shall ensure that the Goods are free of any encumbrance and shall not create any charge, lien or claim of any nature whatsoever on the Goods. The Goods shall be held by the Carrier in trust for Shipper until they are delivered.
- Shall draw up the Shipment orders on the Zeus Platform:
i) Arrival time and departure time at loading address;
ii) Name, place and postcode of loading address(es);
iii) Arrival time at unloading address(es);
iv) Number of pallets, weight and volume of load per loading address;
v) Required equipment.
Shall make the Goods available at the place, time and manner as laid down in the Shipment order and provide the Carrier with all relevant information on the Goods and the handling thereof.
Shall provide Zeus Labs with an overview of the NCR (Non-Conformance Report) drawn up on an annual basis.
Shall not request transport for Prohibited Goods as set forth in Annexure II.