Automated Job Booking for Logistics Companies

These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you") and Exonico Ltd ("Exonico", "we", "us", or "our"), concerning your access to and use of the exoni.co website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the "Site") and our software as a service platform (the "Service").

We are registered in England and Wales (Company Number: pending) and have our registered office at Leicester, United Kingdom. You agree that by accessing the Site or using the Service, you have read, understood, and agree to be bound by all of these Terms and Conditions. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS AND CONDITIONS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND SERVICE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions from time to time. We will alert you about any changes by updating the "Last updated" date of these Terms and Conditions, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Site so that you understand which Terms apply.

You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms and Conditions by your continued use of the Site after the date such revised Terms and Conditions are posted.

All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Site. If you are a minor, you must have your parent or guardian read and agree to these Terms and Conditions prior to you using the Site.

Exonico Ltd provides an automated job booking platform designed for logistics companies. The Service monitors broker platforms and automatically books available jobs based on user-defined criteria and preferences.

The Service operates on a software as a service (SaaS) model, providing Users with access to our cloud-based platform. The Service includes features such as real-time monitoring, automated booking, filtering capabilities, analytics, and reporting tools.

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice. We may also impose limits on certain features or restrict access to parts or all of the Service without liability.

The Service is designed to interface with third-party broker platforms. We do not control these third-party platforms and are not responsible for their availability, functionality, terms of service, or any changes they may make.

Unless otherwise indicated, the Site and Service are our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United Kingdom, international copyright laws, and international conventions.

The Content and the Marks are provided on the Site "AS IS" for your information and personal use only. Except as expressly provided in these Terms and Conditions, no part of the Site, Service, Content, or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site and Service, you are granted a limited license to access and use the Site and Service and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, Service, Content, and Marks.

By using the Site and Service, you represent and warrant that:

(1) All registration information you submit will be true, accurate, current, and complete;

(2) You will maintain the accuracy of such information and promptly update such registration information as necessary;

(3) You have the legal capacity and you agree to comply with these Terms and Conditions;

(4) You are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Site;

(5) You will not access the Site or Service through automated or non-human means, except as expressly permitted by the Service functionality;

(6) You will not use the Site or Service for any illegal or unauthorised purpose;

(7) Your use of the Site and Service will not violate any applicable law or regulation;

(8) You have all necessary rights and permissions to connect your broker platform accounts to our Service;

(9) You are responsible for ensuring your use of the Service complies with any applicable terms of service of the broker platforms you connect to.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site and Service (or any portion thereof).

You may be required to register with the Site to access the Service. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

Each account is for a single User or entity only. You may not share your account credentials with any other person or entity. We reserve the right to terminate accounts that are shared or used by multiple parties without authorisation.

You are solely responsible for maintaining the security of your account and all activities that occur under your account. You must notify us immediately of any unauthorised use of your account or any other breach of security. We will not be liable for any loss or damage arising from your failure to comply with this security obligation.

If you are registering on behalf of a business entity, you represent that you have the authority to bind that entity to these Terms and Conditions.

Access to the Service requires payment of applicable fees as set out in our pricing schedule. All fees are exclusive of applicable taxes (including VAT) unless otherwise stated.

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed.

Subscription fees are billed in advance on a recurring basis (monthly or annually, depending on your selected plan). You consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation.

We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Site. We may change prices at any time with reasonable notice to existing subscribers.

All purchases are non-refundable unless otherwise specified. You can cancel your subscription at any time by contacting us. Your cancellation will take effect at the end of the current paid term.

We grant to you a non-exclusive, revocable, personal, and non-transferable license to use the Service solely in connection with your legitimate business operations and in accordance with these Terms and Conditions.

The Service and any related documentation is provided "as is" without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. You accept any and all risk arising out of use or performance of the Service.

You may not reproduce, redistribute, sublicense, or resell the Service or any access thereto except in accordance with these Terms and Conditions. It is strictly prohibited to resell software or Service access to third-party persons or entities.

You shall not attempt to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service, except to the extent expressly permitted by applicable law.

You may not access or use the Site or Service for any purpose other than that for which we make them available. As a user, you agree not to:

• Systematically retrieve data or other content from the Site or Service to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.

• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.

• Circumvent, disable, or otherwise interfere with security-related features of the Site or Service.

• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site or Service.

• Use any information obtained from the Site or Service in order to harass, abuse, or harm another person.

• Make improper use of our support services or submit false reports of abuse or misconduct.

• Use the Site or Service in a manner inconsistent with any applicable laws or regulations.

• Upload or transmit viruses, Trojan horses, or other material that interferes with any party's uninterrupted use and enjoyment of the Site or Service.

• Engage in any automated use of the system outside of the Service's intended functionality.

• Attempt to impersonate another user or person or use the username of another user.

• Interfere with, disrupt, or create an undue burden on the Site or Service or the networks connected thereto.

• Attempt to bypass any measures designed to prevent or restrict access to the Site or Service.

• Copy or adapt the Site's or Service's software, including but not limited to HTML, JavaScript, or other code.

• Sell or otherwise transfer your profile or account access.

• Use the Service to compete with us or for any revenue-generating endeavour outside of your legitimate logistics operations.

The Service is designed to interface with third-party broker platforms and freight marketplaces. By using our Service, you acknowledge and agree that:

• You are solely responsible for maintaining valid accounts and credentials with any broker platforms you connect to our Service.

• You are solely responsible for ensuring your use of our Service complies with the terms of service of any broker platforms.

• We do not guarantee that our Service will be compatible with or compliant with broker platforms' terms of use and conditions at all times.

• Broker platforms may change their systems, APIs, terms, or policies at any time, which may affect the functionality of our Service.

• We are not responsible for any actions taken by broker platforms against your accounts, including suspension or termination.

• We are not affiliated with, endorsed by, or sponsored by any broker platforms unless expressly stated otherwise.

• Any data obtained from broker platforms through our Service is subject to both our policies and the policies of the respective broker platforms.

We care about data privacy and security. By using the Site and Service, you agree to be bound by our Privacy Policy, which is incorporated into these Terms and Conditions.

Exonico Ltd may collect anonymous user data to enhance user experience and holds sole discretion whether to use such data for service improvement and analytics purposes. All information that is collected is stored in encrypted servers with appropriate security measures.

We will maintain certain data that you transmit to the Service for the purpose of managing the performance of the Service, as well as data relating to your use of the Service. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Service.

You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

Please be advised the Service may store data in servers located in the United Kingdom and/or European Union. If you access the Service from other regions, you consent to the transfer of your data to these locations.

THE SITE AND SERVICE ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND SERVICE WILL BE AT YOUR SOLE RISK.

TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND SERVICE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Exonico Ltd does not guarantee that:

• The Service will result in successful booking of any jobs — the software improves the chances of booking a job but does not guarantee it;

• The Service corresponds to and will meet user's requirements;

• The Service complies with broker companies or any other entity's terms of use and conditions;

• The Service will be uninterrupted, timely, secure, or error-free;

• The results obtained from using the Service will be accurate or reliable;

• Any errors in the Service will be corrected.

WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE'S OR SERVICE'S CONTENT AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, PERSONAL INJURY OR PROPERTY DAMAGE, UNAUTHORISED ACCESS TO OUR SERVERS, ANY INTERRUPTION OR CESSATION OF TRANSMISSION, ANY BUGS, VIRUSES, OR THE LIKE, OR ANY ERRORS OR OMISSIONS IN ANY CONTENT.

Exonico Ltd and its affiliates are not responsible for any loss or damage of data, as well as other consequences caused by any nature. The Service is provided "as is" with no warranties and guarantees, and the user agrees to use at his or her own risk.

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE OR SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Exonico Ltd and its affiliates shall not be liable to the user and/or any third party for any type of damages resulting from the use of the Service, company websites, parts and/or functions.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE THREE (3) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING.

CERTAIN UK LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable legal fees and expenses, made by any third party due to or arising out of:

(1) Your use of the Site or Service;

(2) Breach of these Terms and Conditions;

(3) Any breach of your representations and warranties set forth in these Terms and Conditions;

(4) Your violation of the rights of a third party, including but not limited to intellectual property rights;

(5) Any violation of broker platform terms of service arising from your use of our Service;

(6) Any overt harmful act toward any other user of the Site or Service.

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defence of such claims.

These Terms and Conditions shall remain in full force and effect while you use the Site or Service.

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE AND SERVICE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS AND CONDITIONS OR OF ANY APPLICABLE LAW OR REGULATION.

WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR SERVICE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action.

The company has the right to install or implement any additional requirements and restrictions in relation to Service usage at any time.

We reserve the right to change, modify, or remove the contents of the Site or Service at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site or Service.

We also reserve the right to modify or discontinue all or part of the Site or Service without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site or Service.

We cannot guarantee the Site or Service will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site or Service at any time or for any reason without notice to you.

You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site or Service during any downtime or discontinuance. Nothing in these Terms and Conditions will be construed to obligate us to maintain and support the Site or Service or to supply any corrections, updates, or releases in connection therewith.

These Terms and Conditions and your use of the Site and Service are governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles.

Any dispute arising out of or in connection with these Terms and Conditions, including any question regarding its existence, validity, or termination, shall first be subject to good faith negotiations between the parties for a period of not less than thirty (30) days.

If the dispute cannot be resolved through negotiation, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions.

Notwithstanding the foregoing, we reserve the right to seek injunctive or other equitable relief in any court of competent jurisdiction to protect our intellectual property rights.

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing.

YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.

These Terms and Conditions and any policies or operating rules posted by us on the Site or in respect to the Service constitute the entire agreement and understanding between you and us.

Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision.

These Terms and Conditions operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time.

We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control (force majeure).

If any provision or part of a provision of these Terms and Conditions is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions.

There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms and Conditions or use of the Site or Service.

You agree that these Terms and Conditions will not be construed against us by virtue of having drafted them.

In order to resolve a complaint regarding the Site or Service or to receive further information regarding use of the Site or Service, please contact us at:

Exonico Ltd

Leicester, United Kingdom

Email: hello@exoni.co