Terms of Service (Drivers)

Agreement to Our Legal Terms

We are NexoZip Ltd, a company registered in the United Kingdom, trading as NexoZip ("Company", "we", "us", or "our"). We operate the official website and the associated mobile application (the "Site"), together with any other related products and services that link to these legal terms (collectively, the "Services").

What NexoZip does: NexoZip Ltd is strictly a technology provider operating a peer-to-peer (P2P) digital marketplace via a web and mobile application. The platform acts exclusively as a digital intermediation venue, designed to connect independent transport service providers ("Drivers" or "Carriers") with private or business users who need logistics and shipping services (Customers).

How the Platform works for Drivers: Customers post details of items they need transported (e.g. dimensions, pickup location and destination) on the NexoZip marketplace. Registered independent Drivers view these listings and submit competitive, independent financial bids to secure the job using platform credits (Blind Bidding). Customers have full freedom to select their preferred Driver. Once a bid is accepted, NexoZip facilitates the digital connection and communication between both parties.

Monetisation model: NexoZip charges no commission on individual deliveries. Instead, the platform operates a credits-based Software-as-a-Service (SaaS) model, in which Drivers purchase prepaid credit packages from NexoZip Ltd to unlock the ability to submit bids or view leads on the marketplace.

Absolute legal & operational limits: NexoZip Ltd is not a transport, freight, courier, or logistics company. We do not own, operate, or manage any delivery vehicles, nor do we employ drivers. All Drivers operating on the platform are independent service providers or third-party businesses running their own commercial operations. They are not agents, joint-venture partners, or employees of NexoZip Ltd. The contract for the transport of goods is made exclusively and directly between the Customer and the selected Driver. NexoZip Ltd assumes no liability for delays, losses, damages, theft, or disputes arising from the physical transport service.

You can contact us by email at administrativa@nexozip.com.

These Legal Terms constitute a commercially and legally binding contract between you, as an independent professional or on behalf of a licensed entity ("Driver", "Carrier", or "you"), and NexoZip Ltd. By accessing or using the Services, you confirm that you have read, understood, and agreed to be bound by the entirety of these Legal Terms.

IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND MUST STOP USING THEM IMMEDIATELY.

1. Credit System (SaaS Pay-As-You-Go)

1.1. Operation and Purchase

1. The NexoZip platform does not operate on a subscription model. Drivers purchase Credit packages ("NexoCredits") on their own initiative to submit bids on the transport marketplace.
2. Once credits run out, Drivers freely decide whether to purchase more, with no obligation of continuity or automatic renewal. Each credit consumed is used specifically for the act of bidding on or unlocking transport opportunities.
3. If a Driver's NexoCredits balance reaches zero, the system will automatically block the ability to submit new bids or interact with active listings until a new top-up is made.
4. If a bid submitted by a Driver fails (e.g. the listing is cancelled by the customer or expires unawarded), the system will automatically refund the credits associated with that specific bid to the Driver's account balance.
5. NexoCredits legitimately purchased by a Driver do not expire, remaining valid in the digital wallet for as long as the account stays active and compliant with these terms. However, NexoCredits are strictly personal, commercial, and non-transferable — their sale, donation, assignment, or transfer to other Drivers' or third parties' accounts is expressly prohibited.

1.2. Refund and Cancellation Policy (Absolute)

All commercial credit purchases are final, definitive, and non-refundable in cash, as the digital-credit allocation service to the Driver's wallet is performed and completed immediately upon payment confirmation. Failure to use credits due to lack of awarded bids confers no right to a refund or compensation.

1.3. Price Changes

NexoZip Ltd may periodically adjust the price of commercial credit packages. Any price changes will be communicated on the platform and will apply only to credit purchases made after the effective date of such changes.

2. Nature of the Marketplace and Aggressive Anti-Bypass Clause

2.1. Nature of the Service

NexoZip Ltd sells commercial digital credits ("NexoCredits") to professional transport service providers to allow them to view or bid on transport service opportunities. NexoZip Ltd acts strictly as a hosting service provider, is entirely independent of, and assumes no civil, criminal, tax, or contractual liability for the performance, quality, legality, or payment of the actual physical transport services.

2.2. Prohibition of Negotiation Bypass (Anti-Bypass)

1. Drivers are strictly prohibited from entering or sharing personal or business contact details (including, but not limited to: phone numbers, emails, website links, social media, billing details, or references disguised in text or image form) in public profile fields, public bidding sections, comment boxes, or open communication areas before a business opportunity (lead) has been officially unlocked and awarded through the use of NexoCredits.
2. Bids are intended solely to set the price and conditions of the transport service within the Platform's closed ecosystem.
3. Any attempt, detected by the system or reported, to bypass the Platform to enter into the Transport Contract outside of it ("disintermediation") will result in immediate and permanent banning of the Driver's account, including the total loss and forfeiture of any remaining NexoCredits balance in the digital wallet, with no right to prior notice, compensation, or refund.

3. Nature and Binding Character of Bids

1. By submitting a bid on the Platform, the Driver issues a firm statement of intent and is legally bound to perform the transport service at the price and conditions submitted, should the Customer accept it.
2. The Driver may not, under any circumstances, demand additional amounts outside the platform (as hidden fees, fuel charges, or commissions) that were not explicitly itemised in the bid accepted by the Customer.
3. Unjustified cancellation of accepted bids or repeated failure to fulfil awarded jobs will negatively affect the Driver's account performance rating, entitling NexoZip to temporarily limit or block the account's access to the bidding system.

4. B2B Tax Status, VAT Reverse Charge, and Verification

4.1. Professional Status and Technical Fitness Declaration

The purchase of NexoCredits packages is strictly a business-to-business (B2B) transaction. By registering as a Driver and purchasing NexoCredits, you explicitly warrant and declare that you are acting in your professional, commercial, or business capacity, and that you hold a valid and active Tax Identification Number in Portugal or the European Union.

You warrant, declare, and assume under your sole legal responsibility that you hold all licences, permits, administrative authorisations (namely licensing with the IMT, where applicable in Portuguese territory), mandatory periodic vehicle inspections, and civil-liability and cargo insurance valid and necessary for lawfully providing goods-transport services. NexoZip Ltd reserves the right to request electronic proof of licensing and insurance at any time, and may temporarily suspend the Driver's account if such documents are not provided within the requested timeframe.

4.2. Reverse Charge Mechanism

All invoices generated from NexoCredits purchases will be issued by NexoZip Ltd (a UK-registered Limited company) under the VAT reverse-charge mechanism pursuant to Article 196 of the EU VAT Directive (or the equivalent CIVA rules in Portugal). The Driver assumes total, exclusive, and absolute responsibility for reporting, declaring, and self-assessing the VAT applicable to these purchases in their tax returns to the relevant country's Tax Authority. The Driver is also solely responsible for issuing proper invoices to end Customers for the transport services performed.

4.3. Mandatory Verification

To maintain B2B tax compliance, NexoZip Ltd uses Didit.me tools for automated data validation. Drivers must provide corresponding documentation during onboarding or whenever requested. NexoZip Ltd reserves the right to immediately suspend and freeze accounts that cannot be verified as an active professional tax entity. No refunds will be issued for credits purchased under false, invalid, or non-professional tax identities.

5. Purchases and Payment Processing

We accept the following payment methods for purchasing credits:

• Visa
• Mastercard
• PayPal

5.1. Payment Fraud and Chargebacks

You agree to provide current, complete, and accurate account and purchase information for all transactions made through the Services. All payments will be settled in Euros (€).

NexoZip Ltd adopts a zero-tolerance policy towards financial fraud. If any NexoCredits purchase is made through fraudulent payment methods, cloned credit cards, or results in an unjustified chargeback with the bank or Stripe, NexoZip Ltd reserves the right to:

1. Immediately remove and void all credits from the Driver's digital wallet;
2. Immediately, permanently, and without prior notice suspend the Driver's professional account;
3. Withhold any amounts and report identity data to the relevant authorities and digital fraud-prevention bodies.

6. Prohibited Activities and Conduct

As a professional provider and user of the Services, you agree not to:

1. Use the Services to request, facilitate, or carry out the transport of illegal, dangerous, stolen, flammable, or legally restricted goods, substances, or materials.
2. Systematically extract data or collect information about Customers outside the parameters and flows authorised by the platform.
3. Submit false or misleading financial bids, or bids intended to fraudulently manipulate the bidding ecosystem.
4. Use any information obtained through the Services to harass, abuse, or harm Customers or other Drivers.
5. Reverse-engineer, decipher, or decompile the software that comprises or is part of the Services.

6.1. Minimum Service Standards (SLA)

While NexoZip Ltd does not oversee the physical performance of the transport, the Driver agrees that continued access to the marketplace depends on meeting minimum professional service standards. Once a bid is accepted by a User, the Driver agrees to:

• Mandatory attendance: attend the location, date, and time set for pickup of the goods, except for duly evidenced force majeure;
• Meeting deadlines: complete the route and deliver within commercially reasonable timeframes previously agreed with the User;
• Proactive communication: promptly and directly inform the User of any unforeseen event, breakdown, or delay affecting pickup or delivery.

Repeated or unjustified failure to meet these standards will result in the Driver's suspension or permanent exclusion from the platform, with no right to compensation.

7. Account Registration and Security

You agree to keep your password confidential and will be responsible for all use of your account. If you provide any information that is false, inaccurate, outdated, or incomplete in your professional credentials or transport licences, we have the right to immediately suspend or terminate your account.

8. Intellectual Property and Image Rights

We own or license all intellectual property rights in our Services, including source code, databases, features, software, website designs, and trademarks (the "Marks"). Subject to your strict compliance with these terms, we grant you a limited, revocable, non-exclusive licence to access the platform strictly for internal purposes of your transport business.

By submitting photos, logos, vehicle images, or descriptions on your Driver profile ("Contributions"), you grant NexoZip a worldwide, perpetual, irrevocable, royalty-free licence to display, use, and reproduce such data on the platform and in marketing campaigns for the proper operation and promotion of the marketplace.

9. Review and Content Guidelines

Customers may post reviews and ratings about your professional performance on the Services. You acknowledge that NexoZip Ltd acts as a neutral platform and has no obligation to remove or moderate reviews, except where they violate the explicit guidelines on abusive or hateful language described in the general terms.

10. Modifications, Interruptions, and Adaptation to EU Legislation (P2B)

1. We reserve the right to change, modify, or remove the content or features of the platform at any time, at our sole discretion. We will not be liable to you or third parties for any modification, price change, suspension, or technical discontinuation of the Services. We do not guarantee that the platform will be available 24/7, and technical failures or scheduled maintenance may occur.
2. Prior notice for changes (EU Regulation 2019/1150): in accordance with Regulation (EU) 2019/1150 (P2B), any material change to these Terms and Conditions will be communicated to the Driver by email with a minimum of 15 days' notice before it takes effect.
3. Prior notice for closure/suspension: if NexoZip decides to fully discontinue services and permanently close a Driver's account, it will send a reasoned notification by email with a minimum of 30 days' notice before the closure takes effect. This 30-day period does not apply in cases of a mandatory legal obligation, or where a serious and repeated breach of these Terms is proven (including fraud, fraudulent chargebacks, or bypass practices).

11. Governing Law and Jurisdiction

These Legal Terms are governed by and construed strictly in accordance with the laws of England and Wales. As this is a strictly commercial (B2B) relationship, NexoZip Ltd and the Driver agree to submit to the exclusive jurisdiction of the courts of England and Wales for resolving any contractual, commercial, or financial dispute arising from use of the platform or purchase of NexoCredits.

12. Disclaimer

THE SERVICES ARE PROVIDED "AS IS". TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEXOZIP LTD DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

AS A MERE TECHNOLOGY PROVIDER, WE DO NOT ENGAGE IN, SUPERVISE, OR GUARANTEE PAYMENT OF TRANSPORT SERVICES BY CUSTOMERS, NOR THE SAFETY OR CUSTODY OF GOODS. THE DRIVER FULLY ASSUMES THE COMMERCIAL RISK OF THEIR BIDS AND OF PROVIDING THEIR PHYSICAL SERVICES.

13. Limitations of Liability

IN NO EVENT WILL NEXOZIP LTD, ITS DIRECTORS, OR EMPLOYEES BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOST DATA RESULTING FROM USE OF THE PLATFORM.

OUR MAXIMUM LIABILITY TO THE DRIVER, FOR ANY CAUSE AND REGARDLESS OF THE FORM OF THE AGREEMENT, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT YOU ACTUALLY PAID THE COMPANY FOR THE PURCHASE OF NEXOCREDITS DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

14. Indemnification and Right of Recourse

1. The Driver agrees to defend, indemnify, and hold NexoZip Ltd harmless from any liability, loss, damage, or claim (including legal fees and court costs) made by any third party or Customer arising from or related to: (1) your provision of, or failure to provide, physical transport services; (2) breach of these Legal Terms; or (3) infringement of transport regulations or third-party rights over goods.
2. If NexoZip is judicially or extrajudicially approached regarding damage to goods or claims under the Driver's responsibility, the Driver agrees to assume NexoZip's legal defence and to fully reimburse the Company for all expenses arising from the process.

15. Miscellaneous

These Legal Terms and any policies we publish constitute the entire agreement between the Driver and NexoZip Ltd. If any provision is found to be unlawful or unenforceable, that portion is severable and does not affect the validity of the remaining provisions. No joint venture, partnership, employment, or agency relationship is created between the Driver and NexoZip Ltd.

16. Contact Us

To resolve any issue or get further clarification about credit purchases or how the platform works, contact:

NexoZip Ltd
Email: administrativa@nexozip.com
Address: Suite RA01, 195-197 Wood Street, London, E17 3NU
UK Company Number: 17323445