Terms and Conditions of Use
These Terms govern access to and use of the Laydn platform. By registering an Account, you confirm that you have authority to bind the Member and that the Member accepts these Terms.
1. Definitions and interpretation
1.1 In these Terms, the following expressions have the following meanings:
| "Account" | the account through which a Member accesses the Platform. |
| "Compliance Documentation" | operator's licences, certificates of insurance and other documents uploaded by a Member. |
| "Load" | a consignment listed on the Platform for carriage. |
| "Member" | the business entity in whose name an Account is registered. |
| "Platform" | the Laydn software application, website and associated services. |
| "Transport Contract" | any contract for the carriage, storage or handling of goods concluded between Members. |
| "User" | an individual authorised by a Member to access the Platform. |
| "we", "us", "our" | Laydn, as identified at clause 2.1. |
| "you", "your" | the Member and, where the context requires, its Users. |
1.2 Clause headings are for convenience only and do not affect interpretation. Words importing the singular include the plural and vice versa. Any phrase introduced by "including", "in particular" or similar is illustrative and does not limit the words preceding it. A reference to legislation is a reference to it as amended or re-enacted.
2. The provider
2.1 The Platform is operated by Laydn, of C/O Mako Digital, 6 Seven Stars Road, Wigan, WN3 5AT, United Kingdom. Correspondence may be sent to martin@laydn.co.uk.
2.2 These Terms, together with the Privacy Notice and Cookie Notice, constitute the entire agreement between the parties in respect of the Platform and supersede any prior arrangement, representation or understanding.
3. Nature of the service, and exclusion of transactional liability
3.1 We are a software provider. The Platform is a technology service which enables Members to identify and communicate with one another. We are not a carrier, haulier, freight forwarder, broker, agent, bailee or intermediary, and we do not undertake the carriage, storage or handling of goods.
3.2 We are not a party to any Transport Contract. Each Transport Contract is concluded exclusively between the contracting Members, on such terms as those Members agree. We are not a party to it, we accept no obligation under it, and we take no commission, brokerage or other remuneration in respect of it.
3.3 We give no guarantee of payment or performance. For the avoidance of doubt, we do not guarantee, warrant, underwrite, insure or otherwise stand behind the performance or solvency of any Member. We accept no liability whatsoever in respect of non-payment, late payment, short payment, disputed invoices, insolvency, or any failure to collect, deliver or perform. We are under no obligation to pursue, mediate or arbitrate any such matter, and any assistance we may elect to provide shall not give rise to any duty or liability.
3.4 Compliance Documentation is displayed, not verified. Compliance Documentation is supplied by the uploading Member and is made available to other Members in the form supplied. We do not authenticate, validate, endorse or accept responsibility for the accuracy, currency or genuineness of any such document, and its display on the Platform shall not be construed as any representation or warranty by us as to the standing of any Member. Ratings, reviews and scores are the opinions of the Members who submitted them.
3.5 You are responsible for your own due diligence. You must satisfy yourself as to the identity, licensing, insurance, financial standing and suitability of any Member with which you contract, on each and every occasion, and must not rely on the Platform or on us for that purpose. Nothing on the Platform constitutes advice or a recommendation to contract with any Member.
4. Eligibility and Accounts
4.1 The Platform is made available to businesses established in the United Kingdom and acting in the course of their trade. It is not offered to consumers, and the statutory rights conferred on consumers do not apply.
4.2 You warrant that you hold, and will maintain throughout your use of the Platform, all authorisations, licences and insurances required for your activities, including where applicable a valid operator's licence and goods-in-transit and public liability cover at adequate levels.
4.3 You are responsible for maintaining the confidentiality of Account credentials and for all activity conducted through your Account, whether or not authorised. You must notify us without undue delay upon becoming aware of any unauthorised access.
4.4 You are responsible for the acts and omissions of your Users, including drivers to whom you grant access, and for the prompt removal of any User who ceases to be authorised.
5. Fees
5.1 The Platform is presently provided without charge during its launch period. Following that period, access will be subject to a fixed periodic subscription per Member, levied irrespective of the number of Users or Loads.
5.2 We do not levy commission, brokerage or any percentage charge on the value of any Load or Transport Contract.
5.3 No charge will be applied without prior notice to you and your acceptance of the applicable subscription terms. There is no minimum term and no notice period is required to cease use.
6. Listing and acceptance of Loads
6.1 You must list only genuine Loads which you have authority to offer and which you intend and are able to fulfil, and must state a price for each Load. Listings expressed as "price on application" are not accepted. Every price stated on a listing is exclusive of VAT. Where the Member performing the Load is registered for VAT, VAT is chargeable on top of the stated price at the prevailing rate, and that Member remains responsible for its own VAT position, invoicing and records.
6.2 You must not list the same Load repeatedly for the purpose of obtaining prominence, list anything other than freight requirements, or list a Load which has been withdrawn or fulfilled.
6.3 Where you accept a Load or award a Load to another Member, you must perform your obligations under the resulting Transport Contract. Persistent failure to do so may result in suspension or termination under clause 13.
7. Acceptable use
7.1 You must not, and must procure that your Users do not:
(a) extract, scrape, index or systematically copy any part of the Platform or its contents; (b) resell, sublicense or otherwise make available access to the Platform to any third party; (c) use data obtained from the Platform to compile, populate or enrich any competing database or directory; (d) submit any information which is false, misleading, unlawful, defamatory or infringing; (e) contact Members for any purpose other than freight; (f) introduce malicious code or attempt to gain unauthorised access to the Platform, its infrastructure or any Account; or (g) use the Platform in breach of any applicable law or regulation.
8. Intellectual property
8.1 All intellectual property rights in the Platform, including its software, design, database structure and branding, belong to us or our licensors. You are granted a non-exclusive, non-transferable, revocable licence to use the Platform for your internal business purposes for the duration of your Account, and no other rights are granted.
8.2 You retain ownership of content you submit, and grant us a non-exclusive licence to host, reproduce and display that content to the extent necessary to operate the Platform.
9. Availability
9.1 The Platform is provided on an "as available" basis. We do not warrant that it will be uninterrupted or error-free, and we may suspend access for maintenance, security or operational reasons.
9.2 We give no warranty as to the volume, quality, suitability or availability of Loads, carriers or counterparties, and make no representation that use of the Platform will result in any particular commercial outcome.
10. Limitation of liability
10.1 Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any liability which cannot lawfully be excluded or limited.
10.2 Subject to clause 10.1, and without prejudice to clause 3, we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for: (a) loss of profit, revenue, business, contracts or anticipated savings; (b) loss of or damage to goods, or any claim arising under a Transport Contract; (c) sums unpaid by another Member; (d) loss of or corruption of data; (e) loss of goodwill or reputation; or (f) any indirect, special or consequential loss.
10.3 Subject to clause 10.1, our aggregate liability arising out of or in connection with these Terms shall not exceed the total fees paid by you to us in the twelve months preceding the event giving rise to the claim. Where the Platform has been provided without charge, that sum is nil.
10.4 Each provision of this clause 10 operates separately. If any part is held unenforceable, the remaining parts continue in effect.
11. Indemnity
11.1 You shall indemnify us against all liabilities, costs, expenses, damages and losses (including reasonable legal fees) suffered or incurred by us arising out of or in connection with your use of the Platform, your breach of these Terms, or any claim brought by a third party in respect of a Transport Contract to which you are a party.
12. Data protection
12.1 Our processing of personal data is described in the Privacy Notice. Each party shall comply with its obligations under the UK General Data Protection Regulation and the Data Protection Act 2018 in respect of personal data processed in connection with the Platform.
13. Suspension and termination
13.1 You may close your Account at any time. 13.2 We may suspend or terminate an Account with immediate effect where a Member is in material breach of these Terms, where we reasonably suspect fraudulent or unlawful use, or where continued access would prejudice other Members. Where reasonably practicable we will give prior notice and our reasons. 13.3 Termination does not affect any accrued rights or the continuing operation of clauses 3, 8, 10, 11 and 17.
14. Variation
14.1 We may amend these Terms from time to time. Material amendments will be notified to you in advance of taking effect. Continued use of the Platform following the effective date constitutes acceptance of the amended Terms.
15. Force majeure
15.1 We shall not be in breach of these Terms, nor liable for any delay or failure in performance, arising from any cause beyond our reasonable control.
16. General
16.1 Assignment. You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights on notice to you. 16.2 Severance. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary, or deleted, and the remainder shall continue in force. 16.3 Waiver. No failure or delay in exercising a right constitutes a waiver of it. 16.4 Third party rights. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions. 16.5 Notices. Notices to us must be sent to martin@laydn.co.uk; notices to you will be sent to the email address registered to your Account. 16.6 No partnership. Nothing in these Terms creates a partnership, joint venture or relationship of employment or agency between the parties.
17. Governing law and jurisdiction
17.1 These Terms, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims), are governed by and construed in accordance with the law of England and Wales. 17.2 The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.