Terms & Conditions

These Terms and Conditions (“Terms”) govern access to and use of the Freight Exchangers website and platform (“Platform”), operated by Freight Exchangers Ltd, a company registered in Scotland under company number SC899966 (“Freight Exchangers”, “we”, “us” or “our”).

By registering for an account, purchasing or continuing a membership, or using the Platform, you agree to these Terms.

1. About Freight Exchangers

Freight Exchangers provides a business-to-business online freight exchange through which transport businesses and other eligible businesses can advertise, discover and communicate about available freight loads and vehicle capacity.

Freight Exchangers provides the Platform only.

Unless expressly agreed otherwise, Freight Exchangers:

• is not the carrier, haulier or freight forwarder for loads arranged between members;
• does not transport goods advertised on the Platform;
• does not provide the vehicles or drivers advertised by members;
• does not employ the businesses using the Platform;
• does not buy or sell the transport services arranged between members; and
• is not a party to transport contracts entered into between members.

Any transport agreement made following contact through Freight Exchangers is entered into directly between the businesses concerned.

2. Business use only

Freight Exchangers is intended for business-to-business use and is not intended for consumers purchasing transport services for personal purposes.

By applying for membership, you confirm that:

• you are acting for a genuine business;
• the information you provide is accurate to the best of your knowledge; and
• you have authority to register and act on behalf of that business.

A business does not have to be VAT registered to apply for membership.

3. Registration and company verification

Businesses must provide accurate and current information when applying to join Freight Exchangers.

We may request information or documentation reasonably necessary to verify an applicant's identity or business, including where applicable company registration, VAT or insurance documentation.

Submission of an application does not guarantee acceptance. Freight Exchangers may approve or reject applications where reasonably necessary to protect the Platform, its members or the integrity of the service.

Where Freight Exchangers reviews information or documents as part of verification, this is intended to assist with confirming information supplied by the applicant. It is not a guarantee or endorsement of the company's reliability, financial position, vehicles, drivers, ability to perform a particular transport service or suitability for a particular job.

Members remain responsible for carrying out their own checks before agreeing to work with another member.

4. Accounts and authorised users

Account credentials must be kept secure and must not knowingly be shared with unauthorised persons.

Company administrators are responsible for managing the users associated with their company.

The number of authorised users available to a company depends on its membership plan.

Members are responsible for activity undertaken through accounts they have authorised.

You must notify Freight Exchangers promptly if you believe an account has been compromised or accessed without permission.

5. Membership plans

Access to member-only features requires an active membership.

Available plans, prices and user allowances are displayed on the Freight Exchangers Membership page.

Unless Freight Exchangers and the member expressly agree otherwise, membership operates on a rolling monthly basis.

Alternative fixed membership periods may be agreed separately.

6. Monthly invoicing and payment

For rolling monthly memberships, Freight Exchangers will issue a membership invoice each month.

Unless otherwise agreed in writing, invoices must be paid within 7 calendar days of the invoice date.

Members are responsible for keeping their billing details and Accounts Email accurate and up to date.

If an invoice remains unpaid after its due date, Freight Exchangers reserves the right to suspend or restrict the member's access to the Platform until the overdue amount has been paid in full.

While suspended for non-payment, a member may be prevented from accessing member-only functionality, including viewing or posting Loads and Trucks.

Suspension for non-payment:

• does not constitute cancellation of membership;
• does not remove the obligation to pay amounts already due; and
• does not automatically stop continuing membership obligations.

Freight Exchangers may restore access once the overdue balance has been paid.

7. Cancellation

A member wishing to cancel a rolling monthly membership must give Freight Exchangers one calendar month's notice.

The notice period begins on the date Freight Exchangers receives the cancellation notice.

For example, if cancellation notice is received on 15 September, the membership will end on 15 October.

Cancellation notice should be sent to support@freightexchangers.co.uk, unless Freight Exchangers provides another cancellation method.

Membership and applicable charges continue during the notice period.

Cancellation does not remove the obligation to pay invoices or other amounts that became due before the membership ends.

Simply stopping payment or ceasing to use the Platform does not constitute cancellation.

8. Fixed-term memberships

Where Freight Exchangers and a member expressly agree a fixed membership period, including a multi-month or annual membership, the agreed duration, price and payment arrangements will apply.

A fixed-term membership does not automatically become a rolling monthly membership unless this has been agreed between Freight Exchangers and the member.

9. Refunds

Membership fees and subscription charges that have become due or have been paid are non-refundable, except where a refund is required by law or expressly agreed by Freight Exchangers.

No full or partial refund will normally be provided because a member:

• changes its mind;
• chooses to stop using the Platform;
• cancels during a paid or invoiced membership period;
• does not make full use of its membership;
• has its access suspended for non-payment;
• has its access suspended or terminated because of a breach of these Terms; or
• otherwise decides it no longer wishes to use the service.

Cancellation does not remove liability for charges that became due before the membership ends.

10. Changes to membership prices

Freight Exchangers may change its membership plans and prices from time to time.

Where a price increase affects an existing rolling monthly membership, Freight Exchangers will provide the member with at least 30 days' notice before the new price takes effect.

A member who does not wish to continue at the new price may cancel in accordance with the normal one calendar month's notice requirement.

11. Posting Loads

Members may advertise freight loads available for transportation.

The member posting a Load is responsible for ensuring that the information supplied is accurate and sufficiently complete, including where applicable:

• collection location;
• delivery location;
• collection date and time;
• delivery date and time;
• weight;
• required vehicle type; and
• relevant additional information.

The posting member is responsible for updating or closing its listing when appropriate.

The Platform may automatically mark a Load as Expired once its collection date/time has passed.

A Load deliberately closed because transport has been arranged may separately be marked Covered.

12. Posting Trucks

Members may advertise available vehicles or transport capacity.

The member posting a Truck is responsible for ensuring that its information is accurate and sufficiently complete, including where applicable:

• current location;
• availability period;
• preferred destination;
• capacity;
• vehicle type; and
• relevant additional information.

The Platform may automatically mark a Truck as Expired once its stated availability period has passed.

A Truck listing deliberately closed by the member may separately be marked Covered.

13. Agreements between members

Freight Exchangers enables businesses to find and communicate with one another.

The businesses involved are solely responsible for agreeing the terms of any transport arrangement, including:

• transport price or rate;
• payment terms;
• collection and delivery requirements;
• cargo requirements;
• waiting-time charges;
• additional charges;
• cancellation arrangements;
• insurance requirements;
• documentation;
• liability arrangements; and
• any other commercial terms.

Members should ensure that important commercial terms are appropriately recorded between themselves.

Each member is responsible for carrying out its own checks on any company it proposes to work with, provide work to, accept work from or otherwise enter into a transport arrangement with.

These checks may include, where appropriate, the company's identity, trading status, insurance, licences, regulatory compliance, creditworthiness and suitability for the proposed work.

Acceptance onto or verification by Freight Exchangers does not remove a member's responsibility to conduct its own checks.

Freight Exchangers does not become a party to a transport contract simply because the businesses met through the Platform.

14. Payments between members

Payment for transport work arranged between members is a matter between those businesses.

Unless Freight Exchangers expressly introduces and identifies a separate payment service, Freight Exchangers:

• does not collect transport charges on behalf of members;
• does not guarantee that one member will pay another;
• does not guarantee another member's creditworthiness;
• does not accept responsibility for unpaid freight invoices, bad debts or other payment disputes between members; and
• is not a debt-collection service for transactions between members.

Members are responsible for agreeing their own payment terms, carrying out any credit or other checks they consider appropriate and recovering amounts owed to them.

15. Disputes, non-payment and insurance claims between members

Commercial disputes arising from transport arranged through the Platform are primarily matters between the businesses concerned.

This includes disputes concerning:

• unpaid or disputed invoices;
• loss of or damage to goods;
• collection or delivery;
• transport charges;
• insurance;
• liability; and
• other matters arising from a transport arrangement between members.

Freight Exchangers is not an insurer and does not administer, settle or pay insurance claims arising from transport arrangements made between members.

Responsibility for goods, insurance cover, insurance claims and associated liability remains subject to the agreement between the businesses concerned, their applicable insurance arrangements and applicable law.

If Freight Exchangers receives a complaint regarding serious or repeated non-payment, suspected fraud, misconduct or another breach of these Terms, we may review information reasonably available to us.

Where appropriate, Freight Exchangers may suspend, restrict or terminate a member's access to the Platform.

Any such action:

• does not mean Freight Exchangers accepts liability for the underlying dispute;
• does not make Freight Exchangers responsible for recovering money;
• does not make Freight Exchangers responsible for handling or paying an insurance claim;
• does not constitute a legal determination of which business is correct; and
• does not transfer either party's contractual obligations to Freight Exchangers.

Members remain responsible for resolving disputes, recovering debts, pursuing or defending insurance claims and enforcing transport agreements directly between themselves.

16. Insurance, licensing and legal compliance

Each member is responsible for ensuring that it and any subcontractors it engages have all insurance, licences, permissions, qualifications and other authorisations required for the work undertaken.

Members are responsible for complying with laws and regulations applicable to their operations.

Freight Exchangers does not provide transport or cargo insurance and does not guarantee that another member's insurance is valid, sufficient or appropriate for a particular load or transport arrangement.

Members must carry out their own checks and satisfy themselves that another business has appropriate insurance, licences and other requirements before agreeing to work with that business.

Where Freight Exchangers reviews insurance or other verification documentation as part of company verification, this does not constitute insurance advice, a guarantee of cover or confirmation that the insurance will respond to a particular claim.

17. Reviews

The Platform may allow members to review companies with which they have dealt.

Reviews must:

• relate to a genuine business interaction;
• reflect the reviewer's genuine experience;
• not knowingly contain false or misleading statements;
• not contain unlawful, threatening, abusive or defamatory material;
• not contain inappropriate personal information; and
• not be used for spam or manipulation.

A legitimate negative review will not be removed merely because the reviewed company disagrees with or dislikes it.

Freight Exchangers may investigate, restrict or remove reviews that we reasonably believe breach these Terms, are fraudulent, abusive, irrelevant or unlawful, or otherwise threaten the integrity of the review system.

Reviews represent the views of their authors, not Freight Exchangers.

18. Prohibited use

Members must not:

• knowingly post false, fraudulent or misleading Loads or Trucks;
• impersonate another person or business;
• provide business information they are not authorised to use;
• use Freight Exchangers for fraudulent or unlawful activity;
• harass, threaten or seriously abuse other members;
• attempt to gain unauthorised access to accounts or systems;
• interfere with the operation or security of the Platform;
• introduce malicious software or code;
• scrape, harvest or systematically extract Platform information without permission;
• misuse contact information obtained through Freight Exchangers; or
• otherwise use the Platform in a manner that could materially harm Freight Exchangers, another member or the integrity of the service.

19. Moderation

Freight Exchangers may moderate Platform content where reasonably necessary to operate and protect the service.

This may include removing or restricting Loads, Trucks, reviews or other content where we reasonably believe the content:

• breaches these Terms;
• is fraudulent or materially misleading;
• is unlawful;
• presents a security risk;
• constitutes spam or abuse; or
• otherwise poses a material risk to the Platform or its members.

20. Suspension and termination

Freight Exchangers may suspend or restrict a company or individual user's access where reasonably necessary because of:

• non-payment;
• suspected fraud;
• unlawful activity;
• misuse of the Platform;
• security concerns;
• serious complaints;
• a breach of these Terms; or
• another legitimate reason connected with protecting or operating the Platform.

Serious misconduct

Freight Exchangers may immediately suspend, restrict or terminate an account where we reasonably believe this is necessary because of serious misconduct, including:

• suspected fraud;
• unlawful activity;
• deliberately fraudulent listings;
• serious abuse of other members;
• material security threats; or
• a serious or repeated breach of these Terms.

In such circumstances, Freight Exchangers is not required to provide the normal one-month membership cancellation notice before restricting or terminating access.

Suspension or termination for misconduct does not remove outstanding payment obligations and does not automatically entitle the member to a refund.

21. Effect of suspension or termination

A suspended member may lose access to some or all member-only functionality.

Suspension or termination of access to Freight Exchangers does not automatically cancel or resolve transport contracts that the member has independently entered into with other businesses.

Members remain responsible for obligations arising from those agreements.

Where an individual user account is removed but other authorised members of the same company remain, company information and legitimate business records do not necessarily disappear merely because that individual user's account has been removed.

Deleting or closing an account does not erase outstanding payment obligations.

22. Member content

Members remain responsible for content they provide to Freight Exchangers, including:

• company information;
• logos;
• Load listings;
• Truck listings;
• reviews; and
• uploaded documents or other material.

Members must have the necessary rights and permissions to provide that content.

By uploading or submitting content, the member grants Freight Exchangers permission to host, store, reproduce and display it to the extent reasonably necessary to operate, administer and provide the Platform.

23. Information supplied by members

Much of the information appearing in listings and company profiles is supplied by members themselves.

Although Freight Exchangers may conduct verification and moderation, we cannot guarantee that every item of information supplied by every member is complete, accurate or current.

Members should independently verify information where it is material to a proposed transaction.

24. Availability and changes to the Platform

Freight Exchangers aims to provide a reliable service but does not guarantee that the Platform will always be uninterrupted, error-free or available.

Access may occasionally be affected by:

• maintenance;
• updates;
• technical faults;
• security work;
• hosting or communications failures; or
• circumstances outside our reasonable control.

Freight Exchangers may update, improve, replace, add or remove Platform features where reasonably necessary for the operation, security or development of the service.

25. Liability

Nothing in these Terms excludes or restricts liability where doing so would be unlawful, including liability for death or personal injury caused by negligence or liability for fraud or fraudulent misrepresentation.

Subject to applicable law, Freight Exchangers is not responsible for losses arising from the independent acts or omissions of members, including:

• loss of, theft of or damage to goods while in another member's custody;
• delays, missed collections or missed deliveries caused by another member;
• non-payment or unpaid invoices between members;
• insurance claims or disputes arising from transport arrangements between members;
• incorrect information supplied by another member;
• another member's failure to maintain appropriate insurance;
• another member's licensing or regulatory failures;
• the condition or suitability of another member's vehicles or equipment; or
• transport contracts independently entered into between members.

Freight Exchangers does not guarantee that use of the Platform will result in a particular volume of work, number of Loads, available Trucks, enquiries, contracts, revenue or profit.

Any exclusions or limitations contained in these Terms apply only to the extent permitted by applicable law.

26. Intellectual property

The Freight Exchangers name, branding, website design, software and content owned by Freight Exchangers are protected by applicable intellectual property laws.

Except where permitted by law or expressly authorised by Freight Exchangers, members must not reproduce, distribute, commercially exploit or otherwise misuse Freight Exchangers' proprietary material.

This section does not transfer ownership of content belonging to members.

27. Privacy and cookies

Freight Exchangers processes personal information in accordance with its Privacy Policy.

The use of cookies and similar technologies is addressed in the Cookie Policy and applicable cookie controls.

28. Changes to these Terms

Freight Exchangers may update these Terms where reasonably necessary, including because of:

• changes to the Platform;
• changes to our services or business practices;
• legal or regulatory requirements; or
• security or operational requirements.

The current version will be made available through the Platform and will identify when it was last updated.

Where a change materially affects an existing member's paid membership, Freight Exchangers will take reasonable steps to notify affected members before the change takes effect where appropriate.

29. Severability

If any provision of these Terms is found to be unlawful, invalid or unenforceable, that provision will be treated accordingly without affecting the remaining provisions, which will continue to apply to the extent permitted by law.

30. No waiver

If Freight Exchangers does not immediately enforce a right or provision under these Terms, this does not mean that the right or provision has been waived.

31. Entire agreement

These Terms, together with any membership terms expressly agreed with the member and any documents expressly incorporated into them, form the agreement relating to the member's use of Freight Exchangers.

Nothing in this section excludes liability for fraud or fraudulent misrepresentation.

32. Governing law and jurisdiction

These Terms and any dispute or claim arising from them are governed by the law of Scotland.

Subject to any mandatory rules that apply, the Scottish courts shall have jurisdiction in relation to disputes arising from these Terms or use of the Platform.

33. Contact

Questions about these Terms, membership cancellations and other contractual enquiries can be sent to:

Freight Exchangers Ltd

Company No. SC899966

Registered in Scotland

Registered office:

Suite F25-26 Grierson House

The Crichton

Bankend Road

Dumfries

United Kingdom

DG1 4ZE

Email: support@freightexchangers.co.uk