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Terms and Conditions

1. General

Ryde (“Company”) is a last-mile logistics company that allows Users and Independent Couriers to offer, sell and buy on-demand delivery services (“Services”). Users and the Independent Couriers are granted a licence to use the Application to allow the Users to entrust the Independent Couriers with Deliveries of Goods, track deliveries and pay for them.

The Independent Couriers are completely independent of the Company, and the Deliveries of Goods are supplied to the Users by the Independent Couriers alone (not by the Company).

These terms and conditions govern your use of our website, software and applications provided by us (collectively, our “Application”). Please read these terms carefully before you submit any order on our Application. These terms tell you who we are, the conditions on which you may be a seller or a buyer on our Application, what to do if there is a problem, and other important information.

By using our Application, you agree to these terms. If you are using our Application as a representative of an entity, you are agreeing to these terms on behalf of that entity.

The Company offers an Application enabling a User to make contact with an Independent Courier via the Company's API to have a Delivery of Goods made.  The Service offered by the Company is that of putting the User and the Independent Courier in contact. In this respect, the Company acts as the marketplace.  It is the sole responsibility of the Independent Courier to make the Delivery of Goods. The Company is not party to the contract entered into between the User and the Independent Courier with regard to the Delivery of Goods.  The Company does not directly supervise, direct or control the manner in which the Delivery of Goods is carried out by an Independent Courier.

2. Definitions

"Company"
: Gameplan Technology Limited (trading as Ryde), registered number 11175220 whose registered office is at 2/58 Fitzjohns Avenue, London, NW35LT.

"Services": means all services putting the Users and the Independent Couriers in contact, offered through the Application, including the online reservation service making it possible to obtain a Delivery of Goods.

"Account": means the private Member area accessible from the Application with the Login Information and containing the information on the Member and the Services provided by the Company, and making it possible, where applicable, to benefit from or make Deliveries of Goods.

"Member": means either the Independent Courier or the User.

"Independent Courier": means the individual or corporate entity (and in this case the agent of the said corporate entity) who offers its services via the Application in order to execute Deliveries of Goods on behalf of the Users.

"User": means the adult individual, or the corporate entity represented by a duly authorised individual, who requests a Delivery of Goods and to be put in contact with an Independent Courier through the Application.

"Application": means the computer application accessible from a Device and enabling access to the Services, including but not limited to the mobile application, web application and API integrated application.

"Collection Address": means the collection address of the Goods entered by the User in the Application for a Delivery Request.

“Commission” means the fee taken by Ryde for providing the marketplace to facilitate the transaction between the Independent Courier and the User.

"Courier Fee" means the element of the Price relating to the Delivery of Goods payable by the User to the Independent Courier.

“Courier  Waiting Fee” means the fee payable to the Independent Courier for additional wait time on collection of orders as set out in Clause 3.

"Delivery Address": means the delivery address for the Goods entered by the User in the Application for a Delivery Request.

"Delivery(ies) of Goods": means the courier services provided by the Independent Courier(s) to the User via the Application.

"Delivery Request": means a request by a User for a Delivery of Goods via the Application.

"Device": means any mobile or other device (smartphone, PC, tablet, etc.) having an internet connection and able to download, install, use or integrate the Application.

"Force Majeure Event" means any circumstance not within a Party's reasonable control including, without limitation:
- acts of God, flood, drought, earthquake or other natural disaster;
- epidemic or pandemic;
- terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war,   armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
- nuclear, chemical or biological contamination or sonic boom;
- any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
- collapse of buildings, fire, explosion or accident;
- any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the Party seeking to rely on this agreement, or companies in the same group as that Party);
- non-performance by suppliers or subcontractors (other than by companies in the same group as the Party seeking to rely on this agreement); interruption or failure of utility service;
- and any other third party activity or event that materially impacts an Independent Courier’s ability to affect the Delivery of Goods.

"Goods": means the item(s) subject to the Delivery Request

"Intellectual Property Rights": means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

"Method of Transport": means the method(s) used by the Independent Courier to carry the Goods for the purposes of making the Delivery of Goods, namely (i) transport on foot (including travel by roller-scooter, skateboard, roller skates, etc.), (ii) transport by bicycle, (iii) transport on moped/motorbike, or (iv) transport by land motor vehicle of under 3.5 tonnes authorised gross weight (cars, commercial vehicles or vans), hereinafter referred to as "Vehicle(s)".

"Party(ies)": means any of the parties, being the Independent Courier, the User or the Company.

"Price": means the remuneration for the Delivery of Goods and Services billed to the User.

"Recipient": means the person (including the agent or representative of a corporate entity) whose identity and contact details are entered in the Application by the User as Recipient of the Goods, and located at the Delivery Address or, where applicable, within a nearby adjacent area, subject to its designation by any means by the User.

"Sender": means the individual (including the agent or representative of a corporate entity) whose identity and contact details are entered in the Application by the User as sender of the Goods, and located at the Collection Address or, where applicable, within a nearby adjacent area, subject to its designation by any means by the User.

"VAT": means value added tax or any other equivalent tax on sales or consumption


3. Terms of Use

Acceptance of these terms allows the Members to access the Services offered by the Application and to create an Account. These terms must be accepted in their entirety. In the event of a breach by a Member of any of the obligations set out herein, the Company reserves the right to suspend or terminate the Member's Account or access to the Services, and the Member shall not be entitled to any reimbursement, credit note or compensation.

These terms include clauses which relate to the Delivery of Goods, which are expressly accepted by the User through issuing a Delivery Request.

No special condition or other general conditions issued by the User and/or the Independent Courier shall prevail over these unless otherwise agreed in writing signed by the Company.

The Member acknowledges and agrees that the Services are only accessible via the Application. Access to IOS X, Android X, Windows X or Mac OS X operating systems are mandatory for creating an account.

The User agrees to section 28 of the Consumer Contracts Regulations 2013 stating that the cooling-off period does not apply for contracts for the transport of goods, and therefore to the Deliveries of Goods.

An electronic contract of an undefined duration, relating to the licence to use the Application and the Services, is entered into between the Member and the Company.

Furthermore, the Application enables a User to make contact with an Independent Courier in order to undertake a Delivery of Goods.  This Delivery of Goods is subject to an electronic contract between the User and the Independent Courier. The Company is not a party to that contract.

The Delivery Request comprising the Package Size or Method of Transport (as appropriate), a Collection Address, a Sender, a Recipient and a Delivery Address, is issued by the User, via the Application, and constitutes an offer for services of Delivery of Goods at the Price communicated.

Once an Independent Courier accepts a Delivery Request, an electronic contract for Delivery of Goods is entered into between the User and the Independent Courier.

4. Contracts for sale

We are a last-mile logistics company that allows Users and Independent Couriers to offer, sell and buy on-demand delivery services. The actual contract for sale of Services is directly between the User and the Independent Courier. We are not liable to any person in relation to an offer for sale, sale, or purchase of any Service listed on our Application. We are not responsible for the enforcement of any contractual obligations between any buyer and any seller.

We are not involved in any transaction between a User and an Independent Courier on our Application save that we facilitate a marketplace for Users and Independent Couriers and process payments on behalf of Independent Couriers.

We may (at our discretion but are not obliged to) check, audit or monitor the information contained in accounts, comments and/or reviews posted by Users.

A User may place orders on the Application as instructed on our Application. An Independent Courier’s acceptance of an order will take place when they confirm the order on the mobile app and the User is notified, at which point a contract will come into existence between the User and the Independent Courier.

We will assign an order number to each order. Please tell us the order number whenever you contact us about your order.

Our Application is solely for the sale and promotion of Services in England and Wales. We currently do not accept orders from addresses outside England and Wales.

5.Request, Acceptance & Confirmation

A User of the Application is required to include the following information with deliveries:

- Address for pick up
- Address for delivery
- Recipient at delivery
- Telephone/contact number
- Size of goods
- Preferred method of transport

The User represents and warrants to the Company and the Independent Courier that it is fully authorised to make any delivery requested. The User agrees to be contacted by the relevant telephone number as required by the Independent Courier.

Once details are entered into the Application in full, the price for delivery of goods will be shown to the User as well as an estimated delivery time. Any timeframes specified shall be indicative only and shall not be binding on the Independent Courier.

The Price is dependent on geography and Package Size or Method of Transport. For the avoidance of doubt, the Price is inclusive of the Courier Fee.

In addition to the Price set out above, the User agrees to pay an additional fee relating to waiting time ("Courier Courier Waiting Fee"). If the Independent Courier is required to wait to take possession of the Goods from the Sender in connection with a Delivery Request, a Courier Waiting Fee of £0.40 per minute will be applied to each additional minute in excess of ten minutes that the Independent Courier is required to wait to take possession of the Goods from the Sender. The Courier Waiting Fee shall apply in all cases, regardless of geography and the User's selection of Package Size or Method of Transport.

Acceptance by the Independent Courier of a Delivery Request via the Application binds the Independent Courier to undertake the said Delivery of Goods. The Company cannot require or force an Independent Courier to accept a Delivery Request and an Independent Courier makes any such acceptance entirely at its own discretion.

Irrespective of the Method of Transport used or the Package Size selected by the User, if the Independent Courier accepts the Delivery Request, it undertakes to the User to give effect the Delivery of Goods.

Acceptance by an Independent Courier of a Delivery Request shall be notified to the User by text or by a notification on the Application, and is deemed to constitute conclusion of the contract binding the User to the Independent Courier.

6. Deliveries & Returns

All deliveries are recorded on the Application (both mobile and web) and additionally evidenced by digital signature where required.

Users will receive a receipt for the transaction via the Application.

In the event that the Independent Courier is unable to contact the User and/or the Sender and/or the Recipient, the Independent Courier may, at its discretion, automatically terminate the Delivery of Goods.

If the Independent Courier is unable to give effect to the Delivery of Goods to the Recipient and terminates the Delivery of Goods the Independent Courier must return the Goods to the User or the Sender, as appropriate.  For the avoidance of doubt, the Independent Courier should not dispose of any Goods unless expressly instructed to do so by the User or the Company.

In order to give effect to the return, the Independent Courier shall make contact with the Company in order to organise a Delivery of Goods to the Collection Address (reverse process) so that the Independent Courier can return the Goods to the Sender or the User. The cost of this Delivery of Goods shall be identical to that of the outward delivery.

7. Cancellation

The User may cancel its Delivery Request, without cost, up to two (2) minutes after issuing the Delivery Request via the Application, provided that the Goods have not been collected from the Sender by the Independent Courier.

After this time, the User may cancel its Delivery Request before the Goods have been collected by the Independent Courier from the Sender, but the Minimum Price of the cost of the Delivery of Goods will then be billed to it.

Once the handover of the Goods to the Independent Courier by the Sender has been confirmed on the Application, it is then no longer possible for the User to cancel the Delivery of Goods. However at any time thereafter the User can request a new 'reverse' Delivery of Goods, via the Application, in order to return the Goods to the User, to the Sender or to any other individual. Any such request will be subject to the usual Price.

The Independent Courier may cancel a Delivery of Goods for any reason, whether through the Application or by requesting a cancellation from the Company.  If so requested, the Company will give effect to the cancellation via the Application on the Independent Courier's behalf.

If an Independent Courier cancels any Delivery of Goods, the Company will reassign an appropriate Independent Courier through the dispatch technology in the Application.  If reassignment is not possible, the Company shall then seek the most appropriate solution, in collaboration with the User.

If an Independent Courier cancels a Delivery of Goods due to a Force Majeure Event entailing the destruction of the Goods or their damage preventing delivery, then the Price (and any applicable Courier Waiting Fee) shall not be debited from the User and the Independent Courier shall contact the User and the Company in order to implement the insurance.

The Parties acknowledge and agree that liability relating to the Delivery of Goods rests with the Independent Courier and not the Company.

8. Damage & Loss

If a Recipient refuses the Delivery of Goods due to the alleged destruction of the Goods or their damage, spoiling, loss or theft, then the Price of the Service (along with any applicable Courier Waiting Fee) will be debited from the User and it shall be the User's responsibility to demonstrate to the Independent Courier, and to the Company, that the alleged damage has indeed occurred, in which case a refund of the Price of the service may be issued.

At the same time, the Independent Courier shall be responsible for making contact with the User so that an insurance claim may be made.

In the absence of detailed reservations recorded by the Recipient at the time of the Delivery of Goods, it shall be the User's responsibility to prove that the damage took place during the Delivery of Goods by the Independent Courier, and to establish that the damage was caused during the Delivery of Goods by the Independent Courier.

If the destruction or damage is proven to be due to the Delivery of Goods executed by the Independent Courier, the Company may collect the Price of the Delivery of Goods due from the Independent Courier (along with any applicable Courier Waiting Fee) and refund it to the User.

The Independent Courier is responsible for the Goods in the period between collection and delivery. If the Delivery of Goods is not completed or the Goods are lost in transit, the Independent Courier shall be liable to the User for the same.

The Independent Courier shall be responsible for making contact with the User so that an insurance claim may be made.

If the loss is due to the actions of the Independent Courier, the Company may collect the Price of the Delivery of Goods due from the Independent Courier (along with any applicable Courier Waiting Fee) and refund it to the User. The Independent Courier shall be responsible to the User for the cost of the Goods.

In circumstances where the Goods in question are pharmaceutical or high value items, the Company reserves the right to terminate such Independent Courier’s Account and to report the matter to the Police.

No suspension nor reimbursement of the Price owed by the User (or any applicable Courier Waiting Fee) shall be made in any circumstance, including without limitation, the refusal of the Goods by the Recipient, or its refusal to receive them. If the Recipient refuses to accept the Goods for any reason, the Independent Courier shall return the Goods through a Delivery of Goods and the User will be billed for such return, or the User can instruct the Independent Courier to bin the Goods. For the avoidance of doubt, the Independent Courier should not dispose of any Goods unless expressly instructed to do so by the User or the Company.

The User acknowledges and agrees that the Independent Courier is not responsible for any non-conformity of the Goods or delay in Delivery of Goods in relation to the estimated time frame indicated, and that these do not constitute a valid and admissible reason for refusing to accept the Goods.

In the event of dispute it shall be the User's responsibility to contact the Independent Courier to obtain any compensation and to inform the Company of any such dispute.

9. Responsibilities of Independent Couriers

1. Independent Couriers must ensure that they comply with any specific delivery instructions from the User including but not limited to the mode of transportation, hygiene specifications, temperature and storage.

2. The Independent Courier must ensure that he has the correct equipment required for the delivery of goods (these are detailed in the onboarding process).

3. At all times to act with professionalism and carry out the Deliveries of Goods diligently, demonstrating the highest level of care;

4. Act responsibly with the Goods, i.e. to ensure they are not damaged, destroyed, tampered with, stolen or lost, and act responsibly in the driving of its Method of Transport;

5. Do not carry out or be engaged in any conduct prejudicial to the User, including any discrimination, harassment, threatening behaviour, criminal activity or any fraudulent action;

6. Maintain a professional, clean and tidy appearance;

7. Maintain personal hygiene standards appropriate to the serving of food;

8. Make every effort not to disturb the operation of any business at the collection or destination address;

9. Execute Deliveries of Goods in accordance with the estimated delivery times provided via the Application and any requested time limits or deadlines indicated by the User;

10. Have a good standard of spoken English;

11. Remove motorcycle helmets when interacting with Users and Recipients;

12. Be polite and courteous to the User and the Recipient;

13. Ensure that it has the appropriate Method of Transport and equipment for the Delivery of Goods requested by the User and that these are clean and appropriately maintained in good roadworthy condition.

10. Responsibilities of Members

The Member is solely responsible for the use it makes of the Services it accesses from the Application.

In accessing the Application, the Member represents and warrants that it/it shall not:

- access and/or use the Application and/or the Services for illegal purposes and/or with the aim of causing harm to the reputation and image of any of the Parties, and more generally that it/it shall not infringe the rights, notably intellectual property, of the Company and/or third parties;

- use devices or software other than those provided by the Company intended to or that may: i) affect or try to affect the proper operation of the Application and/or the Services; or ii) extract, modify or view all or part of the Application on any support other than the User's Device, even in buffer or temporary memory, or for customised use;

- directly or indirectly market the Services and/or the access to the Services and/or the access to the Application;

- reuse all or part of the Application, particularly for commercial and/or collective and/or personal purposes in a form and/or a media not authorised by the Company;

- exploit the Services provided by the Company or the data to which it may have access via the said Services and/or the Application for purposes that are directly or indirectly commercial and/or for personal purposes in a form and/or a media not permitted by the Company;

- limit or try to limit access to or use of the Application and/or the Services; modify any mention or element of the Services and/or the content of the Application, including in buffer or temporary memory; or

- knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

- In the event of breach of any of these obligations, and without this list being exhaustive, the Member acknowledges and agrees that the Company shall have the right to refuse it access to all or some of the Application and/or the Services, unilaterally and without prior notification.

- The Member is solely responsible for breaches and/or violations of the legislation applicable to it and to these terms with regard to both the Company and the other Member with whom it is in contractual relations, and for damages that may arise owing to these violations and/or breaches.

- The Member shall be liable for, and shall compensate, the Company and/or any other Member and/or a third party in respect of any claims, complaints, remedies and petitions, of any nature, resulting from such a violation or breach, relating to: i) the use of the Application by the Member; ii) the relationship between the Independent Courier and the User; iii) the operation of the Method of Transport with regards to the Independent Courier; and iv) the Delivery of Goods with regard to the Independent Courier.

- The Member shall regularly check that it has the latest version of the Application and that it has indeed downloaded a version compatible with its Device.

- The Member shall compensate the Company and/or third parties for any direct and indirect damages resulting from such violations and/or breaches.

11. Payment

Use of the Application is free of charge for the User; only the payment of the Price of the Delivery of Goods and any applicable Courier Waiting Fee are collected and invoice produced by the Company, in the name and on behalf of the Independent Courier (as the Party solely responsible for the Delivery of Goods).

The Price and any applicable Courier Waiting Fee (including any VAT) shall be paid in pounds sterling and by bank card only to credit the User Account.

The Parties agree that all Deliveries of Goods executed by the Independent Courier shall be collected and billed to the Users by the Company in the name and on behalf of the Independent Courier.

Upon confirmation on the Application of receipt of the Delivery of Goods, the Company shall send the User, by email, a receipt confirming safe receipt of the Goods, any comments of the Recipient and/or the Independent Courier, and an invoice in the name and on behalf of the Independent Courier, comprising the Price of the Delivery of Goods (and any applicable Courier Waiting Fee), or, where applicable, the Minimum Price, and shall then debit the sum due from either the bank card or the in-credit account designated by the User as means of payment.

The User accepts and authorises the fact that the invoices for the Deliveries executed shall be available from the Application and shall be sent by email to the email address entered by the User. The User shall update its email address in all circumstances.

Any payment default by a User, e.g. due to the expiry of the bank card entered, insufficient balance in the bank account, or inaccurate bank details, shall entail the suspension by the Company of its Account and access to the Services.

In the event of payment default, the Company shall notify the User of this default, ordering it to remedy the payment promptly, then reserve the option of terminating its contract to use the Application..

The Independent Courier reserves the right to take legal action against any User if the User has breached its payment obligation for any reason in relation to the Delivery of Goods and the Company reserves the right to take any legal action against any User for any consequential losses of the Company arising from any such circumstances.

The User shall ensure that its billing information is up-to-date, complete and correct.

The User may access the Application at any time to request the deletion of its bank data by the banking service provider of the Company.

12. Liability & Indemnity

The Member is solely responsible for breaches and/or violations of the legislation applicable to it and with regard to both the Company and the other Member with whom it is in contractual relations, and for damages that may arise owing to these violations and/or breaches.

The Member shall be liable for, and shall compensate, the Company and/or any other Member and/or a third party in respect of any claims, complaints, remedies and petitions, of any nature, resulting from such a violation or breach, relating to: i) the use of the Application by the Member; ii) the relationship between the Independent Courier and the User; iii) the operation of the Method of Transport with regards to the Independent Courier; and iv) the Delivery of Goods with regard to the Independent Courier.

The Member shall regularly check that it has the latest version of the Application and that it has indeed downloaded a version compatible with its Device.

The Member shall compensate the Company and/or third parties for any direct and indirect damages resulting from such violations and/or breaches.

The Member shall indemnify, defend and/or settle and hold harmless the Company against any loss or damage (including legal costs) which the Company may sustain or incur, in relation to any third party claim, to the extent such claim is based upon any breach by the Member of the provisions of this agreement.

The Company shall not be liable to any Member, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising for:

- loss of profits, sales or business, agreements or contracts, anticipated savings or goodwill; any indirect or consequential loss;

- losses arising in connection with any Force Majeure Event;

- losses arising as a result of any information provided by Members, including in relation to the dissemination of such information on the Application, including loss of use or corruption of software, data or information;

- losses arising in connection with any use of the Application and/or the Services by a User which is in breach of this agreement; losses arising in connection with: (i) the use or unavailability of the Services and/or the Application; and (ii) access to the Services and/or Application by an unauthorised user;

- losses arising in connection with any malfunction of any nature relating to the User's Device and its connection to the internet upon accessing the Application and/or the Services;

- losses arising in connection with the downloading by the Member of a wrong version of the Application or a version which is incompatible with its Device, or in circumstances where the Member breaches the rules of the Apple App Store or the Google Play Store; or

- losses arising as a result of or in connection with any act or omission of an Independent Courier.

- the Company's total liability to any Member, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising shall be limited to £15 per claim.

For the avoidance of doubt, nothing in these terms excludes the Company's liability for:

- death or personal injury caused by its negligence;

- fraud or fraudulent misrepresentation; or

- any other liability which cannot be limited or excluded at law.

13. Supervision & Control

The following provisions apply in relation to the Delivery of Goods:

The User acknowledges and agrees that the quality of the services of Delivery of Goods requested via the Application falls wholly under the responsibility of the particular Independent Courier who accepted and/or effected the Delivery of Goods in question.

The Company shall not be liable for the Delivery of Goods.

The Company does not directly supervise, direct or control the manner in which the Delivery of Goods is carried out by an Independent Courier (who shall be treated as carrying on its own business in its own name).

The Company shall, if so requested by the User, communicate any requirements that the User may have to the Independent Couriers, whether relating to the Delivery of Goods or otherwise. In addition, the Company shall make available voluntary guidance and support regarding the Delivery of Goods to the Independent Courier, should it wish to avail itself of such guidance and support. In this capacity, the Company shall make an Operations support team and instant messaging available to the Independent Couriers should they wish to communicate with the Company and with each other. The Company acts as the marketplace and facilitates the Independent Courier's supply of the Delivery of Goods for the User.

The Company shall be under no obligation to compel an Independent Courier to carry out a Delivery of Goods, or to specify any basis or manner in which a Delivery of Goods is carried out (which shall be the sole responsibility of the Independent Courier to determine).

The Company shall not be liable for any losses however arising, in relation to any Deliveries of Goods by the Independent Couriers or with regard to the acts, actions, behaviour, attitudes and/or negligence of the Independent Courier.

Independent Couriers may substitute another Independent Courier in their place should they be unavailable to undertake a delivery that they have already accepted and have not cancelled.  The applicable method for such substitution will be communicated to the Independent Couriers from time to time. The Company shall have no right or ability to veto any such choice of substitute, provided that the proposed substitute is an Independent Courier.

The Independent Courier shall be free to undertake any such other work as it wishes.

14. Intellectual Property

The Member acknowledges that all Intellectual Property Rights in the Application belong and shall belong to the Company, and the Member shall have no rights in or to the Application other than the right to use it in accordance with the terms of this agreement.

15. Confidentiality

Each Party shall keep strictly confidential and not disclose to any third party, directly or indirectly, any confidential information, that may have been communicated by or on behalf of another Party, unless that information is public knowledge or already known to such Party at the time of disclosure, or subsequently becomes public knowledge other than by breach of these terms, or subsequently comes lawfully into the possession of such party from a third party. Each Party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.

The confidential information referred above shall include (without limitation):

- Address, surname and forename of the User;
- Address, surname and forename of the Recipient of a Delivery of Goods, if different to the User;
- Address, surname and forename of the Sender of a Delivery of Goods, if different to the User;
- Telephone number of the Members or third parties and communicated by a Member upon use of the Application;
- Any information that may relate to the Goods delivered; or
- Any photographs or images revealing the above.

The Member shall not seek to extract or otherwise appropriate any information from the Application or any of the Company's databases or reuse any part of the data made available through the Application.

Notwithstanding the above, the Company may however, where applicable, communicate the Confidential Information as necessary to the Independent Couriers within the framework of the execution of the Deliveries of Goods.

16. Termination

Any Party may terminate this agreement at any time with immediate effect using the procedure accessible via the Application.
On termination or expiry of these terms:

Any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the terms which existed at or before the date of termination or expiry, shall not be affected;

Independent Couriers shall return to the Company all accessories given to them by the Company

Members shall delete and/or destroy any personal data they have about other Members which they obtained for the purposes of providing or receiving the Services;The Company has the right to suspend any Member from the Application or from access to the Services on such terms and conditions as the Company determines for any reason, including the purpose of carrying out an investigation into any allegation that the Member has breached these terms.  During any period of suspension, the Member shall have no right to use the Application.

In the event of suspension from the Application or of access to the Services and/or termination of these terms, the Member shall have no right to any reimbursement or compensation for any loss suffered by it or any third party.

17. Independence

Nothing in these terms is intended to, or shall be deemed to, establish any partnership, joint venture, employment or worker relationship between any of the Parties, or authorise any Party to make or enter into any commitments for or on behalf of any other Party constitute any Party the agent of another Party, save for as expressly set out elsewhere in these terms.

Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

The Parties acknowledge and agree that the terms do not under any circumstances establish a hierarchy or any link of subordination between them and confirm that their contractual relationship does not pertain to a salaried activity. The Parties further agree that the Deliveries of Goods under this agreement are provided by the Independent Courier to the User and not by the Independent Courier to the Company. The Parties also acknowledge that these terms do not establish any contract between the User and the Company for the Delivery of Goods (which shall be provided to the User solely by the Independent Courier, acting in its own name).

The Independent Courier shall independently manage or organise its or her activity in compliance with these terms.

18. Governing law and jurisdiction

a. These terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

b. Each Party irrevocably agrees that 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 or their subject matter or formation (including non-contractual disputes or claims).

19. Use of Data& Privacy Policy

Definitions

The following terms shall have the meanings set out below: "Data Controller", "Data Processor", "Data Subject", "Personal Data", "Personal Data Breach", "Process/Processed/Processing", "Special Categories of Personal Data" and "Supervisory Authority" shall have the same meaning as in the Data Protection Laws;

"Data Protection Laws" means the General Data Protection Regulation (EU) 2016/679 ("GDPR") (together with laws implementing or supplementing the GDPR, in each case as amended and superseded from time to time), and/or all applicable laws, rules, regulations, regulatory guidance, regulatory requirements from time to time, in each case in each jurisdiction where the Services are delivered;

“Relevant Data Processor” means the Company or any Independent Courier (as appropriate) acting as a Data Processor in connection with Personal Data supplied by the User as Data Controller in connection with the Services pursuant to these terms; and

"Third Country" means any country which is not a Member State of the European Union.

This Privacy Policy sets out the details required by Article 28(3) GDPR.

The User will provide the Company with the Personal Data that is necessary to facilitate delivery of the Services and any relevant Delivery of Goods.  The Independent Courier will have access to this Personal Data through the Application. The Company and the Independent Courier will process this Personal Data solely in connection with the Services and the Deliveries of Goods, including without limitation creating online reservations, giving effect to the delivery and issuing appropriate invoices.

The parties reserve the right to amend this Privacy Policy at any time during the term of this agreement by written notice from time to time as the parties reasonably consider necessary to comply with any legal requirement or guidance from a Supervisory Authority, or if required to take account of any changes to the Processing of Personal Data.

For the avoidance of doubt, in circumstances where the Company holds Personal Data in the capacity of a Data Controller, the terms of the Company’s Privacy Policy (which is available on the Company’s website) shall apply.

It is agreed as follows:

1. When acting as a Relevant Data Processor in relation to Personal Data provided by the User acting as a Data Controller, the Company or any Independent Courier (as appropriate) shall:

a. not Process the Personal Data or disclose Personal Data other than in accordance with the User's documented instructions unless required by EU or Member State law to which the Relevant Data Processor is subject, in which case, the Relevant Data Processor shall to the extent permitted by such law inform the User of that legal requirement before the relevant Processing of that Personal Data;

b. implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk and shall take all measures required pursuant to Article 32 GDPR in relation to the Processing of Personal Data, taking account of the risks that are presented by Processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise Processed;

c. take reasonable steps to ensure the reliability of persons authorised to Process the Personal Data and ensure that such individuals have committed themselves to obligations of confidentiality;

d. promptly notify the User if it receives any communication from a Data Subject or Supervisory Authority under any Data Protection Laws in respect of the Personal Data, including requests by a Data Subject to exercise rights in Chapter III of GDPR and assist the User in the User's obligation to respond to these communications, provided that the User shall reimburse the Relevant Data Processor in full for all costs reasonably and properly incurred by the Relevant Data Processor performing its obligations (including internal costs and third party costs including legal fees);e. notify the User without undue delay and in any case no later than forty-eight (48) hours, upon becoming aware of or reasonably suspecting a Personal Data Breach providing the User with information (as and when available) which allows the User to meet any obligations to report a Personal Data Breach under the Data Protection Laws and provide reasonable assistance to the User in relation to any Personal Data Breach. To the extent that a Personal Data Breach does not result from a breach by the Relevant Data Processor of its obligation, the User shall reimburse the Relevant Data Processor in full for all costs reasonably and properly incurred by the Relevant Data Processor performing its obligations under this clause 1.

e (including internal costs and third party costs including legal fees);

f. make available to the User on request all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR  and allow for and contribute to audits, including inspections, by an auditor mandated by the User. In relation to the Processing of the Personal Data by the Relevant Data Processor. The User shall give the Relevant Data Processor reasonable notice of any audit or inspection to be conducted and shall make (and ensure that each of its mandated auditors makes) reasonable endeavours to avoid causing any damage, injury or disruption to the Relevant Data Processor’s premises, equipment, personnel and business while its personnel are on those premises in the course of such an audit or inspection.

The Relevant Data Processor need not give access to its premises for the purposes of such an audit or inspection: (i) to any individual unless he or she produces reasonable evidence of identity and authority; (ii) outside normal business hours at those premises, unless the audit or inspection is required to be carried out on an emergency basis by a Supervisory Authority; or (iii) for the purposes of more than one audit or inspection in any calendar year, except for any additional audits or inspections which the User is required or requested to carry out by Data Protection Laws, a Supervisory Authority or any similar regulatory authority responsible for the enforcement of Data Protection Laws. The User shall reimburse the Relevant Data Processor in full for all costs reasonably and properly incurred by the Relevant Data Processor performing its obligations (including internal costs and third party costs including legal fees);

g. provide reasonable assistance to the User in ensuring compliance with the obligations pursuant to Articles 35 and 36 of the GDPR taking into account the nature of Processing and the information available to the Relevant Data Processor, provided that in each case the User shall reimburse the Relevant Data Processor in full for all costs reasonably and properly incurred by the Relevant Data Processor performing its obligations (including internal costs and third party costs including legal fees); and/or

h. at the choice of the User, delete or return all the Personal Data to the User as soon as reasonably practicable and in any event within ninety (90) days, upon termination or expiry of this Agreement (or, if sooner, the service to which it relates). If the User does not inform the Relevant Data Processor of its choice to require the return or deletion of such Personal Data within ninety (90) days of the termination or expiry of the Agreement, or if sooner, the service to which it relates, then the User shall be deemed to have chosen the deletion of the User Personal Data. the Relevant Data Processor may retain User Personal Data to the extent required by EU or Member State law and always provided that such Personal Data is only retained for as long as is necessary to comply with that requirement.

2. The User authorises the Relevant Data Processor to appoint sub-contractors to Process the Personal Data ("sub-processors") subject always to the Relevant Data Processor meeting the conditions set out in Article 28(2) and (4) of the GDPR.

3. The parties acknowledge that in providing the services under this Agreement, the Relevant Data Processor may transfer Personal Data to a sub-processor (as importer) located in a Third Country ("International Transfers"). The User consents to such International Transfer, where either (i) the data recipient or the country in which it operates has been determined by the European Commission to ensure an adequate level of protection for the rights and freedoms of Data Subjects in relation to their Personal Data; or (ii) the Relevant Data Processor has entered into Standard Contractual Clauses (Processors) (as laid down in the Commission Decision 2010/87 EU of 5 February 2010 (or any subsequent version which replaces these) ("Standard Contractual Clauses"), under which the User (as exporter) will have direct contractual rights of enforcement against the sub-processor (as importer). The User hereby appoints the Relevant Data Processor to act as attorney on its behalf to enter into Standard Contractual Clauses as necessary to facilitate these arrangements.

4. The User represents, undertakes and warrants that all Personal Data Processed by the Relevant Data Processor has been and shall be collected and Processed by the User in accordance with Data Protection Laws and without limitation to the foregoing, the User shall take all steps necessary, including without limitation providing appropriate fair collection notices and ensuring that there is a lawful basis for the Relevant Data Processor to Process the Personal Data, to ensure that the Processing of the Personal Data by the Relevant Data Processor in accordance with this Agreement is in accordance with Data Protection Laws.

Details of Processing Activities

Depending on the request of the User, the Relevant Data Processor will process the Personal Data of: The User, Employees of the User, The Recipient.

The types of Personal Data will be limited to those which are necessary for the Services and/or Deliveries of Goods.  This will include without limitation: User or Recipient name, Contact details, Collection address, Delivery address, Any other relevant delivery information, Signature (if required)

The purpose, nature and subject matter of the Processing of Personal Data by the Relevant Data Processor, are those Processing operations which are necessary to provide the Services and the Deliveries of Goods which are referred to in this agreement.

Use of your personal information

1. When you register or otherwise use our Application, you provide us with personal data which is collected and used in accordance with the terms of our Privacy Policy. It is important that you read our Privacy Policy, which may be updated from time to time, and understand how we use your information and the rights that you have about your information.

2. In the event you process personal data relating to a buyer or a seller for the purpose of effecting a transaction or otherwise using the Application, you confirm and undertake that you will only process such personal data for the sole purpose of participating in the marketplace on the Application and (where applicable) to supply the Services to buyers and you will apply all adequate technical and organisational measures to keep such personal data secure.

Entire agreement

1. These terms constitute the entire agreement between any user and us in relation to the use of the Application. These terms supersede and extinguish all other agreements, promises, assurances, warranties, representations and understandings between any user and us, whether written or oral, in relation to the use of the Application.

2. You acknowledge that you will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms.

Other important terms

1. We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this.

2. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.

3. If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

4. Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.


Additional Terms and Conditions for Independent Couriers

Prerequisites to becoming an Independent Courier

The Company reserves the right to confirm or reject the application of an individual or corporate entity to become an Independent Courier.

‍The Company further reserves the right to set conditions which must be satisfied by any individual, corporate entity or employee of a transport company seeking to become an Independent Courier.  Such conditions shall be communicated to the applicants by the Company from time to time and may include passing background checks or possessing certain qualifications or certifications. Should such conditions not be satisfied, the applicant will not be eligible to become an Independent Courier and the relevant Account will be withdrawn.  Should the failure to meet the conditions come to the attention of the Company after the relevant person has already become an Independent Courier, the Company may suspend or terminate the Account of such Independent Courier at any time as a result of the same.

Private individual

Any individual who is self-employed can become an Independent Courier. To do this, it must register via the Application using the process accessible from the website.

The individual, before being able to execute Deliveries of Goods via the Application, must send to the Company the requested documentation, including evidence of identity, right to work and right to operate the Vehicle.

If the Independent Courier wishes to carry out Deliveries of Goods using a motorised vehicle, the Independent Courier must provide its authorisation for access to the profession (i.e. registration on the register of carriers), in the event where this is required, and/or the authorisation for access to the market (i.e. copy of the transport licence).


Corporate entity

A transport company may use the Application to offer its own employees as Independent Couriers. The corporate entity is also considered an Independent Courier.

‍The corporate entity, upon creation of its Account, must provide any documents requested by the Company

The Company shall then create sub-Accounts for each employee declared by the corporate entity. These employees shall then all be considered Independent Couriers and may execute Deliveries of Goods. However, all billing elements shall be allocated to the Account of the corporate entity, which shall supervise the sub-Accounts of its employees. The invoices for each Delivery of Goods executed by one of the employees of the corporate entity shall be published in the name and on behalf of the corporate entity managing the principal Account.

Accounts

Each registration on the Application and each Account and Login Information are personal to each individual Independent Courier.  Under no circumstances may a registration, Account or Login Information be shared with another individual or assigned to any other person.  This information is confidential. All individuals executing Deliveries of Goods via the Application must have their own personal registration as an Independent Courier and have set up their own Account with personal login Information.

The Company reserves the right to undertake checks to ensure that Independent Couriers are using the correct Accounts.  The Company may suspend or terminate the Account of any Independent Courier that is being shared or assigned to any other person.

Choice of Method of Transport

The Independent Courier may choose the Method of Transport that will be used in carrying out the Deliveries of Goods and that it enters in its Account. The Method of Transport must comply with all applicable legal requirements e.g. be in good working order, have a valid MOT certificate, tax and insurance and it is the Independent Courier's sole responsibility to ensure such compliance. The Method of Transport must also be in good operating condition. Maintenance operations on the Method of Transport, including the supply of fuel or, where applicable, battery charging, are the sole responsibility of the Independent Courier, which is its exclusive owner or user, and the Company shall not be liable for any compensation or financial contribution in this respect or with respect to any damage caused to the Method of Transport.

The Independent Courier must take out all appropriate insurances, to meet at least the minimum legal requirement (i.e. third party insurance) using its own resources. It is the Independent Courier's sole responsibility to ensure this.

The Independent Courier may only use one Method of Transport per Account (i.e. the Independent Courier must have a separate login and password for use of each Method of Transport if it wishes to have the ability to use different Methods of Transport with the Application).

If the Independent Courier wishes to change the Method of Transport for a given Account, it must inform the Company via the Application or otherwise in writing, and communicate to it, where applicable, the necessary evidence in order that the Company can confirm the change. If the Independent Courier fails to meet the above mentioned requirements, it may not accept Delivery Requests from the Application until it has remedied the position.
If the Independent Courier wishes to propose a motorised vehicle as Method of Transport, the Independent Courier must provide a copy of its driving licence, including evidence of the number of points remaining on its driving licence, and any other documentation and/or evidence which the Company may reasonably require.

The Company reserves the right to undertake checks to ensure that Independent Couriers have the Method of Transport that they have reported to the Company.  The Company may suspend or terminate the Account of any Independent Courier that does not have the Method of Transport that they have reported to the Company.

Biannual renewal of evidence required by the Company

The Independent Courier undertakes, without intervention of the Company, to communicate to it, every six (6) months, the documents mentioned and to respond without delay to any request for communication by the Company of the said documents and/or any information or document necessary.

If the Independent Courier fails to provide any of the documents requested within the required timeframes, the Company may automatically suspend access to the Services by the Independent Courier.

Offer of Delivery of Goods

To be able to offer Delivery of Goods, the Independent Courier must respect the following procedure:

- Use the Application from its Device and login with its Account using its Login Information;
-  Declare its availability by clicking the button provided on the Application;
- Authorise the Application to use the geolocation function of its Device.

Receipt of a Delivery Request


The Independent Courier is free to accept or refuse Delivery Requests.

However, excessive refusals or failure to accept Delivery Requests may affect the Independent Courier's ability to secure work. The number of refusals or failures required to be treated as "excessive" will be determined at the sole, reasonable discretion of the Company and the applicable level shall be communicated to the Independent Couriers from time to time.

The Independent Courier shall calculate its underlying costs for providing Delivery of Goods. The acceptance of a Delivery Request means that the Courier Fee is greater than the cost of the transport for the Independent Courier.

An Independent Courier using a motorised Method of Transport must ensure that the aforementioned sum covers: i) the costs incurred by any applicable legal and regulatory obligations, e.g. relating to employment, tax, insurance and safety matters; ii) the costs of fuel and maintenance; iii) the amortisation or rent of the vehicles; iv) the travel expenses of the vehicle drivers; v) tolls; vi) the costs of transport documents and tax stamps; and vii) where applicable, the remuneration of the company manager.

Acceptance by the Independent Courier, creates an agreement between the User and the Independent Courier, such that the Independent Courier irrevocably undertakes to execute the Delivery of Goods requested and the User undertakes to pay the Price due, along with any applicable Waiting Fee.

Courier fee

The Courier Fee is paid by the User to the Independent Courier for each Delivery of Goods and is included in the Price. This is dependent on geography and Package Size or Method of Transport.

If the Independent Courier is required to wait to take possession of the Goods from the Sender in connection with a Delivery Request, the Courier shall be entitled to an additional fee relating to waiting time.  A Courier Waiting Fee of 40p per minute will be applied to each additional minute in excess of ten minutes that the Independent Courier is required to wait to take possession of the Goods from the Sender. The Waiting Fee shall apply in all cases, regardless of geography and the User's selection of Package Size or Method of Transport, provided always that the Independent Courier has not left the Collection
Address.

Acceptance and execution of a Delivery of Goods

The Company does not under any circumstances undertake to provide the Independent Courier with a minimum number of Deliveries of Goods to be executed. The Company assumes a best efforts obligation only to put the Independent Courier in contact with Users wishing to undertake a Delivery of Goods, and does not guarantee a minimum number of Users.

Once the Independent Courier has accepted the Delivery Request, it must go without delay given the relevant time of pick-up to the Collection Address specified by the User to collect the Goods (via the fastest route according to factors such as traffic).

The Independent Courier must make contact with the Recipient of the Delivery of Goods to give it the Goods at the Delivery Address, in compliance with the information provided to it via the Application, then confirm completion of the Delivery of Goods via the Application.

Execution of a return of Goods

Following acceptance of a Delivery Request, the Independent Courier may be required to return the Goods to the Sender in several circumstances such as, without limitation, refusal or failure to sign by the Recipient or damage to the Goods.
Consequently, the Independent Courier, prior to acceptance of the Delivery Request, accepts that it may have to undertake such a return.  The Independent Courier acknowledges that this return may lengthen its time for Delivery of Goods.

Limitation of liability of the Independent Courier

The Independent Courier may become liable for material damage and/or consequential loss, such as loss, theft, material damage, or destruction of the Goods during the Delivery of Goods, except where the foregoing are due to factors such as, without limitation, fault of the Sender or the Recipient, a Force Majeure Event and/or a defect inherent to the Goods or insufficient packaging.

The Independent Courier's total liability for material damage and/or consequential loss, such as loss, theft, material damage, average or destruction of the Goods shall be the greater of:
i) the original value of the Goods; or
ii) the amount of their repair or reconstitution, in both cases up to the limit of 500 pounds sterling.

The User and/or Recipient must provide receipts to support any claim.

The Independent Courier shall not be liable for any indirect loss resulting from the Delivery of Goods or the failure of the Delivery of Goods.

The Independent Courier shall bear no liability to the Company for failure to carry out the delivery of Goods, as its sole responsibility for this service is to the User.

Payment

In order to complete the receipts or invoices produced by the Company in the name and on behalf of the Independent Courier, and to collect payment of the Price and any applicable Waiting Fee (including any VAT), the Independent Courier shall at all times provide all necessary information, in particular in relation to its identification and its status for VAT purposes (including details of any VAT registration), and confer a mandate for collection and billing. The Independent Courier shall receive payment weekly for the Deliveries of Goods executed since the last invoice issued (since the date of creation of the Account for the first payment).

Specific guarantees of the Independent Courier

The Independent Courier shall comply with all applicable legislation and regulations, including, for corporate entities, applicable employment legislation (respect for maximum working duration of its employees, for example), and shall make all declarations (tax or social security, for example) required of it with regard to its activity as an Independent Courier, and the Company shall not be liable for any compliance or failure to comply by the Independent Courier.

The Independent Courier may be given one or more accessories by the Company, in exchange for a bond which will be deducted from the first and/or second payment made by the Company to the Independent Courier. This sum shall be returned to the Independent Courier upon return to the Company of the accessories provided. The Independent Courier may use its own accessories, as long as they are not branded by another delivery company, and is under no obligation to use any offered by the Company.

The Independent Courier is solely responsible for the accessories given to it by the Company and is their sole guardian.

The Independent Courier shall comply with the Highway Code. It shall be solely responsible for any breach of the Highway Code and shall assume the consequences of any criminal proceedings. Any and all costs associated with any breach of the Highway Code, local regulations or criminal activity (including any parking fines or speeding violations) shall be borne by the Independent Courier and the Company shall not be liable for any compensation or financial contribution in this respect.

The Independent Courier shall take all possible precautions to be in the best possible condition, both physically and psychologically, when it is in an "available" status. The Independent Courier shall promptly notify the Company in writing of any accident, difficulty or incident which occurs when carrying out a Delivery of Goods, such notification to include the circumstances of the accident, difficulty or incident. Informing the Company of the accident, difficulty or incident shall not give rise to any liability on the part of the Company. In respect of the foregoing, the Independent Courier acknowledges and agrees that at all times it is solely liable for its acts or omissions with regard to Users and third parties, including the Recipient of the Delivery of Goods.

‍The Independent Courier shall inform the Company if it no longer fulfils one or more conditions required to carry out Deliveries of Goods, e.g. in the case of suspension/withdrawal of one or more of the documents required, within a period of twenty-four (24) hours after occurrence of the event. The Company reserves the right to suspend its access to the Services until it remedies the position. Any suspension, termination or withdrawal of the Service due exclusively to the fault of the Independent Courier, such as driving a vehicle while under the influence of alcohol, offences under the Highway Code, transportation of a User for a valuable consideration, breach by the Independent Courier of its confidentiality undertaking, and/or breach of any other condition shall not entitle the Independent Courier to any compensation.

The Independent Courier agrees that it shall act in good faith and will not commit any fraud or dishonesty against the Company or any User.

Personal data

The Independent Courier shall respect the privacy of the Users and, where applicable, third parties such as the Recipient. The Independent Courier shall comply with all applicable laws and with the Privacy Policy in respect of any personal data it processes for the purposes of carrying out the Deliveries of Goods.

Insurance

The Independent Courier must hold the relevant insurance coverage applicable to allow it to deliver goods. The Company reserves the right to check this documentation on application and sporadically thereafter.

Collection mandate

The Company puts Users in contact with the Independent Courier by giving them access to the Company's Application.  The Independent Courier, acting always as principal, gives mandate to the Company, acting as a marketplace, which it hereby accepts, to collect in its name and on its behalf, via its banking service provider, the sums due for the Deliveries of Goods undertaken by the Independent Courier for the User.

The Price and any applicable Waiting Fee due from the User to the Independent Courier for the Delivery of Goods shall be paid to a bank account, from which the Company may directly deduct its Commission, any interest which accrues, and any amount payable for insurance.

The sums due to the Independent Courier (less any Commission payable) shall be paid into the bank account specified by the Independent Courier, weekly from the last payment (and notification of the bank account for the first payment) after settlement of accounts.

The Independent Courier expressly authorises the Company to withhold, where applicable, the payment of sums due to it. The Independent Courier expressly authorises the Company to deduct from the sums withheld and, if necessary, from the other sums due from the User to the Independent Courier.. In particular, the Company may deduct any monies owed by the Independent Courier to the Company from any payments to be made by the Company to the Independent Courier.

Billing mandate

The Company puts Users in contact with the Independent Courier by giving them access to the Company's Application.  The Independent Courier, acting always as principal, confers on the Company, acting as a marketplace, with respect for the applicable economic and tax rules, the task of preparing the Independent Courier's invoices.

The Independent Courier expressly authorises and instructs the Company, which hereby accepts, to prepare in its name and on its behalf original invoices (initial and/or corrective) relating to the Deliveries of Goods to the Users, in compliance with all applicable legislation, relying solely on any VAT information provided by the Independent Courier.

The Company shall be responsible for sending the said invoices to the Users.

The Company, acting as a marketplace, shall prepare the invoices for Deliveries of Goods in compliance with the information given by the Independent Courier, in the name and on behalf of the Independent Courier (acting as principal).

The Company shall ensure that, provided the Independent Courier has furnished the Company with all relevant information, the original invoices the Company produces in the name and on behalf of the Independent Courier are in the same form as if they had been issued by the Independent Courier itself, particularly in relation to the mandatory details required by the applicable legislation.

The Company shall also ensure that the original invoices it produces bear the wording "Invoice issued by [name of Independent Courier]".

The Parties agree that the invoices produced within this manner do not need to be formally authenticated by the Independent Courier.

Taxation

The Independent Courier retains full liability for its legal and tax obligations in matters of billing for the original invoices prepared in its name and on its behalf by the Company, particularly in relation to its VAT obligations and taxes on income.

The Independent Courier must ensure that its billing information and VAT status is up-to-date, complete and correct at all times. The Company has no responsibility to advise the Independent Courier of any VAT obligations.

The Independent Courier shall declare its income generated for Deliveries of Goods to the tax authorities and shall file all relevant tax and VAT returns, and accounts for all VAT due on the service of Delivery of Goods.

The Company shall not be liable for breaches of the Independent Courier's VAT or tax obligations, and shall have no joint and several liability for payment of any VAT, penalties or fines owed by the Independent Courier.

All amounts of Commission payable by the Independent Courier to the Company for the Services shall be treated as exclusive of VAT. The Independent Courier shall provide to the Company details of its VAT status (including confirmation of whether or not it is registered for VAT and, if it is VAT registered, details of its registration (including its VAT registration number)). The Independent Courier shall notify the Company as soon as possible if its VAT status changes or if the details of its VAT registration have changed.

Any Independent Courier that is registered for VAT purposes in the United Kingdom (or is liable to be registered):

represents and warrants to the Company that its permanent address, and the place where it usually resides, is in the United Kingdom and that it does not have a place of business or fixed establishment outside the United Kingdom;

authorises the Company to (a) prepare VAT invoices to Users for the Delivery of Goods on its behalf (with the Independent Courier as the principal), and (b) collect any sums in respect of VAT payable by the Users on the Price paid for Delivery of Goods and any applicable Waiting Fee;

shall be solely responsible for accounting for VAT on the amounts paid by the User for the Delivery of Goods and the Independent Courier shall indemnify the Company and keep the Company indemnified against any claims from a tax authority for any VAT (including any related penalties, surcharges, fines or interest) chargeable on the Price payable by the Users for the Delivery of Goods and any applicable Waiting Fee; and

accepts and acknowledges that the Company shall not be responsible for any incorrectly charged VAT, or any related penalties, surcharges, fines or interest, that arises as a result of or in connection with the failure by the Independent Courier to provide correct and up to date information about its VAT status to the Company.

Any Independent Courier that is not registered for VAT purposes shall notify the Company immediately on becoming liable to register for VAT or on electing to register for VAT and the Company shall not be responsible for any VAT consequences of the Independent Courier resulting from any failure of the Independent Courier to inform the Company of its change in VAT status. Self-billing agreement on "incentives" for VAT-registered Independent Couriers The Company and any Independent Courier that is VAT-registered agree that any VAT invoices produced by the Company (on behalf of the Independent Courier) in respect of any Rewards payable by the Company to the Independent Courier (as a reward for the Commission which the Company has earned from the Independent Courier's services to the Users) shall be subject to the VAT "self-billing procedure".

For this purpose, the Company and the Independent Courier agree that the terms of the self-billing agreement are as follows:
The self-biller (the Company) agrees:   to issue self-billed invoices for all supplies made to it by the Independent Courier (the supplier) until the Independent Courier notifies the Company otherwise in writing;

to complete self-billed invoices showing the Independent Courier's name, address and VAT registration number, together with all the other details which constitute a full VAT invoice;

to make a new self-billing agreement in the event that the Independent Courier notifies the Company that its VAT registration number changes; and

to inform the Independent Courier if the issue of self-billed invoices will be outsourced to a third party.

The self-billee (the Independent Courier) agrees:

to accept invoices raised by the self-biller (the Company) on its behalf until the Independent Courier notifies the Company otherwise in writing;

not to raise sales invoices for the transactions covered by this self-billing agreement; and

to notify the Company immediately if it:

changes its VAT registration number;
ceases to be VAT-registered; or
sells its business, or part of its business.

Last updated: 10th February, 2021