IMPORTANT NOTICE
This document (together with documents referred to in it) sets out the terms on which you may make use of the website applications and any other services owned and/or operated by Courier App Ltd whether as an unregistered visitor to the website or a registered member. The definition of "Visitor" is in the case of a person/business/organisation "Customer" posting a job on the App/website is considered a registration for membership and must be validated by one proof of address document. In the case of a "Carrier" membership is validated by completion of the Carrier/Driver section of the App in full. Please read these terms carefully before using the website. By using the website in any way, you agree to be bound by these terms.
The General Provisions under Section A shall apply to all users of the website (each a “Visitor”, with registered members being referred to as "Members" and individuals authorised to use the website on behalf of a Member being referred to as "Users"). If you use the App/website to engage others to perform deliveries you are a "Customer". If you use the website to advertise, promote and sell delivery services ("Delivery Services") you are a "Carrier". Section B applies to Customers, Section C applies to Carriers, each in addition to Section A.
Licence terms for each of the mobile applications associated with the App/website are included within the applicable mobile application and will apply to your use of the applicable mobile application in addition to these Terms.
These Terms were last updated in 1st December 2020.
1. INFORMATION ABOUT COURIER APP LTD
2. REGISTRATION, RENEWAL AND VALIDATION
9. COURIER APP LTD LIABILITIES
10. CUSTOMER/CARRIER/USER INDEMNITY
11. INTELLECTUAL PROPERTY RIGHTS
13. CONFIDENTIALITY/PASSWORDS/LOG IN INFORMATION
14. NOTICES/TERMINATIONS/COMPLAINTS
18. FORCE MAJEURES BEYOND THE CONTROL OF COURIER APP LTD
22. CUSTOMER OBLIGATIONS AND PROHIBITIONS
23. SUSPENSION AND TERMINATION
25. CARRIER OBLIGATIONS/RESPONSIBILITIES AND PROHIBITIONS
27. SUSPENSION AND TERMINATION
2.1 To request or offer Delivery Services via the App the Visitor must submit a request to become a Member (the definition being posting a job on the App for bids by a courier or registering details as a Carrier/driver seeking jobs.)
2.2 By requesting to become a Member, registering as a Carrier or posting a job on the site the Visitor becomes a Member and warrants that:
2.2.1 Courier App Ltd. may at its discretion attempt to deliver the Consignment to an alternative address being either:
a) The Visitor is legally capable of entering into binding contracts;
b) The Visitor is at least 18 years old; and
c) The Visitor has not had a previous registration for any of the App suspended or terminated for any reason.
2.3 If the Visitor is requesting to become a Member on behalf of a business or organisation, the Visitor warrants and represents that the Visitor has the authority to accept these Terms on behalf of such entity and that such entity is thereby bound by these Terms.
2.4 In order to be accepted as a Member, the Carrier must be validated by Courier App Ltd and will be required to provide certain documents as notified by Courier App Ltd, which may include some or all of the following:
a) copies of insurance details including but not limited to all vehicle insurance policies, goods in transit policies, public liability and employer’s liability policies, professional indemnity policies, and such other policies as Courier App Ltd may from time to time request and proof of current address.
b) A copy of all relevant driving licenses including but not limited to driving licenses, operating licences and ISO9001 registrations.
2.5 To remain a Member, the Member must keep all documents provided to Courier App Ltd hereunder up to date and valid.
2.6 Courier App Ltd has no obligation to accept a Visitor’s application for membership, and may reject any application, or stop any Visitor from registering as a Member at Courier App Ltd sole discretion.
2.6a: Courier App reserves the right at any time to introduce a subscription charge for Users/Members/Visitors/Carriers.
2.7 When a subscription period expires, Courier App Ltd may invite the Member to renew its subscription to the Platforms. Such renewal will only be effective upon:
a) Selection, by the Member, of the Member’s subscription package;
b) receipt of the Subscription Fees for the minimum subscription period applicable at the time of selection or other such period as agreed to by Courier App Ltd; and
c) The provision of any documents or information required by Courier App Ltd, or Courier App Ltd acceptance and confirmation that the Member has previously provided such documents and that information is up to date.
2.8 The Member hereby warrants that the information provided by the Member to Courier App Ltd is correct, and the Member shall routinely check that such information remains at all times, true, accurate and complete. The Member further warrants that the Member shall promptly notify Courier App Ltd in the event of any change to such information.
2.9 The Member shall keep their registration details for the Platforms ("Login Details") confidential and secure. The Member may authorise access to additional individual Users to access the Platform(s) on the Member’s behalf, and it is the Member’s responsibility to ensure the individual Users comply with these Terms. Each member may have their personal login details.
3.1 Each Visitor is solely responsible and liable for their use of the App/website and that it is each Visitor’s sole responsibility to enforce any obligation owed to the Visitor by a third party that arises from their use of the App/website. In the event that the Visitor has a dispute with any other Visitor of the App/website, the Visitor hereby releases Courier App Ltd from all claims, demands and damages (whether actual or consequential) of any kind and nature, known and unknown, arising out of or in connection with such dispute, except as expressly set out in these Terms.
3.2 Courier App Ltd may monitor the Visitor’s use of the App/website from time to time. The Visitor hereby consents to Courier App Ltd monitoring their use of the App/website.
3.3 Certain areas of the App/website may be available only to Members.
3.4 The Member must notify Courier App Ltd immediately of any breach or suspected breach of security or unauthorised use, or suspected unauthorised use, of their account, Login Details or information.
3.5 The Member agrees that at all times they shall:
a) Comply with all instructions, policies and guidelines from Courier App Ltd from time to time in respect of the App/website. Courier App Ltd guidelines can be found in these general provisions, on the App/websites and on request can be given in writing when clarification is required.
b) Comply with Courier App Ltd policies, terms and provisions for use of the App/website.
c) Co-operate with all reasonable security or other checks or requests for information made by Courier App Ltd from time to time; and
d) Use the App/website and the information made available to them on the App/website at their own risk.
3.6 The Member further agrees that they shall not, and shall procure that all Users authorised by the Member shall not, at any time:
a) Use their Login Details with the intention of impersonating another person;
b) Allow any other person or entity to use their Login Details;
c) Re-register as a Member (either using the same or a different legal entity), or attempt to do so, after their registration has been revoked (whether such revocation was in respect of the same or a different legal entity);
d) Do anything likely to impair, interfere with or damage or cause harm or distress to any other Visitor;
e) Infringe the rights of any third parties;
f) Introduce into or onto the App/website any virus, Trojan, worm, logic bomb or other material which is malicious or technologically harmful;
g) Attempt to gain unauthorised access to the App/website, the server on which the App/website are stored or any server, computer or database connected to the App/website;
h) Attack the App/website via a denial-of-service attack or a distributed denial-of service attack;
i) launch any automated system that accesses the App/website in a manner that sends more request messages to the App/website servers in a given period of time than a human can reasonably produce in the same period using a conventional on-line web browser; or
j) Use the App/website in any manner or for any purpose that is, or may be considered, offensive, illegal or inappropriate.
3.7) Courier App Ltd reserves the right to make any changes to the App/website including any functionalities and content therein or to discontinue a specific feature from time to time subject always that:
a) Those changes shall have no material adverse effects on the Member except where Courier App Ltd has to increase subscriptions or other charges to reflect the UK economy.
4.1 The Member agrees that during the term of this agreement and for 12 months after its expiry or termination, they will not either on their own account or on behalf of others directly or indirectly:
a) Resell access to the App/website either directly or via any other application(s);
b) Provide a link the App/website from any website or application that is not owned by them. Any links to the App/website that they do provide must be to the App/website home page only and shall be provided in a way that neither damages nor takes advantage of Courier App Ltd reputation, nor suggests any form of association, approval or endorsement by Courier App Ltd of their, or any other party’s products or services;
c) Perform services which are of a similar type as the services provided by Courier App Ltd, which operate in the sector in which Courier App Ltd operates and which competes with its business. For the purposes of this agreement, the business of Courier App Ltd is defined as being a neutral online application/website which facilitates the trading and settlement of freight and transport orders between participating subscribers/visitors that may or may not lead to the delivery of goods, without acting as the principal broker in such transactions;
d) Be involved in any capacity other than as a client with any business concern which is (or intends to be) in competition with the business of Courier App Ltd;
e) Solicit or endeavour to entice away or discourage from dealing with Courier App Ltd any person who is at any time a Member or other client of Courier App Ltd with a view to providing goods or services to that Member or client in competition with the business of Courier App Ltd;
f) Solicit, interview, employ or engage or otherwise facilitate the employment or engagement of any of the staff of Courier App Ltd who have been engaged in the provision of services to them under this agreement whether or not such person would be in breach of contract as a result of such employment or engagement; and
g) Represent themselves as connected with Courier App Ltd in any capacity (other than as a client engaged under these Terms), or use any registered names or trading names associated with Courier App Ltd.
4.2 For the purpose of this clause "Capacity" shall include (without limitation) as agent, owner, investor, partner, shareholder, consultant, director, employer or worker.
4.3 All of the restrictions imposed on the Member by this clause 4 applies to the Member acting directly or indirectly; and on their own behalf or on behalf of, or in conjunction with, any firm, company or person.
4.4 All of the restrictions in this clause 4 is intended to be separate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective.
4.5 The Member will, at Courier App Ltd request, enter into a separate agreement with any group company of Courier App Ltd in which the Member agrees to be bound by restrictions corresponding to those restrictions in this clause 4 (or such of those restrictions as may be appropriate) in relation to that group company.
5.1 In consideration for the provision of the Platforms and the rights and licences granted to the Member hereunder, the Member shall pay to Courier App Ltd if requested or stated the charges set out in this clause 5 and any other agreed charges as set out in the Member’s subscription package (the "Subscription Fees"). Such charges may take the form of a flat fee or in the case of Carriers a percentage of services charged for from Customers.
5.2 The Member’s invoice and any other applicable invoices including but not restricted to their renewal invoice shall be issued by Courier App Ltd in a timely manner and it shall use reasonable efforts to contact the Member by email or telephone prior to the expiry of their subscription period or any renewal thereof.
5.3 The Member shall pay each invoice to Courier App Ltd, in full and immediately available funds, no later than the renewal date of their subscription.
5.4 The Subscription Fees shall be payable without deduction, set-off, counterclaim or withholding any amount (other than any deduction or withholding of tax as required by law).
5.5 Courier App Ltd may change the Subscription Fees at any time on the provision of notice to the Member in writing, by email or through their use of the Platforms. The Member’s continued use of the App/website following notice of such change shall be deemed to be their acceptance of the new Subscription Fees. If the Member does not agree with the changes to the Subscription Fees, they may terminate their agreement with Courier App Ltd by notice in writing or by email.
5.6 Without prejudice to any other right or remedy that Courier App Ltd may have, if the Member fails to pay the Subscription Fees by their due date in immediately available funds, Courier App Ltd may suspend their access to the App/website until payment has been made in full. If any Fees are not paid within 30 days after the due date then (without prejudice to its other rights and remedies Courier App Ltd reserves the right to charge interest on such sum on a day to day basis from the date such payment was due to the date of actual payment (both dates inclusive) at the rate of 5 per cent above the base rate of the Bank of England from time to time in force compounded quarterly. Such interest shall be paid by the Member on demand.
6.1 The Member may submit their reviews in respect of their experience ("Reviews") or make contact with other Members (each Review and other communication via any blog provided by Courier App Ltd being referred to as a "Submission"). The Member must comply with the content standards set out herein and in TEG’s acceptable use policy. The Member warrants that all Submissions comply with those standards, and they indemnify TEG for any breach of that warranty.
6.2 The Member shall not submit any Submission(s) that in Courier App Ltd reasonable opinion:
a) Is or may be considered offensive, illegal or inappropriate or contain use of foul language even if it is abbreviated;
b) Contain information that is inaccurate, false or misleading; or make reference to any political party or campaign group, religion, protest group, minorities in a disparaging way or to promote them in anyway.
c) Infringe any rights of any third party and they warrant that they own all intellectual property rights and any other applicable rights in such Reviews.
6.3 The Member acknowledges that making a Review does not guarantee that such Review, or any part thereof, shall appear on the App/website. The Member agrees that Courier App Ltd may, in its sole discretion, choose to display, edit or to remove any Review or any part of the same that they make on the App/website.
6.4 If the Member feels that any Submission by another Member is objectionable, please contact Courier App Ltd using the contact details in clause 1 or set out on the App/website. Courier App Lt shall use its reasonable endeavours to review the relevant Submission as soon as is practicable and shall take such action as it deems appropriate, if any at all.
6.5 Courier App Ltd is not responsible for the content or accuracy of any materials posted by the Member and we cannot guarantee confidentiality of any Submissions.
6.6 Courier App Ltd has the right to remove any Submission if, in its opinion, such Submission is made in breach of these Terms.
6.7 Courier App Ltd issues no guarantee concerning functionality of any software required to upload Submissions and the Member hereby waives any legal or equitable right or remedy they may have against Courier App Ltd for the use thereof, as applicable.
a) All complaints from Customers or Carriers must be submitted in writing or email to Courier App Ltd at the address or email given above which contains full details of the nature of the complaint. We will only receive complaints by telephone if the situation involves an emergency situation.
8.1 In consideration for a Visitor’s compliance with these Terms, Courier App Ltd shall use its reasonable endeavours to provide the Visitor with the App/website facility at all times however we have no control over internet suppliers technical problems or acts of nature.
8.2 Courier App Ltd shall be entitled, from time to time at its own discretion and upon with provision of notice to the Visitor/Customer, to suspend the App/website whether wholly or partly for any reason whatsoever including but not limited to repairs, planned maintenance or upgrades and shall not be liable to the Visitor/Customer for any such suspension on non-availability of the App/website (whether wholly or partly).
8.3 Courier App Ltd may suspend or terminate the Member’s access to the App/website (wholly or partly) in the event that:
a) The third party services and network providers cease to make the third party service or network available to Courier App Ltd;
b) Courier App Lt believes that the Member or someone using the Member’s Login Details has failed to comply with one or more of these Terms or any document referred to herein, or the terms of use of its mobile applications;
c) Courier App Ltd believes that there has been fraudulent use, misuse or abuse of features and functionalities of the App/website (in whole or in part);
d) Courier App finds or is of the opinion that the Member has provided it with any false, inaccurate or misleading information either directly or via its App/website; or
e) Courier App Ltd believes that the Member is using the App/website to provide a service in its sole discretion, deems to compete with its App/website or other services; or
f) Courier App Ltd believes the Member is in breach of any of the policies and guidelines of its policies.
8.4 The Member may terminate this agreement without cause on the provision of not less than 30 days written notice either by post or email to Courier App Ltd. In such event:
a) The Member shall cease all use of the App/website on or before the date of termination; and
b) All rights granted to the Member hereunder shall cease on the date of termination.
8.5 Termination of this agreement shall not affect the rights of either party accruing or accrued prior to the termination of this agreement.
8.6 When Courier App Ltd suspends the Member from the App/website, subject to it receiving a written request for the Member in respect of the same, Courier App Ltd shall not unreasonably refuse to permit the Member continuing access to the "Booked Orders" and "Invoicing" function(s) of the App/website and to the Member’s historical data saved within it, subject to payment of all outstanding Subscription Fees and any additional fees agreed between the parties in respect of the same.
8.7 Where the Member’s access to one or more App/website is terminated by the Member for any reason, or is terminated or suspended by Courier App Ltd for any of the reasons set out in this clause 8, the Subscription Fees and any additional fees paid by the Member to App] shall not be refunded. In all other circumstances the Member’s right to a refund will be as set out in the applicable Refund Policy, as published from time to time on the App. website
8.8 Clauses 2, 4, 5 (to the extent of any unpaid charges) 6, 5, 8.7, 9, 10, 11, 12, 13 and 19, and all provisions required for their interpretation, shall survive termination of these Terms for any reason.
9.1 Courier App Ltd relies on third party providers (such as network providers, data centres and telecommunication providers) to make the App/website available to Visitors. Whilst TEG takes all reasonable steps available to Courier App Ltd to provide Visitors with a good level of service, the Visitor acknowledges and agrees that Courier App Ltd does not warrant that the App/website shall be uninterrupted or fault-free at all times. Courier App Ltd therefore shall not be liable in any way for any losses the Visitor may suffer as a result of delays or failures of the App/website as a result of Courier App Ltd service providers.
9.2 Courier App Ltd takes reasonable precautions to protect the App/website from malicious code and third party attacks, however, it is not liable for any loss or damage caused by a third party distributed denial-of-service attack, viruses or other technologically harmful material that may infect a Visitor’s computer equipment, computer programs, data or other proprietary material due to their use of the App/website or to their downloading of any material posted on it, or on any website linked to it.
9.3 The material displayed on the App/website is provided without any guarantees, conditions or warranties as to its accuracy. Subject to the exceptions set out in the last paragraph of this clause 9, below, it shall not be liable for losses that result from its failure to comply with these Terms that fall into the following categories:
a) Indirect or special losses;
b) Loss of profits, income or revenue;
c) Loss of savings or anticipated savings, interest or production;
d) Loss of business or related benefits;
e) Loss of contracts;
f) Loss of opportunities or expectations however assessed or anticipated;
g) Loss of goodwill and/or reputation;
h) Loss of marketing and/or public relations time and/or opportunities;
i) Loss of data; or
j) Loss of management or office time Or any other losses howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
9.4 Nothing in these Terms shall limit in any way Courier App Ltd liability for:
a) For death or personal injury caused by Courier App Ltd negligence where there is a legal requirement to include;
b) For fraud or fraudulent misrepresentation; or
c) For any matter for which it would be illegal for Courier App Ltd to exclude, or attempt to exclude, Courier App Ltd liability.
9.5 If Courier App Ltd fails to comply with these terms; it shall be entitled to be given a reasonable opportunity to rectify any errors and to re-perform its obligations. If Courier App Ltd failure to comply with its obligations is not remedied following such reasonable opportunity then, subject always to preceding paragraphs of this clause 9, then Courier App Ltd total liability for all losses, damages, costs, claims and expenses howsoever arising shall be limited in the aggregate to the total amount of the Subscription Fees received by Courier App Ltd from the Member during the 12 month period prior to the date on which the event giving rise to the claim first occurred.
10.1 The customer/carrier/user hereby indemnifies Courier App Ltd in full and on demand against all costs (including reasonable legal costs), claims, damages, losses and expenses arising as a result of any breach by the Member of these Terms, or of any claim or action brought in connection with the Delivery Service; any information the Member provides via the App/website or any other communication with any other Visitor; and/or infringement of Intellectual Property Rights or any right of a third party.
11. 1 Courier App Ltd and/or its licensors own all intellectual property rights in and to the App/website.
11.2 Courier App Ltd grants the Visitor a non-exclusive, non-transferrable limited licence to use the intellectual property rights in the App/website only for the purpose of using the App/website in accordance with these Terms.
11.3 The Visitor may print copies and download extracts of any page(s) from the App/website for their personal reference and to draw the attention of others within their organisation to material posted on the App/website.
11.4 Save as otherwise expressly set out in these Terms, the Visitor is expressly prohibited from:
a) reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any of the App/website including without limitation, any information, articles, photographs, images or submissions made available to the Visitor using the App/website; and
b) removing, modifying, altering or using any registered or unregistered marks/logos/design owned by Courier App Ltd and/or its licensors, and doing anything which may be seen to take unfair advantage of, or that may damage, the reputation and goodwill of Courier App Ltd or could be considered an infringement of any of the rights in the intellectual property rights owned by and/or licensed to Courier App Ltd.
11.5 If a Visitor prints off, copies or downloads any part of the Platforms in breach of these Terms, their right to use the Platforms will cease immediately and they must, at Courier App Ltd request, return or destroy any copies they have made.
11.6 The Member hereby grants Courier App Ltd a non-exclusive, perpetual, irrevocable, transferable, sub-licensable and royalty free licence to process, edit, remove, and use all Reviews, Submissions and Accreditations (and any intellectual property rights therein) on the App/website for any purpose whatsoever.
12.1 The customer/carrier/user and Courier App Ltd shall comply with the Data Protection Laws.
12.2 For the purposes of this clause 12, ‘Data Protection Laws’ shall mean all applicable data protection and privacy laws and regulations in the performance of its obligations set out under these Terms, including but not limited to the EU General Data Protection Regulation 2016/679 and all other successor legislation and regulations thereto.
12.3 Courier App Ltd will be the data controller (as the term is defined in the Data Protection Laws) of any personal data that any Member (including a Visitor) shares directly with Courier App Ltd as a user of the App/website and services. Where data is processed by Courier App Ltd as a data controller, such processing is carried out in accordance with Courier App ltd privacy policy.
12.4 If the Member uses the Platforms and services for the purpose of providing Delivery Services to or receiving Delivery Services from other users and send, receive or upload personal information into the Member’s member area, which Courier App Ltd then stores it in its database, the Member will be the data controller of such personal data, and Courier App Ltd will be a data processor of such personal data and will:
a) act strictly in accordance with the Member’s lawful and reasonable instructions (which may be received via their use of the App/website and/or services) unless applicable law requires otherwise, in which case Courier App Ltd shall inform the Member of that legal requirement before processing (unless that law prohibits such information on important grounds of public interest). Courier App Ltd shall inform the Member if it becomes aware of an instruction by the Member that, in its opinion, infringes the Data Protection Laws;
b) Ensure that its personnel that are authorised to process the personal data in connection with the provision of the App/website and/or services have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
c) Implement appropriate technical and organisational security measures to protect the personal data in accordance with Data Protection Laws;
d) Enable the Member to access, rectify, erase, restrict and transmit any personal data processed by Courier App Ltd on their behalf;
e) If a data subject requests information from Courier App Ltd concerning the processing of personal data by a Member, promptly forward the request to the Member;
f) provide reasonable assistance to enable Courier App Ltd to comply with the Member’s obligations under Data Protection Law, including using appropriate technical and organisational measures to assist the Member in responding to data subject access requests; and
g) make available to the Member all information necessary to demonstrate compliance with the obligations set out in this clause 12, and allow for and contribute to audits, including inspections, conducted by or on behalf of the Member or ensure that Courier App Ltd and/or any sub-processor will conduct audits using external auditors at least once per year.
12.5 The Member may delete or request in writing the deletion or return of all personal data that Courier App Ltd process on their behalf on termination of the provision to the Member of App/website and/or services or at any time following termination of the same. Where the Member has not deleted the personal data prior to the termination of the provision to them of App/website and/or services, Courier App Ltd shall provide the "Storage Service" free of charge for a period of at least 90 working days following the date of termination. Thereafter Courier App Ltd may terminate the Storage Service at any time without notice, and in such event, Courier App Ltd shall delete all personal data processed on their behalf unless otherwise required by applicable law. Notwithstanding the foregoing, where personal data that Courier App Ltd processes on the Member’s behalf forms part of the record of a transaction between the Member and another Member, such other Member may be a joint data controller of such personal data and Courier App Ltd may be required to retain such data on behalf of the other Member. In such event, the Member may receive a copy of the personal data, but it shall not be deleted.
12.6 The Member acknowledges and accepts that any data subject to which the personal data relates may have the right to request the deletion of their personal data or information at any time and may request that Courier App Ltd permanently delete all information and data held about that data subject from Courier App Ltd systems. In the event that a data subject exercises its rights in this clause 12, Courier App Ltd shall notify the Member and they shall promptly and permanently delete all personal data held about that data subject from Courier App Ltd systems. In the event that the Member has not done so within a reasonable time, and has not notified Courier App Ltd in writing of any requirement for Courier App Ltd to retain the personal data, Courier App Ltd reserves the right to remove such personal data and shall not be liable in any way for any loss or damage suffered by the Member arising from such data subject exercising their rights.
12.7 The Member shall ensure that their collection and use of any personal data, accessed through the App/website and services, complies with the Data Protection Laws. The Member hereby indemnifies Courier App Ltd against all losses, liabilities, costs and expenses (including but not limited to legal costs) arising from or incurred by reason of the Member’s failure to comply with this clause.
12.8 The Member hereby gives Courier App Ltd a general consent to engage sub-processors to process the personal data. Courier App Ltd shall make details of its sub-processors available to the Member on request. Where Courier App Ltd intends to add a new sub-processor, Courier App Ltd shall make details of such new sub-processor available on the App/website at least 7 days ("Sub-processor Notice Period") before transferring any personal data to a new sub-processor. The Member shall notify App/website during the Sub-processor Notice Period if they object to the new sub-processor. If the Member does not object to the sub-processor during the Sub-processor Notice Period, the Member shall be deemed to have accepted the sub-processor. If the Member has raised a reasonable objection to the new sub-processor, and the parties have failed to agree on a solution within the Sub-Processor Notice Period time, the Member shall have the right to terminate their use of the App/website and these Terms. During the Sub-Processor Notice Period, App/website shall not transfer any personal data to the sub-processor.
12.9 Courier App Ltd shall enter into appropriate written agreements with all of its sub-processors on terms that include all the required obligations on data processors, as set out in the GDPR, including without limitation the Member’s right to conduct audits at the sub-processor, or ensure that the sub-processor will conduct audits using external auditors at least once per year. Courier App Ltd shall remain fully liable to the Member for the performance or non-performance of the sub-processor’s obligations.
12.10 The Member hereby acknowledges and agrees that personal data may be passed between Courier App Ltd and the payment processor. It is the Member’s express instruction that Courier App Ltd so provide such personal data to the payment processor.
12.11 Where Courier App Ltd receives personal data from one or more payment processors in respect of which it reasonably believes that the Member is the data controller, the Member hereby instructs it to process such personal data on their behalf.
12.12 Courier App Ltd collects and processes such categories of personal data as are described in its Privacy Policy, and corporate data. Such personal and corporate data may include geo-location data derived from different sources including, but not limited to Courier App Ltd mobile application and integrated third party fleet telematics, and other data entered by Members (collectively "the Data").
12.13 The Member acknowledges and agrees that, to the extent that the Data is owned by the Member, Courier App Ltd may transmit, collect, maintain, process, and use the Data to provide the services described in the App/website. Further, the Member acknowledges and agrees that Courier App Ltd may use the Data, strictly in anonymous and aggregated form, for the purpose of improving the services that Courier App Ltd offers, for analysis of routes and journeys and for the creation of reports. Courier App Ltd may share any such anonymous and aggregated Data with third parties. The Member may opt-out of this by writing to Courier App Ltd at the address set out in clause 1. If the Member opts out, then Courier App Ltd will not be able to provide the Member with any services or products that rely on aggregated and anonymous data sharing within the App/website.
13.1 If the Member chooses, or is provided with a user identification code, password or any other piece of information as part of Courier App Ltd security measures, the Member must treat such information as confidential, and they must not disclose it to any third party. Courier App Ltd has the right to disable any user identification code or password, whether chosen by the Member or allocated by it, at any time, if in its opinion the Member has failed to comply with any of the provisions of these Terms. The Member agrees that they shall not use identification codes or passwords of another person or entity without Courier App Ltd permission.
14.1 All notices given by the Member to Courier App Ltd must be given to Courier App Ltd using the contact details set out in the App/website. Courier App Ltd shall give notice to the Member by posting details on the App/website, by using the e-mail or postal address the Member provided on registration, or such other e-mail or postal address as the Member notifies to Courier App Ltd in writing from time to time. Notice will be deemed received and properly served immediately when posted on the Platforms, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.
15.1 If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law in England and Wales.
16.1 These Terms and any document expressly referred to in them constitute the whole terms between the Member and Courier App Ltd and supersede any previous arrangement, understanding or terms between the Member and Courier App Ltd relating to the subject matter of these Terms. Each party acknowledges that, in entering into these Terms, (and the documents referred to in it), neither of them has relied on any statement, representation, assurance or warranty ("Representation") of any person (whether a party to these Terms or not) other than as expressly set out in these Terms.
16.2 Each party agrees that the only rights and remedies available arising out of or in connection with a Representation shall be for breach of contract as provided in these terms and conditions.
17.1Courier App Ltd reserves the right to amend/change these Terms at any time on the provision of notice in writing or via publication of the updated Terms on the App/website. The Member’s continued use of the App/website (whether wholly or partly) shall be deemed as their acceptance of such change(s) in respect of the updated or revised Terms. If the Member does not agree with the changes to these Terms, they may terminate their agreement with Courier App Ltd by notice in writing or by email.
18.1Courier App Ltd shall not be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure result from events, circumstances or causes beyond its reasonable control, including but not limited to any of the following:
A) Acts of God, flood, earthquake, windstorm or other natural disaster;
b) Epidemic or pandemic;
c) war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;
d) Terrorist attack, civil war, civil commotion or riots;
e) Nuclear, chemical or biological contamination or sonic boom;
f) any law or government order, rule, regulation or direction, or any action taken by a government or public authority, including but not limited to imposing an embargo, export or import restriction, quota or other restriction or prohibition, or failing to grant a necessary licence or consent;
g) fire, explosion (other than in each case one caused by a breach of contract by, or assistance of, the party seeking to rely on this clause or companies in the same group as such party) or adverse weather conditions;
h) Interruption or failure of utility service, including but not limited to electric power, gas or water;
i) Any labour dispute, including but not limited to strikes, industrial action or lockouts;
j) Non-performance by suppliers or; and
k) Collapse of building structures, failure of plant machinery, machinery, computers or vehicles.
19.1These 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) will be governed by English law. Any dispute or claim arising out of or in connection with such contracts or their formation (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.
20.1 If Courier App Ltd fails at any time to insist upon strict performance of the Member’s obligations under these Terms, or if it fails to exercise any of the rights or remedies to which Courier App Ltd is entitled under these Terms, this will not constitute a waiver of any such rights or remedies and shall not relieve the Member from compliance with such obligations. A waiver by Courier App Ltd of any default shall not constitute a waiver of any subsequent default. No waiver by Courier App Ltd of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to the Member in writing.
20.2 Courier App Ltd reserves the right to use third party suppliers or sub-contractors at any time and in any way in respect of the performance of Courier App Ltd obligations under these Terms.
SECTION B: CUSTOMERSThis Section B shall apply to each Member when they are acting in their capacity as a customer. The Member is a Customer when they request Delivery Services via the App/website, referred to herein as "posting a load" or making a direct booking.
21.1 When a Customer posts a load, the details of their request will be made available to one or more specified Carriers ("direct booking") or all Carriers ("posting a load") via the applicable section of the App/website
21.2 In the case of the Customer posting a load, one or more Carriers may provide the Customer with a quote setting out the charges and other terms applicable to the provision of the Delivery Services based on the information in the Customer request ("Quote") via the App/website. Upon acceptance of a quote, the Customer will place an order confirmation through the App/website with the Carrier for performance of the Delivery Services (a "Booking"). It is the responsibility of the Customer to provide correct details of collection and delivery addresses along with contact details enabling the Carrier to co-ordinate a smooth collection and delivery process.
21.3 In the case of the Customer making a direct booking, the Carrier(s) will agree in writing with the Customer the charges and other terms applicable to the provision of the Delivery Services. Agreement between the parties of such terms and logging of the delivery on one of the App/website will create a "Booking".
21.4 The Platforms allow for the automated placing of Bookings between a Customer and a Carrier without any human intervention by Courier App Ltd. Quotes are based on the information the Customer provides when posting a load for delivery and details of the Delivery Services are recorded when the Customer and Carrier agree the terms of the Delivery Services. Courier App Ltd does not check the Customers request, the Quote or any of the terms and conditions applicable to a Booking. It is therefore essential that the Customer correctly enter all details required for the Booking so that the correct Delivery Services and charges are displayed, and that both the Customer and the Carrier check all Quotes and other terms and conditions of Delivery Services carefully.
21.5 A contract for the Delivery Services will only be formed between a Customer and a Carrier where the Customer accepts the Carrier’s Quote or the Customer and Carrier agree terms and conditions for the provision of the Delivery Services.
21.6 The Customer acknowledges and agrees that once the he/she has accepted a Quote from a Carrier or agreed terms and conditions to purchase a Delivery Service, this will constitute a binding contract between the Customer and the Carrier on the terms set out in the applicable Quote or as otherwise agreed between the Customer and the Carrier, and that the Customer shall comply with the Delivery Agreement in respect of such Booking.
21.7 The Customer is responsible for making payment to the Carrier.
22.1 All information uploaded onto the App/website by the Customer shall be in the format required by Courier App Ltd and shall relate strictly and solely to the Delivery Services.
22.2 The Customer is strictly prohibited from:
a) Posting loads or making Bookings on behalf of any other person or organisation; or
b) Posting loads or making direct bookings where the transportation of such load would be unlawful or likely to cause loss or damage to any party.
22.3 The Customer shall not conduct any direct marketing using personal information (which, for the avoidance of doubt, shall include all email addresses and telephone numbers) that came into the Customer’s possession through the Customer’s use of and activities on the App/website, nor will the Customer disclose such personal information to any third party without Courier App Ltd express written consent. Furthermore the Customer shall not include in any information uploaded to the App/website or any other communication with Carriers a link to any URL located outside the App/website, nor any advertising for any product or service.
23.1 In the event of termination of this agreement or suspension or termination of the Customers access to the App/website, the Customer shall make full payment for all Bookings made through the App/website on or before the date of termination or suspension.
SECTION C: CARRIERSThis Section C shall apply to the Member when they are acting in their capacity as a Carrier. The Member is a Carrier if they respond to a request for Delivery Services via the App/website.
24.1 When the Carrier sees a request via the App/website, the Carrier has the option to provide a quote to the Customer via the App/website, setting out the charges to provide the Delivery Services ("Quote"). This shall constitute a contractual offer to the Customer to perform the Delivery Services on the terms set out in the Quote or otherwise agreed between the Carrier and the Customer.
24.2 When a Customer approaches the Carrier with a direct booking, the Carrier may agree in writing the terms of the Delivery Services with such Customer.
24.3 The App/website allow for the automated placing of Bookings between the Carrier and a Customer without any human intervention by Courier App Ltd. Courier App Ltd does not check the Customers request or the Carrier’s quote or any other the terms and conditions applicable to the Booking. It is therefore essential that the Carrier carefully reviews all details of the request, and checks each quote carefully before sending it to the Customer and all other applicable terms and conditions carefully before agreeing them with the Customer.
24.4 The Customers acceptance of a quote, or agreement between a Customer and the Carrier of the terms and conditions for the performance of Delivery Services, will place a booking with the Carrier for the Delivery Services through the App/website (a "Booking") and a contract for the Delivery Services will be formed between the Carrier and the Customer.
24.5 The Carrier acknowledges and agrees that once a quote has been accepted by the applicable Customer, or terms and conditions agreed between a Customer and the Carrier, to engage the Carrier to provide a Delivery Service, this will constitute a binding contract between the Carrier and the Customer on the terms set out in the applicable quote or otherwise agreed between a Customer and the Carrier, and that the Carrier shall comply with the Delivery Agreement in respect of such Booking.
24.6 The Carrier is responsible for performing the Delivery Services.
25.1 All information uploaded onto the App/website by the Carrier shall be in the format required by Courier App Ltd and shall relate strictly and solely to the Delivery Services.
25.2 The Carrier shall comply with all policies and guidelines of Courier App Ltd policies which can be obtained in the App/website or otherwise as provided to the Carrier in writing. Courier App Ltd may make amends to these policies from time to time and notice of such amends will be provided via the App/website.
25.3 The Carrier is strictly prohibited from:
a) Providing their contact information during their performance of the Delivery Services unless otherwise formally authorised by the Customer to communicate directly with any specified stakeholder associated with the completion of the Delivery Service;
b) Co-loading between Customers without each Customers permission; or
c) Holding goods to ransom.
25.4 The Carrier shall not conduct any direct marketing using any information (which, for the avoidance of doubt, shall include all email addresses and telephone numbers) that came into the Carrier’s possession through the Carrier’s use of and activities on the App/website, nor will the Carrier disclose such personal information to any third party without Courier App Ltd and the Customers express written consent. Furthermore the Carrier shall not include in any information uploaded to the App/website or any other communication with any Customer any link to any URL located outside the App/website, nor any advertising for any product or service other than the Carrier’s Delivery Services.
26.1 The Carrier hereby warrants, represents and guarantees that the Carrier has the right to promote, sell and distribute its Delivery Service(s).
26.2 The Carrier warrants, represents and guarantees that the Carrier shall comply with all applicable legislation in respect of the service information and that the service information shall not infringe any intellectual property rights, or any other rights of any third party.
27.1In the event of termination of this agreement or suspension or termination of the Carrier’s access to the App/website, the Carrier shall fulfil all Bookings placed with the Carrier through the App/website on or before the date of termination or suspension.
Courier App Ltd does not store Customers Bank Card or Credit Card information on this App/Website