TERMS OF SERVICE


By Using Our Service You Accept & Agree To These Terms Of Service As Default of Use

Please read these Terms of Use carefully and ensure that you understand them before using Our Site. These Terms of Use, together with any other documents referred to herein (unless otherwise stated), set out the terms of use governing your use of this website,
babakb54.sg-host.com (“Our Site”).
These Terms of Service were last updated on 16 June 2022.

Your agreement to comply with these Terms of Service is indicated by your use of Our service. If you do not agree to these Terms of Service, you must not proceed in engaging us. You will also be required to accept these Terms of Use if you sign up for an Account.

The following documents may also apply to your use of Our Site:

Our Privacy Policy, available at
https://driftsamedaycouriers.co.uk .

PRIVATE HIRE – TERMS OF SERVICE

These Terms and Conditions are the standard terms for the provision of services for private hire by Drift
Couriers Ltd a Ltd company registered in England under number 13802693, whose trading
address is 86 – 90 Paul St, London EC2A 4NE.

1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the
following expressions have the following meanings:
“Business Day” means any day other than a Saturday, Sunday or bank holiday;

“Calendar Day” means any day of the year;
“Contract” means the contract for the provision of Services, as

explained in Clause 3;

“Deposit” means an advance payment made to Us under sub-
Clause 5.5;

“Month” means a calendar month;
“Price” means the price payable for the Services;
“Services” means the courier services which are to be provided
by Us to you as specified in your Order (and
confirmed in Our Order Confirmation);

“Special Price” means a special offer price payable for Services which

We may offer from time to time;

“Order” means your order for the courier Services;
“Order Confirmation” means Our acceptance and confirmation of your

Order as described in Clause 3;

“We/Us/Our” means Drift Couriers Ltd. a Ltd company registered in
England under number 13802693, whose trading
address is 86 – 90 Paul St, London EC2A 4NE

1.2 Each reference in these Terms and Conditions to “writing” and any similar
expression includes electronic communications whether sent by e-mail, or other
means.

2. Information About Us
2.1 Drift Couriers Ltd, is a Ltd company registered in England under number
13802693, whose trading address is 86 – 90 Paul St, London EC2A 4NE.

3. The Contract
3.1 These Terms and Conditions govern the sale and provision of Services by Us
and will form the basis of the Contract between Us and you. Before submitting
an Order for delivery, please ensure that you have read these Terms and
Conditions carefully. If you are unsure about any part of these Terms and
Conditions, please ask Us for clarification.
3.2 Nothing provided by us including, but not limited to, sales and marketing
literature, price lists and other documents constitutes a contractual offer capable
of acceptance. Your Order constitutes a contractual offer that We may, at our
discretion, accept.
3.3 A legally binding contract between Us and you will be created upon our
acceptance of your Order, indicated by Our Order Confirmation. Order
Confirmations will be provided in writing via email.
3.4 We shall ensure that the following information is given or made available to you
prior to the formation of the Contract between Us and you, save for where such
information is already apparent from the context of the transaction:
3.4.1 The main characteristics of the Services;
3.4.2 Our identity (set out above in Clause 2) and contact details (as set out
below in Clause 11);
3.4.3 The total Price for the Services including taxes or, if the nature of the
Services is such that the Price cannot be calculated in advance, the
manner in which it will be calculated;
3.4.4 The arrangements for payment, performance and the time by which (or
within which) We undertake to perform the Services;
3.4.5 Our complaints handling policy;
3.4.6 Where applicable, details of after-sales services and commercial
guarantees;
3.4.7 The duration of the Contract, where applicable, or if the Contract is of
indeterminate duration or is to be extended automatically, the conditions
for terminating the Contract;

4. Orders
4.1 All Orders for Services made by you will be subject to these Terms and
Conditions.
4.2 You may change your Order at any time before We begin providing the Services
by contacting Us.
4.3 If your Order is changed We will inform you of any change to the Price in writing.
4.4 You may cancel your Order within 2 hours of placing it. If you have already
made any payments to Us under Clause 5, subject to sub-Clause 5.6, the
payment(s) will be refunded as soon as is reasonably possible, and in any event
within 3 Calendar Days of Our acceptance of your cancellation. If you wish to
cancel the Services after this time period, or once We have begun providing the
Services, please refer to Clause 10.

4.5 We may cancel your Order at any time before We begin providing the Services
due to the unavailability of required personnel or materials, or due to the
occurrence of an event outside of Our reasonable control. If such cancellation
is necessary, We will inform you as soon as is reasonably possible. If you have
made any payments to Us under Clause 5, the payment(s) will be refunded as
soon as is reasonably possible, and in any event within 14 Calendar Days of Us
informing you of the cancellation. Cancellations will be confirmed in writing.

5. Price and Payment
5.1 The Price of the Services will be that shown be confirmed on your bespoke invoice in place at the time of your Order. If the Price shown in your Order differs
from Our current Price We will inform you upon receipt of your Order.

5.1.1 All prices quoted are estimates based on collection and delivery from ground level and before additional waiting and/or loading time accrued.
5.1.2 Any additional charges accrued after initial payment has been made will be charged to the method of payment originally used.

5.2 If We quote a Special Price which is different to the Price shown in Our current
price list, the Special Price will be valid for that time only or, if the Special Price
is part of an advertised special offer, for the period shown in the advertisement.
Orders placed during this period will be accepted at the Special Price even if
We do not accept the Order until after the period has expired.
5.3 Our Prices may change at any time but these changes will not affect Orders that
We have already accepted.
5.4 All Prices exclude VAT. Any quote given will be the price +VAT when necessary or applicable. If the rate of VAT changes between the date of your
Order and the date of your payment, We will adjust the rate of VAT that you
must pay. Changes in VAT will not affect any Prices where We have already
received payment in full from you.

5.4.1 Weekend service is chargeable at a 60% surcharge.
5.4.2 Bank holiday and public holidays service is chargeable at a 100% surcharge.

5.5 Before We begin providing the Services, you will be required to pay in full. .
5.6 We accept the following methods of payment:
5.6.1 Bank transfer;
5.6.2 Card payment;
5.7 Credit and/or debit cards will be charged as soon as your Order is confirmed.

6. Providing the Services
6.1 As required by law, We will provide the Services with reasonable skill and care,
consistent with best practices and standards in the courier industry, and in
accordance with any information provided by Us about the Services and about
Us.
6.2 We will begin providing the Services on the date confirmed in Our Order
Confirmation.
6.3 We will make every reasonable effort to complete the Services on time (and in
accordance with your Order). We cannot, however, be held responsible for any
delays if an event outside of Our control occurs. Please see Clause 9 for events
outside of Our control.
6.4 If We require any additional information or action from you in order to provide
the Services, We will inform you of this as soon as is reasonably possible.
Examples of what we may require include: street level access.
6.5 If the information or action required of you under sub-Clause 6.5 is delayed,
incomplete or otherwise incorrect, We will not be responsible for any delay

 

caused as a result. If additional work is required from Us to correct or
compensate for a mistake made as a result of incomplete or otherwise incorrect
information or action on your part, We may charge you a reasonable additional
sum for that work.
6.6 In certain circumstances, for example where there is a delay in you sending Us
information or taking action required under sub-Clause 6.5, We may suspend
the Services (and will inform you of that suspension via email).
6.7 In certain circumstances, for example where We encounter a technical problem,
We may need to suspend the Services in order to resolve the issue. Unless the
issue is an emergency and requires immediate attention We will inform you in
advance before suspending the Services.
6.8 If the Services are suspended under sub-Clauses 6.7 or 6.8, you will not be
required to pay for them during the period of suspension.

7. Problems with the Services and Your Legal Rights
7.1 We always use reasonable efforts to ensure that Our provision of the Services
is trouble-free. If, however, there is a problem with the Services We request
that you inform Us as soon as is reasonably possible
7.2 We will use reasonable efforts to remedy problems with the Services as quickly
as is reasonably possible and practical. In emergency situations, such as those
where vulnerable people may be affected, We will use reasonable efforts to
remedy problems within 24 hours.
7.3 We will not charge you for remedying problems under this Clause 7 where the

problems have been caused by Us, any of our agents or employees or sub-
contractors or where nobody is at fault. If We determine that a problem has

been caused by incorrect or incomplete information or action provided or taken
by you, sub-Clause 6.6 will apply and We may charge you for remedial work.
7.4 As a consumer, you have certain legal rights with respect to the purchase of
services. For full details of your legal rights and guidance on exercising them,
it is recommended that you contact your local Citizens Advice Bureau or Trading
Standards Office. If We do not perform the Services with reasonable skill and
care, you have the right to request repeat performance or, if that is not possible
or done within a reasonable time without inconvenience to you, you have the
right to a reduction in price. If the Services are not performed in line with
information that We have provided about them, you also have the right to
request repeat performance or, if that is not possible or done within a reasonable
time without inconvenience to you (or if Our breach concerns information about
Us that does not relate to the performance of the Services), you have the right
to a reduction in price. If for any reason We are required to repeat the Services
in accordance with your legal rights, We will not charge you for the same and
We will bear any and all costs of such repeat performance. In cases where a
price reduction applies, this may be any sum up to the full Price and, where you
have already made payment(s) to Us, may result in a full or partial refund. Any
such refunds will be issued without undue delay (and in any event within 14
calendar days starting on the date on which We agree that you are entitled to
the refund) and made via the same payment method originally used by you
unless you request an alternative method. In addition to your legal rights
relating directly to the Services, You also have remedies if We use materials
that are faulty or incorrectly described.

8. Our Liability
8.1 We will be responsible for any foreseeable loss or damage that you may suffer
as a result of Our breach of these Terms and Conditions or as a result of Our
negligence (including that of Our employees, agents or sub-contractors). Loss
or damage is foreseeable if it is an obvious consequence of the breach or
negligence or if it is contemplated by you and Us when the Contract is created.
We will not be responsible for any loss or damage that is not foreseeable.
8.2 We provide Services for domestic and private use (or purposes). We make no
warranty or representation that the Services are fit for commercial, business or
industrial purposes of any kind. By making your Order, you agree that you will
not use the Services for such purposes. We will not be liable to you for any loss
of profit, loss of business, interruption to business or for any loss of business
opportunity. If you would like to use Our Services as a business owner, then
please contact Us immediately where we will offer you Our business rates.
8.3 Nothing in these Terms and Conditions seeks to exclude or limit Our liability for
death or personal injury caused by Our negligence (including that of Our
employees, agents or sub-contractors); or for fraud or fraudulent
misrepresentation.
8.4 Nothing in these Terms and Conditions seeks to exclude or limit Our liability for
failing to perform the Services with reasonable care and skill or in accordance
with information provided by Us about the Services or about Us.
8.5 Nothing in these Terms and Conditions seeks to exclude or limit Your legal
rights as a consumer. For more details of Your legal rights, please refer to Your
local Citizens Advice Bureau or Trading Standards Office.

9. Events Outside of Our Control (Force Majeure)
9.1 We will not be liable for any failure or delay in performing Our obligations where
that failure or delay results from any cause that is beyond Our reasonable
control. Such causes include, but are not limited to: power failure, internet
service provider failure, strikes, lock-outs or other industrial action by third
parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes,
subsidence, acts of terrorism (threatened or actual), acts of war (declared,
undeclared, threatened, actual or preparations for war), epidemic or other
natural disaster, or any other event that is beyond Our reasonable control.
9.2 If any event described under this Clause 9 occurs that is likely to adversely affect
Our performance of any of Our obligations under these Terms and Conditions:
9.2.1 We will inform you as soon as is reasonably possible;
9.2.2 Our obligations under these Terms and Conditions will be suspended
and any time limits that We are bound by will be extended accordingly;
9.2.3 We will inform you when the event outside of Our control is over and
provide details of any new dates, times or availability of Services as
necessary;
9.2.4 If an event outside of Our control occurs and you wish to cancel the
Contract, you may do so in accordance with your right to Cancel under
sub-Clause 10.3.3. Any refunds due to you as a result of that
cancellation will be paid to you as soon as is reasonably possible, and
in any event within 14 Calendar Days of Our acceptance of your
cancellation notice;

9.2.5 If the event outside of Our control continues for more than 3 days, We

will cancel the Contract in accordance with Our right to cancel under sub-
Clause 10.6.3 and inform you of the cancellation. Any refunds due to

you as a result of that cancellation will be paid to you as soon as is
reasonably possible, and in any event within 14 Calendar Days of Our
cancellation notice.

10. Cancellation
10.1 If you wish to cancel your Order for the Services before the Services begin, you
may do so under sub-Clause 4.4.
10.2 Once We have begun providing the Services, you are free to cancel the
Services and the Contract at any time by giving Us 2 hours notice. If you have
made any payment to Us for any Services We have not yet provided, these
sums will be refunded to you as soon as is reasonably possible, and in any
event within 14 Calendar Days of Our acceptance of your cancellation. If We
have provided Services that you have not yet paid for, the sums due will be
deducted from any refund due to you or, if no refund is due, We will invoice you
for those sums and you will be required to make payment in accordance with
Clause 5.
10.3 If any of the following occur, you may cancel the Services and the Contract
immediately by giving Us written notice. If you have made any payment to Us
for any Services We have not yet provided, these sums will be refunded to you
as soon as is reasonably possible, and in any event within 14 Calendar Days of
Our acceptance of your cancellation. If We have provided Services that you
have not yet paid for, the sums due will be deducted from any refund due to you
or, if no refund is due, We will invoice you for those sums and you will be
required to make payment in accordance with Clause 5. If you cancel because
of Our breach under sub-Clause 10.3.1, you will not be required to make any
payments to Us. You will not be required to give 2 hours notice in these
circumstances:
10.3.1 We have breached the Contract in any material way and have failed to
remedy that breach within 24 hours of you asking Us to do so; or
10.3.2 We enter into liquidation or have an administrator or receiver appointed
over Our assets; or
10.3.3 We are unable to provide the Services due to an event outside of Our
control (as under sub-Clause 9.2.4); or
10.3.4 We change these Terms and Conditions to your material disadvantage.
10.4 We may cancel your Order for the Services before the Services begin under
sub-Clause 4.5.
10.5 Once We have begun providing the Services, We may cancel the Services and
the Contract at any time by giving you 24 hours notice. If you have made any
payment to Us for any Services We have not yet provided, these sums will be
refunded to you as soon as is reasonably possible, and in any event within 14
Calendar Days of Our cancellation notice. If We have provided Services that
you have not yet paid for, the sums due will be deducted from any refund due
to you or, if no refund is due, We will invoice you for those sums and you will be
required to make payment in accordance with Clause 5.
10.6 If any of the following occur, We may cancel the Services and the Contract
immediately by giving you written notice. If you have made any payment to Us

for any Services We have not yet provided, these sums will be refunded to you
as soon as is reasonably possible, and in any event within 14 Calendar Days of
Our cancellation notice. If We have provided Services that you have not yet
paid for, the sums due will be deducted from any refund due to you or, if no
refund is due, We will invoice you for those sums and you will be required to
make payment in accordance with Clause 5. We will not be required to give 24
hours notice in these circumstances:
10.6.1 You fail to make a payment on time as required under Clause 5 (this

does not affect our right to charge interest on overdue sums under sub-
Clause 5.10); or

10.6.2 You have breached the Contract in any material way and have failed to
remedy that breach within 24 hours of Us asking you to do so in writing;
or
10.6.3 We are unable to provide the Services due to an event outside of Our
control (for a period longer than that in sub-Clause 9.2.5).

10.7 For the purposes of this Clause 10 (and in particular, sub-Clauses 10.3.1 and
10.6.2) a breach of the Contract will be considered ‘material’ if it is not minimal
or trivial in its consequences to the terminating party (i.e. you under sub-Clause
10.3.1 and Us under sub-Clause 10.6.2). In deciding whether or not a breach
is material no regard will be had to whether it was caused by any accident,
mishap, mistake or misunderstanding.

11. Communication and Contact Details
11.1 If you wish to contact Us, you may do so by telephone at 02035760125 or by
email at info@driftsamedaycouriers.co.uk.
11.2 In certain circumstances you must contact Us in writing (when cancelling an
Order, for example, or exercising your right to cancel the Services). When
contacting Us in writing you may use the following methods:
11.2.1 Contact Us by email at info@driftsamedaycouriers.co.uk.

12. Complaints and Feedback
12.1 We always welcome feedback from Our customers and, whilst We always use
all reasonable endeavours to ensure that your experience as a customer of
Ours is a positive one, We nevertheless want to hear from you if you have any
cause for complaint.
12.2 All complaints are handled in accordance with Our complaints handling policy
and procedure, available from Our website.
12.3 If you wish to complain about any aspect of your dealings with Us, including, but
not limited to, these Terms and Conditions, the Contract, or the Services, please
contact Us in one of the following ways:
12.3.1 By email, addressed to Daniel Ogunmefun,
info@driftsamedaycouriers.co.uk;
12.3.2 By contacting Us by telephone on 02035760125.

13. How We Use Your Personal Information (Data Protection)
We will only use your personal information as set out in Our Privacy Policy available
from Our website.

14. Other Important Terms
14.1 We may transfer (assign) Our obligations and rights under these Terms and
Conditions (and under the Contract, as applicable) to a third party (this may
happen, for example, if We sell Our business). If this occurs you will be informed
by Us in writing. Your rights under these Terms and Conditions will not be
affected and Our obligations under these Terms and Conditions will be
transferred to the third party who will remain bound by them.
14.2 You may not transfer (assign) your obligations and rights under these Terms
and Conditions (and under the Contract, as applicable) without Our express
written permission.
14.3 The Contract is between you and Us. It is not intended to benefit any other
person or third party in any way and no such person or party will be entitled to
enforce any provision of these Terms and Conditions.
14.4 If any of the provisions of these Terms and Conditions are found to be unlawful,
invalid or otherwise unenforceable by any court or other authority, that / those
provision(s) shall be deemed severed from the remainder of these Terms and
Conditions. The remainder of these Terms and Conditions shall be valid and
enforceable.
14.5 No failure or delay by Us in exercising any of Our rights under these Terms and
Conditions means that We have waived that right, and no waiver by Us of a
breach of any provision of these Terms and Conditions means that We will
waive any subsequent breach of the same or any other provision.

15. Governing Law and Jurisdiction
15.1 These Terms and Conditions, the Contract, and the relationship between you
and Us (whether contractual or otherwise) shall be governed by, and construed
in accordance with the law of England & Wales
15.2 As a consumer, you will benefit from any mandatory provisions of the law in
your country of residence. Nothing in Sub-Clause 16.1 above takes away or
reduces your rights as a consumer to rely on those provisions.
15.3 Any dispute, controversy, proceedings or claim between you and Us relating to
these Terms and Conditions, the Contract, or the relationship between you and
Us (whether contractual or otherwise) shall be subject to the jurisdiction of the
courts of England, Wales, Scotland, or Northern Ireland, as determined by your
residency.

 

B2B – TERMS OF SERVICE

Drift Couriers Ltd (the “Service Provider”) provides courier services to business clients.  The Service Provider has reasonable skill, knowledge and experience in that field.  These Terms and Conditions shall apply to the provision of services by the Service Provider to its clients.

1.               Definitions and Interpretation 

1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Agreement” means the agreement entered into by the Service

“Business Day” means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in England

“Client” means the party procuring the Services from the Service Provider who shall be identified in the Agreement;

“Commencement Date” means the date on which provision of the Services will commence, as defined in the Agreement

“Consignment” means goods or property, whether or not contained in separate parcels, packages, containers or envelopes, including any paper and documents to be delivered by the Service Provider

“Data Protection Legislation” means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended;

“Fees” means any and all sums due under the Agreement from the Client to the Service Provider, as specified in the Agreement;

“Services” means the courier services to be provided by the Service Provider to the Client in accordance with Clause 2 of the Agreement, as fully defined in the Agreement, and subject to the terms and conditions of the Agreement; and

Provider and the Client incorporating these Terms and

Conditions (or variation thereof agreed upon by both Parties) which shall govern provision of the Services

1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:

1.2.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time;

1.2.4 a Clause or paragraph is a reference to a Clause of these Terms and Conditions or to a Clause of the Agreement, as appropriate; and

1.2.5 a “Party” or the “Parties” refer to the parties to the Agreement.

1.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

               1.4          Words imparting the singular number shall include the plural and vice versa.

               1.5       References to any gender shall include the other gender.

               1.6       References to persons shall include corporations.

 

2.               Provision of the Services

2.1 With effect from the Commencement Date, the Service Provider shall, throughout the Term of the Agreement, provide the Services to the Client.

2.2 The Service Provider shall provide the Services with reasonable skill and care, commensurate with prevailing standards in the courier sector in the United Kingdom.

2.3 The Service Provider shall act in accordance with all reasonable instructions given to it by the Client provided such instructions are compatible with the specification of Services provided in the Agreement.

2.4 The Service Provider shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.

2.5 The Service Provider is only bound to collect or deliver from or at a usual collection or delivery point. Any act of assistance given by the Service Provider which falls outside that obligation shall be at the sole risk of the Customer who shall indemnify the Service Provider against all claims and demands whatever which would not have been made if such assistance had not been given.

2.6 When collection or delivery takes place, the Service Provider shall not be under any obligation to provide any plant, power or labour which, in addition to the Service Provider’s driver, is required to loading or unloading at such premises. Any act of assistance given by or on behalf of the Service Provider in addition to the Service Provider’s driver shall be at the sole risk of the Customer who shall indemnify in full against and reimburse it in respect of any claim or demand which would not have been made if such assistance had not been given.

2.7 The Service Provider quotes are estimates based on collection of goods from street level and delivery of goods at street level. Waiting time and handling items may incur extra charges to the Client.

2.8 The Service Provider shall, if so required, sign a document prepared by the Client acknowledging receipt of the Consignment but such document shall be evidence of the condition or the correctness of the declared nature, quantity, or weight of the Consignment at the time it is received by the Serve Provider.

2.9 The Service Provider will take all reasonable steps to obtain a proof of delivery at the time of delivery, and that proof of delivery will be conclusive evidence that the Consignment was delivered complete and in good order, unless the Customer marks otherwise at the time of delivery. The Service Provider will not be liable for any loss or misdelivery where delivery has been made in good faith to a person claiming to be the Customer, or an employee, subcontractor or agent of the Customer.

2.10 The Service Provider does not accept and the Client shall not place with the Service Provider for carriage dangerous goods, any goods of a fragile, cast or brittle nature including (but not limited to) china and glass, scientific instruments, computer equipment, drugs, stolen goods, works of art, jewellery, cash, precious metals, furs, any other valuables, or any other articles in respect of which £1000 is not an acceptable maximum indemnity in case of loss or damage during same-day carriage.

 

 

3.               Client’s Obligations

3.1 The Client shall use all reasonable endeavours to provide all pertinent information to the Service Provider that is necessary for the Service Provider’s provision of the Services.

3.2 The Client may, from time to time, issue reasonable instructions to the Service Provider in relation to the Service Provider’s provision of the Services.  Any

such instructions should be compatible with the specification of the Services provided in the Agreement.

3.3 The Client shall be responsible for ensuring that all goods intended for transit are appropriately packaged to withstand transportation, including adequate cushioning, securing of fragile items, and utilization of suitable containers

3.4 In the event that the Service Provider requires the decision, approval, consent or any other communication from the Client in order to continue with the provision of the Services or any part thereof at any time, the Client shall provide it in a reasonable and timely manner.  

3.5 If the nature of the Services requires that the Service Provider has access to the Client’s home or any other location, access to which is lawfully controlled by the Client, the Client shall ensure that the Service Provider has access to it at mutually agreed times.

3.6 Any delay in the provision of the Services resulting from the Client’s failure or delay in complying with any of the provisions of Clause 3 of the Agreement shall not be the responsibility or fault of the Service Provider.

3.7 The Client must still continue to pay the Service Provider’s invoices in full as they become due, even though the Client may have submitted a claim to the Service Provider.

 

4.               Fees, Payment and Records

4.1 The Client shall pay the Fees to the Service Provider in accordance with the provisions of the Agreement.

               4.2       All fees are charged at a predetermined.

4.2.1 Weekend service is chargeable at 60% surcharge.

4.2.2 Bank holiday and public holidays service are chargeable at a 100% surcharge.

4.3 The Service Provider shall invoice the Client for Fees due in accordance with the provisions of the Agreement.

4.4 All payments are required to be paid in full before the Service Provider renders the service unless the client holds a trade account with the Service Provider.

4.4.1 Trade account holders must complete payment within the agreed upon payment terms as shown on invoices.

4.4.2 Late payments are subject to late payment fees.

4.4.2.1 Late payments will be charged at the statutory rate plus interest for up to 30 days.

4.4.2.2 Any unpaid invoices beyond 30 day will be charged at a monthly rate of £50.

4.4.2.3 In the event that a representative should have to make an in person call out to retrieve owed payments there will be an additional fee of £200.

4.5 Any additional charges accrued after initial payment has been made will be charged to the method of payment originally used.

4.6 All payments required to be made pursuant to the Agreement by either Party shall be made in Great British Pound Sterling in cleared funds to such bank as the receiving Party may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as that Party is required to deduct or withhold by law.

4.7 Where any payment pursuant to the Agreement is required to be made on a day that is not a Business Day, it may be made on the next following Business Day.

4.8 Without prejudice to sub-Clause 9.4.1 of the Agreement, any sums which remain unpaid following the expiry of the period set out in sub-Clause 4.3 of the Agreement shall incur interest on a daily basis at 4% above the base rate

of Barclays Bank from time to time until payment is made in full of any such outstanding sums.

               4.9       Each Party shall:

4.9.1 keep, or procure that there are kept, such records and books of account as are necessary to enable the amount of any sums payable pursuant to the Agreement to be accurately calculated;

4.9.2 at the reasonable request of the other Party, allow that Party or its agent to inspect those records and books of account and, to the extent that they relate to the calculation of those sums, to take copies of them; and

4.9.3 within 14 days after the end of each 3 month interval, obtain at its own expense and supply to the other Party an auditors’ certificate as to the accuracy of the sums paid by that Party pursuant to the Agreement during that 3 month interval.

 

5.               Refunds & Cancellations

5.1  If the Service Provider cancels a delivery before starting the services, the Client will be given a full refund, minus a 2.8% processing fee.

5.2 The Client will be charged a £35 fee, if the Client decides to cancel a delivery upon arrival.

5.3 The Service Provider may charge up to a £25 cancellation fee, if you choose to cancel whilst one Our drivers is on the way to carry out the services.

 

 

6.               Liability, Indemnity and Insurance

6.1 The Service Provider shall ensure that it has in place at all times suitable and valid insurance that shall include public liability insurance.

6.2 In the event that the Service Provider fails to perform the Services with reasonable care and skill it shall carry out any and all necessary remedial action at no additional cost to the Client.

6.3 The Service Provider’s total liability for any loss or damage caused as a result of its negligence or breach of the Agreement shall be limited to the sum defined therein.

6.4 The Service Provider shall not be liable for any loss or damage suffered by the Client that results from the Client’s failure to follow any instructions given by the Service Provider.

6.5 The Client shall be responsible for ensuring that all goods intended for transport are securely packaged to withstand the rigors of transportation. This includes, but is not limited to, proper cushioning, securing fragile items, and using suitable containers. The Service Provider shall not accept liability for any damages incurred during transit due to inadequate or improper packaging by the Client. It is the Client’s sole responsibility to ensure that all goods are appropriately packaged before handing them over to the Service Provider for transportation.

               6.6       The Client shall indemnify the Service Provider against:

               6.7         (i) All consequence suffered by the Service Provider (including but not limited

to claims, damage, proceedings, fines, penalties and loss of or damage to the carrying vehicle and to other goods carried) arising as a result of any error, omission, mis-statement or mis-representation by or negligence of the Client  or the owner of the goods or by any employee or agent of the either of them, insufficient or improper packaging, labelling or addressing of the goods or fraud.

  • All claims and demands whatsoever by whoever made in excess of the liability of the Service Provider under these Conditions.

  • All claims made upon the Company by HM Customs & Excise in respect of the dutiable goods consigned in bond whether or not transit has ended or been suspended.

  • All losses suffered by any claims made against the Service Provider in consequence of the death, personal injury, loss or damage to property caused by arising out of the carriage by the Service Provider of dangerous goods or such other goods not accepted for carriage as referred to in Clause 2.8 unless the Service Provider was advised in writing of the nature of such goods prior to transit and accepted the Consignment notwithstanding Clause 2.8.

    • Nothing in these Terms and Conditions nor in the Agreement shall limit or exclude the Service Provider’s liability for death or personal injury.

    • Subject to sub-Clause 5.3 of the Agreement the Service Provider shall indemnify the Client against any costs, liability, damages, loss, claims or proceedings arising out of the Service Provider’s breach of the Agreement.

    • The Client shall indemnify the Service Provider against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by the Service Provider) caused by the Client or its agents or employees.

    • Neither Party shall be liable to the other or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.

    • The Service Provider shall under no circumstances be liable in respect of a consignment where there has been fraud on the part of the Client, Customer or the owner of the Consignment or the employees or agents of either in respect of the Consignment.

 

7.               Guarantee

7.1 The Service Provider shall guarantee that the product of all Services provided will be free from any and all defects for a period that shall be defined in the Agreement.

7.2 If any defects in the product of the Services appear during the guarantee period set out in the Agreement the Service Provider shall rectify any and all such defects at no cost to the Client.

 

8.               Confidentiality

8.1 Each Party undertakes that, except as provided by sub-Clause 7.2 of the Agreement or as authorised in writing by the other Party, it shall, at all times during the continuance of the Agreement and for 2 years after its termination:

8.1.1 keep confidential all Confidential Information;

8.1.2 not disclose any Confidential Information to any other party;

8.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;

8.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and

8.1.5 ensure that none of its directors, officers, employees, agents, subcontractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 7.1.1 to 7.1.4 of the Agreement.

               8.2       Either Party may:

8.2.1 disclose any Confidential Information to:

8.2.1.1 any sub-contractor or supplier of that Party;

8.2.1.2 any governmental or other authority or regulatory body; or

8.2.1.3 any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;

to such extent only as is necessary for the purposes contemplated by the Agreement (including, but not limited to, the provision of the Services), or as required by law.  In each case that Party shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 7.2.1.2 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of Clause 7 of the Agreement, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

8.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information that is not public knowledge.

8.3 The provisions of Clause 7 of the Agreement shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.

 

9.               Force Majeure

9.1 No Party to the Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

9.2 In the event that a Party to the Agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period to be defined in the Agreement, the other Party may at its discretion terminate the Agreement by written notice at the end of that period.  In the event of such termination,

the Parties shall agree upon a fair and reasonable payment for all Services provided up to the date of termination.  Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of the Agreement.

 

10.               Term and Termination

10.1 The Agreement shall come into force on the agreed Commencement Date and shall continue for a defined Term from that date, subject to the provisions of Clause 9 of the Agreement.

10.2 Either Party shall have the right, subject to the agreement and consent of the other Party and exercisable by giving not less than 14 days written notice to the other at any time prior to the expiry of the Term specified in sub-Clause 9.1 of the Agreement (or any further period for which the Agreement is extended)

10.3 If the minimum term specified in the agreement elapses without termination by either party, the agreement shall automatically renew for successive periods equal to the initial term, unless the Client provides written notice of termination to the Service Provider at least 30 days prior to the expiration of the thencurrent term. Such notice of termination must be delivered in accordance with the provisions outlined in this agreement

10.4 Either Party may terminate the Agreement by giving to the other not less than <<insert notice period>> (30 days) written notice, to expire on or at any time after the minimum term of the Agreement (which shall be defined in the Agreement).

10.5 Either Party may immediately terminate the Agreement by giving written notice to the other Party if:

10.5.1 any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within 10 Business Days of the due date for payment;

10.5.2 the other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 10 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;

10.5.3 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;

10.5.4 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);

10.5.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Agreement);

10.5.6 anything analogous to any of the foregoing under the law of any

jurisdiction occurs in relation to the other Party;

10.5.7 the other Party ceases, or threatens to cease, to carry on business; or

10.5.8 control of the other Party is acquired by any person or connected persons not having control of that other Party on the date of the Agreement.  For the purposes of Clause 9, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.

10.6 For the purposes of sub-Clause 9.4.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.

10.7 The rights to terminate the Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

 

11.            Effects of Termination

Upon the termination of the Agreement for any reason:

11.1 any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable;

11.2 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect;

11.3 termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Agreement which existed at or before the date of termination;

11.4 subject as provided in Clause 10 of the Agreement and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and

11.5 each Party shall (except to the extent referred to in Clause 7 of the Agreement) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.

 

12.            Data Protection

The Service Provider will only use the Client’s personal information as set out in the Service Provider’s Privacy Policy,.

 

13.            Data Processing

12.1 In this Clause 12 and in the Agreement, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in Article 4 of the UK GDPR.

13.2 Both Parties shall comply with all applicable data protection requirements set out in the Data Protection Legislation. Neither this Clause 12 nor the Agreement shall relieve either Party of any obligations set out in the Data Protection Legislation and shall not remove or replace any of those obligations.

               13.3     For the purposes of the Data Protection Legislation and for this Clause 12 and

the Agreement, the Service Provider is the “Data Processor” and the Client is the “Data Controller”.

13.4 The type(s) of personal data, the scope, nature and purpose of the processing, and the duration of the processing shall be set out in a Schedule to the Agreement.

13.5 The Data Controller shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Data Processor for the purposes described in these Terms and Conditions.

13.6 The Data Processor shall, with respect to any personal data processed by it in relation to its performance of any of its obligations under these Terms and Conditions:

13.6.1 Process the personal data only on the written instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by law. The Data Processor shall promptly notify the Data Controller of such processing unless prohibited from doing so by law.

13.6.2 Ensure that it has in place suitable technical and organisational measures (as approved by the Data Controller) to protect the personal data from unauthorised or unlawful processing, accidental loss, damage or destruction. Such measures shall be proportionate to the potential harm resulting from such events, taking into account the current state of the art in technology and the cost of implementing those measures. Measures to be taken shall be agreed between the Data Controller and the Data Processor and set out in the Schedule to the Agreement.

13.6.3 Ensure that any and all staff with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential; and

13.6.4 Not transfer any personal data outside of the UK without the prior written consent of the Data Controller and only if the following conditions are satisfied:

13.6.4.1 The Data Controller and/or the Data Processor has/have provided suitable safeguards for the transfer of personal data;

13.6.4.2 Affected data subjects have enforceable rights and effective legal remedies;

13.6.4.3 The Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data so transferred; and

13.6.4.4          The Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data.

13.6.5 Assist the Data Controller at the Data Controller’s cost, in responding to any and all requests from data subjects and in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner’s Office);

13.6.6 Notify the Data Controller without undue delay of a personal data breach;

13.6.7 On the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination of the Agreement unless it is required to retain any of the personal data by law; and

13.6.8 Maintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance with the Agreement and to allow for audits by the Data Controller and/or any party designated by the Data Controller.

13.7 The Data Processor shall not sub-contract any of its obligations to a subcontractor with respect to the processing of personal data under this Clause 12 without the prior written consent of the Data Controller (such consent not to be unreasonably withheld). In the event that the Data Processor appoints a sub-contractor, the Data Processor shall:

13.7.1 Enter into a written agreement with the sub-contractor, which shall impose upon the sub-contractor the same obligations as are imposed upon the Data Processor by this Clause 12 and which shall permit both the Data Processor and the Data Controller to enforce those obligations; and

13.7.2 Ensure that the sub-contractor complies fully with its obligations under that agreement and the Data Protection Legislation.

13.8 Either Party may, at any time, and on at least 30 calendar days’ notice, alter the data protection provisions of the Agreement, replacing them with any applicable data processing clauses or similar terms that form part of an applicable certification scheme. Such terms shall apply when replaced by attachment to the Agreement.

 

14.            No Waiver

No failure or delay by either Party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

 

15.            Further Assurance

Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Agreement into full force and effect.

 

16.            Costs

Subject to any provisions to the contrary each Party shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of the Agreement.

 

17.            Set-Off

Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under the Agreement or any other agreement at any time.

 

18.            Assignment and Sub-Contracting

18.1 Subject to sub-Clause 17.2 The Agreement shall be personal to the Parties.  Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of the other Party, such consent not to be unreasonably withheld.

18.2 Subject to the provisions of Clause 12,  The Service Provider shall be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors.  Any act or omission of such other member or sub-contractor shall, for the purposes of the Agreement, be deemed to be an act or omission of the Service Provider.

 

19.            Time

19.1     All times and dates referred to in the Agreement shall be of the essence of the Agreement.

 

20.            Relationship of the Parties

Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Agreement.

 

21.            Non-Solicitation

21.1 Neither Party shall, for the Term of the Agreement and for a defined period (which shall be defined in the Agreement) after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by the other Party at any time in relation to the Agreement without the express written consent of that Party.

21.2 Neither Party shall, for the Term of the Agreement and for a defined period (which shall be defined in the Agreement) after its termination or expiry, solicit or entice away from the other Party any customer or client where any such solicitation or enticement would cause damage to the business of that Party without the express written consent of that Party.

 

22.            Third Party Rights

22.1 No part of the Agreement shall confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.

22.2 Subject to Clause 21 of the Agreement, the Agreement shall continue and be binding on the transferee, successors and assigns of either Party as required.

 

23.            Notices

               23.1    All notices under the Agreement shall be in writing and be deemed duly given

if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

               23.2     Notices shall be deemed to have been duly given:

23.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

23.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or

23.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

23.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.

In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

 

24.            Entire Agreement

24.1 The Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

24.2 Each Party shall acknowledge that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

 

25.            Counterparts

The Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.

 

26.            Severance

In the event that one or more of the provisions of the Agreement and/or of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement and/or these Terms and Conditions.  The remainder of the Agreement and/or these Terms and Conditions shall be valid and enforceable.

 

27.            Dispute Resolution

27.1 The Parties shall attempt to resolve any dispute arising out of or relating to the Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.

27.2 If negotiations under sub-Clause 26.1 of the Agreement do not resolve the matter within 2 months of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure.

27.3 If the ADR procedure under sub-Clause 26.2 of the Agreement does not resolve the matter within one month of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.

27.4 The seat of the arbitration under sub-Clause 26.3 of the Agreement shall be England and Wales.  The arbitration shall be governed by the Arbitration Act 1996 and Rules for Arbitration as agreed between the Parties.  In the event that the Parties are unable to agree on the arbitrator(s) or the Rules for Arbitration, either Party may, upon giving written notice to the other Party, apply to the President or Deputy President for the time being of the Chartered Institute of Arbitrators for the appointment of an arbitrator or arbitrators and for any decision on rules that may be required.

27.5 Nothing in Clause 26 of the Agreement shall prohibit either Party or its affiliates from applying to a court for interim injunctive relief.

27.6 The decision and outcome of the final method of dispute resolution under Clause 26 of the Agreement shall be final and binding on both Parties.

 

28.            Law and Jurisdiction

               28.1         The Agreement and these Terms and Conditions (including any non-

contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

28.2 Subject to the provisions of Clause 26 of the Agreement, any dispute, controversy, proceedings or claim between the Parties relating to the Agreement or these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.