Last Updated: 21st August 2018
These Terms of Service, together with any additional terms and conditions you may agree with Brisqq in writing, set out the terms and conditions upon which you may use the Brisqq Service (as defined below) and any application or functionality Brisqq makes available through the Brisqq Service. By using the Brisqq Service, you agree to and accept these Terms of Service (as amended from time to time). Every time you use the Brisqq Service, please check this page to understand the Terms of Service that apply at that time.
The Brisqq Service is provided by Brisqq Ltd. ("Brisqq"), a company incorporated and registered in England and Wales under company number 09226265, whose registered office is at 26 Underwood Street, 2nd Floor, London, England, N1 7JQ. Brisqq's VAT number is GB202675822.
2.1. In these Terms of Service, save where the context requires otherwise, the following words and expressions have the following meaning:
"Account" means the Client's account on the Brisqq Service;
"Agreement" means the agreement between the Client and Brisqq comprising these Terms of Service and, if applicable, any additional terms and conditions agreed to by the parties in writing in relation to the Client's use of and access to the Brisqq Service;
"Analytics Package" has the meaning given in clause 5.4;
"Authorised User" means any person authorised by the Client to access the Brisqq Service, including the Client's employees;
"Booking" means an agreement made between the Client and a Courier for the Courier to make a Delivery for the Client;
"Brisqq Software" means Brisqq's application programming interface that integrates the Brisqq Service with the Client Platform, and Brisqq's plug-in that adds functionalities to the Client Platform that allow Authorised Users to access the Brisqq Service through the Client Platform;
"Brisqq Service" means the online delivery booking service that Brisqq makes available as a service through the Website, through any app Brisqq makes available, and (where agreed to by the parties in writing) through the Client Platform;
"Brisqq Zone" means the area within which Deliveries will be made as part of the Delivery Service, being the area within a maximum radius of thirteen kilometres (13km) from the relevant Pickup Location;
"Claims Policy" has the meaning given to it in clause 13.3;
"Client" a customer of Brisqq that has created an Account to use the Brisqq Service;
"Client Data" means the content and data that the Client or any Authorised User makes available to Brisqq in connection with their use of the Brisqq Service, and which is hosted by Brisqq in connection with the provision of the Brisqq Service;
"Client Platform" means the Client's websites and mobile applications through which it offers Client Products for sale;
"Client Products" means the products offered for sale by the Client to End Users;
"Client Site" means any bricks and mortar store (including concessions) at which the Client and Authorised Users may use the Brisqq Service, as agreed to by the parties in writing;
"Commencement Date" means, where the parties agree that the Client will have access to the Brisqq Service for a fixed period, as agreed by the parties in writing or (where applicable) the date from which the Client will have access to the Brisqq Service after the expiry of the Trial Period;
"Confidential Information" means information which is identified as confidential or proprietary by either party, or by the nature of which is clearly confidential or proprietary;
"Courier" means any freelance courier that has subscribed to the Brisqq Service for the purposes of entering into agreements with Clients to perform the Delivery Services;
"Data Processing Addendum" means the data processing addendum accessible at www.brisqq.com/dpa;
"Delivery" means the transfer of physical possession of Client Products from a Pickup Location to a Delivery Location; and "Deliver" shall be construed accordingly;
"Delivery Fee" means the fee charged by a Courier for performing the Delivery Services;
"Delivery Location" means the location specified in a Booking to where the relevant Client Products are to be Delivered;
"Delivery Service" means the Delivery services provided by Couriers in fulfilment of Bookings;
"End User" means any customer of the Client;
"Extended Term" means, where the parties agree that the Client will have access to the Brisqq Service for a fixed period, the period for which the Agreement will automatically continue after expiry of the Initial Term or the then-current Extended Term, as agreed by the parties in writing;
"Enterprise" means the pricing model in respect of the Service Fee which is calculated by reference to the fee per tier and subject to a minimum Service Fee per month, each as agreed by the parties in writing;
"Freedom" means the pay as you go pricing model in respect of the Service Fee, which is calculated by reference to the fee per tier as agreed by the parties in writing;
"Fees" means the amounts agreed by the parties in writing in respect of the Service Fee, the Integration Fee (if applicable) and/or such other amount that is payable pursuant to the Agreement or that the parties may agree in writing from time to time, for the provision of the Brisqq Service, and (if applicable) the Integration Services;
"Initial Term" means, where the parties agree that the Client will have access to the Brisqq Service for a fixed period, the initial term of the Agreement, as agreed by the parties in writing, commencing on the Commencement Date;
"Integration Fee" means the fee, as agreed by the parties in writing, relating to the provision of any Integration Services;
"Integration Services" means the integration services described in clause 5.3, relating to the integration of the Brisqq Service with the Client Platform;
"Pickup Location" means the location specified in a Booking from where the relevant Client Products are to be picked up by a Courier for Delivery;
"Pricing Model" means the Brisqq pricing model applicable to the Client as agreed by the parties in writing;
"Pro" means the pricing model in respect of the Service Fee which is based on the purchase of pre-paid blocks of credit in the amount agreed by the parties in writing;
"Service Fee" means the fee agreed by the parties in writing relating to the provision of the Brisqq Service;
"Term" means the period of time made up of the Trial Period (if any), the Initial Term and any Extended Term;
"Terms of Service" means these terms and conditions of service, as amended from time to time, including the Data Processing Addendum;
"Third Party Sites" has the meaning given in clause 7.3;
"Trial" has the meaning given in clause 3.1;
"Trial Period" means the period during which the Client will have access to and use of the Brisqq Service on a Trial basis, as agreed between the parties in writing (if applicable);
"Trial Period Commencement Date" means the date from which the Client will have access to the Services on a Trial basis (if applicable), as agreed between the parties in writing;
"VAT" means value added tax;
"Virus" means any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware, or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including works, Trojan horses, viruses and other similar things or devices; and
"Website" means the website at www.brisqq.com, partners.brisqq.com, and any other domains through which the Brisqq Service is accessible.
2.2. In the Agreement, unless the context otherwise requires:
(a) clause and paragraph headings are inserted for ease of reference only and shall not affect the interpretation of the Agreement;
(b) a reference to a "person" includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives;
(c) any words following the terms "including", "include(s)", "in particular" or "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; and
(d) a reference to a statute, statutory provision, or any subordinate legislation made under a statute, is a reference to those provisions as respectively amended, consolidated, extended or re-enacted from time to time.
3.1 Brisqq offers a trial of the Services during the Trial Period (the "Trial"). If a Trial Period has been agreed by the parties in writing, the Agreement will commence on the Trial Period Commencement Date and continue for the Trial Period.
3.2 On expiry of the Trial Period, the Agreement will automatically terminate unless otherwise agreed by the Client and Brisqq in writing, in which case the Agreement will continue for the Term.
4.1 Where Brisqq and the Client agree in writing that the Client will have access to the Brisqq Service for a fixed period:
(a) the Agreement will commence on the Commencement Date and continue for the Term; and
(b) the Initial Term shall automatically extend for an Extended Term at the end of the Initial Term and at the end of each Extended Term thereafter, unless either party gives written notice to the other party to terminate the Agreement at the end of the Initial Term or the then-current Extended Term (as applicable), such notice to be given no later than thirty (30) days before the end of the Initial Term or the then-current Extended Term (as applicable).
5.1 Brisqq grants the Client a non-exclusive, non-transferable, personal and non-sub-licensable right, during the Term, to:
(a) access and use, and permit Authorised Users to access and use the Brisqq Service; and
(b) (where applicable) permit Authorised Users to use the Brisqq Software to access the Brisqq Service through the Client Platform, for the sole purpose of making Bookings for Deliveries within the Brisqq Zone, in accordance with the Agreement.
5.2 Where agreed by the parties in writing, Brisqq will provide the Integration Services to the Client.
5.3 If the parties agree in writing that Brisqq is to provide Integration Services to the Client:
(a) Brisqq shall provide the Client with any assistance as reasonably requested by the Client (or as otherwise agreed between the parties) to integrate the Brisqq Software with the Client Platform in order that Authorised Users can make Bookings through the Client Platform; and
(b) each party shall provide reasonable assistance and cooperation to the other party to achieve the successful integration of the Brisqq Software with the Client Platform as referred to in clause 5.3(a).
5.4 Where requested by the Client in writing, and subject to the payment of a fee agreed between the parties in writing in advance, Brisqq may provide a data analytics package to the Client comprising an analysis of Client Data with regards to Bookings made and Deliveries performed duringtime period requested by the Client (including the post code of relevant End User, the date and time of the Booking, whether the Booking was made at a Client Site (and if so, which Client Site) or through the Client Platform) (an "Analytics Package").
5.5 The Client shall procure that each Authorised User will keep secure and confidential any username and password provided to, or created by, the Authorised User for their use of the Brisqq Service, and that they will not disclose such username and password to any third party including persons within the Client's organisation, company or business (including to any other Authorised User).
5.6 The Client must treat any username and password used to access the Brisqq Service or the Client's Account as Confidential Information, and must not disclose such information to any third party other than to Authorised Users.
5.7 Brisqq may disable the Client's Account or any username or password at any time at Brisqq's sole discretion if the Client fails to comply, or fails to ensure all Authorised Users comply, with any provision of the Agreement.
5.8 The Client is responsible for maintaining the confidentiality of login details for its Account and for any activities that occur under its Account, including the activities of Authorised Users.
5.9 Brisqq encourages the Client to use "strong" passwords (using a combination of upper and lower case letters, numbers and symbols) with its Account, and to encourage Authorised Users to use strong passwords created for their use of the Brisqq Service.
5.10 If the Client has any concerns about the login details for its Account, or thinks any of them may have been misused, the Client shall notify Brisqq at email@example.com.
5.11 The Client must immediately notify Brisqq if it becomes aware that the login details of any Authorised User are lost, stolen, or are otherwise compromised.
5.12 The Client is responsible for making all arrangements necessary for Authorised Users to gain access to the Brisqq Service.
5.13 The Client is responsible for ensuring that all Authorised Users are aware of the terms of the Agreement and act in compliance with them.
5.14 The Client must prevent any unauthorised access to, or use of, the Brisqq Service, and must promptly notify Brisqq in the event of any such unauthorised access or use.
5.15 Brisqq has the right to disable any Account or access to the Brisqq Service by any Authorised User, if in its sole opinion the Client or any Authorised User has failed to comply with any of the provisions of the Agreement.
6.1 Authorised Users may place requests for Deliveries within the Brisqq Zone using the Brisqq Service and, upon acceptance by the Courier, the Client and the Courier shall enter into an agreement for the provision of the Delivery Services on the terms of, and subject to any conditions in, the Booking.
6.2 Upon receipt of a Delivery request from an Authorised User, Brisqq will allocate the Delivery request to a suitable Courier (taking into consideration the Pickup Location, Delivery Location and relevant Client Products).
6.3 Subject to acceptance of the Delivery request by the Courier, Brisqq shall:
(a) confirm to the Client acceptance of the Delivery request by the Courier;
(b) provide the Client with the details of the Courier and details of the Booking.
6.4 The Client shall ensure that the Client Products to be Delivered are ready for collection at the Pickup Location for collection by the Courier at the time specified in the Booking.
6.5 The Authorised User who made the Delivery request will be able to track the Delivery by the Courier through the Brisqq Service.
6.6 Upon completion of a Delivery, Brisqq shall pay to the Courier the applicable Delivery Fee (or such other fee as agreed between Brisqq and the Courier) on behalf of the Client.
7.1 The Client:
(a) must comply with all applicable laws and regulations with respect to its use of the Brisqq Service, the Brisqq Software (where applicable), the Delivery Service and its access to Couriers, and its activities under the Agreement;
(b) must use the Brisqq Service and the Brisqq Software (where applicable) in accordance with the terms of the Agreement and shall be responsible for any acts and omissions in connection with the use of the Brisqq Service and, where applicable, the Brisqq Software by Authorised Users;
(c) in relation to Authorised Users who are employees or contractors of the Client, must ensure that the Client ends any such Authorised User's right to access and use the Brisqq Service and the Brisqq Software (where applicable) if the Authorised User ceases its relationship with the Client;
(d) must notify Brisqq in writing if there are any changes to any of the Client Site at which the Client wishes to use the Brisqq Service and to the Client Platform, and (if applicable) of any technical or business process changes that may affect the interaction of the Client Platform with the Brisqq Software;
(e) must obtain and shall maintain all necessary licences, consents, and permissions, and provide all notices, that are necessary for Brisqq to perform its obligations to the Client, and for the Client to use the Brisqq Service and (if applicable) the Brisqq Software, under the terms of the Agreement;
(f) must ensure that its network and systems, including its internet browser, complies with any relevant specifications provided by Brisqq in writing (including by e-mail) from time to time;
(g) is solely responsible for procuring and maintaining its network connections and telecommunications links from its systems in order to access and use the Brisqq Service and (if applicable) the Brisqq Software;
(h) must not (i) access, store, distribute, or transmit any Virus through the Brisqq Service or use the Brisqq Software (if applicable) to do any of the foregoing, (ii) use the Brisqq Service or the Brisqq Software (if applicable) to access, store, distribute, or transmit any material that is unlawful, harmful, threatening, defamatory, inflammatory, violent, obscene, infringing, harassing, or racially or ethnically offensive; (iii) use the Brisqq Service or the Brisqq Software (if applicable) in a manner that is illegal or causes damage or injury to any person or property; (iv) use any automated system, including without limitation "robots", "spiders", or "offline readers", to access the Brisqq Service in a manner that sends more request messages to the Brisqq Service than a human can reasonably produce in the same period of time by using a conventional online web browser; (v) attempt to interfere with or compromise the integrity or security of the Brisqq Service or Brisqq Software (if applicable). Brisqq reserves the right, without liability or prejudice to its other rights under the Agreement, to suspend the Client's use of the Brisqq Software (if applicable) and disable the Client's Account or access to the Brisqq Service by any Authorised User for any breach of any provision of this clause 7.1(h);
(i) must maintain in force, with a reputable insurance company, adequate insurance cover to cover any liabilities that may arise out of or in connection with the Agreement;
(j) must acknowledge and agree with End Users that (i) neither Brisqq nor a Courier will be liable for any claim brought by an End User arising from any act or omission by Brisqq and/or a Courier and any queries and that any complaints of an End User must be made to the Client and not to Brisqq, and (ii) that Brisqq, and Brisqq's subsidiaries, are third party beneficiaries of any agreement between the Client and End User, and that, upon the End User's acceptance of the terms and conditions or other agreement between the Client and the End User (including the Client Platform terms and conditions), Brisqq will have the right (and will be deemed to have accepted the right) to enforce the agreement (including the Client Platform terms and conditions) against the End User as a third party beneficiary thereof.
7.2 Brisqq may monitor the Client's and Authorised Users' use of the Services, including all Delivery requests, Bookings and Deliveries, to ensure the quality of, and improve, the Services, and verify the Client's compliance with the Agreement.
7.3 The Brisqq Service may contain links to, or call the servers of, third party websites or services that are not under Brisqq's control, solely at the direction of and/or as a convenience to the Client ("Third Party Sites"). As such, Brisqq is not responsible for, and makes no express or implied warranties with regard to, the information, content or other material, products, or services that are contained on or are accessible through, or the policies regarding use and privacy in respect of, Third Party Sites. Access to and use of Third Party Sites, including information, content, material, products, and services on such websites or available through such websites, is solely at the Client's risk.
8.1 Brisqq is the owner or licensee of all intellectual property rights in the Brisqq Service and the Brisqq Software. These works are protected by copyright and other laws and treaties around the world. All such rights are reserved. Except as expressly set out in the Agreement, Brisqq does not grant to the Client any rights to or licenses in respect of the Brisqq Service or the Brisqq Software.
8.2 The Client will not, when using the Brisqq Service and (if applicable) the Brisqq Software:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Brisqq Service or the Brisqq Software in any form or media or by any means;
(b) attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Brisqq Service or the Brisqq Software;
(c) access all or any part of the Brisqq Service or the Brisqq Software in order to build a product or service which competes with the Brisqq Service or use or attempt to use the Brisqq Service or the Brisqq Software to directly compete with Brisqq; or
(d) erase or remove any proprietary or intellectual property notice contained in the Brisqq Service or the Brisqq Software.
8.3 Brisqq may use the Client's name, logo, and related trade marks in any of Brisqq's publicity or marketing materials (whether in printed or electronic form) for the purpose of highlighting that the Client uses the Services and alongside any testimonials that the Client has agreed to give. The Client grants Brisqq such rights as are necessary to use it name, logo, related trade marks and testimonials for the purpose of this clause 8.3.
8.4 The Client agrees to provide regular feedback to Brisqq in relation to its use of the Services. By submitting feedback, the Client acknowledges that Brisqq may use and allow others to use this feedback in the Services or otherwise without any restriction and without payment of any kind to the Client.
9.1 The Client grants Brisqq a licence to access, download and use the Client Data for the purposes of: providing the Brisqq Service (including sharing the Client Data with Couriers for the performance of the Delivery Services by Couriers) and (where applicable) the Integration Service; analysing the Client Data in accordance with the Brisqq Service and Brisqq Software functionalities; developing, testing, improving and altering the functionality of the Brisqq Service and the Brisqq Software; and producing anonymised or anonymised and aggregated statistical reports and research.
9.2 Other than as set out in the Agreement or as otherwise agreed between the parties in writing, Brisqq claims no rights in the Client Data.
9.3 The Client represents and warrants to Brisqq that none of the Client Data violates the Agreement and that the Client has the necessary right, title, interest and consent to allow Brisqq to use the Client Data in accordance with the Agreement.
9.4 The Client shall maintain a backup of Client Data and Brisqq shall not be responsible or liable for the deletion, correction, alteration, destruction, damage, loss, disclosure or failure to store any Client Data.
9.5 If any of the Client Data contains personal data (as defined in the Data Processing Addendum), the parties will process such personal data in accordance with the Data Processing Addendum.
10.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party's Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction, or by any regulatory or administrative body.
10.2 Each party shall hold the other party's Confidential Information in confidence and, unless required by law, shall not make the other party's Confidential Information available for use for any purpose other than as needed to perform the terms of the Agreement.
10.3 Each party shall take all reasonable steps to ensure that the other party's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.
10.4 Each party shall take a backup of its own Confidential Information and shall not be responsible to the other party for any loss, destruction, alteration, or disclosure of Confidential Information.
11.1 The Client will pay the Service Fee calculated in accordance with the Pricing Model as agreed between the parties in writing.
11.2 Where the Service Fee is charged on the Enterprise Pricing Model, the Client shall be liable for the minimum monthly Service Fee as agreed between the parties in writing, irrespective of whether the minimum number of Deliveries has actually been made in any given month and irrespective of any credit applicable to the Account.
11.3 Where the Service Fee is charged on the Pro Pricing Model, in the event that the Client exceeds the pre-paid block of credit in any given month, the Client shall pay Brisqq a Service Fee on a pay as you go basis in respect of any Deliveries made in excess of the pre-paid block of credit, and the Client shall be required to purchase additional pre-paid blocks of credit in order to continue to use the Brisqq Service.
11.4 Where applicable, the Client will pay the Integration Fee as agreed between the parties in writing.
11.5 A charge per minute will be implemented if Courier waiting time at either the Pickup Location or Delivery Location is more than 10 minutes. For the avoidance of doubt: a rate per minute will be applied to the total waiting time for waiting periods greater than 10 minutes.
11.6 Unless an alternative payment method is agreed by the parties in writing, the Client will provide to Brisqq in writing valid, up-to-date, and complete credit or debit card details and the Client hereby authorises Brisqq to bill such credit or debit card the Fees as agreed by the parties in writing.
11.7 If Brisqq has not received payment in full within fourteen (14) days of the due date (or such other period as agreed by the parties in writing), and without prejudice to any other rights and remedies available to Brisqq:
(a) Brisqq may, without liability to the Client, suspend or temporarily disable all or part of the Client's access to the Brisqq Service and the Brisqq Software and Brisqq shall be under no obligation to provide any access to the Brisqq Service or the Brisqq Software, or to provide any Integration Services, while the relevant sum remains unpaid;
(b) interest shall accrue each day on such due amounts at an annual rate equal to 1.5% over the then current base lending rate of Barclays Bank PLC at the due date for payment of the relevant Fees, commencing on the due date for payment and continuing until the Fees have been paid in full, whether before or after judgment; and
(c) the Client shall reimburse Brisqq for all reasonable costs and expenses (including reasonable lawyers' fees) incurred by Brisqq in collecting any overdue amounts.
11.8 All amounts and Fees stated or referred to in the Agreement:
(a) are payable in GBP pound sterling or such other currency as stipulated by Brisqq; and
(b) are exclusive of VAT unless otherwise expressly stated, which shall be paid at the same time as payment of the Fees.
11.9 Unless otherwise agreed between the parties in writing, the Client acknowledges that the Fees are subject to change at any time in respect of Deliveries/returns scheduled after the date of such change. If the Client is unhappy with the change to the Fees, the Client may (i) where the Client has agreed with Brisqq in writing to use the Brisqq Service for a fixed term, give notice to terminate the Agreement at the end of the Initial Term or the then-current Extended Term (as applicable) by providing at least 20 days' written notice to Brisqq, such notice to expire no later than the end of the Initial Term or the then-current Extended Term (as applicable), or (ii) where the Client has not agreed with Brisqq in writing to use the Brisqq Service for a fixed term, stop using the Brisqq Service. The Fees will not increase during the notice period.
12.1 The Brisqq Service and the Brisqq Software may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Brisqq is not responsible for any failure to schedule a requested Delivery or return, or for any delay or failure to complete a scheduled Delivery or return, or any other loss or damage arising from or in connection with any such problems.
12.2 Brisqq does not guarantee that the Brisqq Service or the Brisqq Software will always be available or uninterrupted. Brisqq may suspend, withdraw, discontinue or change all or any part of the Brisqq Service or the Brisqq Software without notice. Brisqq will not be liable to the Client if for any reason the Brisqq Service or the Brisqq Software is unavailable at any time or for any period.
12.3 The Client acknowledges that Brisqq requires access to Client Data and any other data sources, whether controlled by the Client or a third party, that the Client may elect to use with the Brisqq Service. The Client agrees that Brisqq is not responsible for the non-availability of any such data source.
12.4 Except as expressly provided for in the Agreement:
(a) all representations, warranties, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement; and
(b) Brisqq will not be responsible for any interruptions, delays, failures, or non-availability affecting the Brisqq Service or the performance of the Brisqq Service which are caused by third party services (including Third Party Sites), errors or bugs in third party software, hardware, or the Internet on which Brisqq relies to provide the Brisqq Service, or any changes to the Brisqq Service made by or on behalf of the Client, and the Client acknowledges that Brisqq does not control such third party services and that such errors and bugs are inherent in the use of such software, hardware and the Internet.
13.1 Title to and risk in the Client Products shall not pass to Brisqq at any time.
13.2 All Bookings are made directly between the Client and the Courier and, subject to clause 13.5, Brisqq shall not be liable to the Client, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise for any loss arising under or in connection with a Courier's performance of (or failure to perform) the Delivery Services, including any damage to or loss of any Client Products or other items for which any Courier is responsible for Delivering as part of the Delivery Services.
13.3 Without prejudice to clause 13.2, Brisqq may, at its sole discretion, offer to the Client a refund for any loss of, or damage to, Client Products, provided that the Client complies with its obligations under this Agreement and with Brisqq's Claims Process for Lost or Damaged Items (the "Claims Policy"), and subject to the additional terms and conditions of the Claims Policy.
13.4 Subject to clause 13.5, Brisqq will not be liable to the Client, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any loss arising under or in connection with the Agreement in conditions that fall into any of the following categories: loss (whether direct or indirect) of profit, goodwill, business, business opportunity, revenue, turnover or reputation; loss (whether direct or indirect) of anticipated saving or wasted expenditure; loss of or damage to data; or any special, indirect or consequential damage or loss, costs or expenses.
13.5 Nothing in the Agreement excludes or limits Brisqq's liability for death or personal injury caused by Brisqq's negligence, or for fraud or fraudulent misrepresentation.
13.6 Brisqq's total liability in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, arising under or in connection with the Agreement shall in all circumstances be limited to the Fees paid by the Client in the 6 months prior to the event giving rise to the claim, or, in the case of an event in the Trial Period giving rise to a claim, £1.
13.7 The Client shall indemnify and defend Brisqq, and its agents and contractors, from and against any and all losses, damages, claims, liabilities or expenses (including reasonable lawyer's fees) arising out of a claim brought by a third party relating to the Client's use of the Delivery Service (except to the extent caused by Brisqq's negligence and as otherwise expressly stated in the Agreement), including any delays in any Delivery or non-Delivery, and any damage to or loss of Client Products.
14.1 Without prejudice to any other rights or remedies available to Brisqq, if the Client fails to pay any sum due to Brisqq and such sum remains outstanding for a further 14 days following notice requiring such sum to be paid, Brisqq may immediately terminate the Agreement on giving notice to the Client, without liability for Brisqq to the Client.
14.2 Without prejudice to any other rights and remedies available to Brisqq, Brisqq may terminate the Agreement by notice with immediate effect, or such notice as Brisqq may in its sole discretion elect to give, if the Client:
(a) infringes Brisqq's intellectual property rights in the Brisqq Service or the Brisqq Software;
(b) is in breach of clause 8.2; or
(c) is in breach of any applicable law.
14.3 Without prejudice to any other rights and remedies available to it, Brisqq may immediately suspend the Client's right to use the Brisqq Service or the Brisqq Software without giving prior notice to the Client, if:
(a) the Client is in material or persistent breach of any of the terms of the Agreement, or if, in Brisqq's reasonable determination, the Client is suspected of being in material breach of any of the terms of the Agreement. For the purposes of this clause 14.3, the parties acknowledge that any breach of clause 8.2 will be a material breach of the Agreement;
(b) the Client is in breach of applicable law; or
(c) the Client is guilty of any fraud or dishonest or acts in any manner which in the opinion of Brisqq brings or is likely to bring Brisqq into disrepute or is materially adverse to the interests of Brisqq.
14.4 Without prejudice to any other rights and remedies available to it, either party may terminate the Agreement at any time with immediate effect on giving notice in writing to the other party, if that other party:
(a) is in material or persistent breach of any of the terms of the Agreement and either that breach is incapable of remedy, or, if capable of remedy, the other party fails to remedy the breach within 30 days after receiving written notice requiring it to remedy the breach; or
(b) is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.
14.5 On termination of the Agreement for any reason:
(a) all rights and licenses granted under the Agreement shall immediately terminate and the Client's right to access and use the Brisqq Service will end;
(b) all Authorised Users' rights to use the Brisqq Service and the Brisqq Software will end;
(c) each party shall return to the other party or (at the other party's request) destroy, and make no further use of, any Confidential Information (and all copies thereof) belonging to the other party (provided that each party may retain documents and materials containing Confidential Information to the extent required by law or any applicable governmental or regulatory authority); and
(d) other than where the Agreement is terminated by the Client under clause 14.4(a), the Fees for the full Initial Term or relevant Extended Term (as applicable) shall become immediately due and payable.
14.6 Brisqq may delete any Client Data at any time. Brisqq may retain Client Data upon expiry or termination of the Agreement in order to comply with applicable law, or as Brisqq may deem necessary to prosecute or defend any legal claim (in which case Brisqq may retain Client Data for a reasonable period of time pending resolution of such obligation or issue).
14.7 Termination of the Agreement for whatever reason shall not affect any rights or remedies of the parties that have accrued up to the date of termination.
14.8 Any provision of the Agreement that expressly or by implication is intended to come into force or continue in force on or after expiry or termination of these Terms of Service shall survive and continue in full force and effect.
The Client recognises that Brisqq is always innovating and finding ways to improve the Brisqq Service with new features and services. The Client therefore agrees that the Brisqq Service may change from time to time and no warranty, representation or other commitment is given in relation to the continuity of any functionality of the Brisqq Service.
16.1 If a dispute arises between the Client and a Courier in connection with a Booking, the Delivery Service or any Deliveries, then the Client may refer the dispute to Brisqq by email to firstname.lastname@example.org, in which case Brisqq shall review the dispute and act as a mediator between the Client and the Courier.
16.2 Brisqq will manage any queries and complaints relating to the Delivery Service and any Deliveries with the Client only, and the Client shall be responsible for managing any queries and complaints from End Users directly with the End Users.
16.3 The referral of the dispute to Brisqq shall not prevent the Client or the Courier commencing or continuing court proceedings in relation to the dispute under clause 17.9.
17.1 Written communications
Applicable laws may require that some of the information or communications that Brisqq sends to the Client should be in writing. When using the Brisqq Service, the Client accepts that communication with Brisqq will mainly be electronic. Brisqq will contact the Client by e-mail or provide the Client with information by posting notices on the Brisqq Service. For contractual purposes, the Client agrees to this electronic means of communication and the Client acknowledges that all contracts, notices, information and other communications that Brisqq provides to the Client electronically comply with any legal requirement that such communications be in writing.
All notices given by the Client to Brisqq must be given to email@example.com. Brisqq may give notice to the Client at either the e-mail or postal address the Client provides to Brisqq, or any other way that Brisqq deems appropriate. Notice will be deemed received and properly served immediately when posted on the Brisqq Service or 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.
17.3 Changes to these Terms of Service
Brisqq may amend the Terms of Service from time to time. Every time the Client uses the Brisqq Service, the Client acknowledges that it is responsible for checking the Terms of Service to ensure it understands the Terms of Service that apply at that time. Any changes to these Terms of Service in the future will be posted on this page and, where appropriate, notified to the Client by e-mail.
17.4 Transfer of any rights and obligations
The Client may not transfer, assign, charge or otherwise deal in the Agreement, or any of the Client's rights or obligations arising under the Agreement, without Brisqq's prior written consent.
17.5 Events outside a party's control
Neither party shall be liable to the other party for any delay or non-performance of any of its obligations under the Agreement arising from any cause beyond its control including, without limitation, any of the following: telecommunications failure, Internet failure, act of God, act of a third party unless an approved sub-contractor of Brisqq, governmental act, war, fire, flood, explosion, or civil commotion. Notwithstanding the foregoing, nothing in this clause shall excuse the Client from any payment obligation under the Agreement.
17.6 Third party rights
A person who is not a party to these Terms of Service may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
If any provision of the Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions of the Agreement shall not be prejudiced.
17.9 Law and jurisdiction
These Terms of Service shall be governed by, and construed in accordance with, English law, and each party hereby submits to the exclusive jurisdiction of the courts of England.