2. Acceptance of these Terms
3. The Service
4. Scheduling a delivery or return
5. Pricing and payment
6. Delivery confirmation
9. Availability of the Service
10. Use of Third Party Couriers
11. Use of data supplied by you and your customers
12. Representations and warranties
13. Intellectual property ownership
14. Licence grant and restrictions
15. Term and Termination
16. Our liability
19. Force Majeure
21. Law and jurisdiction
2.1 These Terms set out and govern the relationship between you and us. By using the Service and/or by accessing or using the Software, you hereby expressly acknowledge and agree to be bound by these Terms, and any future amendments and additions to these Terms as published from time to time at http://partners.brisqq.com/#/terms / brisqq.com/terms http://www.brisqq.com/terms.
2.2 We reserve the right to modify these Terms and/or our policies relating to the Service and/or Software at any time, and any such changes to these Terms shall become effective upon posting an updated version of these Terms on partners.brisqq.com/#/terms or brisqq.com/terms or communicating the change to you. You are responsible for regularly reviewing these Terms. Any use of the Service or Software after any such changes shall constitute your acceptance of such changes.
2.3 IT IS IMPORTANT TO NOTE THAT WE DO NOT, AND DO NOT PURPORT TO, PROVIDE COURIER, DELIVERY OR LOGISTICS SERVICES, OR FUNCTION AS A COURIER. THE THIRD PARTY COURIER OFFERS THE COURIER SERVICES, WHICH MAY BE BOOKED AND SCHEDULED THROUGH USE OF OUR SERVICE. WE ONLY OFFER A METHOD TO OBTAIN SUCH THIRD PARTY COURIER SERVICES, AND WE SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY COURIER SERVICES PROVIDED TO YOU BY ANY THIRD PARTY COURIER, OR FOR THE COMPLETION OR TIMELINESS OF ANY DELIVERY OR RETURN SCHEDULED VIA THE SERVICE, EXCEPT AS SET OUT IN THESE TERMS.
3.1 We facilitate the booking and scheduling of Package deliveries and returns, by connecting you to available Third Party Couriers (the Service) (with whom you will contract for the provision of the delivery / courier services you require). The Service is provided via the Software.
3.2 You will need to register for an account with us (Retailer Account) in order to use the Service.
3.3 Brisqq Integrated provides your customer with the ability to schedule a delivery as part of the process of ordering products from your website, by entering the Required Data and paying for the delivery at your online checkout, together with the product(s) they are purchasing.
3.4 Brisqq Lite allows you to schedule a delivery or return in store, by logging onto your Retailer Account using your Login Details at partners.brisqq.com and entering the Required Data on behalf of your customer.
3.5 When creating your Retailer Account you must supply us with up to date and accurate details as requested, including without limitation a contact name, a telephone number, an address, an email address and the necessary details required to charge a valid credit / debit card. It is your obligation to ensure all these details are kept up to date and accurate at all times. On creating your Retailer Account you will be provided with your Login Details.
3.6 You must treat your Login Details as confidential and must not disclose them to any third party (other than your Authorised Users). You must ensure no one uses your Login Details without your permission.
3.7 You are responsible for ensuring that anyone using the Service and/or Software on your behalf within your business is aware of and accepts these Terms. You are responsible for any failure on their behalf to comply with these Terms.
3.8 You may not assign, share or otherwise transfer your Login Details to any other person or entity outside of your business without our prior written consent.
3.9 If you know or suspect that anyone other than you and your Authorised Users knows your Login Details, you must promptly notify us. We have the right to change any element of your Login Details and/or disable your Retailer Account if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.
3.10 You will remain responsible for any activity on your Retailer Account unless your Login Details have been compromised and you have notified us of that fact.
4.1 Before scheduling a delivery (or making the Service available to your customer via Brisqq Integrated) or return, it will be your responsibility to ensure that:
(a) the product(s) that the delivery or return will relate to is/are in stock or present at a location within the relevant Territory; and
(b) the delivery address of your customer or the return address (as the case may be) is within the relevant Territory,
(the Scheduling Requirements).
4.2 To schedule a delivery or return, you (or your customer, where a delivery is scheduled via Brisqq Integrated) must provide all of the Required Data, which must be complete, accurate and up to date.
4.3 By scheduling a delivery (or allowing your customer to schedule a delivery via Brisqq Integrated) or return, you agree that you will be responsible for ensuring that the Package(s) will be ready for collection at the Pickup Location within the Territory by the Third Party Courier at the Pickup Time. We will have no responsibility or liability to you (or your customer) if a Third Party Contractor is unable or unwilling to commence or complete the scheduled delivery or return on time or at all as a result of your failure to comply with this requirement, and you will not be entitled to any refund of fees paid to us for that scheduled delivery or return.
4.4 If any request to schedule a delivery or return is submitted with incomplete or inaccurate Required Data and/or you fail to ensure that it fulfils the Scheduling Requirements, then:
(a) we may be unable to process your request;
(b) we may (at our option) decline to process your request;
(c) we may be unable to schedule the delivery or return (e.g. if no Third Party Courier accepts the work);
(d) the Third Party Courier may be unable or unwilling to proceed with the delivery or return upon arrival at the Pickup Location;
(e) the Third Party Contractor may be unable to complete the delivery or return, in which case the Third Party Courier may return the Package(s) to the original Pickup Location and charge you for any associated costs; and/or
(f) the Third Party Courier may be unable to complete the delivery or return within the requested time slot.
4.5 You shall defend, indemnify and hold us harmless against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with any failure by you or your customer to comply with the requirements set out in this clause 4.
5.1 Charges for the Service (Charges) (and any applicable taxes and/or fees) shall be generated when you (or, if applicable, your customer) submit your request to schedule the relevant delivery or return. We will either direct debit monthly, charge immediately (via our online payment process) or collect payment in any other way as agreed with you. .
5.2 Details of the applicable Charges are set out in our fee schedule (either in the form of an email or any other method as decided by us at our absolute discretion) agreed with you ahead of the commencement of your use of the Service (post any trial period, whether free or paid) and you acknowledge that these Charges, unless otherwise agreed with you, are subject to change at any time in respect of deliveries/returns scheduled after the date of such change.
5.3 Charges are non-refundable unless otherwise stated in these Terms or agreed by us.
5.4 When you register for your Retailer Account, you will be required to provide valid credit, debit card, or direct debit details, and you hereby authorise us to charge to that credit, debit card (or any replacement card, should you wish to update the applicable details) or debit the provided bank account via direct debit with any Charges that become due when you submit a request to schedule any delivery or return.
5.5 You hereby warrant that:
(a) all credit, debit card and bank account details, if provided to us, are accurate, up to date and valid;
(b) you will ensure that at all times there are accurate, up to date and valid credit, debit card details linked to your Retailer Account (and you acknowledge that in the absence of these details or agreement for us to charge via direct debit we will be unable to provide the Service to you); and
(c) any Authorised User who submits credit or debit card details on your behalf, or who submits any request to schedule a delivery or return, is authorised to commit you to pay the applicable Charges using the credit, debit card details linked to your Retailer Account or via direct debit as applicable.
5.6 We use a third-party payment processor, Stripe (Payment Processor), to link your credit / debit card account to the Software unless you have elected to set-up a monthly direct debit. The processing of payments or credits, as applicable, will be subject to the terms, conditions and privacy policies of the Payment Processor and your credit/debit card issuer in addition to these Terms. We are not responsible for any errors in the payment process. On occasion, we may, at our sole and absolute discretion make an exception to this payment process in which case you will be invoiced monthly with 30 day payment terms.
5.7 We use a third-party direct debit payment processor, Go Cardless (Direct Debit Processor), if you have elected to set-up a monthly direct debit. The processing of payments or credits, as applicable, will be subject to the terms, conditions and privacy policies of the Direct Debit Processor and your bank in addition to these Terms. We are not responsible for any errors in the payment process. On occasion, we may, at our sole and absolute discretion make an exception to this payment process in which case you will be invoiced monthly with 30 day payment terms.
5.8 In connection with your use of the Service, we will collect certain transaction details, which we will use solely in accordance with our Privacy and Cookie Notice.
6.1 Once your request for a delivery or return has been accepted by an appropriate Third Party Courier, we will confirm acceptance of the delivery or return (Delivery Confirmation) via the web app and to your customer by SMS and/or email to the mobile number and/or email address you have provided to us, together with details of the Third Party Courier who will be providing you with the courier services to undertake the delivery or return. The software will also generate a ‘pickup’ and ‘dropoff’ code. The pickup code should be attached to the package (either written or via label). Dropoff code will be sent to your customer, this will act as a signature method for their parcel.
6.2 As you will be contracting with the Third Party Courier directly for the provision of the courier services required to undertake the requested delivery or return, it will be your responsibility to agree any additional terms (if applicable) for those courier services with the Third Party Courier.
7.1 It is your responsibility (or, in the case of a return, your customer's responsibility) to package the products for delivery or return appropriately. This includes the Brisqq pickup code clearly displayed on the packaging.
7.2 As it is a Third Party Courier (not Brisqq) who will provide you with the courier services required to carry out the delivery or return, you acknowledge and agree that we shall have no responsibility or liability to you (or your customer) if the Third Party Courier refuses to proceed with the delivery or return (whether in respect of any or all applicable Packages) once they have arrived at the Pickup Location and inspected the Package(s) and its/their packaging.
7.3 You will not be entitled to a refund for our Service if a Third Party Courier rejects a delivery on the basis that it reasonably considers the packaging to be inappropriate or inadequate.
7.4 We accept no liability for loss, damage, breakage and/or theft of any Package whatsoever, whether caused by the Third Party Courier or inappropriate or inadequate packaging or howsoever arising. You should ensure that you have appropriate terms in place with the relevant Third Party Courier and/or insurance to cover such eventualities.
7.5 Should there be any dispute regarding missing Package(s) or items within Package(s), whether appropriately or inappropriately packaged, this need to be made within 24 hours of the delivery or return having been confirmed. Confirmation in this instance is defined as: you or your customer having confirmed the delivery or return of a Package(s) by signing or providing a Brisqq code to the courier which has been input into the Brisqq Courier app. Any dispute made outside this Period will not be refunded except at our sole and absolute discretion.
8.1 You have the right to, and your customers have the right to request that you (on their behalf), cancel a delivery or return via the Software, provided that we receive the cancellation request at least 24 hours prior to the start of the Pickup Time (Cancellation Period).
8.2 Any delivery or return cancelled outside the Cancellation Period will, at our sole and absolute discretion, not be refunded.
8.3 We may reject a request to schedule a delivery or return and/or cancel any scheduled delivery or return for any reason and at any time. We will inform you, and where relevant the customer, once a requested delivery or return has been cancelled.
8.4 You will not be charged for any deliveries or returns cancelled by us in accordance with this clause, and will therefore be entitled to a refund of any related Charges already paid. Any payment made by you or your customer prior to a delivery or return being cancelled by us (depending on the nature of the transaction) will usually, at our sole and absolute discretion, be refunded using the same method used to pay for the initial order.
9.1 Our Service and Software may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. We are 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.
9.2 We do not guarantee that the Software will always be available or uninterrupted. We may suspend, withdraw, discontinue or change all or any part of the Software without notice. We will not be liable to you if for any reason the Software is unavailable at any time or for any period.
10.1 Use of the Service will involve us via the software introducing you (or your customers, as the case may be) to Third Party Couriers for the purposes of the, courier third party providing courier services. It is your responsibility to ensure that you take all appropriate steps to formalise any relationship you have with any Third Party Courier and to cover any risks and/or obligations between you and the Third Party Courier in connection with the Third Party Courier's performance of the courier services. Any such activity is solely between you and the Third Party Courier and we shall have no liability, obligation or responsibility for any such activity between you and the Third Party Courier.
10.2 Our Service facilitates the scheduling of a delivery or return between you, or your customer, and a Third Party Courier. When you (or your customer) submits a request to schedule a delivery or return time slot (an Offer), we will identify a suitable Third Party Courier (based on parameters such as the schedule of the Third Party Courier, their rating, their vehicle type reflective to the size of package as reflected by you and the Territory in which they operate) and offer them the opportunity to accept your Offer. If they accept then we will notify you, and a binding contract between you and the Third Party Courier in respect of the time slot ordered will come into existence. If they decline, we will automatically, via the software, refer your Offer to the next most suitable Third Party Courier. Where the Pickup Time of a delivery or return is in such proximity that this is not possible, the parameters will be focused on locating the nearest available Third Party Courier to the Pickup Location.
10.3 Our aim is to provide the best booking service possible. However, whilst we will use reasonable endeavours to ensure that any Third Party Courier who accepts a request to schedule a delivery or return from you or your customer arrives at the Pickup Location at the Pickup Time, we are not responsible for the delivery or return. We therefore provide no guarantee that any delivery or return will be completed successfully or within the requested timescale. In particular, you acknowledge that various factors, such as traffic conditions and weather, may occasionally prevent you from receiving your delivery or the return being collected within the requested time slot.
10.4 We make no representation, warranty, or guarantee as to the reliability, timeliness or quality of the service provided by the Third Party Courier to you or your customer. Nor do we make any representation, warranty, or guarantee that the delivery or return will be completed on time or at all. Should you be concerned that a delivery or return will not be or has not been completed on time or at all, it is your responsibility to liaise with the Third Party Courier to resolve this.
10.5 The quality of the Third Party Courier services scheduled through the use of the Service or Software is entirely the responsibility of the Third Party Courier. You accept that you use the Software and the Service at your own risk.
10.6 Once a delivery or return has been completed, you and your customer will be given an opportunity to rate the relevant Third Party Courier. Ratings will help us to ensure that the Third Party Couriers we pass your Offers to are reliable, so your feedback will help improve the Service. In particular, where we receive feedback from you and/or your customers that a particular Third Party Courier has failed to arrive at the Pickup Location at the Pickup Time on time or at all or otherwise not performed their obligations, we may, at our sole discretion, exclude that Third Party Contractor from eligibility for future courier services requested by you and/or via the Service as a whole (as we in our absolute discretion consider appropriate).
10.7 We will not assess the suitability, legality or ability of any Third Party Courier or take any steps to confirm that they carry the requisite insurance. It will be your responsibility to carry out any such assessment or checks that you consider necessary, and you expressly waive and release us from any and all liability, claims or damages arising from or in any way related to the Third Party Couriers and/or the services they provide. We will not be a party to disputes or negotiations of disputes between you and such Third Party Couriers.
10.8 Third Party Couriers are independent contractors who you hire to provide courier services. The Third Party Couriers are not employees of Brisqq, and we accept no responsibility or liability for their actions or omissions.
10.9 Responsibility for the decisions you make regarding services offered via the Software or the Service (with all its implications) rests solely with you to the maximum extent permitted by law.
11.1 In this clause, the terms personal data, data controller, data processor, process and data subject shall have the meanings given to them in the Data Protection Act 1998 (DPA).
11.2 You acknowledge and agree that we will need to process personal data that you and/or your customers provide to us in order to provide the Service to you (the Service Personal Data). You acknowledge that for the purposes of the DPA in respect of the Service Personal Data, that:
(a) you are the data controller (within the meaning set out in section 1(1) of the DPA); and
(b) we are the data processor (within the meaning set out in section 1(1) of the DPA).
11.3 We shall process the Service Personal Data only in accordance with your instructions and shall not otherwise modify, amend, alter, disclose, or process the Service Personal Data for any purpose other than those expressly authorised by you. You hereby authorise and instruct us to process the Service Personal Data as required to provide the Service and seek feedback on relevant Third Party Couriers from you and your customers.
11.4 You acknowledge that we are reliant on you alone for direction as to the extent we are entitled to use and process the Service Personal Data. Consequently, we will not be liable for any claim brought by a customer relating to their personal data arising from any action or omission by us, to the extent that such action or omission resulted directly from your instructions.
11.5 You warrant that any personal data (including without limitation the Service Personal Data) you provide to us has been collected and processed in accordance with the DPA, and having obtained all the necessary consents from the data subjects. In particular you warrant that you have informed your customers that their personal data, including without limitation the Required Data, is being passed to and processed by us and Third Party Couriers for the purposes of providing the Service, arranging the delivery or return of the relevant Package(s) and tracking (and allowing you and your customers to track) the progress of those deliveries and/or returns, and that we, or a Third Party Courier, may contact them in connection with the Service and/or any delivery or return.
11.6 You agree to indemnify, keep indemnified, and defend at your own expense, us against all costs, claims, damages or expenses incurred by us or for which we may become liable due to any failure by you or your employees or agents to comply with any of your obligations under this clause. We agree to provide you with reasonable co-operation and assistance in relation to any complaint or request made in respect of any personal data.
11.7 We agree that we shall not transfer personal data outside the European Economic Area.
11.8 You agree that we may authorise a third party (sub-contractor) to process the personal data on our behalf, and in particular that we will pass the personal data to Third Party Couriers for the purpose of enabling them to provide courier services to you.
12.1 By using our Software and/or Service, you expressly represent and warrant that:
(a) you are legally entitled to agree to these Terms;
(b) you will ensure that the Authorised Users use the Service and the Software in accordance with these Terms, shall be responsible for any Authorised User's breach of these Terms;
(c) you (and your Authorised Users) will comply with all applicable laws when using the Software and/or Service;
(d) you (and your Authorised Users) will only access the Service using authorised means;
(e) you (and your Authorised Users) will only use the Service and/or Software for lawful purposes;
(f) you (and your Authorised Users) will not use the Service and/or Software for sending or storing any unlawful material or for fraudulent purposes;
(g) you (and your Authorised Users) will not try to harm the Service and/or Software in any way whatsoever;
(h) you (and your Authorised Users) will not use the Service and/or Software to cause nuisance, annoyance, inconvenience or harm to any person;
(i) you (and your Authorised Users) will not impair the proper operation of the Service, Software or any services provided by Third Party Couriers;
(j) in accessing the Service and/or Software, you (and your Authorised Users) will only use an access point or 3G/4G/5G data account which you are authorised to use.
13.1 We (or our licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Software and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Software or the Service. Neither you nor your customers will acquire any rights (of ownership or otherwise) in or related to the Software or the Service, or any intellectual property rights owned by us, except as expressly set out in these Terms.
13.2 Our company name, logo, and the product names associated with the Software and Service are trademarks of us or third parties, and no right or license is granted to you or your customers to use them.
14.1 We grant you a non-exclusive, non-transferable right to use, and to permit the Authorised Users (and, in the case of Brisqq Integrated, your customers) to use the Service in the course of your normal business. All rights not expressly granted to you are reserved by us.
14.2 You shall not:
(a) license, sub-license, sell, resell, transfer, assign, distribute (except to your customers, in accordance with these Terms) or otherwise commercially exploit or make available to any third party the Service or the Software in any way;
(b) modify or make derivative works based upon the Service or the Software;
(c) create Internet "links" to, or "frame" or "mirror" any part of any website from which the Software can be accessed on any other server or wireless or Internet-based device without our prior written consent;
(d) attempt to reverse compile, disassemble, reverse engineer or access the Software in order to:
(i) build a competitive product or service;
(ii) build a product using similar ideas, features, functions or graphics of the Service or Software;
(iii) copy any ideas, features, functions or graphics of the Service or Software; or
(iv) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Service or Software,
except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties.
14.3 You may not use the Software or Service to:
(a) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
(b) send, store, obtain or procure any infringing, obscene, threatening, racially offensive, sexist, libellous, or otherwise unlawful or tortious material, including material harmful to children or which violates third party privacy rights;
(c) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
(d) interfere with or disrupt the integrity or performance of the Software or Service or the data contained therein; or
(e) attempt to gain unauthorized access to the Software or Service or its related systems or networks.
15.1 Unless otherwise agreed, these Terms shall become effective immediately upon your acceptance of them, and shall continue until terminated in accordance with the remainder of this clause 15.
15.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of these Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(b) the other party repeatedly breaches any of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to these Terms; or
(c) the other party ceases to do business, becomes unable to pay its debts as they fall due, becomes or is deemed insolvent, has a receiver, liquidator, manager, administrator, administrative receiver or similar officer appointed in respect of the whole or any part of its assets or business (or is he subject of a filing with any court for the appointment of such officer), makes any composition or arrangement with its creditors, takes or suffers any similar action in consequence of debt or an order or resolution is made for its dissolution or liquidation (other than for the purpose of solvent amalgamation or reconstruction), or any equivalent or similar action or proceeding is taken or suffered in any jurisdiction.
15.3 On termination of these Terms for any reason:
(a) all licences granted under these Terms shall immediately terminate;
(b) each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;
(c) we may destroy or otherwise dispose of any of the Service Personal Data and/or any other data relating to you and your Retailer Account in our possession unless we receive, no later than ten (10) days after termination, a written request to provide you with a copy of all such data before such deletion takes place (in which case we will, at your cost, use reasonable endeavours to provide you with such a copy within a reasonable period following termination);
(d) any provision of these Terms that is expressly or by implication intended to survive termination shall continue in full force and effect; and
(e) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination shall not be affected or prejudiced.
16.1 You acknowledge that neither the Software nor the Service has been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software and Service meet your requirements.
16.2 We make no representation, warranty, or guarantee as to the reliability, timeliness, quality, suitability, availability, accuracy or completeness of the Service or Software. We do not represent or warrant that:
(a) the use of the Service or Software will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data;
(b) the Service or Software will meet your requirements or expectations;
(c) any stored data will be accurate or reliable;
(d) the quality of any products, services or information obtained by you through the Service or Software will meet your requirements or expectations;
(e) errors or defects in the Service or Software will be corrected; or
(f) the service or the server(s) that make the Service or Software available are free of viruses or other harmful components.
16.3 The Service and Software is provided to you strictly on an "as is" basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby excluded by us to the maximum extent permitted by applicable law.
16.4 We shall not in any circumstances be liable to you whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise for any loss of profit, loss of business, depletion of goodwill, loss or corruption of data or information, pure economic loss, or any indirect, special or consequential loss, costs, damages, charges or expenses however arising under these Terms.
16.5 To the maximum extent permitted by applicable law, we exclude all liability arising from or in connection with any relationship or transaction between you and any Third Party Courier, including without limitation the success, failure and/or timeliness of any scheduled delivery or return.
16.6 In the event that we are found to be liable to you, our total aggregate liability in contract, tort (including negligence), breach of statutory duty, misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the Service, the Software and/or these Terms shall be limited to the total price the relevant customer was charged for the delivery or return (excluding the price of the product(s) being purchased) in relation to which the relevant claim arose.
16.7 Neither party excludes or limits liability to the other party for:
(a) fraud or fraudulent misrepresentation;
(b) death or personal injury caused by negligence; or
(c) any matter in respect of which it would be unlawful for the parties to exclude liability.
17.1 By entering into these Terms and using the Software or Service, you agree that you shall defend, indemnify and hold us our officers, directors, members, employees, legal representatives and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including the fees and costs of legal representatives) arising out of or in connection with:
(a) any claim by any third party (including without limitation any customer of yours) relating to:
(i) the success, failure and/or timeliness of any delivery or return;
(ii) any damage to any Package; and/or
(iii) any non-performance or other act or omission of any Third Party Courier;
(b) any personal injury and/or damage to property suffered by any Third Party Courier as a result of an inadequately or inappropriately packaged Package; and
(c) your use or misuse of the Software or Service.
18.1 We do not guarantee that the Software will be secure or free from bugs or viruses.
18.2 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Software or to your downloading of any content on it.
18.3 You are responsible for configuring your information technology, computer programmes and platform in order to access the Software. You should use your own virus protection software.
18.4 You must not misuse our Software by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Software. You must not attack our Software via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Software will cease immediately.
We shall not be in breach of these Terms nor liable for any failure or delay in complying with any of our obligations under these Terms, or any failure of or delay in scheduling a delivery or return to the extent that such failure or delay is due to events, circumstances or causes beyond our reasonable control.
20.1 Failure to exercise, or any delay in exercising, any right or remedy provided under these Terms or by law shall not constitute a waiver of that (or any other) right or remedy, nor shall it restrict any further exercise of that (or any other) right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.
20.2 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted and shall be of no force and effect. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
20.3 A person who is not a party to these Terms shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms.
20.5 You shall not assign, transfer, sub-contract, mortgage, charge, declare a trust over, or deal in any other manner with any of your rights and obligations under these Terms without our prior written consent. We may at any time assign, transfer, sub-contract, mortgage, charge, declare a trust over, or deal in any other manner with any of our rights and obligations under these Terms.
20.6 You shall send any notice, consent, request, demand, approval or other communication to be given or made under or in connection with these Terms (a Notice) to Andrew Mukerjee (CEO), 2 Angel Square, London, EC1V 1NY, and/or email@example.com. We shall send any Notice to the address or email address you provide when creating your Retailer Account. These notice provisions do not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. You irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).