General Conditions of Use - Stuart Delivery Ltd

Updated Terms & Conditions for Stuart’s Clients and the Independent Courier Service Agreement  (effective 1 January 2026) are now available. 

By continuing to use Stuart or perform deliveries  after the effective date, you agree to these updated terms. 

TERMS & CONDITIONS FOR STUART’S CLIENTS:  

Terms and Conditions – Stuart Delivery Ltd 

Introduction and Scope of Services 

1. Definitions 
2. Acceptance and Modification of the T&Cs 
3. Creation of an Account 
4. Formation of Contract 
5. Prerequisites 
6. Processes for Deliveries 
7. Complaints Procedure 
8. Fees and Payment 
9. Accessto and Availability of the Application and Services 
10. Guarantees – Liability – Force Majeure 
11. Intellectual property 
12. Personal data 
13. Confidentiality 
14. Suspension and Termination 
15. Assignment and Transfer 
16. Miscellaneous 
17. Applicable Law and Jurisdiction

Schedule 1 - Data Processing Appendix 

Introduction and Scope of Services 

These terms and conditions (“Terms and Conditions” or “T&Cs”) govern the use of the Application owned and operated by the Company. By accessing or using the Application, the Client agrees to be bound by these T&Cs  and acknowledges that the Company provides the Services within the United Kingdom, which include: (i) providing a technological platform that enables Clients to order, track, and pay for the Delivery of Goods, and (ii) arranging the  Delivery of Goods through Independent Couriers. 

By using the Application, the Client engages the Company to perform Deliveries and manage the associated logistics  directly through the Application. 

The Client acknowledges and agreesthat the Company may, at itssole discretion, use subcontractors, agents, or other  third parties to perform its obligations under these Terms and Conditions, including, but not limited to, the provision  of delivery services. 

All rights and obligations attributed to the Client under these Terms and Conditions shall likewise apply  to itsrepresentatives, including its employees, agents, or any other persons acting on its behalf or upon itsinstruction,  in particular those responsible for requesting Deliveries or preparing Goods for Delivery. The Client shall bear full  liability for the acts and omissions of such persons as if they were its own. 

Neither Party shall be a party to any agreements entered into by the other Party with its customers orsubcontractors.  In particular, the Company shall not be a party to agreements entered into by the Client with Recipients, and the Client  shall not be a party to any agreements entered into by the Company with Independent Couriers. 

Headings in these Terms and Conditions, including those of Clauses, Sections and Annexes, are for convenience  only and shall not affect their interpretation. 

1. Definitions 

In these T&Cs, capitalised terms shall have the meanings set out below: 

Account means the Client’s private area accessible through the Application using the Login Information,  which contains information relating to the Client and the Services provided by the Company, and which enables  the Client, where applicable, to request or perform Deliveries of Goods. 

Application meansthe technology platform owned and operated by the Company, comprising the computersoftware  accessible via a Device through which the Services are made available, including, without limitation, any mobile  application, web application, or API-integrated application. 

Bundled Order means multiple separate Deliveries of Goods that are consolidated by the Company and executed  as part of a single delivery route by the Independent Couriers. A Delivery of Goods may be combined with other  Deliveries originating from the same or different Collection Address or intended for different Recipients,  as determined by the Company in its operational discretion. 

Cancellation Fee means the fee charged by the Company to the Client with respect to any cancellation of any Delivery  of Goods which takes place in the circumstances set out in Clause 6. 

Client means any company, partnership, sole proprietorship, or other business entity that enters these Terms 

and Conditions with the Company to receive Deliveries of Goods and related services in connection with its trade,  business, craft, or profession. For the avoidance of doubt, consumer protection laws do not apply to the Client under  these Terms and Conditions, except to the extent that such laws cannot be excluded by applicable law. Collection Address means the address specified by the Client in the Application as the location from which the Goods  are to be collected for a Delivery Request. 

Company means Stuart Delivery Ltd, a company registered in England and Wales under company number 09790251,  whose registered office is at 6th Floor, 2 London Wall Place, Barbican, London, EC2Y 5AU, United Kingdom. Customer  service: support.uk@stuart.com. 

Data Controller, Data Subject, Data Processor, Data Protection Impact Assessment, Supervisory Authority, Personal  Data, Processing, Record of Processing Activities, and Personal Data Breach shall have the meanings given to them  in the UK General Data Protection Regulation and the Data Protection Act 2018. 

Data Protection Laws means all applicable laws relating to the processing of Personal Data under or in connection  with these Terms and Conditions including, without limitation: (i) the retained EU law version of the General Data  Protection Regulation ((EU) 2016/679) asit forms part of the law of England and Wales, Scotland and Northern Ireland  by virtue ofsection 3 of the European Union (Withdrawal) Act 2018, as amended by Schedule 1 to the Data Protection,  Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419) (the UK GDPR);(ii)  the Data Protection Act 2018; (iii) the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI  2003/2426) and the Privacy and Electronic Communications Directive 2002/58/EC; and (iv) all national implementing  or supplementing legislation, and all codes of practice and guidance issued by any competent data protection  authority, each as amended, re-enacted, or replaced from time to time. 

Delivery Address means the address specified by the Client in the Application as the location to which the Goods are to be delivered in connection with a Delivery Request. 

Delivery(ies) of Goods or Deliveries means the delivery services provided by the Company through Independent  Couriers, for the collection, transportation, and delivery of Goods requested by the Client via the Application.  All Deliveries are managed, coordinated, and fulfilled underthe operational control and responsibility ofthe Company. 

Delivery Request means a request by a Client for one or more Deliveries of Goods via the Application. 

Device means any mobile or other electronic device (including, without limitation, a smartphone, tablet, or PC)  with an internet connection, capable of downloading, installing, using, or integrating the Application, and, where applicable, equipped with an operating camera. 

EEA means the European Economic Area. 

Excluded Goods means the goods listed in Clause 5.1 and any goods that exceed the permitted Package Size. 

Fees means the amounts payable by the Client to the Company as remuneration for the Delivery of Goods and any  related services provided through the Application, including, where applicable, any service charges, surcharges,  or other amounts billed to the Client in connection with the fulfilment of Deliveries. 

Fleet Partner means a third-party entity or individual that employs or engages individual couriers and has contracted  with the Company to provide its workforce with access to the Application. 

Force Majeure Event means any circumstance beyond a Party’sreasonable control, including, without limitation: (a) acts of God, flood, drought, earthquake, or other natural disaster; 

(b) epidemic or pandemic;

(c) terrorist attack, civil war, civil commotion, riots, war, threat of or preparation for war, armed conflict, imposition  of sanctions, embargo, or breaking off of diplomatic relations; 

(d) nuclear, chemical, or biological contamination, orsonic boom; 

(e) any law or action taken by a government or public authority, including, without limitation, imposing an export  or import restriction, quota, or prohibition, or failing to grant a necessary licence or consent; (f) collapse of buildings, fire, explosion, or accident; 

(g) any labour or trade dispute, strikes, industrial action, or lockouts (other than by the Party seeking to rely on this  clause or companies in the same group as that Party); 

(h) non-performance by suppliers or subcontractors (other than by companies in the same group as the Party seeking  to rely on this clause), or interruption or failure of utility services; and 

(i) any other third-party activity or event that materially impacts the Company’s ability to perform the Deliveries  of Goods. 

Goods means the item(s) that are the subject of a Delivery Request, excluding any Excluded Goods. 

General Data Protection Regulation or GDPR means Regulation (EU) 2016/679 of the European Parliament  and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data  and on the free movement of such data. 

Independent Courier(s) or Courier(s) means any individual or corporate entity (including Fleet Partners),  and any employee, worker, contractor, agent, substitute or representative of such entity (as the context requires),  engaged by the Company as an independent subcontractor to carry out Deliveries via the Application. Independent  Couriers perform such services on a self-employed and independent basis, without being subject to supervision,  direction, or control by the Company or the Client in the manner of an employee. 

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

Login Information means the username and/or password provided by the Company to the Client, enabling the Client  to access its Account and use the Services. 

Method of Transport means the method or means used to carry the Goods for the purposes of executing the Deliveries of Goods, namely: (i) transport by bicycle or electric bicycle; (ii) transport by moped, moped scooter,  motorbike, or electric motorbike; or (iii) transport by land motor or electric vehicle with an authorised gross weight  of under 3.5 tonnes (including cars, commercial vehicles, or vans), hereinafter referred to as Vehicle(s). 

Package Size means the dimensions of the Goods to be delivered, selected by the Client at the time of making  a Delivery Request, namely: (i) XS; (ii) S; (iii) M; (iv) L; and (v) XL. The specific dimensions for each Package Size  are available on the Company’s website at https://help.stuart.com/en/articles/7003087-what-to-do-if anorder-is-too heavy. 

Party(ies) means any of the parties to these Terms and Conditions, being the Company and the Client,  each individually referred to as a “Party” and collectively as the “Parties”. 

Recipient means the person (including an employee, worker, contractor, agent, or representative of a corporate 

entity) whose identity and contact details are entered in the Application by the Client as the recipient of the Goods, and who is located at the Delivery Address or, where applicable, within a nearby adjacent area, as designated  by the Client. 

Sender means the individual (including an employee, worker, contractor, agent, or representative of a corporate  entity) whose identity and contact details are entered in the Application by the Client as the sender of the Goods,  and who is located at the Collection Address or, where applicable, within a nearby adjacent area, as designated  by the Client. 

Services means all services provided by the Company through the Application, including the provision and operation  of the technological platform enabling Clients to request, schedule, track, and pay for Deliveries of Goods, as well as  the performance of such Deliveries by Independent Couriers. 

Sub-processor means any processor appointed by a Data Processor or by any other Sub-processor of that Data  Processor. 

Terms and Conditions or T&Cs means these general terms and conditions of use of the Application, together with  any schedules, annexes, or supplementary contractual provisions issued by the Company, which collectively govern  the relationship between the Company and the Client in connection with the provision and use of the Services. 

VAT means value added tax or any other equivalent tax on sales, consumption, or any othersupply under these Terms  and Conditions. 

Waiting Time shall have the meaning given to it in Clause 6.4.2. 

2. Acceptance and Modification of the T&Cs 

2.1. Acceptance of the T&Cs 

2.1.1. The use of the Servicesissubject to acceptance of these T&Cs. At the time of creating their Account, the Client  must click on "I accept the Terms and Conditions". By doing so, the Client acknowledges that these T&Cs  constitute a legally binding agreement. 

2.1.2. Acceptance of the T&Cs is the only way for the Client to access the Services and create an Account. The T&Cs  must be accepted in their entirety and without amendment, unless otherwise agreed in writing  by an authorised representative of the Company. 

2.1.3. In the event of a breach by the Client of any of the obligations set out herein, the Company reserves the right  to suspend or terminate the Client's Account or access to the Services, and the Client shall not be entitled to any reimbursement, credit note or compensation. 

2.1.4. The T&Cs include Clauses which relate to the Delivery of Goods, which are expressly accepted by the Client  through issuing a Delivery Request. 

2.1.5. No special conditions or other general conditions issued by the Client shall prevail over these T&Cs unless  otherwise agreed in writing and signed by an authorised representative of the Company. None of the  Company’s employees or agents has any authority to bind the Company by any oral agreement that varies or contradicts these Terms and Conditions. 

2.2. Amendments to the T&Cs 

2.2.1. The Company reserves the right to amend these Terms and Conditions at any time, including, without  limitation, due to changes in the functionalities offered by the Application or the operational rules 

of the Services. Any amendments will be made available through the Application and will take effect immediately upon posting. By continuing to use the Application or the Services after an amendment,  the Client agrees to be bound by the revised Terms and Conditions. 

2.2.2. If a Client objects to an amendment, it must refrain from using the Application and the Services. 2.2.3. If an amendment occurs after the Client has made a payment corresponding to a Delivery of Goods,  the amendment shall not apply to that transaction in progress. If the amendment affects the procedure  for accessing or using the Application, the Company shall inform the Client in advance by email at the address  provided by the Client. 

3. Creation of an Account 

3.1. General Information 

3.1.1. In order to access the Services, the Client must first have a compatible Device (minimum with IOS X, Android  X, Windows X or Mac OS X) in good working order and must create an Account. 

3.1.2. In the event of login via the Facebook Connect interface integrated into the Application, the Client authorises  the Company to use the data entered in its Facebook account to complete its Client profile,  on the understanding that the data derived from the Application will not be published on the Client’s  Facebook profile, including in relation to Deliveries of Goods. 

3.1.3. The Client shall follow the instructions provided by the Company via the Application to create its Account and  shall provide the required identification data (surname, forename, postal address, email address, company  or organisation name, where applicable, etc.) accurately, completely, and truthfully. 

3.1.4. The Client shall promptly update itsidentification data via the Application in the event of any change and shall  follow any procedures provided by the Company from time to time. If the data provided is inaccurate,  incomplete, or incorrect, the Company reserves the right to suspend access to the Account and the Services  until the Client corrects such errors. If the Client fails to correct such errors, the Company reserves the right  to terminate the Account and access to the Services. 

3.1.5. The Client acknowledges and agrees that the Services are only accessible via the Application. 3.2. Login Information 

3.2.1. Upon creating the Account enabling access to the Services, the Company shall send Login Information  to the Client, namely a username and a password. 

3.2.2. In the event that the Client creates an Account from the Facebook Connect interface, the Client’s Facebook  login information will enable automatic login. 

3.2.3. The Client shall only use the Application with its own Login Information and agrees that all acts undertaken  on the Application using such Login Information shall be deemed to have been undertaken by the Client,  or at the very least under its control. 

3.2.4. The Client shall keep its Login Information confidential and shall not communicate it to any third party. 3.2.5. In the event of loss, theft or any fraudulent act, or forgotten Login Information, the Clientshall promptly notify  the Company by sending an email to the following email addresses: support.uk@stuart.com, and, where  appropriate, provide evidence of identity as may be required. 

3.2.6. The Company shall review the request promptly upon receipt and may, as a security measure, suspend access  to the Services with the Client's Login Information. The Company shall process the Client's request promptly  and, where appropriate, provide new Login Information upon verification of identity.

4. Formation of Contract 

4.1. Agreement of the Parties 

4.1.1. No Cancellation Period. The Client acknowledges that, in accordance with Section 28 of the Consumer  Contracts (Information, Cancellation and Additional Charges) Regulations 2013, the right to cancel within the 14-day cancellation period does not apply to contracts for the transport of goods. Therefore, this right  does not apply to any Deliveries the Client orders through the Application. 

4.1.2. Formation of Contract for Application Use and Services. A contract of indefinite duration for the licence  to use the Application and the Services is formed between the Client and the Company upon the Client’s  acceptance of these T&Cs. 

4.1.3. The licence. The license granted to the Client is non-exclusive, revocable, and non-transferable, and is strictly  limited for use within the territory of the United Kingdom to access and use the Application and Services  as set out in these Terms and Conditions. 

4.1.4. Offer and Acceptance for Delivery of Goods. A Delivery Request submitted by the Client via the Application  constitutes the Client’s binding offer to the Company to acquire the Deliveries at the Fees displayed to the Client through the Application, subject to the provisions of Clause 6. A Delivery Request must contain  all required information, including the Package Size or Method of Transport (as applicable), the Collection  Address, the identity of the Sender and Recipient and the Delivery Address. The Client’s offer is accepted,  and a separate, binding contract for the Delivery of Goods is formed upon the Company's confirmation  of acceptance through the Application. 

4.2. Proof of Delivery 

4.2.1. The Parties agree that the following actions, as prompted or required by the Application, shall constitute  conclusive evidence of a successful Delivery: 

1. a) Collection: confirmation of the Goods' collection at the Collection Address by the Company or the  Independent Couriers via the Application at the time the Goods are picked up. 
2. b) Delivery: Confirmation of the Goods' delivery at the Delivery Address, evidenced by one or more  of the following: (i) pressing a confirmation button in the Application; (ii) a photograph taken as proof  of delivery; (iii) verification of a numeric PIN code provided to the Recipient; and/or (iv) obtaining  the Recipient's signature within the Application. 

4.2.2. The Parties acknowledge that the collection and subsequent Delivery of the Goods, documented through the Application as described above, constitute conclusive proof that the Service has been completed. 

5. Prerequisites 

5.1. Excluded Goods 

The following Goods are excluded from the Services and Deliveries of Goods: 

(a) all goods which, due to their nature or packaging, may present a danger to, or cause damage to, the environment,  including, without limitation, weapons or devicesintended to explode through modification of the atomic nucleus,  fuels including nuclear products or waste, radioactive materials, or any other goods connected to the supply  of goods or services concerning a nuclear facility, or directly affecting a nuclear facility; 

(b) intrinsically illegal goods, restricted goods, or goods whose transport, holding, offering, sale, acquisition, or use is prohibited by law; 

(c) goods whose sending or receipt is illegal due to the capacity of the Client or Recipient, including, without  limitation, goods whose holding, offering, sale, acquisition, or use by a specific person is prohibited under

any legal, regulatory, or contractual provision (for example, tobacco or alcohol to minors, or health products  requiring a medical prescription); 

(d) goods that can only be transported by a regulated profession, including, without limitation, jewellery,  watchmaking items, precious metals and stones, money, currency, bank notes, financial securities, bearer  instruments, bills of exchange, gift vouchers, telephone or equivalent cards, or generally any document enabling  payment, as well as any means of payment such as bank or credit cards; and munitions, gas, flammable,  radioactive, toxic, infectious, or corrosive materials; 

(e) animals and human beings, alive or deceased, including all or part of their bodies or organs, as well as materials  or fluids derived from the human body (blood, urine, etc.), or products of human or biosynthetic origin directly  derived from human products, including those intended for treatment or diagnostic procedures on the human  body; 

(f) goods related to the Client’s capacity as owner or operator of an aerodrome, airport, or heliport, or in connection  with air or sea shows (including preparatory exercises), or land motor vehicle shows (including tests) subject  to declaration to or authorisation by public authorities, where responsibility rests with the Client as organiser  or participant; and 

(g) goods made of asbestos or lead. 

5.2. Package Size & Limits of the Method of Transport 

5.2.1. The Client acknowledges and agreesthat the indication it provides of the Package Size or Method of Transport  (as applicable) may affect the timeframe for Delivery of Goods and/or on the Fees. 

5.2.2. The Client will be informed, upon selecting the Package Size, that only Goods whose volume and weight within  the limits for each Package Size can be accepted by the Company, and that these limits correspond to the relevant Method of Transport. 

5.2.3. Should the Client wish to select the Method of Transport instead of the Package Size when making a Delivery  Request, the Client must notify the Company of this preference prior to making any particular Delivery  Request to ensure that the Company can adjust the Application accordingly. If the Client selects this option,  the Client will be informed, upon selecting the Method of Transport, that the Company can only accept Goods  whose volume and weight are within the Package Size limits corresponding to the chosen Method  of Transport. 

5.2.4. The Client represents and warrants to the Company, that it shall not request the Delivery of Goods outside  the limits set out in this Clause 5, according to the Package Size or Method of Transport selected. 

6. Processes for Deliveries 

6.1. Client Delivery Request 

6.1.1. To request a Delivery, the Client must provide the following essential information via the Application: (i) the Collection Address and the Sender's details; (ii) the Delivery Address(es) and the Recipient's  details, including a telephone number for the Client, Sender, or Recipient; (iii) the Package Size relating  to the Goods and/or the Method of Transport (as applicable). The Client acknowledges  that this information is essential for the Company to perform the Delivery. 

6.1.2. The Client represents and warrants to the Company that it will: (i) request the Delivery of Goods  to a specific named individual; (ii) have the prior consent of the Sender and Recipient to share their  personal information for the purpose of the Delivery; (iii)specify any details of the Goodsthat may affect  the Delivery, particularly if they do not match the selected Package Size or Method of Transport;

(iv) not request a Delivery to a Recipient or Delivery Address that is inaccessible or would require  unreasonable efforts to reach; (v) only use the Services for lawful purposes. 

6.1.3.Upon entering the required information, the Client will be provided with an estimated Fee  for the Delivery. 

6.1.4.An estimated time for the Delivery will also be provided. The Client acknowledges that all specified  timeframes are indicative, provided for guidance only, and do not constitute a guarantee or binding  commitment by the Company. 

6.2. Confirmation of the Delivery Request 

6.2.1.Request Assignment. When the Client submits a Delivery Request, it is assigned to an Independent  Courier at the Company’s operational discretion. Assignment is based on objective criteria, including  the distance between the Courier’s current location and the Collection Address, the selected Package  Size or Method of Transport, and the distance to the Delivery Address. 

6.2.2.Acceptance and Contract. The contract for the Delivery is formed only upon the Company’s  confirmation of acceptance, which will be sent to the Client by text message or an in-app notification.  This confirmation indicates the Company has accepted the Client’s offer and is now bound to perform  the Delivery as set out with these Terms and Conditions. 

6.2.3.Modifications. Once a Delivery Request has been accepted, it may not be modified by the Client, unless  expressly agreed in writing by the Company. 

6.3. Communication 

6.3.1.Contacting Parties: To facilitate a Delivery, the Courier may need to contact the Client, the Sender, or  the Recipient by phone. The Client must ensure it is contactable on the number provided in its Account. 6.3.2.Consent: By providing the contact details of a Sender or Recipient, the Client warrants that it has  obtained their explicit consent, in accordance with applicable Data Protection Laws, for the Company  to use their personal information for the purposes of the Delivery. 

6.3.3.Data Security: To protect privacy, the Application facilitates communication without revealing phone  numbers. The Application does not support telephone calls over the Internet. All calls are made through  the Application and routed via the Device's cellular network. 

6.4. Execution of Delivery 

6.4.1.Collection of Goods. The Courier is deemed to be in possession of the Goods once confirmation  has been logged on the Application. 

6.4.2.Waiting Time and Cancellations. The Client is responsible for ensuring that the Goods are ready  for collection at the scheduled time. If the Goods are not available, the Courier may wait for up  to 15 minutes(the “Waiting Time”). If the Goods are still not ready after the Waiting Time, the Company  reserves the right to cancel the Delivery, and a Cancellation Fee may be charged to the Client. 

6.4.3.Delivery Route and Time. A route may be recommended by the Application, but the Independent  Courier is under no obligation to follow it. The timeframes provided for Delivery are estimates only and do not constitute a binding commitment. The Company will, however, use its best efforts to complete the Delivery within a reasonable timeframe, taking into account the Goods, the Method of Transport, traffic, and weather conditions.

6.5. Delivery of Goods 

6.5.1.Delivery to Recipient. The Delivery of Goodsisrecorded by the Independent Courier via the Application  on their Device. Delivery confirmation may be evidenced by one or more of the following: a) the Courier confirming the Delivery in the Application, 

1. b) a photograph taken as proof of Delivery, 
2. c) verification of a numeric PIN code provided to the Recipient, or 
3. d) the Recipient'ssignature. 

6.5.2.Notification and Invoice. Once the Delivery is complete, a notification will be sent to the Client  via the Application, including an invoice and a statement reference as outlined in Clause 8. 6.5.3.Client Conduct. The Client must not send messages of an injurious, insulting, degrading, or defamatory  nature to or about the Independent Couriers. The Company reserves the right to delete any such  messages immediately and take further action if necessary to protect its subcontractors. 

6.6. Return of Goods 

6.6.1. Failed Delivery. If a Courier is unable to successfully deliver the Goods to the Recipient, they will make  reasonable attempts to contact the Client, the Sender, or the Recipient. If these attempts  are unsuccessful, the Company reserves the right to cancel the Delivery in accordance with Clause 6.7.2.  and a Cancellation Fee may be applied. 

6.6.2.Return Process. If a Delivery is cancelled due to the Courier’s inability to contact the Client, the Sender,  or the Recipient, the Company will arrange for the Goods to be returned to the Sender or to the Client,  as appropriate. The Company will not dispose of any Goods unless it has received the Client’s express  written instructions to do so. The Client will be responsible for the cost of this return Delivery, charged  in accordance with the applicable Fees. 

6.7. Cancellation of Delivery 

6.7.1. Cancellation by the Client 

1. a) The Client may cancel its Delivery Request at any time before the Goods are collected from  the Collection Address. Cancellation within two (2) minutes of submitting the Delivery Request via the Application isfree of charge. If the Client cancels after the initial two (2) minutes but before  collection, a Cancellation Fee will apply, the amount of which is determined and communicated  by the Company from time to time. 
2. b) Once the Goods have been collected by the Independent Courier from the Collection Address, the Delivery can no longer be cancelled. However, at any time thereafter, the Client may request  a 'reverse' Delivery of Goods via the Application to return the Goods to the Client, the Sender,  or another individual. Any such request will be subject to the usual Fees calculated in accordance  with Clause 8. 
3. c) For the avoidance of doubt, the Company plays no role in the Client’s decision to cancel a Delivery  Request under this Clause but may process the cancellation via the Application if requested. 

6.7.2. Cancellation by the Company 

1. a) Company reserves the right to refuse to perform a Delivery or to cancel a Delivery Request  in progress where:

(i) the Delivery is inconsistent with these Terms and Condition, including but not limited  to situations involving Excluded Goods or where the Package Size does not comply  with the contractual requirements; provided that, if a Courier has already arrived  at the Collection Address and confirmed the foregoing on site, the Customershall be liable  to pay the applicable Cancellation Fee. 

(ii) for objective reasons, the Company is unable to perform the Delivery in accordance  with the Terms and Conditions, including, without limitation, due to adverse weather  conditions, public events, inability to comply with standards arising from food and health  safety regulations, hygiene or sanitary conditions, or other applicable legal requirements; 

(iii) no Independent Couriers are available to accept the Delivery Request; 

(iv) a Force Majeure Event occurs; 

(v) the Recipient fails to answer telephone calls from the Courier in connection  with the Delivery of Goods; in which case the Client shall bear the Fee of the Delivery  to the Delivery Address as well as the Fee of returning the Goods to the Collection  Address,calculated on the same basis as the Delivery to the Delivery Address. 

(vi) the Waiting Time at the Collection Address exceeds fifteen (15) minutes, in which case  a Cancellation Fee shall apply; or 

(vii) the Waiting Time at the Delivery Address exceeds five (5) minutes, in which case the Client  shall bear the Fee of the Delivery to the Delivery Address as well as the Fee of returning  the Goods to the Collection Address, calculated on the same basis as the Delivery to the Delivery Address. 

1. b) For the avoidance of doubt, all cancellations under this Clause are decisions of the Company, and the Company shall remain solely responsible for implementing them. 

6.8. Delivery Requirements 

6.8.1.Compliance with Standards. Independent Couriers engaged by the Company are self-employed  and retain full discretion over how they perform Deliveries. The Company does not supervise, direct, or control the manner or method in which Couriers perform their work and does not impose working  hours or performance penalties. The Company will take commercially reasonable steps to encourage  Independent Couriers to comply with the minimum standards set out below and with any specific  requests made by the Client, whether through the Application or communicated directly  to the Company. Nothing in the Clause 6.8. creates a guarantee of performance by the Company  or any Independent Courier. The Client acknowledges that it has no right to supervise, direct, or control  Independent Couriers in connection with the performance of Deliveries. The Client further  acknowledges that Independent Couriers are free to determine their own working hours, Methods  of Transport, and are not required to provide their services exclusively to the Company or the Client. 

6.8.2.Specific Delivery Conditions. If a Delivery Request requires specific transport conditions  (e.g., for hygiene, temperature, or fragile products), the Company will use best efforts to ensure that  the Independent Couriers’ equipment and Method of Transport meet these specifications before  accepting the Delivery. 

6.8.3.Required Equipment. Independent Couriers are responsible for providing and maintaining the equipment necessary to perform Deliveriessafely and in accordance with the Delivery requirements.  The Company will use reasonable endeavours to communicate and, where practicable, verify such  requirements with the Independent Couriers. 

6.8.4.Professionalism and Care. The Company will take appropriate measures to promote professionalism  and high standards of care by Independent Couriers. In particular, the Company encourages Couriersto: a) act professionally and with the highest level of care;

1. b) handle Goods responsibly to prevent damage, loss, or destruction; 
2. c) refrain from prejudicial conduct, including harassment, threatening behavior, or fraud; d) maintain a professional and tidy appearance and appropriate personal hygiene; 
3. e) be polite and courteous to the Client and Recipients. 

6.8.5.Compliance with Policies and Legal Requirements. Independent Couriers are solely responsible  for complying with all applicable legal and regulatory requirements, including, without limitation,  any age-verification obligations applicable to certain products (for example, alcohol). Stuart represents  and undertakes that its agreements with Independent Couriers reflect that they are responsible for: 

(i) complying with all Applicable Laws, including obtaining, holding, and maintaining any permits,  licences, registrations, or other authorisations necessary to perform the Delivery of Goods in the United  Kingdom; and (ii) ensuring that their Method of Transport is at all times (a) suitable for performing  Deliveries of Goods, and (b) maintained in good operating condition, consistent with applicable safety  and maintenance standards. While the Company does not control or supervise the Independent  Couriers, it will use reasonable endeavours to communicate to them any reasonable operating  standards notified by the Client, such as those relating to premises, parking, or pick-up procedures. 

6.8.6.Timeliness. Estimated Delivery times are indicative only. The Company will use reasonable efforts  to facilitate the timely performance of Deliveries by Independent Couriers, but the Company shall  not be responsible for any delay caused by factors outside its reasonable control. Where practicable,  the Company will notify the Client of any material delay and request instructions. 

6.8.7.Client Obligations. The Client must comply with the following requirements: 

1. a) act professionally and decently towardsIndependent Couriers; 
2. b) refrain from any action prejudicial to the Couriers; 
3. c) allow Couriers reasonable access to facilities on Client premises (e.g., drinking water and toilet  facilities), in accordance with legal requirements. 
4. Complaints Procedure 

7.1. Incidents 

7.1.1. The Company shall immediately inform the Client of any incidents (e.g., incorrect Delivery Address, refusal  to accept the Goods). 

7.1.2. The cost of any re-delivery resulting from an error made by the Client or the Recipient shall be borne  by the Client in accordance with the agreed Fees. 

7.1.3. Any complaint regarding a Delivery shall be submitted in accordance with the procedure specified below. 7.2. Procedure 

7.2.1. If any Goods are damaged or any other incident occurs in connection with a Delivery, the Client may submit  a complaint within seven (7) days from the date of Delivery (or, in the case of non-delivery, within seven (7) days from the date on which the Goods should have been delivered). 

7.2.2. Complaints must be submitted via the Account. 

7.2.3. The Client must provide the Company, via the Account, with (i) evidence of the damage or incident  (for example, a photograph of the damaged Goods); and (ii) proof of purchase (invoice or receipt), within  seven (7) days of submitting the complaint. 

7.3. Complaints Submitted Directly by the Recipient 

7.3.1. The Client is responsible for managing all complaints submitted by Recipients.

7.3.2. If a Recipient submits a complaint relating to a Delivery directly to the Company, the Company will promptly  notify the Client of the complaint. 

7.3.3. In such cases, the Client must fully cooperate with the Company in investigating and resolving the complaint.  This includes: 

1. a) providing all necessary information and documents in a timely manner; and 
2. b) taking all reasonable steps to ensure that the matter is resolved promptly and lawfully, with due regard to the rights of the Parties and the Recipient. 

7.3.4. The Client and the Company will cooperate in good faith to minimise any risks or losses arising from such complaints. 

7.4. Time Limits for Claims 

7.4.1. After the expiry of (i) fourteen (14) days for submitting a complaint, or (ii) seven (7) days for providing  supporting evidence, the Client will lose the right to pursue any claim against the Company in connection  with any damage or incident related to a Delivery. 

7.4.2. If a complaint is accepted, the Company will refund the Client an amount equal to the price of the Goods  as evidenced by the relevant receipt or invoice. However, the total refund payable in respect of any single  incident will not exceed fifteen pounds sterling (£15). 

7.5. Set Off 

7.5.1. If, on the date a complaint is accepted, the Client owes any outstanding sums to the Company, the Company  may set off the amount due to the Client under the complaint against any amounts owed by the Client  to the Company. 

7.5.2. If the Client’s outstanding debt exceeds the value of the approved complaint, no refund will be made. 8. Fees and Payment 

8.1. Fees 

8.1.1. Calculation of Fees: The Fees for a Delivery are calculated automatically by the Application based on various  factors, including the Method of Transport, the Package Size, the distance, and current supply and demand. 8.1.2. Display of Fees: The final, all-inclusive Fee for a specific Delivery will be displayed to the Client  on the Application for review and acceptance before the Client confirms the Delivery Request. 8.1.3. Payment: By submitting a Delivery Request, the Client agrees to pay the Fee displayed. 8.1.4. Fee Structure: All Fees are paid to the Company for the provision of the Application and Deliveries of Goods. 

8.2. Payment Terms 

8.2.1. Payment Obligation: The right to use the Application and Services is conditional on the payment of the Fees. 8.2.2. Payment Method: Fees and any applicable Cancellation Fees (including VAT) shall be paid in pounds sterling  and can be made by bank card or by bank transfer to the Account. 

8.2.3. Billing: The Fees for all Services are collected directly by the Company. The Client acknowledges  that it is paying the Company for the provision of the complete service, which includes both the Application  and the Delivery of Goods.

9. Access to and Availability of the Application and Services 

9.1.The Services are accessible exclusively online through the Application. 

9.2.The Company shall use all reasonable efforts to make the Application and the Services available during its normal  operating hours, as determined from time to time by the Company. The Client acknowledges, however,  that access may be interrupted or suspended, including for maintenance, upgrades, or technical reasons beyond  the Company’s control. The Company gives no warranty asto the continuous availability of the Services, the speed  of access to the Application, or the performance of the Client’s device in connection with the Services. 

9.3.The Company reserves the right to modify, suspend, or discontinue all or any part of the Application  or the Services at any time, whether temporarily or permanently, without prior notice to the Client and without  any liability to pay compensation. 

9.4.The Company shall use reasonable efforts to arrange for the collection and Delivery of Goods by Independent  Couriers within the Client’s geographical area. However, the Client acknowledges and agrees that: 9.4.1. the availability of any Independent Courier at any time is not guaranteed; 

9.4.2. acceptance of any Delivery Request by an Independent Courier is at their discretion; 9.4.3. the timing or Method of Transport of any Delivery is not guaranteed; and 

9.4.4. where Independent Couriers are unavailable or circumstances prevent a Delivery, the Company may decline,  delay, or cancel the Delivery Services. Such actions do not constitute a breach of these Terms and Conditions  or give rise to any claim for damages or compensation. 

10. Guarantees – Liability – Force Majeure 

10.1. Guarantee of the Client 

10.1.1. The Client is solely responsible for the use it makes of the Services accessed via the Application. 10.1.2. In accessing the Application, the Client represents and warrants that it shall not, and shall procure  that any employee, worker, contractor, agent, or representative acting on its behalf shall not: a) access and/or use the Application and/or the Services for illegal purposes or with the aim of harming  the reputation or image of any Party, and more generally shall not infringe the rights, including  intellectual property rights, of the Company or any third party; 

1. b) use devices or software other than those provided or expressly authorised by the Company  in a manner that: (i) affects or attempts to affect the proper operation of the Application and/or the Services; or (ii) extracts, modifies, or views all or part of the Application on any medium other  than the Client’s device, even temporarily or for customised use; 
2. c) directly or indirectly market the Services, access to the Services, or access to the Application; d) reuse all or part of the Application, particularly for commercial, collective, or personal purposes,  in any form or media not expressly authorised by the Company; 
3. e) exploit the Services or any data accessed via the Services or the Application for commercial or personal purposes in any form or media not expressly authorised by the Company; 
4. f) limit or attempt to limit access to or use of the Application and/or the Services; 
5. g) modify any content or element of the Services or the Application, including content stored  in temporary memory; or 
6. h) knowingly transmit, send, or upload any data or material containing viruses, Trojan horses, worms,  time-bombs, keystroke loggers, spyware, adware, or any other harmful programs or code designed  to adversely affect computer software or hardware. 

10.1.3. In the event of any breach of these obligations, and without thislist being exhaustive, the Client acknowledges  and agreesthat the Company shall have the right to refuse the Client—orits employees, workers, contractors,

agents, or representatives, as applicable—access to all or part of the Application and/or Services, unilaterally  and without prior notice. 

10.2. Liability of the Client 

10.2.1. The Client is solely responsible for compliance with all applicable laws and regulations, as well as with these  Terms and Conditions, and for any damages that may arise from breaches or violations. 

10.2.2. The Client shall be liable for, and shall indemnify and hold harmless, the Company and/or any third party  in respect of any claims, complaints, remedies, or petitions of any nature resulting from such breaches  or violations, including but not limited to matters relating to: 

1. a) the use of the Application by the Client; 
2. b) the Client’s obligations under these Terms and Conditions; 
3. c) the Client’s instructions or requests regarding the delivery of Goods; and 
4. d) any damages or losses caused by the Client’s own acts or omissions. 

10.2.3. The Client shall regularly verify that it has the latest version of the Application and that it is compatible  with its Device. 

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

10.3. Indemnity 

Each Party agrees to indemnify, defend, and/or settle, and hold harmless the other Party from any loss, damage,  or expense (including reasonable legal costs) incurred by the other Party in connection with any third-party claim, to the extent such claim arises from the indemnifying Party's breach (or its employees, workers, contractors, agents,  or representatives, as applicable) of these Terms and Conditions. 

10.4. Limitation of Liability of the Company 

10.4.1. Exclusion of Certain Losses. The Company shall not be liable to any Client (nor any of its employees, workers,  contractors, agents, or representatives), whether in contract, tort (including negligence), for breach  of statutory duty, or otherwise, arising under or in connection with these Terms and Conditions, for: 

1. a) loss of profits,sales, business, agreements or contracts, anticipated savings, or goodwill; b) any indirect or consequential loss; 
2. c) losses arising in connection with any Force Majeure Event; 
3. d) losses arising from information provided by Clients, including the dissemination of such  information via the Application, including loss of use or corruption of software, data,  or information; 
4. e) losses arising in connection with any use of the Application and/or Services by a Client in breach  of these Terms and Conditions; 
5. f) losses arising in connection with: (i) the use or unavailability of the Services and/or Application,  or (ii) access to the Services and/or Application by an unauthorised user; 
6. g) losses arising from any malfunction relating to the Client’s Device or its Internet connection while  accessing the Application and/or Services; 
7. h) losses arising from downloading an incorrect or incompatible version of the Application, or in  circumstances where the Client breaches the rules of the Apple App Store or Google Play Store. 4.2. Delivery of Goods and Independent Couriers. The Company engages Independent Couriers to perform  Deliveries. While the Company exercises commercially reasonable effortsto ensure the quality and timeliness  of Deliveries, Independent Couriers remain self-employed and operate independently. Accordingly,

the Company shall not be liable for any loss, errors, delays, or damages resulting directly from the acts,  omissions, or negligence of any Independent Courier, except to the extent required by applicable law,  or where such loss arises as a direct result of the Company’s own negligence, willful misconduct, gross  negligence, fraud, or failure to exercise reasonable care in the performance of its contractual obligations. 

10.4.3. Liability Cap. Subject to Clauses 10.4.1., 10.4.2. and 10.4.4., the Company’s total aggregate liability  to the Client, whether in contract, tort (including negligence), for breach of statutory duty (including any duty  under Data Protection legislation), under any indemnity, or otherwise, arising under or in connection  with these Terms and Conditions, shall not exceed the lesser of (i) the actual cost of the Goods as evidenced  by a valid and itemized purchase receipt or invoice provided by the Client; or (ii) a maximum of fifteen pounds  sterling (£15) per Delivery. Any other claim, indemnity, or cause of action (including any arising from  or relating to the Processing of Personal Data) arising under or in connection with these Terms and Conditions  shall be limited to fifteen pounds sterling (£15) per claim. 

10.4.4. Non-Excludable Liability. For the avoidance of doubt, nothing in these Terms and Conditions limits  or excludes the Company’s liability for: (i) death or personal injury caused by its negligence; (ii) fraud  or fraudulent misrepresentation; or (iii) any other liability which cannot be limited or excluded at law. 

11. Intellectual Property 

11.1. Intellectual Property Rights 

11.1.1. The Client acknowledges that all Intellectual Property Rights in and to the Application are and shall remain  the exclusive property of the Company. The Client shall have no rights in or to the Application other  than the limited right to use it in accordance with these Terms and Conditions. 

11.1.2. Except with the prior written consent of the Company, the Client shall not, under any circumstances: a) combine the Application with any other work, including any software; 

1. b) make the Application available, by any means, to any third party; or 
2. c) lease, sublicense, assign, or otherwise transfer all or any part of the Application to any third party,  including any company or entity within the Client’s corporate group. 

11.1.3. The Client is strictly prohibited from using the Application for any purpose other than as expressly permitted  under these Terms and Conditions. 

11.2. Interoperability 

11.2.1. If the Client intends to use interoperability information relating to the Application for the purpose of enabling  interoperability with other software, the Client shall notify the Company in advance and seek to agree with  the Company the terms governing any such disclosure or use of information. The Client shall not carry out any  decompilation of the Application unless and until such agreement has been reached with the Company. 

12. Personal Data 

The Client agrees to the Data Processing Appendix (Schedule 1) which forms part of the T&Cs and sets out  the obligations with which the Company must comply in relation to the protection of Personal Data processed  on behalf of the Client.

13. Confidentiality 

13.1. Each Party shall keep strictly confidential and shall not disclose to any third party, directly or indirectly, any confidential information (“Confidential Information”) communicated by or on behalf of the  other Party, unless such information: 

13.1.1. is or becomes public knowledge other than through a breach of these Terms and Conditions; 13.1.2. was lawfully in the possession of that Party before disclosure; or 

13.1.3. is lawfully obtained from a third party who is not under any duty of confidentiality. 13.2. Each Party shall use all reasonable endeavours to prevent the unauthorised disclosure or use of Confidential  information. 

13.3. For the purposes of this Clause, Confidential Information includes(without limitation): 13.3.1. the address, surname and forename of the Client and its clients; 

13.3.2. the address, surname and forename of the Recipient; 

13.3.3. the address, surname and forename of the Sender; 

13.3.4. the telephone numbers of Clients or third parties communicated through the Application; 13.3.5. any information relating to the Goods being delivered; and 

13.3.6. any photographs or images revealing the above information. 

13.4. The Client shall not attempt to extract, copy, or otherwise appropriate any information from the Application or the Company’s databases, nor shall it reuse, reproduce, or exploit any part of the data made available  through the Application. 

13.5. Notwithstanding the foregoing, each Party may disclose Confidential Information to any of its Authorized  Parties to the extent necessary for the performance of Deliveries or the provision of the Services.  For the purposes of these Terms and Conditions, “Authorized Parties” means a Party’s employees,  representatives, agents, independent subcontractors, service providers, or any other person or entity engaged  by that Party in connection with the performance of the Services. Each Party shall ensure that such Authorized  Parties are bound by confidentiality obligations no less protective than those in these Terms and Conditions. 

14. Suspension and Termination 

14.1. Without prejudice to any other rights or remedies available to it, either Party may terminate these Terms  and Conditions at any time with immediate effect by using the termination procedure available through  the Application. 

14.2. On termination of these Terms and Conditions: 

14.2.1. any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination,  including the right to claim damages for any breach that existed before termination, shall not be affected; 14.2.2. Clients shall delete and/or destroy any Personal Data relating to their clients that they have obtained  in connection with the provision or receipt of the Services; 

14.2.3. the following provisions shall continue in full force and effect: Clause 10.4. (Limitation of Liability  of the Company), Clause 11 (Intellectual Property), Clause 13 (Confidentiality), and Clause 17 (Applicable Law  and Jurisdiction). 

14.3. The Company may suspend any Client’s access to the Application or Services at any time and on such terms  as it considers appropriate, including for the purpose of investigating any suspected breach of these Terms  and Conditions. 

14.4. During any period of suspension, the Client shall have no right to access or use the Application or the Services. 14.5. In the event of suspension or termination of these Terms and Conditions under this Clause 14, the Client  shall not be entitled to any reimbursement, refund, or compensation for any loss or damage suffered by it or any  third party as a result of such suspension or termination.

15. Assignment and Transfer 

15.1. The Company may at any time assign, transfer, mortgage, charge, subcontract, declare a trust over, or otherwise  deal with any or all of its rights or obligations under these Terms and Conditions. The Client agrees to accept  any change in the ownership or control of the Company and acknowledges any successor or transferee  as its contractual counterparty for the purposes of these Terms and Conditions. 

15.2. The Client may not assign, transfer, mortgage, charge, subcontract, declare a trust over, or otherwise deal with  any of its rights or obligations under these Terms and Conditions without the prior written consent  of the Company. Any attempt to do so without such consent shall be void and shall entitle the Company  to terminate the Client’s account or access to the Application and Services with immediate effect, without  prejudice to any other rights or remedies available to the Company. 

16. Miscellaneous 

16.1. Entire Agreement. All Deliveries are governed by the contractual framework defined herein and are protected  by insurance in accordance with the terms specified in the appendices to these T&Cs. These T&Cs, together  with all appendices, constitute the entire agreement (the “Agreement”) between the Client and the Company  regarding the use of the Application and the Services provided. Any prior or contemporaneous understandings,  agreements, or representations, whether written or oral, are hereby superseded. 

16.2. Severance. If any provision or part of a provision of the Agreement is or becomesinvalid, 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 of a provision shall be deemed deleted.  Any modification to or deletion of a provision under this clause shall not affect the validity and enforceability 

of the remaining provisions. The Parties shall negotiate in good faith to amend any invalid, illegal  or unenforceable provision to achieve, to the greatest extent possible, the intended commercial result  of the original provision. 

16.3. Third Party Rights. A person who is not a Party to this Agreementshall have no rights under the Contracts(Rights  of Third Parties) Act 1999 to enforce any term of this Agreement. This does not affect any right or remedy  of a third party which exists, or is available, apart from that Act. 

16.4. Accrued Interest. Any interest accrued or accruing on sums paid to the Company for any reason (including  payment, prepayment or refund) shall accrue solely to the benefit of the Company and to no other person. 16.5. Waiver. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law  

shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise  of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict  the further exercise of that or any other right or remedy. 

16.6. Variation. No variation of this Agreement shall be effective unless it is in writing and signed by an authorised  representative of the Company or accepted via the Application in accordance with Clause 2.2. 16.7. Independence of the Parties. Nothing in this Agreement creates a partnership, joint venture, employment,  agency, or other subordinate relationship between the Parties, nor authorises any Party to act on behalf  of another except as expressly provided in this Agreement. Each Party acts on its own behalf. The Company  provides the Application enabling Clients to request, schedule, track, and pay for Deliveries, and performs  the Deliveries of Goods through Independent Couriers, who remain independent contractors. 16.8. Relationship with Clients. Independent Couriers engaged by the Company are not employees, agents,  or contractors of the Client, and no contractual, employment, or agency relationship exists between  any Independent Courier and the Client. The Client’s sole contractual relationship is with the Company.

17. Applicable Law and Jurisdiction 

17.1. The Agreement shall be governed by and construed in accordance with the laws of England and Wales. 17.2. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement, including any non-contractual disputes  or claims. 

17.3. In the event of any difficulty regarding the interpretation, performance, or termination of the Agreement, the Parties shall first attempt to resolve the matter amicably. Failing such resolution, the Parties expressly submit to the exclusive jurisdiction of the courts of England and Wales, to the fullest extent permitted by applicable law. 

Schedule 1- Data Processing Appendix 

1. Introduction 

This Data Processing Appendix (DPA or Appendix) reflects the Parties’ agreement on the terms governing  the Processing of certain data in connection with the Data Protection Laws. 

The Company reserves the right to amend this Appendix at any time during the term of the T&Cs by written notice  from time to time as the Parties reasonably consider necessary to comply with any legal requirement or guidance  from a Supervisory Authority, orifrequired to take account of any changesto the Processing of Personal Data pursuant  to the Terms and Conditions. 

The Parties undertake to comply, as far as they are concerned, with the Data Protection Laws. II. Definitions and Interpretations 

The terms defined in this Appendix shall have the meaning indicated in the T&Cs, where applicable, or otherwise  as defined below. 

Notification Email Address means the email address (if any) designated by the Client to receive certain notifications  from the Company relating to this Data Processing Appendix. 

Standard Contractual Clauses means all clauses resulting from the European Commission’s decision of 5 February  2010 and of the 4th of June 2021 regarding standard contractual clauses for the transfer of Personal Data to Data  Processors established in third countries, as amended. 

III. Application of this Appendix 

This Appendix applies to the Processing of Personal Data performed by the Company on behalf of the Client. IV. Purpose 

This Appendix stipulates the conditions in which the Company Processes Personal Data on behalf of the Client.

1. Processing of Data 

The Parties acknowledge that the Processing of Personal Data is necessary for the provision of the Services. The Client  undertakes to provide the Company with such Personal Data as is necessary to perform the Services. The details  of the Personal Data to be Processed are summarised in the Addendum A to this Appendix. 

1. Controller and Processor - Roles and Responsibilities 
2. The Parties acknowledge and agree that, for the purposes of this Appendix, the Company shall: (a) act as a Data Processor where the Client is a Data Controller, or 

(b) as a Sub-Processor where the Client is a Data Processor. 

2. To the extent that the Client acts as a Processor, the Client warrants on an ongoing basis that the relevant  controller has authorised: 

(a) the instructions; 

(b) the Client’s appointment of the Company as a Sub-Processor; 

(c) the Company’s engagement of Sub-Processors as described in Section VI. 

3. The Client will immediately notify the relevant Controller of any notice provided by the Company as set out in Section VI. 
4. Client Instructions 
5. By agreeing to this Appendix, the Client instructs the Company to process Personal Data in accordance with  the applicable Data Protection Law for the following purposes: 

(a) to provide the Client the Services as described in the Terms and Conditions and any related technicalsupport; (b) to documented in the form of the Terms and Conditions, including this Appendix; 

(c) as further documented in any other written Instructions given by the Client and acknowledged by the Company as constituting instructions for the purposes of this Appendix (collectively, the Instructions). 

1. The Company’s Obligations 
2. Accordingly, the Company undertakesto: 

(a) comply with the Instructions unless prohibited to do so by the Data Protection Laws or any other applicable  law. The Company will notify the Client without undue delay if, in the Company’s opinion: i. an applicable law prohibits the Company from complying with an Instruction; 

1. an Instruction does not comply with the Data Protection Laws; or, 

iii. the Company is otherwise unable to comply with an Instruction, in each case unless such notice is prohibited by law; 

(b) provide all reasonable assistance to the Client to ensure compliance with the Data Protection Laws,  in particular in relation to: 

1. carrying out of Data Protection Impact Assessments; 
2. responses to Data Subjects’ requests to exercise their rights under Data Protection Laws; and, iii. engagement with Supervisory Authorities; 

(c) promptly inform the Client of any requests made directly to it and, in general, of any developments affecting  the Processing of Personal Data performed on behalf of the Client; 

(d) maintain and be responsible for maintaining sufficient Records of Processing to demonstrate compliance  with the Data Protection Laws in respect of the Processing that it performs on the Client's behalf; (e) take all measures necessary to preserve the integrity, availability, and confidentiality of the Personal Data.

In particular, the Company shall maintain, having regard to the state of the current technological development  and best practice, the appropriate technical and organisational measures to ensure a level of security  proportionate to the risks presented by the Processing and the nature of the Personal Data Processed; 

(f) notify the Client promptly of a Personal Data Breach. In this situation, the Company shall communicate to the  Client promptly all the information available to it regarding the conditions surrounding the Personal Data  Breach and in particular the nature and the extent of the impacted Personal Data, the number of Data Subjects  concerned, the likely consequences and the technical measures implemented when the Breach took place; 

(g) deliver its notification of any Personal Data Breach to the Notification Email Address or, at the Company’s  discretion (including if the Client has not provided a Notification Email Address), by any other reasonable  means of communication. The Client is solely responsible for providing the Notification Email Address and  ensuring that this is current and valid; 

(h) assist the Client with responding to any requests from a Supervisory Authority regarding the incident.  The Client remainssolely responsible for complying with incident notification laws applicable to the Client and  fulfilling any third-party notification obligationsrelated to any Personal Data Breach or other Security Incident. 

2. The Client generally authorises the Company to engage a Sub-Processor under the following conditions: (a) the Company shall procure that any Sub-Processor shall comply with the same or substantively similar  obligations as set out in this Agreement; and 

(b) the Company will provide, upon request, the details of the Sub-Processors engaged on behalf of the Client. 

3. Transfers of Personal Data outside of the European Union 

(a) In the event that the Company transfers Personal Data to a country outside the European Economic Area that  has not been subject to a current finding by the European Commission that the territory provides an adequate  level of protection of Personal Data, the Company will ensure that it puts in place the necessary safeguards  in accordance with the Data Protection. 

(b) In the event that the Company or a Sub-Processor is established in a Third Country, the former undertakes to sign with the Data Controller the Standard Contractual Clauses. 

4. Retention of Personal Data 

On expiry of the Contract, the Company undertakes to, upon request and as agreed with the Client, return  or to destroy all of the Personal Data processed on behalf of the Client. 

5. Audits 

(a) The Client, if it so wishes and up to one (1) time per year, may carry out an audit, directly or through  the intermediary of any independent external subcontractor that is not a direct competitor of the Company,  in order to ensure that the Company’s obligations have been performed, but also in order to respond to  any request by a judicial or administrative authority. 

(b) The Client shall communicate to the Company, at least thirty (30) working days before any request to exercise  the right to audit, the date of the audit as well as the name and references of the auditors. The Company  reserves the right to refuse the persons appointed to carry out the audit. In the event of a refusal, the Parties  shall meet to agree on the appointment of the Any dispute shall be referred to the competent courts. 

(c) The Company shall work with the auditor in good faith and shall communicate all information, documents or explanations needed to carry out the audit and shall allow him access to all the Company’s sites, computer  facilities, tools and resources used to provide the services. 

(d) Nothing in this Appendix will require the Company to disclose or provide access to the Client or its third-party  auditor: 

1. any data of any other Client; 
2. any Company trade secret;

iii. any information that Client or its third-party auditor seeks to access for any reason other than  the good faith fulfilment of Company’s obligations under the Data Protection Laws; 

1. any information that could compromise the security of Company systems or cause a breach  of the Company’s obligations under the Data Protection Laws or any other applicable legislation  or its security or data protection obligations to another Client or third party. 

VII. Effect of this Appendix 

1. Order of Precedence. If there is any conflict or inconsistency between the SCCs, this Appendix, and the remainder  of the Agreement, then the following order of precedence will apply: the SCCs, the remainder of this Data  Processing Appendix; and the remainder of the T&Cs. 
2. Subject to the amendments in this Data Processing Appendix, the T&Cs shall remain in full force and effect. 3. Modification of SCCs. Nothing in the Agreement (including this Data Processing Appendix) is intended to modify  or contradict any SCCs or reduce the fundamental rights or freedoms of data subjects under the Data Protection  Laws. 
3. No Effect on Controller Terms. This Data Processing Appendix will not affect any separate,specific terms between  the Company and Client reflecting a Controller-Controller relationship or for a service other than or additional to those set out in the Terms and Conditions. 

VIII. Data Protection Officer 

The Company has appointed a Data Protection Officer to oversee the management and protection of Personal Data.  For any request in relation to data protection, the Company can be reached via email at the following address:  dpo@stuart.com 

1. Client’s Responsibilities 
2. The Client is responsible for: 

(a) it’s use of the Company’s Services and agrees to make appropriate use of the Services to ensure a level  of security appropriate to the risk to the fundamental rights and freedoms of the Data Subjects concerned by the Processing including the securing of authentication credentials, systems, or devices the Client employs  to access the Company Services; 

(b) providing the Notification Email Address and ensuring that this is current and in service; (c) if the Client becomes aware that any Personal Data provided by them is inaccurate or outdated, rectifying or deleting that data if required by the Data Protection Laws; and 

(d) communicating with and notifying the Supervisory Authorities or Data Subjects where obliged to by the Data  Protection Laws or any other applicable law. 

Addendum A: Details of Processing Activities

INDEPENDENT COURIER SERVICE AGREEMENT: 

INDEPENDENT COURIER SERVICE AGREEMENT 

This Agreement sets out the terms and conditions that govern the relationship between Stuart and the Independent Courier. 

Section 1: Your Agreement with Us (Introduction) 

Welcome to Stuart! This document sets out the rules (called the "Terms" or the "Agreement")  that govern how we will work together. 

1. The Relationship 

1.1. Stuart's Role: Stuart's main role is to offer delivery services for goods to our customers  (who we call "Clients") and to provide a logistics platform that provides Independent Couriers  with delivery opportunities and enables the Clients to manage and oversee their deliveries.  

1.2. How You Fit In: To carry out these deliveries for our Clients, Stuart engages you,  the Independent Courier. You confirm that you are running your own business and are fully independent  of Stuart. 

1.3. Licence. We also give you a licence to use our technology, the Stuart app (the "Application") to make  these deliveries happen.  

1.4. The Contract: This Agreement defines the rules for your use of the Application and how you carry out  Deliveries of Goods. Important: Your contract for performing the delivery work is only with Stuart.  You do not have a contract or any direct relationship with Stuart’s Clients. 

1.5. Your Autonomy: We trust your professional judgement. Stuart will not supervise, direct, or control how you manage or complete a delivery. You are responsible for deciding the best way to do the work  as long as it's in accordance with this Agreement.  

Section 2: Key Words Explained (Definitions) 

To make sure everyone understands this Agreement, here are the meanings of the important words we use:

Section 3: Your Status and Business Responsibilities 

This section makes it clear that you are an independent business and sets out what that means  for both you and Stuart. 

3.1. Your Status as an Independent Contractor 

3.1.1. Self-Employed Status: You confirm that you are entering into this Agreement  as a self-employed independent contractor in business on your own account. This Agreement  is not a contract of employment. 

3.1.2. No Obligation to Offer or Accept Work (No Mutuality of Obligation): 

(a) Stuart is never obliged to offer you any Deliveries of Goods through the Application. (b) You are never obliged to accept any Deliveries of Goods offered to you through  the Application. You are entirely free to choose which, if any, deliveries you take.  

3.1.3. Freedom to Work for Others: You are completely free to provide services, deliveries,  or work for any other person or company (including competitors of Stuart) at any time, as long as you are  not actively performing a Delivery of Goods for Stuart. 

3.2. Your Right to Substitute 

3.2.1. Your Right to Use a Substitute: You have the right to arrange for a suitable  and qualified third party (Substitute) to perform any or all of the Deliveries of Goods you have accepted.  Subject to Clause 3.2.2., 3.2.3. And 3.2.4. Stuart has no right or ability to veto any appointment  of a Substitute, and Stuart's prior approval is not required.  

3.2.2. Your Responsibility for Substitutes: You remain fully responsible for the Substitute's actions and  for ensuring they meet all standards in this Agreement. Stuart will only pay you for the Delivery of Goods, and you are responsible for paying the Substitute and ensuring their compliance  with all applicable laws (including tax and modern slavery laws). 

3.2.3. Substitute Vetting & Reporting: You must ensure your Substitute is aged 18 or over,  has the right to work in the UK, and has the correct vehicle licence/hire & reward insurance. You must  also ensure that the Substitute does not have any unspent convictions and that they possess a full  and current driving licence (if applicable). Furthermore, the Courier must ensure the Substitute is not  an individual whose Account is suspended or has been previously terminated by Stuart. You must  notify Stuart of any substitution and provide the Substitute's identity within 24 hours. Stuart may audit  your compliance with these rules. 

3.2.4. Verification of Eligibility: Stuart reserves the right to introduce a procedure for verifying  the Substitute’s eligibility and supporting documentation. The Courier will be informed of any such  procedure in advance by electronic means, including via the Application or email. 

3.3. Your Business Costs and Financial Risk 

3.3.1. Your Responsibility for Costs: As a self-employed business, you are solely responsible  for all costs and expenses related to your business and the Deliveries of Goods, including vehicle  maintenance, fuel, insurance, tax, and National Insurance Contributions (NICs). 

3.3.2. Financial Risk: The agreed fee for each Delivery of Goods is fixed. If the delivery takes you longer  than you expect due to unforeseen circumstances, the fee will not increase.

Section 4: Licence to Use the Application 

This section explains your right to use the Application and the rules for its use. 

4.1. Grant of Licence 

4.1.1. The Licence: Stuart grants you a limited, non-exclusive, non-transferable, and revocable licence  to use the Application solely for the purpose of receiving, accepting, and performing Deliveries of Goods  under this Agreement in the United Kingdom. 

4.1.2. No Ownership: You acknowledge that you are only being given the right to use  the Application. You do not own the Application, its software, or any of Stuart's technology  or intellectual property. 

4.2. Rules for Use 

4.2.1. Account and Information: Your Account and Login Information are personal  and confidential. You must provide accurate, complete, and up-to-date information when registering,  including evidence of your identity, right to work in the UK, vehicle documentation, and insurance. 

4.2.2. Compliance: You must not share your Account (except for a Substitute), use bots/automated  methods, or attempt to modify or disrupt the Application. 

4.2.3. Suspension: Stuart may temporarily or permanently suspend your access to the Application if you  breach this Agreement or fail to meet the required conditions (e.g., failing background checks, lacking valid  right to work documents).  

Section 5: Payment Terms 

This section details how and when Stuart will pay you for the Deliveries of Goods you successfully  complete. 

5.1. Fee Structure 

5.1.1. Fees: The fee will be calculated and communicated to you before you accept the Delivery of Good  (Fees). Your acceptance confirms that the fee is sufficient to cover all your underlying business costs. 

5.1.2. Additional Payments: In addition to the Delivery Fee, you may also receive incentives  to perform Deliveries of Goods (Incentive Payments) and a Waiting Fee for time spent waiting  at the Collection Address (under conditions communicated to you). Such Incentive Payments shall  be at the discretion of Stuart and the eligibility conditions therefor shall be communicated  to the Independent Couriers by Stuart from time to time. 

5.2. Payment Process and Billing 

5.2.1. Successful Completion: Stuart will pay the agreed Fees upon the successful completion of the Delivery of Goods. 

5.2.2. Payment Schedule: Payments will be made directly to your nominated bank account  on a weekly basis. 

5.2.3. Tax Responsibility: You retain full liability for your legal and tax obligations (including  a self-assessment tax return and any obligation to collect VAT). Stuart is not responsible for advising you  on tax matters or for any penalties resulting from incorrect information or non-compliance.

5.3. Deductions 

Stuart may deduct from your payments any amounts you owe to Stuart under this Agreement  (e.g. liability for damaged Goods). 

Section 6: Acceptance and Changes to this Agreement 

This section explains how this Agreement is officially formed and how we will tell you if the rules change. 

6.1. Forming the Contract (Acceptance) 

6.1.1. To use the Application and perform Deliveries of Goods for Stuart, you must: 

(a) have a compatible Device; a “Device” means any mobile or other device (smartphone, PC, tablet, etc.)  with an internet connection, an operating camera, and the ability to download, install, use, or integrate  the Application and access its features; 

(b) register via the Application by following the on-screen instructions;  

(c) provide all requested credentials and information before being able to execute Deliveries of Goods.  This includes evidence of identity confirming you are 18 or over, right to work  in the UK, and right to operate the Vehicle (including vehicle and hire & reward insurance certification and  a full and current driving licence, as applicable). You must also provide limited company information,  VAT status, and any other evidence required to comply with legal or regulatory requirements. You warrant  and represent that all documentation provided is truthful, accurate, and not misleading. You must promptly  update this information in the event of any change (including changes to your Method of Transport)  in accordance with the process notified by Stuart. Failure to maintain accurate transport data may result  in you being offered Deliveries that you are unable to perform or accommodate; in such cases, Stuart  reserves the right to withhold any fees for that Request; 

(d) formally accept this Agreement by confirming your acceptance through the electronic interface provided when creating your Account. Such confirmation signifies that you have read, understood, and  agreed to all the Terms without modification. You must accept the Agreement without making any changes.  

6.2. Changes to the Agreement 

6.2.1. Stuart's Right to Change: Stuart reserves the right to make changes to this Agreement  at any time. 

6.2.2. When Changes Take Effect: Changes take effect immediately once the amended version is made  available. You must accept the amended Agreement to continue using the Services. 

6.2.3. Notification: If the change requires a new procedure, Stuart will inform you in advance  by email. If you object to a change, you must stop using the Application and performing Deliveries  of Goods.  

Section 7: The Delivery Process and Prerequisites 

This section explains the basic rules and service quality standards you should ensure to follow  when carrying out Deliveries of Goods. 

7.1. Excluded Goods (What You Cannot Carry). You must never accept or transport  the following types of items for a Delivery of Goods. Accepting these items is a serious breach  of this Agreement:

7.1.1. Dangerous/Illegal Items: Explosives, weapons, illegal drugs, or any items restricted by law  (e.g., alcohol to minors). 

7.1.2. High-Value/Specialist Items: Jewellery, money, banknotes, payment methods, or regulated materials  (e.g., certain chemicals). 

7.1.3. People and Animals: Living or deceased humans or animals. 

7.1.4. Hazardous Materials: Goods containing regulated toxic materials like asbestos or lead. 

7.2. Delivery Requirements and Professional Conduct 

7.2.1. You (and any Substitute you use) must comply with the following standards for professional  performance and service quality required by the nature of the Deliveries of Goods and any specific  requirements made by the Client or communicated by Stuart: 

(a) Method of Transport and Equipment: 

(i) You must use one Method of Transport of your choosing that is legally compliant  (MOT, tax, insurance), and maintained in good, roadworthy condition. You bear sole  responsibility for all costs, maintenance, and insurance of your chosen transport.  

(ii) You are responsible for procuring all equipment necessary to meet the specific delivery  requirements, such as maintaining correct temperature for Goods or protection for fragile items,  corresponding to the Method of Transport selected. Guidance on suggested equipment to meet  typical standards is available in the Stuart Help Centre. 

(iii) You must promptly notify Stuart of any changes to your Method of Transport, license,  or mandatory insurance documentation, as these are necessary conditions for accepting Delivery  Requests on the Application. This notification is essential to ensure that you are offered Delivery  Requests suitable for your specific vehicle type and capacity, particularly regarding large or heavy  items. Failure to provide accurate and up-to-date information may result in you being offered  Delivery Requests that you are unable to perform or accommodate. In the event that you are  unable to complete a Delivery due to arriving at a Collection Address with an incorrect  or unrecorded Method of Transport, Stuart reserves the right to withhold any fees (including  Delivery Fees or Waiting Fees) associated with that Request. 

(b) Professional Standards: You (and any Substitute) must conduct Deliveries of Goods  with the highest professional skill and diligence, ensuring the Goods are protected from damage or loss  and that all interactions with Clients and Recipients are professional.  

(c) Autonomy over Work: You are not required to log in or make yourself available at any time. When  you choose to make yourself available on the Application, you must activate geolocation to receive  Delivery Requests. You retain the absolute right to accept or refuse any Delivery Request presented  to you within the specified response time (e.g., usually 40 seconds), with no negative consequence  for refusal. 

(d) Age-Restricted Items: You must complete training and strictly comply with all age verification checks  and legal requirements. Compliance is a personal legal obligation for which you may be held  individually liable. Furthermore, strict adherence is essential to ensure that Stuart's Clients maintain  their statutory licences to sell and distribute such items. Any failure to perform these checks correctly  poses a direct risk to these licences and may result in immediate termination of your access  to the Application.  

(e) Physical Condition: You are responsible for ensuring your physical and psychological fitness  to safely and competently execute the Deliveries of Goods when you declare yourself available. 

7.3. Cancelling a Delivery (Your Right)

7.3.1. Discretionary Cancellation: You may cancel an accepted Delivery of Goods for any business reason  through the Application. Stuart plays no part in your decision to cancel  the job, and Stuart will not intervene in your exercise of this business judgment. However, any such  cancellation must be performed in accordance with the procedures set out in the Application and remains  subject to the provisions regarding payment eligibility set out in Clause 6.1.1(c). 

7.3.2. Non-Collection Payment: If you arrive at the Collection Address and have waited for more than 15  minutes (“Waiting Time”), you may request the cancellation of the Delivery of Goods.  If the Delivery is cancelled following your request, Stuart will pay you a fee as compensation for your  committed business time, as communicated via the Application.  

7.3.3. Force Majeure Event: If you cancel a Delivery of Goods due to a Force Majeure Event, you must  notify Stuart immediately. In this specific case, Stuart will ensure no fees are charged to the Client. 

7.4.What Happens After Delivery (Damaged or Lost Goods) 

7.4.1. Your Liability for Goods: If Goods are lost, stolen, materially damaged, or destroyed during the  Delivery of Goods due to your acts or omissions (or those of your Substitute), you are liable to Stuart  for the value of the Goods.  

7.4.2. Exemptions: You are not liable for loss or damage resulting from factors outside your control, such  as a Force Majeure Event, fault of the Client/Recipient, inherent defect of the Goods, or insufficient  packaging.  

7.5.Handling Refusals and Returns 

7.5.1. Recipient Refusal (Non-Fault): If the Recipient refuses to accept the Goods for any reason other than  provable destruction, damage, spoiling, loss, or theft (e.g., they change their mind),  you will be still entitled to the full fee as agreed upon before you accepted the Delivery Request, as your  service has been executed in full. 

7.5.2. Return Procedure: In the event of such a refusal, you must contact Stuart immediately  for instructions. You are required to return the Goods to the Collection Address for an additional fee paid by  Stuart or dispose of the Goods only if expressly instructed to do so by Stuart. 

7.5.3. Unauthorized Disposal: You must not dispose of any Goods without express instructions from  Stuart. Unauthorized disposal will be treated as loss of goods due to your fault. 

7.6. Consequences of Non-Compliance 

If you (or your Substitute) fail to follow these requirements or commit fraud or dishonesty against Stuart  or a Client, Stuart may suspend or close your Account, without prejudice to any damages Stuart may claim. 

Section 8: Insurance and Liability 

This section explains your responsibilities for insurance and who is responsible if something goes wrong. 

8.1. Your Insurance Obligations 

8.1.1. Mandatory Insurance: You are solely responsible for taking out and maintaining  all necessary and legally required insurance to operate your independent business. This includes, but is not  limited to, Motor Vehicle Insurance (with commercial/hire & reward cover), Public Liability, and any  insurance covering the Goods while in your care (Goods in Transit Insurance).

8.1.2. No Stuart Financial Contribution: Stuart shall not be liable for any compensation  or financial contribution regarding your insurance costs or any damage caused to your Method of Transport. 

8.1.3. Collective Benefits Policy: You may benefit from the Collective Benefits Policy (a framework  accident insurance negotiated by Stuart), subject to its terms, to the extent that you do not hold your own  adequate coverage.  

8.2. Indemnity and Liability 

8.2.1. Your Liability to Stuart: You shall indemnify, defend, and hold Stuart harmless against any loss  or damage (including legal costs) which Stuart may sustain or incur due to third-party claims, resulting from  your negligence, fraud, material breach of this Agreement, any non-compliance by you (or your  Substitute) with the Highway Code, local regulations, or any other criminal activity, including all  associated costs, such as parking fines, speeding violations, or legal proceedings. (e.g., parking fines). 

8.2.2. Limit on Liability for Goods: Your total liability for material damage or loss of Goods  is limited to the greater of the original value of the Goods or the cost of repair, up to a maximum  of £500. You shall not be liable for any indirect loss resulting from the Delivery of Goods or the failure  of the Delivery of Goods.  

Section 9: Termination of the Agreement 

This section explains how this Agreement can be ended by either you or Stuart. 

9.1. Right to Terminate 

9.1.1. Termination by Stuart: Stuart may end this Agreement immediately if you commit a material  breach (e.g., fraud, carrying Excluded Goods), your self-employed status changes, or you fail to maintain  mandatory insurance. 

9.1.2. Termination by Independent Courier (You): You may end this Agreement at any time by simply  stopping your use of the Application and notifying Stuart in writing (email being sufficient). 

9.2. Consequences of Termination 

Upon termination, Stuart will pay all earned fees. Clauses concerning responsibility, liability,  and tax obligations will continue to apply. 

10. Confidentiality 

10.1. Confidential Information: You acknowledge that during your engagement with Stuart, you will have  access to "Confidential Information," which includes, but is not limited to: 

• Personal data of end-customers and Recipients (names, addresses, phone numbers); ● Commercially sensitive information regarding Stuart’s Clients (e.g., internal processes or delivery  volumes); 
• Proprietary information about the Application and its algorithms. 

10.2. Non-Disclosure: You agree to keep all Confidential Information strictly confidential and shall not  disclose it to any third party without Stuart's prior written consent. This obligation continues even after your  Account is closed or this Agreement is terminated. 

10.3. Permitted Use: You may only use Confidential Information for the sole purpose of performing 

the Deliveries of Goods accepted through the Application. You must not use this information for any other  purpose, including your own commercial gain or that of a third party. 

10.4. Security: You must take all reasonable steps to protect Confidential Information from unauthorized  access or theft. If you become aware of any data breach or unauthorized disclosure of customer information,  you must notify Stuart immediately via the Application or the support team. 

11. Governing Law and Jurisdiction 

11.1. Governing Law: This Agreement and any dispute or claim (including non-contractual disputes  or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and  construed in accordance with the law of England and Wales. 

11.2. Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have  exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out  of or in connection with this Agreement or its subject matter or formation.