General Conditions of Use - Stuart Delivery Ltd

Introduction

I. Provisions which apply to the Users and the Independent Couriers

Definitions
Acceptance and modification of the GCU
Creation of an Account
Formation of contract
Prerequisites
Processes relative to the Deliveries of Goods
Resolution of disputes concerning the Delivery of Goods
Payment – invoices
Access to and availability of the Application and Services
Guarantees – Liability – Force Majeure
Intellectual property
Personal data
Confidentiality
Duration – suspension – termination
Transfer of the GCU
Accrued interest
Independence of the Parties
Miscellaneous
Third party rights
Waiver
Variation
Applicable law and jurisdiction

II. Special conditions applicable to Independent Couriers (SC)

General information
Availability of the Independent Courier
Receipt of a Delivery Request
Delivery fee
Acceptance and execution of a Delivery of Goods
Commission
Execution of a return of Goods
Limitation of liability of the Independent Courier
Payment
Specific guarantees of the Independent Courier
Personal data
Insurance

Schedule 1 - Data Processing Addendum

Schedule 2 - User Data Processing Appendix

Introduction

These general conditions of use (GCU) of the Application published by the Company define the conditions under which the Company grants the Users and the Independent Couriers a licence to use the Application in the United Kingdom to enable the Users to entrust the Independent Couriers with Deliveries of Goods, track their execution and pay them, all within a determined contractual framework and secured by insurance under the conditions set out in the annexes.

The GCU include special conditions applicable to Independent Couriers (SC) which apply to the Independent Couriers only and provisions which apply to the Users and the Independent Couriers. In addition to the specific terms set out in the GCU, the Parties acknowledge that there may be additional non-contractual operating practices in place which are not reflected in the GCU and which may change from time to time.

The Independent Couriers are completely independent of the Company, as set out in Article 17 in Section I of the GCU, and the Deliveries of Goods are supplied to the Users by the Independent Couriers alone or, where applicable, their Substitutes (not by the Company).

The Company offers an Application enabling a User to make contact with an Independent Courier to have a Delivery of Goods made under the GCU. The service offered by the Company is that of putting the User and the Independent Courier in contact only. In this respect, the Company acts as the agent of the Independent Courier. It is the sole responsibility of the Independent Courier to make the Delivery of Goods. The Company is not party to the contract entered into between the User and the Independent Courier with regard to the Delivery of Goods. The Company does not directly supervise, direct or control the manner in which the Delivery of Goods is carried out by an Independent Courier or any of its Substitutes.

Unless stated otherwise, any reference to an Article refers to an Article in Section I of the GCU.

I. PROVISIONS WHICH APPLY TO THE USERS AND THE INDEPENDENT COURIERS

1. Definitions

In the GCU, capitalised terms shall have the meanings set out below:

Account means the private Member area accessible from the Application with the Login Information and containing the information on the Member and the Services provided by the Company, and making it possible, where applicable, to benefit from or make Deliveries of Goods.

Application means the computer application accessible from a Device and enabling access to the Services, including but not limited to the mobile application, web application and API integrated application.

Cancellation Fee means the fee charged by the Company to the User with respect to any cancellation of any Delivery of Goods which takes place in the circumstances set out in Article 6.5(a)(ii), and 6.5(b)(iv).

Collection Address means the collection address of the Goods entered by the User in the Application for a Delivery Request.

Commission shall have the meaning given to it in Article 6.2 of the SC.

Company means Stuart Delivery Ltd, registered number 09790251 whose registered office is at 6th Floor 2 London Wall Place, Barbican, London, United Kingdom, EC2 YAU. Customer service support.uk@stuart.com.

Delivery Fee means the element of the Fees relating to the Delivery of Goods or any Cancellation Fee payable by the User to the Independent Courier, calculated in accordance with Article 4 of the SC and payable in accordance with Article 8.

Data Controller, Data Subject, Data Processor, Data Protection Impact Assessment, Supervisory Authority, Personal Data, Process/Processing, Record of Processing, Data Controller, Data Processor, Data Subject and Personal Data Breach shall have the meaning set out in the GDPR.

Data Protection Laws means all data protection laws applicable to any Personal Data processed under or in connection with this Agreement, including, without limitation, the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and 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), the Privacy and Electronic Communications Directive 2002/58/EC and all national legislation implementing or supplementing the foregoing and all associated codes of practice and other guidance issued by any applicable data protection authority, all as amended, re-enacted and/or replaced and in force from time to time.

Delivery Address means the delivery address for the Goods entered by the User in the Application for a Delivery Request.

Delivery(ies) of Goods means the courier services provided or procured by the Independent Courier(s) to the User via the Application.

Delivery Request means a request by a User for a Delivery(ies) of Goods via the Application.

Device means any mobile or other device (smartphone, PC, tablet, etc.) having an internet connection and able to download, install, use or integrate the Application, and with an operating camera.

EEA refers to the European Economic Area.

Excluded Goods means the excluded goods listed in Article 5.1 and any Goods which fall outside the permitted Package Size.

Fees means the remuneration for the Delivery of Goods and Services billed to the User.

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

Force Majeure Event means any circumstance not within a Party's reasonable 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 or 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 or sonic boom;
(e) any law or any 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 in each case by the Party seeking to rely on this Article, 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 Article); interruption or failure of utility service; and
(i) any other third party activity or event that materially impacts an Independent Courier’s ability to effect the Delivery of Goods.

GCU means these general conditions of use and their schedules together with the provisions of the SC in respect of the Independent Couriers only.

Goods means the item(s) subject to the Delivery Request, with the exception of the Excluded Goods.

General Data Protection Regulation or GDPR means the 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.

Incentive Payments has the meaning given to in Article 4.3 of the SC.

Independent Courier means any individual or corporate entity (including Fleet Partners), as well as any employee, worker, contractor agent or representative of such corporate entity (as the context allows), who offers services via the Application in order to execute Deliveries of Goods on behalf of the Users. For the purposes of (a) Articles 4, 5.2(b), 6.2(b), 6.2(c)(i) – (iii), 6.2(d), 6.2(e), 6.4, 6.5, 7.2(a)(iii), 7.2(c)(i) and 13(d); and (b) Articles 2.1, 2.3, 2.5, 3.1 to 3.6, 5.2 to 5.4, 7 and 12 of the SC, any reference to an Independent Courier in respect of any Deliveries of Goods includes any Substitute (save where expressly stated otherwise).

Intellectual Property Rights means patents, rights to inventions, copyright and related rights, moral rights, trade marks 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, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and 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 user name and/or password sent by the Company to the Member and enabling the Member to access its Account and the Services.

Member means either the Independent Courier or the User.

Method of Transport means the method(s) used by the Independent Courier to carry the Goods for the purposes of executing the Delivery of Goods, namely (i) transport by bicycle/electric bicycle (ii) transport on moped/moped scooter/motorbike/electric motorbike or (iii) transport by land motor or electric vehicle of under 3.5 tonnes authorised gross weight (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 User at the time of making the Delivery Request, namely (i) XS; (ii) S; (iii) M; (iv) L; and (iv) XL, the dimensions of which are available on the Company’s website at https://help.stuart.com/en/articles/7003087-what-to-do-if an-order-is-too-heavy.

Party(ies) means any of the parties, being the Independent Courier, the User or the Company.

Recipient means the person (including the employee, worker, contractor, agent or representative of a corporate entity) whose identity and contact details are entered in the Application by the User as Recipient of the Goods, and located at the Delivery Address or, where applicable, within a nearby adjacent area, subject to its designation by any means by the User.

SC means the special conditions of the GCU that apply to the Independent Couriers only (as set out in Section II below).

Sender means the individual (including the employee, worker, contractor, agent or representative of a corporate entity) whose identity and contact details are entered in the Application by the User as sender of the Goods, and located at the Collection Address or, where applicable, within a nearby adjacent area, subject to its designation by any means by the User.

Services means all services putting the Users and the Independent Couriers in contact, offered through the Application, including the online reservation service making it possible to obtain a Delivery of Goods.

Stacked Order(s) means where two or more Deliveries of Goods from the same Collection Address are combined and executed in a single delivery route by the same Independent Courier.

Sub-processor means the processor appointed by a Data Processor or by any other Sub-processor thereof.

Substitute has the meaning given to it in Article 1.2 of the SC.

User means a person who is aged 18 or over, or the corporate entity represented by a duly authorised individual, who submits a Delivery Request and request for Services via the Application. Some users, notably through their capacity, as set out in Article 5.1, cannot benefit from the Services.

VAT means value added tax or any other equivalent tax on sales or consumption or any other supply under the GCU.

Waiting Fee shall have the meaning given to it in Article 4.5 of the SC.

Waiting Time shall have the meaning given to it in Article 6.2(c)(ii).

2. Acceptance and modification of the GCU

2.1. Acceptance of the GCU

(a) The use of the Application is subject to acceptance of the GCU. At the time of creating their Account, the Members must click on "I accept the General Conditions of Use".

(b) Only the acceptance of the GCU enables the Members to access the Services offered by the Application and to create an Account. The GCU must be accepted in its entirety and without amendment unless otherwise agreed in writing by an authorised representative of the Company. In the event of a breach by a Member of any of the obligations set out herein, the Company reserves the right to suspend or terminate the Member's Account or access to the Services, and the Member shall not be entitled to any reimbursement, credit note or compensation.

(c) The GCU include Articles which relate to the Delivery of Goods, which are expressly accepted by the User through issuing a Delivery Request.

(d) No special condition or other general conditions issued by the User and/or the Independent Courier shall prevail over the GCU unless otherwise agreed in writing signed by an authorised representative of the Company. None of the Company’s employees or agents has any authority to bind the Company by oral agreement at variance with the GCU.

2.2. Amendments to the GCU

(a) The Company reserves the right to amend the GCU at any time, notably owing to the evolution of the functionalities offered by the Application or the rules of operation of the Services. Unless otherwise agreed in writing and signed by an authorised representative of the Company and a User, the amendment shall take effect immediately upon making the amended version of the GCU available through the Application, which every Member must have first read and accepted in order to use the Services. If a Member objects to the amendment to the GCU, it must refrain from using the Application and the Services.

(b) When the amendment occurs after payment by the Member of a sum of money corresponding to a Delivery of Goods, the amendment shall not apply to the transaction in progress. If the amendment entails changes to the procedure for access to and/or use of the Application, the Company shall inform the Member of such change in advance by email at the address notified by the Member.

3. Creation of an Account

3.1. General information

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

(b) In the event of login by means of the Facebook Connect interface integrated into the Application, the User authorises the Company to use the data it enters in its Facebook account to complete its User profile, on the understanding that the data derived from the Application does not give rise to any publication on the User's Facebook profile, in particular in relation to Deliveries of Goods.

(c) The Member 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, corporate name and organisation name, where applicable, etc.) correctly, accurately and truthfully.

(d) The Member shall update its identification data promptly via the Application in the event of any change and shall follow the procedures provided by the Company from time to time. If the data provided proves to be inaccurate, incomplete or wrong, the Company reserves the right to suspend access to the Account and the Services until the Member corrects such errors. If the Member fails to correct such errors, the Company reserves the right to terminate the Member's Account and access to the Services.

(e) The Member acknowledges and agrees that the Services are only accessible via the Application.

(a) Upon creating the Account enabling access to the Services, the Company shall send Login Information to the Member, namely a user name and a password.

(b) In the event that the User creates an Account from the Facebook Connect interface, its Facebook login information will enable it to log in automatically.

(c) The Member shall only use the Application with its own Login Information, and agrees that all correlative acts on the Application undertaken with the said Login Information shall be deemed automatically to have been undertaken by the Member, or at the very least under its control.

(d) The Member shall keep its Login Information confidential and not communicate it to any third party.

(e) In the event of loss, theft or any fraudulent act or forgotten Login Information, the Member shall notify the Company promptly by sending an email to one of the following email addresses: partner.uk@stuart.com or support.uk@stuart.com, for Independent Couriers and Users respectively, and where appropriate evidence of identity has been provided and verified, shall provide such evidence of its identity as may be required.

(f) The Company shall review the request promptly on receipt and may, as a security measure, suspend access to the Services with the Member's Login Information. The Company shall process the Member's request promptly and where appropriate evidence of identity has been provided and verified, send it new Login Information by return.

(g) Further provisions relating to Account creation for Independent Couriers (including those connected with corporate entities (including Fleet Partners)) are set out in Article 1.1 of the SC.

4. Formation of contract

4.1. Agreement of the Parties

(a) The User acknowledges and agrees that in accordance with section 28 of the Consumer Contracts Regulations 2013, the cooling-off period does not apply for contracts for the transport of goods, and therefore to the Deliveries of Goods.

(b) An electronic contract of an undefined duration, relating to the licence to use the Application and the Services, is entered into between the Member and the Company upon acceptance of the GCU by the Member.

(c) Furthermore, the Application enables a User to make contact with an Independent Courier in order to undertake a Delivery of Goods under the GCU. This Delivery of Goods is subject to an electronic contract between the User and the Independent Courier, which is formed via the Application pursuant to the GCU as set out below. The Company is not a party to that contract. For the avoidance of doubt, the contract will be between the User and the Independent Courier. Where the individual courier is an employee, worker, contractor, agent or representative of a corporate entity, the contract will be between the User and the corporate entity. Accordingly in such a case, the Independent Courier will be the corporate entity, rather than the individual courier in their personal capacity.

(d) The Delivery Request comprising the Package Size or Method of Transport (as appropriate), a Collection Address, a Sender, a Recipient and a Delivery Address, is issued by the User, via the Application, and constitutes an offer for the Services and Delivery of Goods at the Fees communicated in the Application, subject to the provisions of Article 6.

(e) The User acknowledges and accepts that the above creates a sufficiently precise, firm, unequivocal and unreserved offer, subject always to the provisions of the GCU, and is binding on the User upon acceptance by an Independent Courier of a Delivery Request.

(f) Via the dispatch technology underlying the Application, an Independent Courier who has the appropriate Method of Transport (whether this has been directly selected by the User or whether it can accommodate the Package Size given by the User, as set out in Article 5.2), shall be informed of the Delivery Request. Subject to Article 4.1(c), once an Independent Courier accepts a Delivery Request, an electronic contract for Delivery(ies) of Goods is entered into between the User and the Independent Courier, under the GCU.

4.2. Evidence

The Parties recognise that the pressing of the confirmation button by the Independent Courier on the Application when the Goods are picked up at the Collection Address, and the confirmation when the Goods are delivered (whether by the pressing of the confirmation button in the Application by the Independent Courier and/or taking a photograph of the completed delivery and/or verifying that the numeric pin code provided to the Recipient matches the code displayed within the Application and/or by the signature of the Recipient on the Application when the Goods are delivered), with the Independent Courier taking such action as indicated within the Application, acts as evidence of the Delivery of the Goods.

5. Prerequisites

5.1. Excluded Goods

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

(a) All goods which, through their nature and/or their packaging, may present a danger to, or damage the environment, such as, without limitation, weapons or machines intended to explode through modification to the atomic nucleus, fuels, including nuclear, radioactive product or waste, or any other source of ionising radiation, 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 and/or holding and/or offering and/or sale and/or acquisition and/or use are prohibited by law;
(c) Goods whose sending and/or receipt is illegal due to the capacity of the issuer and/or the recipient, such as, without limitation, goods whose holding and/or offering and/or sale and/or acquisition and/or use by a specific person is prohibited due to a legal, regulatory or contractual provision (eg tobacco or alcohol to minors, health products requiring a medical prescription);
(d) Goods that can only be transported by a regulated profession, such as, without limitation, jewellery, watchmaking items, precious metals and stones, money, currency, bank notes, financial securities, securities or means of bearer payment, bills of commerce, gift vouchers, telephone or equivalent cards, and generally any paper or other document subject to the legality of the transfer of funds and making it possible to make a payment, or any means of payment such as a bank and/or credit card; or, munitions, gas, inflammable, radioactive, toxic, infectious or corrosive materials;
(e) Animals and human beings, alive or dead, including all or part of their bodies and/or organs, and/or materials or fluids derived from the body (blood, urine, etc.), or products of human or biosynthesis origin deriving directly from products of human origin, including those intended for treatment or diagnostic operations on the human body.
(f) Everything in connection with the capacity of owner or operator of an aerodrome or airport or heliport of the User, or in connection with air or sea shows, including their preparatory exercises, or land motor vehicle shows (and their tests) subject to declaration to or authorisation of the public powers, and responsibility for which falls upon the User as organiser or competitor; and
(g) Goods made of asbestos or lead.

5.2. Package Size & limits of the Method of Transport

(a) The User acknowledges and agrees that the indication it gives of the Package Size or Method of Transport (as appropriate) has repercussions on the timeframe for Delivery of Goods and/or on its Fees.

(b) The User will be made aware, upon selecting the Package Size, that only Goods whose volume and weight are less than the requisite limits for each Package Size, can be accepted by the Independent Couriers, and also corresponds to the Method of Transport.

(c) Should the User wish to select the Method of Transport instead of the Package Size when making a Delivery Request, the User must advise the Company that this is their preference. This preference should be communicated to the Company prior to making any particular Delivery Request in order to ensure that the Company can make the appropriate adjustments to the Application to accommodate this requirement. If the User chooses this option, the User will be made aware, upon selecting the Method of Transport, that the Independent Courier can only accept Goods whose volume and weight are less than the Package Size limits that correspond to the relevant Methods of Transport set out above.

(d) The User represents and warrants to the Company, and to the Independent Courier, that it shall not request the Delivery of Goods outside of the limits set out in this Article 5, according to the Package Size or Method of Transport selected.

6. Processes relative to the Deliveries of Goods

6.1. Request for Delivery of Goods by the User

(a) The User enters into the Application the Collection Address, the Sender from whom the Independent Courier or Substitute must collect the Goods, the Delivery Address or Delivery Addresses (in the case of a Stacked Order) and the Recipient(s) to which the Independent Courier or Substitute must deliver the Goods, together with, as a minimum, a telephone number, which may be that of the User and/or the Sender and/or the Recipient(s), and lastly the Package Size which relates to the Goods and/or the Method of Transport (as appropriate). The User acknowledges and agrees that this is essential information for the Delivery of Goods on the basis of which the Independent Courier is bound.

(b) The User represents and warrants to the Company and the Independent Courier that it shall:

(i) request the Delivery of Goods to a named individual;
(ii) have the prior permission of the Sender and the Recipient(s) to communicate to the Company and the Independent Courier the information entered concerning them, which may be surname, forename, postal address and telephone number, to enable the Delivery of Goods;
(iii) specify the details, obvious or otherwise, of the Goods when they may have repercussions on the progress of the delivery by the Independent Courier or ability of the Independent Courier to execute the Delivery of Goods, in particular if they do not correspond to the Package Size selected by the User or they may affect the Method of Transport;
(iv) not request Delivery of Goods to a Recipient(s) who is inaccessible or which would require unreasonable efforts by the Independent Courier, such as Recipients who may be incarcerated or whose address is inaccessible by land and/or not close to a marked road; and
(v) only use the Service and the Delivery Request for legal purposes.

(c) Subject to the foregoing, an estimated Fee, of which the Delivery Fee is deemed to have been agreed between the User and the Independent Courier in accordance with Article 6.3, shall then be communicated to the User.

(d) An estimate of the time for Delivery of Goods (including the approach time initially, then collection until delivery secondly) shall also be communicated to the User. Any timeframes specified shall be indicative only and shall not be binding on the Independent Courier (nor on the Company, which, in accordance with the GCU, is not a party to the contract for the Delivery of Goods).

6.2. Acceptance by the Independent Courier of the Delivery Request

Acceptance by the Independent Courier or a Substitute of a Delivery Request via the Application binds the Independent Courier (who may be a corporate entity such as a Fleet Partner, acting through their employee, worker, contractor, agent or representative, or an individual) to undertake the said Delivery of Goods, pursuant to the provisions of the GCU. The Company cannot require or force an Independent Courier or Substitute to accept a Delivery Request and an Independent Courier or Substitute makes any such acceptance entirely at its own discretion.

(a) Confirmation of the Delivery Request

(i) When the User submits a Delivery Request, the Delivery Request is assigned to an Independent Courier whose status is available, based on a set of criteria:

the distance between the geolocation of the Independent Courier and the Collection Address;
the Method of Transport or the Package Size selected by the User; and
the distance between the Collection Address and the Delivery Address.

(ii) Irrespective of the Method of Transport used or the Package Size selected by the User, if the Independent Courier accepts the Delivery Request, it undertakes to the User to give effect to the Delivery of Goods as contemplated by the GCU.

(iii) Acceptance by an Independent Courier of a Delivery Request shall be notified to the User by text or by a notification on the Application, and subject to Article 4.1(c), is deemed to constitute conclusion of the contract binding the User to the Independent Courier, subject to the provisions of Article 7.2.

(b) Communication between the User, the Independent Courier, the Sender and the Recipient

(i) The Independent Courier may need to contact the User by telephone after acceptance of the Delivery Request. The User must be contactable on the number indicated by it in its Account in order to answer the Independent Courier's questions.

(ii) The Independent Courier may also need to contact the Sender and/or the Recipient, if not the User, by telephone at the time of the Delivery of Goods.

(iii) In this respect, the User who has entered the telephone numbers of the Recipient and/or the Sender, so they can be contacted by the Independent Courier within the framework of the Delivery of Goods, represents and warrants that it has obtained their agreement to do so.

(iv) The telephone details entered are only kept by the Company for the time of the Delivery of Goods and are encrypted. This means that the Independent Courier can contact the User and/or the Sender and/or the Recipient, via the Application, without being able to see the telephone numbers.

(v) The Application does not support telephone calls over the internet. Telephone calls that are made via the Application use the Device’s cellular network and the Independent Courier shall be liable for any applicable charges as determined by its cellular network provider.

(c) Execution of the Delivery of Goods by the Independent Courier

(i) The Independent Courier is deemed to be in possession of the Goods once confirmation has been registered on the Application installed on the Independent Courier’s Device.

(ii) Notwithstanding Article 6.2(c)(i) above, the User is responsible for making the Goods available for collection by the Independent Courier at the scheduled collection time. The Independent Courier may choose to wait at the Collection Address for a period of thirty (30) minutes (Waiting Time) or more. If the Goods are not available for collection after the Waiting Time has elapsed, the Independent Courier shall be entitled to cancel the Delivery of Goods in accordance with Article 6.5(b)(iv) and a Cancellation Fee may be charged to the User. This provision under Article 6.5(b)(iv) shall only be applicable once the Company has communicated in writing to the Independent Courier the launch of wait at pick up in the specific region in which the Independent Courier executes Deliveries of Goods.

(iii) A route is recommended by the Application to the Independent Courier for the Delivery of Goods, but the Independent Courier is under no obligation to take the recommended route and may undertake the Delivery of Goods as it sees fit for the purposes of carrying on its business.

(iv) The Independent Courier is under no obligation to make any Delivery of Goods within any timeframe communicated as an estimate, or within any other deadline. However, it undertakes to the User to use best efforts to complete the Delivery of Goods within a reasonable timeframe, taking account of the Package Size, Method of Transport, the Goods, the traffic and weather conditions, etc. and in line with the usual operation of its own business.

(d) Delivery of the Goods by the Independent Courier to the Recipient

(i) The Delivery of the Goods by the Independent Courier to the Recipient is recorded on the Application installed on the Independent Courier’s Device by the Independent Courier (either by the Independent Courier confirming delivery within the Application, and/or by the Application prompting the Independent Courier to take a photograph of the completed delivery and/or verifying that the numeric pin code provided to the Recipient matches the code displayed within the Application, with the Independent Courier taking such action as indicated within the Application) or by the signature of the Recipient, as appropriate.

(ii) A notification shall be sent to the User via the Application together with an invoice and a statement reference, under the conditions of Article 8.

(iii) The User shall not send messages of an injurious, insulting, denigrating, degrading or defamatory nature to or regarding an Independent Courier. The Company reserves the right to delete all or part of a message notified to it, without delay, which, in its opinion, does not comply with the GCU.

(e) Return of Goods by the Independent Courier

(i) If the Independent Courier is unable to contact the User and/or the Sender and/or the Recipient, the Independent Courier may, at its discretion, automatically terminate the Delivery of Goods, in accordance with Article 6.5(b).

(ii) If the Independent Courier is unable to give effect to the Delivery of Goods to the Recipient and terminates the Delivery of Goods pursuant to Article 6.2(e)(i) the Independent Courier must return the Goods to the User or the Sender, as appropriate. For the avoidance of doubt, the Independent Courier should not dispose of any Goods unless expressly instructed to do so by the User or the Company. Any unauthorised disposal will be subject to Article 7.2(b) below.

(iii) In order to give effect to the return, the Independent Courier shall make contact with the Company in order to organise a Delivery of Goods to the Collection Address (reverse process) so that the Independent Courier can return the Goods to the Sender or the User. The cost of this Delivery of Goods shall be identical to that of the outward delivery.

6.3. Fees

(a) The Fees are dependent on geography and Package Size or Method of Transport. For the avoidance of doubt, the Fees are inclusive of the Delivery Fee.

(b) The Fees are determined by Delivery of Goods and are calculated automatically by the Application with the use of an algorithm which takes into account a sum of variables, such as in particular the type of Method of Transport chosen by the User, the weight or the dimensions of Goods, the distance to be travelled between the Collection Address and Delivery Address or final Delivery Address in respect of a Stacked Order, the costs inherent in transport which may be charged to any User by law, as well as the variation in supply and demand, etc. The Fees include the Commission due to the Company in return for the Services.

(c) A Fee list is available for Users on request by sending a message to the following email address: support@stuart.com.

6.4 Delivery Requirements

(a) The Independent Courier undertakes to the User (and where applicable, shall procure that any Substitute undertakes) that it will comply with the minimum standards set out below and that it will also comply with any additional requests that may be made by the User or any other requirements set by the User from time to time, whether directly through the Application or via the Company. Corporate entities (including Fleet Partners) agree to procure that their employees, workers, contractors, agents or representatives will also comply with these standards and requests.

(b) If the Delivery Request requires specific transport conditions, on the request of the User (e.g., in terms of hygiene, temperature or equipment, for example for chilled products, fragile products, etc.) or other conditions required to meet applicable legislation, the Independent Courier must ensure, prior to its acceptance, that its Method of Transport and equipment (set out in Article 6.4(c)) meets these specifications.

(c) The Independent Courier will ensure that it, or will ensure that its Substitute has the equipment required to meet the User’s needs for delivery capacity and quality as outlined in the Company Help Centre at https://help.stuart.com/en/articles/6999399-mandatory-equipment-and-cost, and as updated by the Company from time to time.

(d) The Independent Courier can use unbranded equipment, or use branded equipment where the branded equipment is purchased from or supplied by Stuart. The terms of conditions for purchase of equipment will be presented to the Independent Couriers upon request. The Company reserves the right to undertake checks to ensure that Independent Couriers have the equipment that they have reported to the Company that they are using. The Company may suspend or terminate the Account of any Independent Courier that does not use, or where its Substitute doesn not use the equipment that they have reported to the Company.

(e) In addition, the Independent Courier shall (and shall procure that any Substitute shall) comply with the following User requirements:

(i) Act with professionalism and carry out the Deliveries of Goods diligently, demonstrating the highest level of care;
(ii) Act responsibly with the Goods, i.e., to ensure they are not damaged, destroyed, tampered with, stolen or lost, and act responsibly in the driving of its Method of Transport;
(iii) Do not carry out or be engaged in any conduct prejudicial to the User, including any discrimination, harassment, threatening behaviour, criminal activity or any fraudulent action (as determined by the Company, acting reasonably, as constituting fraudulent action);
(iv) Maintain a professional, clean and tidy appearance;
(v) Maintain personal hygiene standards appropriate to the serving of food;
(vi)Make every effort not to disturb the operation of any business at the Collection Address or Delivery Address;
(vii) Undertake age-verified delivery policy or other appropriate training in order to be able to undertake deliveries of alcohol products, energy drinks or any other age restricted items;
(viii) Comply with age-verified delivery policy requirements, proceed with all necessary checks at pick up (at the Collection Address) and drop off (at the Delivery Address) and apply any mandatory requirements imposed by any applicable regulations or legislation;
(ix) Undertake any induction that may be requested by the User;
(x) Subject to Article 6.2(c)(iv), execute Deliveries of Goods in accordance with the estimated delivery times provided via the Application and any requested time limits or deadlines indicated by the User;
(xi) Have a good standard of spoken English;
(xii) Remove motorcycle helmets when interacting with Users and Recipient(s);
(xiii) Be polite and courteous to the User and the Recipient(s);
(xiv) Ensure that it has the appropriate Method of Transport and equipment for the Delivery of Goods requested by the User and that these are clean and appropriately maintained in good roadworthy condition;
(xv) Comply with any operating standards for that User that may be communicated to it from time to time. This includes compliance with pick up procedures (for example, checking in when arriving at a restaurant, using appropriate entry points and ensuring that the Independent Courier identifies itself), delivery procedures (for example, ensuring that certain deliveries are not re-routed), parking requirements and other requirements regarding premises (such as a requirement not to sit at tables); and
(xvi) Once the Delivery Request is accepted by the Independent Courier, the Goods should be collected and delivered in a timely manner and without delay. If a delay is experienced on collection, the Independent Courier should contact the User and the Company in order to clear the particular Delivery of Goods from the Application and allow the Company to reassign an appropriate Independent Courier through the dispatch technology in the Application as set out in Article 4.1(f). If a delay is experienced whilst executing a Delivery of Goods, the Independent Courier must attend the Delivery Address and attempt to contact the Recipient(s) and the User for instructions. If the Delivery of Goods cannot be effected after attempts have been made to contact the Recipient(s), the Independent Courier must contact the Company to return the Goods to the User or the Sender as set out in Article 6.2(e). If a specific process or waiting time is required by a User, this will be communicated to the Independent Courier by the Company from time to time.

(f) Should the Independent Courier or any of its Substitutes fail to comply with the User requirements set out in Articles 6.4(a) to 6.4(e), the Company reserves its right to terminate or suspend the Account of any Independent Courier that does not respect these requirements in accordance with Article 14. Additionally, the User may provide feedback through the Application should these requirements not be met and consequently may request that the Company exclude the Independent Courier from receiving further Delivery Requests from that User. The Company shall play no part in the decision made by a User to request such an exclusion. The Company may send messages to the Independent Courier advising when negative feedback has been received from a User. If the Independent Courier in question is an employee, worker, contractor, agent or representative of a corporate entity such as a Fleet Partner, any failure to comply with the User requirements will be communicated to the corporate entity who will be responsible for any further action.

(g) The User shall comply with the following requirements:

(i) Act with professionalism and decency;
(ii) Not carry out any action that will be prejudicial to any Independent Courier;
(iii) Allow Independent Couriers access to facilities on their premises (such as drinking water and toilet facilities) in accordance with legal requirements; and
(iv) Communicate operating standards to Independent Couriers from time to time, including with respect to parking and pick-up procedures.

6.5 Cancellation by the Member

(a) Cancellation by the User

(i) The User may cancel its Delivery Request, without cost, up to two (2) minutes after issuing the Delivery Request via the Application, provided that the Goods have not been collected from the Sender by the Independent Courier.

(ii) After this time, the User may cancel its Delivery Request before the Goods have been collected by the Independent Courier from the Sender. Should the User cancel after the initial two (2) minutes have passed, the User will be charged the Cancellation Fee. The Cancellation Fee is such other amount as the Company may determine and communicate to Members from time to time.

(iii) Once the handover of the Goods to the Independent Courier by the Sender has been confirmed on the Application, it is then no longer possible for the User to cancel the Delivery of Goods. However, at any time thereafter the User can request a new 'reverse' Delivery of Goods, via the Application, in order to return the Goods to the User, to the Sender or to any other individual. Any such request will be subject to the usual Fees calculated in accordance with Article 6.3.

(iv) For the avoidance of doubt, the Company shall play no part in the decision by a User to cancel a Delivery Request under this Article 6.5(a) but may need to give effect to the cancellation via the Application if so requested by the User.

(b) Cancellation by the Independent Courier

(i) The Independent Courier may cancel a Delivery of Goods for any reason as communicated to the Independent Courier in the HelpCentre at https://help.stuart.com/en/articles/3569365-self-cancellations and https://help.stuart.com/en/articles/6999675-returns-cancellations-multi-drop-deliveries, whether through the Application or by requesting a cancellation from the Company. If so requested, the Company will give effect to the cancellation via the Application on the Independent Courier's behalf.

(ii) If an Independent Courier cancels any Delivery of Goods for any reason (including pursuant to Article 6.5(b)(iv) below), the Company will reassign an appropriate Independent Courier (which for the purposes of this Article does not include a Substitute) through the dispatch technology in the Application as set out in Article 4.1(f). If reassignment is not possible, the Company shall then seek the most appropriate solution, in collaboration with the User.

(iii) If an Independent Courier cancels a Delivery of Goods due to a Force Majeure Event entailing the destruction of the Goods or their damage preventing delivery, then the Fees shall not be debited from the User and the Independent Courier shall notify the User and the Company.

(iv) If the Independent Courier has waited for the collection of Goods at the relevant Collection Address for a period in excess of the Waiting Time, the Independent Courier may request cancellation of the Delivery of Goods. Should a Delivery of Goods be cancelled following the request of an Independent Courier in these circumstances, the User will be charged the Cancellation Fee. This Article 6.5(b)(iv) shall only be applicable once the Company has communicated in writing to the Independent Courier the launch of wait at pick up in the Independent Courier’s specific region.

(v) For the avoidance of doubt, the Company shall play no part in the decision by an Independent Courier to cancel a Delivery Request under this Article 6.5(b).

7. Resolution of disputes concerning the Delivery of Goods

7.1 General principles

(a) Pursuant to the GCU, and as stated elsewhere in the GCU, the Delivery of Goods is not executed by the Company but by the Independent Courier or its Substitute (as applicable) only. The Parties acknowledge and agree that liability relating to the Delivery of Goods rests with the Independent Courier and not the Company, subject to Article 7.1(c).

(b) The Company may, at its discretion, assist the Independent Courier and the User to resolve any disputes which may arise relating to any Delivery of Goods initiated via the Application.

(c) If the Independent Courier is an employee, worker, contractor, agent or representative of a corporate entity such as a Fleet Partner, any liability relating to a Delivery of Goods rests with that corporate entity. Accordingly, any reference to an Independent Courier (including with reference to responsibility or liability) in this Article 7 is a reference to the corporate entity and not to any individual employee, worker, contractor, agent or representative of the same.

7.2. Upon receipt of the Delivery of Goods by the Recipient

(a) Damaged Goods:

(i) If a Recipient refuses the Delivery of Goods due to the alleged destruction of the Goods or their damage, spoiling, loss or theft, then the Fees will be debited from the User and it shall be the User's responsibility to demonstrate to the Independent Courier, and to the Company, that the alleged damage has indeed occurred, in which case a refund of the Fees may be issued.

(ii) At the same time, the Independent Courier shall be responsible for making contact with the User so that an insurance claim may be made.

(iii) In the absence of detailed reservations recorded by the Recipient at the time of the Delivery of Goods, it shall be the User's responsibility to prove that the damage took place during the Delivery of Goods by the Independent Courier, and to establish that the damage was caused during the Delivery of Goods by the Independent Courier.

(iv) If the destruction or damage is proven to be due to the Delivery of Goods executed by the Independent Courier or its Substitute (as applicable), the Company may collect the Fees relating to the Delivery of Goods due from the Independent Courier and refund them to the User.

(b) Loss of goods

(i) The Independent Courier is responsible for the Goods in the period between collection from the Collection Address and delivery to the Delivery Address(es). If the Delivery of Goods is not completed (and not returned) or the Goods are lost in transit or disposed of without express authorisation from the User, the Independent Courier shall be liable to the User for the same.

(ii) The Independent Courier shall be responsible for making contact with the User so that an insurance claim may be made.

(iii) If the loss is due to the actions of the Independent Courier or its Substitute (as applicable), the Company may collect the Fees for the Delivery of Goods due from the Independent Courier and refund them to the User. The Independent Courier shall be responsible to the User for the cost of the Goods.

(iv) In circumstances where the Goods in question are pharmaceutical or high value items, the Company reserves the right to terminate such Independent Courier’s Account and to report the matter to the Police.

(c) Other causes

(i) No suspension nor reimbursement of the Fees owed by the User shall be made in any circumstance other than those listed in Articles 7.2(a) and 7.2(b) including without limitation, the refusal of the Goods by the Recipient, or its refusal to receive them. If the Recipient refuses to accept the Goods for any reason other than those set out in Article 7.2(a), the Independent Courier shall return the Goods through a Delivery of Goods and the User will be billed for such return, or the User can instruct the Independent Courier to dispose of the Goods. For the avoidance of doubt, the Independent Courier should not dispose of any Goods unless expressly instructed to do so by the User or the Company. Any unauthorised disposal will be subject to Article 7.2(b).

(ii) The User acknowledges and agrees that the Independent Courier is not responsible for any non-conformity of the Goods or delay in Delivery of Goods in relation to the estimated timeframe indicated, and that these do not constitute a valid and admissible reason for refusing to accept the Goods.

(iii) In the event of dispute it shall be the User's responsibility to contact the Independent Courier to obtain any compensation and to inform the Company of any such dispute.

8. Payment – invoices

8.1. Subject to Article 8.4, the following payment terms apply to use of the Application:

(a) The right to use the Application is conditional on payment of the Fees by the User, including the Delivery Fee, which is collected from the User by the Company.

(b) The Fees and any Cancellation Fee (including any VAT) shall be paid in pounds sterling and by bank card only, or wire transfer to credit the User Account.

(c) The Parties agree that the Delivery Fee shall be collected from and billed to the User by the Company in the name of and on behalf of the Independent Courier.

8.2. Subject to Article 8.4, the following provisions regarding invoices and receipts apply to the Application:

(a) Upon confirmation on the Application of receipt of the Delivery of Goods, the Company shall send the User, by email, a receipt confirming safe receipt of the Goods, any comments of the Recipient and/or the Independent Courier, and an invoice, comprising the element of the Fees related to the Services, and a statement reference in the name of and on behalf of the Independent Courier, comprising the Delivery Fee, and shall then debit the sum due from either the bank card or the in-credit account designated by the User as means of payment.

(b) The User accepts and authorises the fact that the invoices or statement references for the Deliveries of Goods executed or any Cancellation Fee and the Services shall be available from the Application and shall be sent by email to the email address entered by the User. The User shall update its email address in all circumstances.

8.3. Subject to Article 8.4, in terms of payment default, the following shall apply:

(a) Any payment default by a User, e.g., due to the expiry of the bank card entered, insufficient balance in the bank account, or inaccurate bank details, shall entail the suspension by the Company of its Account and access to the Services.

(b) In the event of payment default, the Company shall notify the User of this default, ordering it to remedy the payment promptly, then reserve the option of terminating its contract to use the Application under the conditions of Article 14.

(c) The Independent Courier reserves the right to take legal action against any User if the User has breached its payment obligation for any reason in relation to the Delivery of Goods or the Services and the Company reserves the right to take any legal action against any User for any consequential losses of the Company arising from any such circumstances.

(d) The User shall ensure that its billing information is up-to-date, complete and correct.

(e) The User may access the Application at any time to request the deletion of its bank data by the banking service provider of the Company.

8.4. The provisions relating to payments and invoices contained in this Article 8 shall not apply in the case of Fleet Partners and those individual couriers that are an employee, worker, contractor, agent or representative of any Fleet Partner. In such a case, the terms governing payments and invoices will be agreed and documented directly between the Fleet Partner and the Company.

9. Access to and availability of the Application and Services

(a) The Services are exclusively accessible online on the Application.

(b) The Company shall make every effort to make the Application and its Services available during its operating hours from time to time in force, independently of the maintenance operations on the said Application and/or the said Services. The Company makes no guarantees in relation to the availability of the Services, speed of access to the Application, and/or speed of saving to the buffer memory of the Member's Device.

(c) The Company reserves the right to modify or interrupt all or some of the Services at any time, temporarily or permanently, without prior notification to the Users and without entitlement to compensation.

(d) The Company shall make every effort to put a User in contact with an available Independent Courier, in its geographical area, able to accept a Delivery of Goods. However, without prejudice to any other terms of the GCU, the Company cannot and will not guarantee availability of a minimum of one Independent Courier, and/or the times of consultation of the Services by the User, and/or the Methods of Transport of the available Independent Couriers. Neither does the Company make any guarantee that any available Independent Couriers will accept any Delivery Requests. The User acknowledges that, in executing the Delivery of Goods, Independent Couriers are carrying out business in their own names and for their own account and that the Company is not involved to any extent in the execution of such services. The Company acts as the Independent Courier's agent and facilitates the Independent Courier's supply of the Delivery of Goods.

10. Guarantees – Liability – Force Majeure

10.1. Corporate entities

If an Independent Courier is an employee, worker, contractor, agent or representative of a corporate entity such as a Fleet Partner, any liability and responsibility rests with that corporate entity. Accordingly, any reference to an Independent Courier in this Article 10 is a reference to the corporate entity and not to any individual employee, worker, contractor, agent or representative of the same.

10.2. Guarantee of the Members

(a) The Member is solely responsible for the use it makes of the Services which it accesses from the Application.

(b) In accessing the Application, the Member represents and warrants that it shall not, and shall procure that any employee, worker, contractor, agent or representative acting on its behalf shall not:

(i) access and/or use the Application and/or the Services for illegal purposes and/or with the aim of causing harm to the reputation and image of any of the Parties, and more generally that it shall not infringe the rights, notably intellectual property, of the Company and/or third parties;
(ii) use devices or software other than those provided by the Company intended to or that may: i) affect or try to affect the proper operation of the Application and/or the Services; or ii) extract, modify or view all or part of the Application on any support other than the User's Device, even in buffer or temporary memory, or for customised use;
(iii) directly or indirectly market the Services and/or the access to the Services and/or the access to the Application;
(iv) reuse all or part of the Application, particularly for commercial and/or collective and/or personal purposes in a form and/or a media not expressly authorised by the Company;
(v) exploit the Services provided by the Company or the data to which it may have access via the said Services and/or the Application for purposes that are directly or indirectly commercial and/or for personal purposes in a form and/or a media not expressly authorised by the Company;
(vi) limit or try to limit access to or use of the Application and/or the Services;
(vii) modify any mention or element of the Services and/or the content of the Application, including in buffer or temporary memory; or
(viii) knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware

(c) In the event of breach of any of these obligations, and without this list being exhaustive, the Member acknowledges and agrees that the Company shall have the right to refuse it (or its employees, workers, contractors, agents or representatives, as appropriate) access to all or some of the Application and/or the Services, unilaterally and without prior notification.

10.3. Liability of the Members

(a) The Member is solely responsible for breaches and/or violations of the legislation applicable to it and to the GCU with regard to both the Company and the other Member with whom it is in contractual relations, and for damages that may arise owing to these violations and/or breaches.

(b) The Member shall be liable for, and shall compensate, the Company and/or any other Member and/or a third party in respect of any claims, complaints, remedies and petitions, of any nature, resulting from such a violation or breach, relating to: i) the use of the Application by the Member; ii) the relationship between the Independent Courier and the User; iii) the operation of the Method of Transport with regards to the Independent Courier; and iv) the Delivery of Goods with regard to the Independent Courier.

(c) The Member shall regularly check that it has the latest version of the Application and that it has downloaded a version compatible with its Device.

(d) The Member shall compensate the Company and/or third parties for any direct and indirect damages resulting from such violations and/or breaches.

10.4. Indemnity

The Member shall indemnify, defend and/or settle and hold harmless the Company against any loss or damage (including legal costs) which the Company may sustain or incur, in relation to any third party claim, to the extent such claim is based upon any breach by the Member (or its employees, workers, contractors, agents or representatives, as appropriate) of the provisions of the GCU.

10.5. Limitation of liability of the Company

(a) The Company shall not be liable to any Member (nor any of its employees, workers, contractors, agents, representatives or Substitutes), whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the GCU for:

(i) loss of profits, sales or business, agreements or contracts, anticipated savings or goodwill;
(ii) any indirect or consequential loss;
(iii) losses arising in connection with any Force Majeure Event;
(iv) losses arising as a result of any information provided by Members, including in relation to the dissemination of such information on the Application, including loss of use or corruption of software, data or information;
(v) losses arising in connection with any use of the Application and/or the Services by a User which is in breach of the GCU;
(vi) losses arising in connection with: (i) the use or unavailability of the Services and/or the Application; and (ii) access to the Services and/or Application by an unauthorised user;
(vii) losses arising in connection with any malfunction of any nature relating to the User's Device and its connection to the internet upon accessing the Application and/or the Services;
(viii) losses arising in connection with the downloading by the Member of a wrong version of the Application or a version which is incompatible with its Device, or in circumstances where the Member breaches the rules of the Apple App Store or the Google Play Store; and
(ix) losses arising as a result of or in connection with any act or omission of an Independent Courier.

(b) Subject to Articles 10.5(a) and 10.5(c), the Company's total liability to any Member, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the GCU shall be limited to £15 per claim.

(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.

(d) Additional provisions in relation to the Delivery of Goods

(i) In addition to the provisions of Articles 10.3(a) and 10.3(b), the following provisions apply in relation to the Delivery of Goods:

(i) The User acknowledges and agrees that the quality of the services of Delivery of Goods requested via the Application falls wholly under the responsibility of the particular Independent Courier (which in the case of any employees, workers, contractors, agents or representatives of a corporate entity shall be that corporate entity) who accepted and/or effected and/or procured the Delivery of Goods in question.
(ii) The Company shall not be liable for the Delivery of Goods, including, without limitation, in relation to Goods excluded pursuant to Article 5.1.
(iii) The Company does not directly supervise, direct or control the manner in which the Delivery of Goods is carried out by an Independent Courier (who, as stated in Article 9 above, shall be treated for the purposes of the GCU as carrying on its own business in its own name) or its Substitute (as applicable). The Company shall, if so requested by the User, communicate any requirements that the User may have to the Independent Couriers, whether relating to the Delivery of Goods or otherwise. In addition, the Company shall make available voluntary guidance and support regarding the Delivery of Goods to the Independent Courier, should it wish to avail itself, or its Substitute of such guidance and support. In this capacity, the Company shall make an operations support team and instant messaging available to the Independent Couriers should they wish to communicate with the Company and with each other. The Company acts as the Independent Courier's agent and facilitates the Independent Courier's supply of the Delivery of Goods.
(iv) The Company shall be under no obligation to compel an Independent Courier to carry out or procure the execution of a Delivery of Goods, or to specify any basis or manner in which a Delivery of Goods is carried out (which shall be the sole responsibility of the Independent Courier to determine).
(v) The Company shall not be liable for any losses howsoever arising, in relation to any Deliveries of Goods by the Independent Couriers or with regard to the acts, actions, behaviour, attitudes and/or negligence of the Independent Courier or any Substitute.

11. Intellectual property

11.1. Intellectual Property Rights

(a) The Member acknowledges that all Intellectual Property Rights in the Application belong and shall belong to the Company, and the Member shall have no rights in or to the Application other than the right to use it in accordance with the terms of the GCU.

(b) Save with the prior written permission of the Company, the Member shall not under any circumstances: i) combine the Application with any other work, particularly software; ii) provide the Application by any means to a third party; or iii) lease or transfer all or part of the Application to a third party, including other companies and entities of the group to which it belongs, and is prohibited from any use other than that granted by the GCU.

11.2. Interoperability

If the Member intends to use the interoperability information of the Application to enable its interoperability, the Member shall inform the Company in advance, and shall seek to agree with the Company the conditions governing any such transmission of such information. The Member shall not undertake any decompilation of the Application until and unless agreement has been reached with the Company.

12. Personal data

The User agrees to the User Data Processing Appendix (Schedule 2) which forms part of the GCU and contains the obligations which the Company must comply with regard to the protection of the Personal Data Processed on behalf of the User.

13. Confidentiality

(a) Each Party shall keep strictly confidential and not disclose to any third party, directly or indirectly, any confidential information, that may have been communicated by or on behalf of another Party, unless that information is public knowledge or already known to such Party at the time of disclosure, or subsequently becomes public knowledge other than by breach of the GCU, or subsequently comes lawfully into the possession of such party from a third party. Each Party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.

(b) The confidential information referred above shall include (without limitation):

(i) Address, surname and forename of the User;
(ii) Address, surname and forename of the Recipient of a Delivery of Goods, if different to the User;
(iii) Address, surname and forename of the Sender of a Delivery of Goods, if different to the User;
(iv) Telephone number of the Members or third parties and communicated by a Member upon use of the Application;
(v) Any information that may relate to the Goods delivered; or
(vi) Any photographs or images revealing the above.

(c) The Member shall not seek to extract or otherwise appropriate any information from the Application or any of the Company's databases or reuse any part of the data made available through the Application.

(d) Notwithstanding the above, the Company may however, where applicable, communicate the Confidential Information as necessary to the Independent Couriers within the framework of the execution of the Deliveries of Goods.

14. Duration – suspension – termination

(a) Without affecting any other right or remedy available to it, any Party may terminate the GCU at any time with immediate effect using the procedure accessible via the Application. In addition to this Article 14, further terms may apply between Fleet Partners and the Company.

(b) On termination or expiry of the GCU:

(i) any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the GCU which existed at or before the date of termination or expiry, shall not be affected;
(ii) Members shall delete and/or destroy any personal data they have about other Members which they obtained for the purposes of providing or receiving the Services. Independent Couriers shall ensure that their Substitutes comply with this Article in respect of any personal data they obtained for the purposes of executing Deliveries of Goods;
(iii) the following Articles in Section I of the GCU shall continue in full force: Article 10.5(b) (Limitation of liability of the Company), Article 11 (Intellectual Property), Article 13 (Confidentiality) and Article 22 (Applicable law).

(c) The Company has the right to suspend any Member from the Application or from access to the Services on such terms and conditions as the Company determines for any reason, including the purposes of carrying out an investigation into any allegation that the Member has breached the GCU.

(d) Without prejudice to any other provision of the GCU in respect of the Company’s rights of suspension, the Company has the right to suspend any Independent Courier from the Application during long periods of inactivity where inactivity for the purposes of this Article means that the Independent Courier has not executed a Delivery of Goods via the Application or a defined period of time (such period of time to be determined by the Company in its sole discretion). The Company shall notify the Independent Courier in writing prior to any suspension pursuant to this Article 14(d).

(e) During any period of suspension effected by the Company in accordance with the GCU, the Member shall have no right to use the Application.

(f) In the event of suspension from the Application or of access to the Services and/or termination of the GCU in accordance with this Article 14, the Member shall have no right to any reimbursement or compensation for any loss suffered by it or any third party.

15. Transfer of the GCU

15.1 The Company may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under the GCU. The Member hereby declares to accept any change of control in the person of the Company and recognises any successor thereto as its co-contractor.

15.2 The GCU are personal to the Member and the Member shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the GCU without the prior written agreement of the Company save that any Independent Courier may exercise its right to appoint a Substitute in accordance with Article 1.2 of the SC. Any breach of the foregoing shall entitle the Company to terminate the Member's Account, without prejudice to any damages that the Company may also be entitled to claim on this ground.

16. Accrued interest

The Parties agree that any amounts of interest accrued or accruing on sums paid to the Company for any reason (where by reason of payment, prepayment or refund) shall accrue to, and be for the benefit of, the Company only and for no other person.

17. Independence of the Parties

17.1 Nothing in the GCU is intended to, or shall be deemed to, establish any partnership, joint venture, employment or worker relationship between any of the Parties, or authorise any Party to make or enter into any commitments for or on behalf of any other Party constitute any Party the agent of another Party, save for as expressly set out elsewhere in the GCU or otherwise.

17.2 Each Party confirms it is acting on its own behalf and not for the benefit of any other person, except for Members acting in their capacity as employee, worker, contractor, agent or representative for a corporate entity such as a Fleet Partner.

17.3 The Parties acknowledge and agree that the GCU do not under any circumstances establish a hierarchy or any link of subordination between them and confirm that their contractual relationship does not relate to a salaried activity. The Parties further agree that the Deliveries of Goods under the GCU are provided by the Independent Courier to the User and not by the Independent Courier to the Company. The Parties also acknowledge that the GCU do not establish any contract between the User and the Company for the Delivery of Goods which shall be provided to the User solely by the Independent Courier (acting on his/her own behalf or via its employee, worker, contractor, agent or representative in the case of a corporate entity such as a Fleet Partner or via its Substitute(s) appointed in accordance with Article 1.2 of the SC).

17.4 The Independent Courier shall independently manage or organise its activity (and/or the activity of its employees, workers, contractors, agents, representatives or Subsitutes, as appropriate) in compliance with the GCU.

18. Miscellaneous

18.1. Entire agreement

(a) The GCU and any document referred to in it (including any agreement between the Company and any Fleet Partner), constitute the entire agreement between the Parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to their subject matter unless otherwise agreed in writing by any of the Parties.

(b) Nothing in this Article 18.1 shall limit or exclude any liability for fraud.

18.2. Severance

(a) If any provision or part-provision of the GCU is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Article shall not affect the validity and enforceability of the rest of the GCU.

(b) If any provision or part-provision of the GCU is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

18.3. Headings

Article, Section and Annex headings shall not affect the interpretation of the GCU.

19. Third party rights

No one other than a Party to the GCU (and their successors and assignees) shall have any right to enforce any of the terms of the GCU.

20. Waiver

No failure or delay by a Party to exercise any right or remedy provided under the GCU 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.

21. Variation

No variation to the GCU shall be effective unless it is in writing and signed by an authorised representative of the Company or (in the case of any Member) upon acceptance of such variation via the Application pursuant to Article 2.2(a).

22. Applicable law and jurisdiction

22.1 The GCU are subject to the laws of England and Wales.

22.2 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 GCU or their subject matter or formation (including non-contractual disputes or claims). In the event of difficulty, notably in the interpretation, execution, cessation or termination of the GCU, the Parties shall first seek an amicable solution pursuant to the GCU, in the absence of which they expressly accept, within the limit of applicable laws, to submit any dispute relative to the GCU to the exclusive jurisdiction of the courts of England and Wales.

II. SPECIAL CONDITIONS APPLICABLE TO INDEPENDENT COURIERS (SC)

The special conditions hereunder, which for the avoidance of doubt form part of the GCU, apply to the Independent Couriers only and are principally designed to ensure the high standard of the services of Delivery of Goods by the Independent Couriers to the Users.

1. General information

1.1. Prerequisites to becoming an Independent Courier

(a) The Company reserves the right to confirm or reject the application of an individual or corporate entity to become an Independent Courier.

(b) The Company further reserves the right to set conditions which must be satisfied by any individual, corporate entity or employee of a transport company seeking to become an Independent Courier. Such conditions shall be communicated to the applicants by the Company from time to time and may include passing background checks, possessing certain qualifications or certifications or providing information requested by the Company or as required by applicable law. Should such conditions not be satisfied, the applicant will not be eligible to become an Independent Courier and the relevant Account will be withdrawn. Should the failure to meet the conditions come to the attention of the Company after the relevant applicant has already become an Independent Courier, the Company may suspend or terminate the Account of such Independent Courier at any time as a result of the same.

1.1.1 Private individual

(c) Any individual who is self-employed can become an Independent Courier. To do this, it must register via the Application using the process accessible from the following link https://stuart.com/become-courier/.

(d) The individual, before being able to execute Deliveries of Goods via the Application, must send to the Company the requested documentation, including evidence of identity which confirms that they are 18 or over, right to work in the UK, right to operate the Vehicle together with any vehicle and hire & reward insurance certification and a full and current driving licence (as applicable), limitedcompany information, VAT status and any other evidence needed to comply with legal or regulatory requirements notified to the individual by the Company from time to time. The individual warrants and represents to the Company that any documentation provided to the Company is truthful, accurate and not misleading and they shall update the same promptly in the event of any change in accordance with the process notified by the Company.

Corporate entity (including Fleet Partners)

(e) A corporate entity (such as an independent delivery or transport company) may use the Application to offer its own employees, workers, contractors, agents or representatives as Independent Couriers.

(f) Any such employee, worker, contractor, agent or representative of the corporate entity holding an Account will be an Independent Courier in their own right and the terms of the GCU shall apply to them as the context allows, save for as set out in the GCU. The corporate entity is also considered an Independent Courier, and the provisions of the GCU applicable to Independent Couriers, and more generally to the Members, apply de facto to this corporate entity.

(g) The corporate entity shall be responsible for ensuring that its employees, workers, contractors, agents or representatives allocated to carry out Deliveries of Goods respect and at all times act in accordance with the GCU. The corporate entity must register on the Application using the process accessible at the following link https://stuart.com/become-courier/.

(h) The corporate entity, upon creation of its Account, must provide any documents requested by the Company in addition to the documents mentioned in Article 1.1(d) of these SC.

(i) The Company shall then create sub-Accounts for each individual courier declared by the corporate entity, who may be an employee, worker, contractor, agent or representative of the same. These individuals shall then all be considered Independent Couriers and may execute Deliveries of Goods. However, all billing elements shall be allocated to the Account of the corporate entity, which shall supervise the sub-Accounts of its employees, workers, contractors, agents or representatives. The invoices for each Delivery of Goods executed by one of the employees, workers, contractors, agents or representatives of the corporate entity shall be published in the name and on behalf of the corporate entity managing the principal Account.

Accounts

(j) Each registration on the Application and each Account and Login Information are personal to each individual Independent Courier, including corporate entities. Under no circumstances, may a registration, Account or Login Information be shared with another individual or assigned to any other person save for a Substitute (as applicable). This information is confidential, as set out in Article 3.2 in Section I of the GCU. All individuals executing Deliveries of Goods via the Application save for a Substitute (as applicable) must have their own personal registration as an Independent Courier, have set up their own Account with personal Login Information and must have complied with the requirements relating to documentation set out in Articles 1.1(d) and 1.3 of these SC.

(k) The Company reserves the right to undertake checks to ensure that the Independent Couriers are using the correct Accounts. The Company may suspend or terminate the Account of any Independent Courier that is being shared or assigned to any other person save for a Substitute (as applicable).

(l) In addition to the acceptance of the GCU, access to the Services is conditional on the Independent Courier opening a payment account with the Company’s payment service provider (as communicated by the Company from time to time). The payment account enables the Independent Courier to receive Delivery Fees, Incentive Payments or Waiting Fee. To enable the opening of the payment account the Independent Courier shall provide the payment service provider with identification, bank details and any other necessary documentation required from time to time. The Company shall be entitled to terminate or suspend the Independent Courier’s Account if they provide inaccurate or false information and/or fail to promptly update the payment service provider in the event of changes to such information.

(m) If any Independent Courier’s Account is terminated pursuant to Article 14, the Company may provide such Independent Courier with the ability to challenge such termination. The Company will consider all such challenges raised and will provide its response to the same. The Company’s decision in response to such challenges will be final.

(n) The Company reserves the right to grant individuals or corporate entities that apply to become an Independent Courier temporary access to the Application. In the event that such individual or corporate entity accepts such temporary access to the Application, they shall become an Independent Courier but shall only be entitled to execute Deliveries of Goods for a defined period of time to be determined by the Company and agreed to by the Independent Courier (as amended from time to time). Temporary access of this nature (whether refused or accepted by an individual or corporate entity) shall not preclude such individual or corporate entity from becoming an Independent Courier and being granted access to the Application in the future for an undefined period of time.

1.2. Individual Substitute

(a) Any Independent Courier may at any time and for any reason appoint a suitably qualified and skilled substitute to execute the Deliveries of Goods on their behalf (in whole or in part) (Substitute) using the same Method of Transport. The Company shall have no right or ability to veto any appointment of a Substitute and the Company’s prior approval is not required. A Substitute can include others who are employed or engaged directly by the Independent Courier, including other Independent Couriers. Where the Independent Courier exercises its right to appoint a Substitute, the Independent Courier acknowledges and agrees the following terms shall apply:

(i) Any substitution shall be a private arrangement between the Independent Courier and Substitute and as such, all acts or omissions of the Substitute shall be treated as though they are the acts or omissions of the Independent Courier and the Independent Courier will continue to bear all responsibility for ensuring that all duties and obligations under the GCU (including those at Article 6.4(e) in Section I of the GCU) are met for the duration of the appointment of the Substitute and procuring that the Substitute complies with the same duties and obligations the Independent Courier is subject to in connection with the execution of Deliveries of Goods;
(ii) The Delivery Fee, Waiting Fee and Incentive Payment for any Delivery of Goods executed by a Substitute (in whole or in part) shall be paid to the Independent Courier and remains subject to the terms set out in the GCUs. The Independent Courier shall be responsible for the payment to or remuneration of any Substitute at such rate and on such terms as the Independent Courier agrees with the Substitute and ensuring that such payments are in accordance with applicable laws and regulations at all times;
(iii) It shall comply with all applicable legislation and regulations in respect of its appointment of any Substitute, including applicable employment, tax, modern slavery and child employment legislation, and hereby represents and warrants to do the same. The Company shall not be liable for any compliance or failure to comply by the Independent Courier with such applicable legislation.
(iv) It will ensure that the Substitute is not an individual who has their Account suspended or has previously had their Account terminated by the Company;
(v) It will notify the Company of all Deliveries of Goods executed by a Substitute (in whole or in part) and will provide the identity of such Substitute within 14 days of the relevant Delivery of Goods in accordance with the process communicated to it by the Company from time to time
(vi) It will assist the Company or the User in respect of enquiries which may include those relating to lost or damaged Goods which occurred during such Deliveries of Goods;
(vii) It is responsible for ensuring any Substitute is suitably qualified and skilled to execute the Deliveries of Goods. As such, the Independent Courier shall procure that the Substitute provides it with the following warranties for the benefit of the Independent Courier and the Company and provides the Independent Courier with evidence to demonstrate the following in advance of being appointed (and any other evidence or warranties needed to comply with legal or regulatory requirements as notified to the Independent Courier by the Company from time to time in writing):
- (A) ID authentication which confirms that the Substitute is 18 or over;
- (B) The Substitute has the right to work in the UK;
- (C) The Substitute does not have any unspent convictions;
- (D) The Substitute has the right to operate the Vehicle and there is relevant vehicle and hire & reward insurance in place (if applicable) to enable the Substitute to execute the Delivery of Goods; and
- (E) The Substitute has a full and current driving licence (if applicable).

(b) The Company reserves the right to undertake audits of Independent Couriers and their Account to satisfy itself that the Independent Courier has complied with its obligations outlined in Articles 1.2(iv), 1.2(vi) and 1.2(vii) above in respect of any Substitutes appointed and request evidence of the same. Should the Independent Courier be unable to evidence its compliance with these obligations, the Company may suspend or terminate the Account of such Independent Courier at any time as a result of the same.

1.3. Choice of Method of Transport

(a) The Independent Courier may choose the Method of Transport that will be used by it in carrying out the Deliveries of Goods and that it enters in its Account, subject to Article 1.3(d) below. The Method of Transport must also:

(i) comply with all applicable legal requirements e.g., be in good working order, have a valid MOT certificate, tax and insurance and it is the Independent Courier's sole responsibility to ensure such compliance; and
(ii) be in good operating condition.

(b) Maintenance operations on the Method of Transport, including the supply of fuel or, where applicable, battery charging, are the sole responsibility of the Independent Courier, which is its exclusive owner or user, and the Company shall not be liable for any compensation or financial contribution in this respect or with respect to any damage caused to the Method of Transport.

(c) The Independent Courier must take out all appropriate vehicle and hire & reward insurances, to meet at least the minimum legal requirement (i.e. third party insurance) using its own resources and, subject to the provisions of Article 12 of these SC, it is the Independent Courier's sole responsibility to ensure this.

(d) The Independent Courier may only use one Method of Transport and may only have one Account. If the Independent Courier wishes to change the Method of Transport associated with its Account, it must inform the Company via the Application or otherwise in writing, and communicate to it, where applicable, the necessary evidence in order that the Company can confirm the change. If the Independent Courier fails to meet the abovementioned requirements, it may not accept Delivery Requests from the Application until it has remedied the position.

(e) If the Independent Courier wishes to propose a motorised vehicle as Method of Transport, the Independent Courier must provide a copy of its driving licence, including evidence of the number of points remaining on its driving licence, and any other documentation and/or evidence which the Company may reasonably require.

(f) The Company reserves the right to undertake checks to ensure that Independent Couriers or any of their Substitutes have the Method of Transport that the Independent Courier has reported to the Company. The Company may suspend or terminate the Account of any Independent Courier that does not have the Method of Transport that they have reported to the Company or where any of its Substitutes do not use the same Method of Transport.

1.4 Biannual and pre-expiration renewal of evidence required by the Company

(a) The Independent Courier undertakes, without intervention of the Company, to communicate to it, (i) every six (6) months, and (ii) at least one month prior to the expiration date of the documents, the documents mentioned in Article 1.1(d) of these SC for individuals, and in Article 1.1(i) of these SC for corporate entities, and to respond without delay to any request for communication by the Company of the said documents and/or any information or document necessary to execute the GCU.

(b) If the Independent Courier fails to provide any of the documents requested within the required timeframes, the Company may automatically suspend access to the Services by the Independent Courier. Repeated failure to provide the requested documentation may result in the Company terminating the Account or suspending the Account of the Independent Courier pursuant to Article 14.

1.5. Offer of Delivery of Goods

To be able to offer Delivery of Goods, the Independent Courier must (and shall procure that any Substitute shall) respect the following procedure:

(a) Use the Application from its Device and login with its Account using its Login Information;
(b) Declare its availability by clicking the button provided on the Application; and
(c) Authorise the Application to use the geolocation function of its Device.

2. Availability of the Independent Courier

2.1 The Independent Courier may make itself unavailable by clicking on the button provided for the periods where it does not intend to be put in contact with Users via the Application. The Independent Courier must not however alternate the available and unavailable statuses of the Application at an excessive frequency so as to affect the quality of the Services. The number of changes required to be treated as excessive will be determined at the sole, reasonable discretion of the Company and the applicable level shall be communicated to the Independent Courier from time to time.

2.2 The use of bots or any other automated methods is prohibited on the Company’s systems. Independent Couriers that use, or permit the use of, such automated methods may have their Accounts terminated pursuant to Article 14.

2.3 Notwithstanding any other provision of the GCU, the Independent Courier shall be free to undertake any other work as it wishes (other than when the Independent Courier is executing the Delivery of Goods via the Application).

2.4 The Independent Courier acknowledges and understands (and will ensure that any Substitute acknowledges and understands) that the Company and the User may locate it, in real time, when its Device is switched on and it is displayed as available on the Application, in compliance with the Data Processing Addendum set out in Schedule 1. The Independent Courier agrees to keep geolocation activated on its Device when it is displayed as available on the Application and not to adopt any form of GPS blocking or spoofing.

2.5 The Independent Courier will await a notification on the Application indicating a contact with a User on the basis of the geolocation set out above. As the contact with the Users may require telephone coordination, the Independent Courier shall ensure that its mobile Device is close to it when it is in available mode, and that its phone number is completed and up-to-date in its Account.

3. Receipt of a Delivery Request

3.1 The Independent Courier may receive a Delivery Request for a Stacked Order or a single Delivery of Goods. Where the Delivery Request is for a Stacked Order, the Independent Courier may receive such Delivery Request as communicated to the Independent Courier in the HelpCentre at https://help.stuart.com/en/articles/6999413-register-for-multi-drop-deliveries and https://help.stuart.com/en/articles/6999594-what-does-a-delivery-invitation-look-like.

3.2 The Independent Courier has a period of forty (40) seconds to accept or refuse the Delivery Request (whether such Delivery Request is for a Stacked Order or a single Delivery of Goods) made by a User (or such other time period as may be notified to the Independent Courier from time to time).

3.3 Delivery Requests may be accepted by the Independent Courier automatically upon receipt in accordance with the processes communicated to the Independent Courier in the Application and on the HelpCentre at https://help.stuart.com/en/articles/6999600-auto-accept.

3.4 The Independent Courier is free to accept or refuse any Delivery Requests.

3.5 The Independent Courier shall calculate its underlying costs for providing Delivery(ies) of Goods. The acceptance of a Delivery Request means that the Delivery Fee is greater than the cost of the transport for the Independent Courier.

3.6 An Independent Courier using a motorised Method of Transport must ensure that the aforementioned sum covers: i) the costs incurred by any applicable legal and regulatory obligations, e.g., relating to employment, tax, insurance and safety matters; ii) the costs of fuel and maintenance; iii) the amortisation or rent of the vehicles; iv) the travel expenses of the vehicle drivers; v) tolls; vi) the costs of transport documents and tax stamps; and vii) where applicable, the remuneration of the company manager.

3.7 Acceptance by the Independent Courier or its Substitute, in compliance with Article 4.1, creates an agreement between the User and the Independent Courier, such that the Independent Courier irrevocably undertakes to execute the Delivery of Goods requested and the User undertakes to pay the Fees due or any applicable Cancellation Fee.

4. Delivery fee

4.1 The provisions relating to payments and invoices contained in this Article 4 are subject to Article 1.2(a)(ii) of these SC and shall not apply in the case of Fleet Partners and those individual couriers that are an employee, worker, contractor, agent or representative of any Fleet Partner. In such a case, the terms governing fees will be agreed and documented directly between the Fleet Partner and the Company. Accordingly the remaining terms apply only to those Independent Couriers that are not associated with any Fleet Partner.

4.2 The Delivery Fee is paid by the User to the Independent Courier for each Delivery of Goods and is included in the applicable Fees or Cancellation Fee. In particular:

(a) With respect to the Fees, the Delivery Fee is dependent on geography and Package Size or Method of Transport. The Delivery Fee available for each Delivery of Goods is displayed to the Independent Courier before each Delivery of Goods is accepted.
(b) With respect to the Cancellation Fee, the Delivery Fee is such other amount that the Company may reasonably determine from time to time, as communicated to the Independent Courier in the earnings section of the HelpCentre at https://help.stuart.com/en/articles/6999675-returns cancellations-multi-drop-deliveries#h_a3206d53e6.

4.3 In addition to the Delivery Fee, Independent Couriers may also receive additional payments from the Company to incentivise them to execute Deliveries of Goods (Incentive Payments). Such Incentive Payments shall be at the discretion of the Company and the eligibility conditions therefore shall be communicated to the Independent Couriers by the Company from time to time.

4.4 The Company will send messages alerting the Independent Courier as to any issues causing ineligibility for the Incentive Payments, as appropriate.

4.5 In addition to the Delivery Fee and the Incentive Payments referred to above, the Independent Courier may receive a payment for the time they spend waiting to take collection of the Delivery of Goods (Waiting Fee). The Waiting Fee shall not be payable in circumstances where either: (a) the Independent Courier cancels the Delivery of Goods (whether before the Waiting Time has elapsed or otherwise), other than where such cancellation is as a result of the Independent Courier requesting a return delivery pursuant to Article 7 of these SC; or (b) a Cancellation Fee is payable by the User with respect to the Delivery of Goods. The conditions and amount of the Waiting Fee that may become payable shall be communicated to the Independent Courier by the Company from time to time.

5. Acceptance and execution of a Delivery of Goods

5.1 The Company does not under any circumstances undertake to provide the Independent Courier with a minimum number of Deliveries of Goods to be executed. The Company assumes a best efforts obligation only to put the Independent Courier in contact with Users wishing to undertake a Delivery of Goods, and does not guarantee a minimum number of Users, or places of availability of the Independent Courier.

5.2 Once the Independent Courier has accepted the Delivery Request, it must go without delay given the relevant time of pick-up to the Collection Address specified by the User to collect the Goods (via the fastest route according to factors such as traffic).

5.3 The conditions under which the Independent Courier may cancel a Delivery of Goods are detailed in Article 6.5(b).

5.4 The Independent Courier must make contact with the Recipient of the Delivery of Goods to give it the Goods at the Delivery Address, in compliance with the information provided to it via the Application, then confirm completion of the Delivery of Goods via the Application.

6. Commission

6.1 The provisions relating to payments and invoices contained in this Article 6 shall not apply in the case of Fleet Partners and those individual couriers that are an employee, worker, contractor, agent or representative of any Fleet Partner. In such a case, the terms governing commission will be agreed and documented directly between the Fleet Partner and the Company. Accordingly the remaining terms apply only to those Independent Couriers that are not associated with any Fleet Partner.

6.2 The Independent Courier shall pay the Company commission at the rate communicated to the Independent Couriers by the Company from time to time (Commission). The Commission shall be calculated on the basis of the Delivery Fee payable pursuant to Article 6.3. In order to pay the Commission to the Company, the Independent Courier shall confer a mandate for collection and billing to the Company in accordance with Section III and IV of the GCU.

7. Execution of a return of Goods

7.1 Following acceptance of a Delivery Request, the Independent Courier may be required to return the Goods to the Sender in several circumstances described in Section I of the GCU, such as, without limitation, refusal or failure to sign by the Recipient(s) or damage to the Goods.

7.2 Consequently, the Independent Courier, prior to acceptance of the Delivery Request, accepts that it may have to undertake such a return. The Independent Courier acknowledges that this return may lengthen its time for Delivery of Goods.

8. Limitation of liability of the Independent Courier

8.1 If an Independent Courier is an employee, worker, contractor, agent or representative of a corporate entity such as a Fleet Partner, any liability and responsibility rests with that corporate entity. Accordingly, any reference to an Independent Courier in this Article 8 is a reference to the corporate entity and not to any individual employee, worker, contractor, agent or representative of the same. For the avoidance of doubt, any reference to an Independent Courier in this Article 8 does not include a Substitute.

8.2 The Independent Courier may become liable for material damage and/or consequential loss, such as loss, theft, material damage, or destruction of the Goods during the Delivery of Goods whether or not such danage or loss was caused by its own acts or omissions or those of its Substitute (as applicable), except where the foregoing are due to factors such as, without limitation, fault of the Sender or the Recipient, a Force Majeure Event and/or a defect inherent to the Goods or insufficient packaging.

8.3 The Independent Courier's total liability for material damage and/or consequential loss, such as loss, theft, material damage, average or destruction of the Goods shall be the greater of:

(a) the original value of the Goods; or
(b) the amount of their repair or reconstitution, in both cases up to the limit of £500

8.4 The User and/or Recipient must provide receipts to support any claim.

8.5 The Independent Courier shall not be liable for any indirect loss resulting from the Delivery of Goods or the failure of the Delivery of Goods.

8.6 The Independent Courier shall bear no liability to the Company for failure to carry out the Delivery of Goods, as its sole responsibility for this service is to the User.

9. Payment

9.1 The provisions relating to payments and invoices contained in this Article 9 shall not apply in the case of Fleet Partners and those individual couriers that are an employee, worker, contractor, agent or representative of any Fleet Partner. In such a case, the terms governing commission will be agreed and documented directly between the Fleet Partner and the Company. Accordingly the remaining terms apply only to those Independent Couriers that are not associated with any Fleet Partner.

9.2 The Independent Courier shall at all times provide all necessary information, in particular in relation to its identification and its status for VAT purposes (including details of any VAT registration), and confer a mandate for collection and billing in accordance with Section III and IV of the GCU.

9.3 The Independent Courier shall receive payment from the Company, which has been collected from the User, on a weekly basis of the Delivery Fee relating to the Deliveries of Goods executed since the last invoice issued (since the date of creation of the Account for the first payment), in accordance with Section III of the GCU. Payment of the Incentive Payments and the Waiting Fee to the Independent Courier by the Company shall also take place on a weekly basis.

10. Specific guarantees of the Independent Courier

10.1 The Independent Courier shall comply with all applicable legislation and regulations, including, for corporate entities, applicable employment legislation and shall make all declarations (e.g. tax or social security) required of it with regard to its activity as an Independent Courier. The Company shall not be liable for any compliance or failure to comply by the Independent Courier with such applicable legislation.

10.2 The Independent Courier shall comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force (Anti-Slavery Laws) including but not limited to the Modern Slavery Act 2015. The Independent Courier shall comply with any reasonable written request received from the Company for the purposes of any reporting requirements under the Anti Slavery Laws.

10.3 The Independent Courier may use its own equipment, as long as it is not branded by another delivery company, and is under no obligation to use any offered by the Company.

10.4 The Independent Courier shall comply with the Highway Code and shall procure that its employees, workers, contractors, agents and representatives shall do the same. It shall be solely responsible for any breach of the Highway Code and shall assume the consequences of any criminal proceedings. Any and all costs associated with any breach of the Highway Code, local regulations or criminal activity (including any parking fines or speeding violations) shall be borne by the Independent Courier and the Company shall not be liable for any compensation or financial contribution in this respect.

10.5 The Independent Courier shall take all possible precautions to be in the best possible condition, both physically and psychologically, when it is in an available status and shall procure that its employees, workers, contractors, agents, and representatives shall do the same. The Independent Courier shall promptly notify the Company in writing of any accident, difficulty or incident which occurs when carrying out a Delivery of Goods, such notification to include the circumstances of the accident, difficulty or incident. Informing the Company of the accident, difficulty or incident shall not give rise to any liability on the part of the Company. In respect of the foregoing, the Independent Courier acknowledges and agrees that at all times it is solely liable for its acts or omissions with regard to Users and third parties, including the Recipient of the Delivery of Goods.

10.6 The Independent Courier shall inform the Company if it or any of its employees, workers, contractors, agents and representatives no longer fulfils one or more conditions required to carry out Deliveries of Goods, e.g. in the case of suspension/withdrawal of one or more of the documents mentioned in the GCU or these SC, within a period of twenty-four (24) hours after occurrence of the event. The Company reserves the right to suspend the Independent Courier’s access to the Services until the position is remedied. Any suspension, termination or withdrawal of the Service due exclusively to the fault of the Independent Courier, such as driving a vehicle while under the influence of alcohol, offences under the Highway Code, transportation of a User for a valuable consideration, breach by the Independent Courier of its confidentiality undertaking set out in Article 13, and/or breach of any other condition of the GCU shall not entitle the Independent Courier to any compensation.

10.7 The Independent Courier agrees that it shall, and shall procure that its employees, workers, contractors, agents and representatives shall, act in good faith and will not commit any fraud or dishonesty against the Company or any User. The Independent Courier will ensure that it uses the Application in the manner described in the GCU and these SC and will not take any steps to circumvent the Company’s processes other than as envisaged in the GCU and any other operating standards that may be communicated to the Independent Courier from time to time. Any breach of the foregoing shall entitle the Company to terminate the Independent Courier’s Account, without prejudice to any damages that the Company may also be entitled to claim on this ground.

11. Personal data

The Independent Courier undertakes to respect the fundamental rights of privacy and data protection of the User and, where applicable, third parties such as the Recipient. The Independent Courier shall procure that its employees, workers, contractors, agents and representatives shall, comply with all applicable laws and with Schedule 1 (Data Processing Addendum) in respect of any Personal Data it Processes in the context of the provision of the execution of a Delivery of Goods.

12. Insurance

12.1 The Company requires the Independent Couriers to hold, and ensure that its Substitutes hold, adequate public liability insurance having regard to its obligations under the GCU and any other insurances which may be required by applicable law.

12.2 In its capacity as agent acting on behalf of the Independent Couriers, the Company has negotiated a framework insurance agreement with Collective Society Ltd via Zurich Insurance Plc which provides
accident coverage for Independent Couriers during a Delivery of Goods (Collective Benefits Policy). The Independent Courier may benefit under the Collective Benefits Policy, subject to the policy terms communicated by the Company from time to time, to the extent that the Independent Courier does not hold its own insurance policy or its existing policy does not insure against all liabilities that would normally be insured against in connection with the execution of the Delivery of Goods.

12.3 Any declaration of loss or damage in the execution of a Delivery of Goods must be sent promptly by the Independent Courier via the Application to the Company. The process for initiating a claim under the Collective Benefits Policy shall be communicated by the Company to the Independent Couriers from time to time. Where the loss or damage has arisen in the execution of a Delivery of Goods by a Substitute, it is the Independent Courier’s responsibility to notify the Company and initiate the claim under the Collective Benefits Policy.

III. Collection mandate

(a) The provisions relating to payments and invoices contained in this Section III shall not apply in the case of Fleet Partners and those individual couriers that are an employee, worker, contractor, agent or representative of any Fleet Partner. In such a case, the terms governing commission will be agreed and documented directly between the Fleet Partner and the Company. Accordingly, the remaining terms apply only to those Independent Couriers that are not associated with any Fleet Partner.

(b) The Company puts Users in contact with the Independent Courier by giving them access to the Company's Application. The Independent Courier, acting always as principal, gives mandate to the Company, acting as agent, which it hereby accepts, to collect in its name and on its behalf, via its banking service provider, the sums due for the Deliveries of Goods undertaken by the Independent Courier or its Substitute (as applicable) for the User.

(c) The Delivery Fee due from the User to the Independent Courier for the Delivery of Goods, which are collected by the Company on behalf of the Independent Courier, shall be paid to the Independent Courier’s bank account, from which the Company may directly deduct its Commission pursuant to Article 16 of these SC, any interest which accrues, and any amount payable for insurance.

(d) All other sums due to the Independent Courier (less any Commission payable) shall be paid into the Independent Courier’s bank account specified by the Independent Courier, weekly from the last payment (and notification of the bank account for the first payment) after settlement of accounts.

(e) The Independent Courier expressly authorises the Company to withhold, where applicable, the payment of sums due to it as provided for in the GCU. The Independent Courier expressly authorises the Company to deduct from the sums withheld and, if necessary, from the other sums due from the User to the Independent Courier, any sums due under the GCU. In particular, the Company may deduct any monies owed by the Independent Courier to the Company from any payments to be made by the Company to the Independent Courier pursuant to the GCU.

IV. Billing mandate

(a) The provisions relating to payments and invoices contained in this Section IV shall not apply in the case of Fleet Partners and those individual couriers that are an employee, worker, contractor, agent or representative of any Fleet Partner. In such a case, the terms governing commission will be agreed and documented directly between the Fleet Partner and the Company. Accordingly, the remaining terms apply only to those Independent Couriers that are not associated with any Fleet Partner.

(b) The Company puts Users in contact with the Independent Courier by giving them access to the Company's Application. The Independent Courier, acting always as principal, confers on the Company, acting as agent, with respect for the applicable economic and tax rules, the task of collecting the Delivery Fee from the User and, where applicable, preparing the Independent Courier's invoices.

(c) The Independent Courier expressly authorises and instructs the Company, which hereby accepts, to collect the Delivery Fee from the Users and, where applicable, prepare in its name and on its behalf original invoices (initial and/or corrective) relating to the Deliveries of Goods and issue the same to the Users, in compliance with all applicable legislation, relying solely on any VAT information provided by the Independent Courier.

(d) The Company shall be responsible for sending the said invoices to the Users.

(e) The Company, acting as agent, shall prepare the invoices for Deliveries of Goods in compliance with the information given by the Independent Courier, in the name and on behalf of the Independent Courier (acting as principal).

(f) The Company shall ensure that, provided the Independent Courier has furnished the Company with all relevant information, the original invoices the Company produces in the name and on behalf of the Independent Courier are in the same form as if they had been issued by the Independent Courier itself, particularly in relation to the mandatory details required by the applicable legislation.

(g) The Company shall also ensure that the original invoices it produces bear the wording "Invoice issued by [name of Independent Courier]".

(h) The Parties agree that the invoices produced within the framework of the GCU do not need to be formally authenticated by the Independent Courier.

(i) The Company shall make a report available to the Independent Courier in the Application indicating:

(i) The number of Deliveries of Goods made in connection with its Account;
(ii) The total amount of the sums corresponding to the Deliveries of Goods and any Cancellation Fees; and

(j) If the Independent Courier has any concerns relating to the report above, it may request further information and copy invoices from the Company. The Company shall produce a corrective invoice, if appropriate, or a credit note (as appropriate).

V. Taxation

(a) The provisions relating to payments and invoices contained in this Section V shall not apply in the case of Fleet Partners and those individual couriers that are an employee, worker, contractor, agent or representative of any Fleet Partner. In such a case, the terms governing commission will be agreed and documented directly between the Fleet Partner and the Company. Accordingly the remaining terms apply only to those Independent Couriers that are not associated with any Fleet Partner.

(b) The Independent Courier retains full liability for its legal and tax obligations in matters of billing for the original invoices prepared in its name and on its behalf by the Company pursuant to the GCU, particularly in relation to its VAT obligations and taxes on income.

(c) The Independent Courier must ensure that its billing information and VAT status is up-to-date, complete and correct at all times. The Company has no responsibility to advise the Independent Courier of any VAT obligations.

(d) The Independent Courier shall declare its income generated for Deliveries of Goods to the tax authorities and shall file all relevant tax and VAT returns, and accounts for all VAT due on the service of Delivery of Goods.

(e) The Company shall not be liable for breaches of the Independent Courier's VAT or tax obligations, and shall have no joint and several liability for payment of any VAT, penalties or fines owed by the Independent Courier.

(f) All amounts of Commission payable by the Independent Courier to the Company for the Services shall include VAT if the Independent Courier is VAT registered and shall exclude VAT if the Independent Courier is not VAT registered. The Independent Courier shall provide to the Company details of its VAT status (including confirmation of whether or not it is registered for VAT and, if it is VAT registered, details of its registration (including its VAT registration number)). The Independent Courier shall notify the Company as soon as possible if its VAT status changes or if the details of its VAT registration have changed.

(g) Any Independent Courier that is registered for VAT purposes in the United Kingdom (or is liable to be registered):

(i) represents and warrants to the Company that its permanent address, and the place where it usually resides, is in the United Kingdom and that it does not have a place of business or fixed establishment outside the United Kingdom;
(ii) authorises the Company to (a) prepare VAT invoices to Users for the Delivery of Goods on its behalf (with the Independent Courier as the principal), and (b) collect any sums in respect of VAT payable by the Users on the Delivery Fee;
(iii) shall be solely responsible for accounting for VAT on the Delivery Fee paid by the User for the Delivery of Goods and the Independent Courier shall indemnify the Company and keep the Company indemnified against any claims from a tax authority for any VAT (including any related penalties, surcharges, fines or interest) chargeable on the Delivery Fee payable by the Users for the Delivery of Goods; and
(iv) accepts and acknowledges that the Company shall not be responsible for any incorrectly charged VAT, or any related penalties, surcharges, fines or interest, that arises as a result of or in connection with the failure by the Independent Courier to provide correct and up to date information about its VAT status to the Company.

(h) Any Independent Courier that is not registered for VAT purposes shall notify the Company immediately on becoming liable to register for VAT or on electing to register for VAT and the Company shall not be responsible for any VAT consequences of the Independent Courier resulting from any failure of the Independent Courier to inform the Company of its change in VAT status.

(f) Self-billing agreement for VAT-registered Independent Couriers

(i) The Company and any Independent Courier that is VAT-registered agree that any VAT invoices produced by the Company (on behalf of the Independent Courier) in respect of any Incentive Payments payable by the Company to the Independent Courier or any manual adjustments that the Company is required to make in respect of the Delivery Fee shall be subject to the VAT "self-billing procedure".

(j) For this purpose, the Company and the Independent Courier agree that the terms of the self-billing agreement are as follows:

(i) The Company's VAT number is 227159015.
(ii) The Independent Courier's VAT number is as notified to the Company in accordance with the terms of these GCU.

(k) The self-biller (the Company) agrees:

(i) to issue self-billed invoices for all supplies made to it by the Independent Courier (the supplier) until the Independent Courier notifies the Company otherwise in writing;
(ii) to complete self-billed invoices showing the Independent Courier's name, address and VAT registration number, together with all the other details which constitute a full VAT invoice;
(iii) to make a new self-billing agreement in the event that the Independent Courier notifies the Company that its VAT registration number changes; and
(iv) to inform the Independent Courier if the issue of self-billed invoices will be outsourced to a third party.

(l) The self-billee (the Independent Courier) agrees:

(i) to accept invoices raised by the self-biller (the Company) on its behalf until the Independent Courier notifies the Company otherwise in writing;
(ii) not to raise sales invoices for the transactions covered by this self-billing agreement; and
(iii) to notify the Company immediately if it:
- (A) changes its VAT registration number;
- B) ceases to be VAT-registered; or
- (C) sells its business, or part of its business.

Schedule 1 - Data Processing Addendum

I. Introduction

To ensure compliance with the Data Protection Laws and, in particular, with Article 28 of the GDPR the Parties hereby agree to the following terms, collectively referred to as the Data Processing Addendum (DPA or Addendum). Any reference to the Independent Courier in connection with the Processing of Personal Data in this DPA includes a Substitute (save as expressly stated otherwise).

The Company reserves the right to amend this Data Processing Addendum at any time during the term of the GCU 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, or if required to take account of any changes to the Processing of Personal Data pursuant to the GCU.

For the avoidance of doubt, in circumstances where the Company holds Personal Data in the capacity of a Data Controller, the Company wishes to draw the Independent Courier’s attention to the Company’s Privacy Notice (available here).

II. Definitions and Interpretation

The terms defined in this Addendum shall have the meaning indicated in the GCU, where applicable, or otherwise by the Data Protection Laws.

III. Application of this Data Processing Addendum

This Data Processing Addendum will only apply to the extent that the Independent Courier Process Personal Data in the context of the execution of a Delivery of Goods as provided for in the GCU (for the purposes of this Addendum ‘Services’).

IV. Purpose

This Data Processing Addendum stipulates the conditions in which the Independent Courier shall Process Personal Data on behalf of the Data Controller.

V. Personal Data

The Parties acknowledge that the Processing of Personal Data is necessary for the provision of the The Company will provide the Independent Courier with the Personal Data that is necessary to facilitate delivery of the Services and any relevant Delivery of Goods. The Independent Courier will have access to this Personal Data through the Application.
The Parties undertake to comply, as far as they are concerned, with the Data Protection Laws.
Data Protection Roles.
1. For the purposes of this DPA, the Company shall act as Data Processor for the Controller, where the Client is the Controller, and as a Sub-processor where User acts as a Processor on behalf of a Controller.
2. To the extent that the Independent Courier Process Personal Data on behalf of the User, they shall act as a Sub-Processor.
Purposes, Type and Data Subjects concerned.
1. The Independent Courier shall receive the Personal Data that is necessary for the provision of the Services.
2. The categories of Personal Data and of Data Subject concerned are as follows:
  - a) Categories of Personal Data: Name, Surname, Address, Phone Number, Email Address and Delivery Details (Door Code, Stair Identifier, Floor Number, Details of safe space (as applicable) and Door Location).
  - b) Categories of Data Subject: User, Sender, or Recipient.

VI. Obligations of the Independent Courier

(1) The Independent Courier shall, and shall procure that their Substitute (as applicable) shall:

(1) not Process the Personal Data or disclose Personal Data other than in accordance with the Controller and Company’s documented instructions (whether in the GCU or otherwise) unless required by EU or Member State law to which the Relevant Data Processor is subject, in which case, the Independent Courier shall to the extent permitted by such law inform the Company of that legal requirement before the relevant Processing of that Personal Data;
(2) not sell, retain, or use any Personal Data for any purpose other than as permitted by this DPA and the GCU. In the event that the Personal Data is Processed for any other purposes the Independent Courier shall be considered a Data Controller and fully responsible for compliance with the Data Protection Laws;
(3) implement appropriate technical and organisational measures to ensure a level of security proportionate to the risk and shall take all measures required pursuant to Article 32 GDPR in relation to the Processing of Personal Data, taking account of the risks that are presented by Processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise Processed; and
(4) not transfer any Personal Data outside of the United Kingdom or the EEA.

(2) The Independent Courier (which for the purposes of this Article does not include a Substitute) shall:

(1) maintain Records of Processing which include the details of all Substitutes which the Independent Courier has transferred Personal Data to (as applicable);
(2) where applicable, ensure that the Substitute is
- (a) subject to an agreement that is the same or substantively similar to these terms and otherwise complies with the requirements of Article 28 GDPR;
- (b) carefully selected according to the suitability and reliability for the purposes of complying with their obligations under the Data Protection Laws;
- (c) aware of the manner in which their Personal Data is Processed by the Company and the Independent Courier;
- (d) bound by confidentiality obligations or subject to an obligation of confidentiality which is the same or substantively similar to Article 13 (Confidentiality);
- (e) informed of and able to comply with the appropriate technical and organisational measures;
(3) not sub-contract the Processing of Personal Data to a Sub-Processor other than their elected Substitute;
(4) notify Company in writing of an actual or suspected Personal Data Breach without undue delay, and in any case no later than forty-eight (48) hours after the Personal Data Breach and provide assistance to the Company as required under Data Protection Laws in responding to it. To the extent that a Personal Data Breach does not result from a breach by the Company of its obligations in the GCU, the Independent Courier shall reimburse the Company in full for all costs reasonably and properly incurred by the Company performing its obligations under this Article (including internal costs and third party costs including legal fees);
(5) without undue delay, provide the Company with reasonable assistance with:
- (a) data protection impact assessments;
- (b) responses to data subjects’ requests to exercise their rights under Data Protection Laws; and,
- (c) engagement with supervisory authorities.
(6) If requested, provide Processor with information necessary to demonstrate its compliance with obligations under Data Protection Laws and this DPA;
(7) provide the Company with all the necessary information to evidence compliance with its obligations, as well as to perform all audits and inspections undertaken either by the Company or by any other auditor. The Independent Courier shall reimburse the Company in full for all costs reasonably and properly incurred in the performance of its obligations under this Article (including internal costs and third party costs including legal fees);
(8) delete or return Personal Data to the Company as soon as reasonably practicable, and in any event within 90 (ninety) days, upon termination of the GCU, unless such retention is required by law in which case the Independent Courier shall notify the Company accordingly.

VII. Liability

(1) The Independent Courier (which for the purposes of this Article shall not iclude a Substitute) shall defend, indemnify, and hold the other Parties harmless and keep the other Parties indemnified, on demand from and against any and all actual or alleged claims and damages incurred by the Independent Courier, negligence or default including its Substitutes negligence, breach, or default unauthorised or unlawful processing, or accidental loss, disclosure, destruction, or damage to any of the other Parties data, systems, or reputation.

(2) Without prejudice to the liability clauses in the GCU, either Party shall be liable for and shall indemnify the other Party from and against all damages which the non-defaulting Party may suffer consequent upon any breach of applicable Data Protection Laws.

VIII. Company’s obligations

(a) The Company shall provide the Data Subjects with the relevant information regarding the Processing of their Personal Data, at the time where their Personal Data is collected

(b) The Company shall ensure that all necessary notification and communications are made with the Supervisory Authorities and the User.

(c) The Company warrants that all Personal Data disclosed or transferred to the Independent Courier has been and shall be collected in accordance with the Data Protection Laws.

Schedule 2 - User Data Processing Appendix

I. Introduction

This User Data Processing Appendix (UDPA 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 GCU 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, or if required to take account of any changes to the Processing of Personal Data pursuant to the GCU.

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 GCU, where applicable, or otherwise as defined below.

Notification Email Address means the email address (if any) designated by the User 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 User.

IV. Purpose

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

V. Processing of Data

(a) The Parties acknowledge that the Processing of Personal Data is necessary for the provision of the Services. The User 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.

(b) Controller and Processor - Roles and Responsibilities.

i) The Parties acknowledge and agree that, for the purposes of this Appendix, the Company shall:

(1) act as a Data Processor where the User is a Data Controller; or,
(2) as a Sub-Processor where the User is a Data Processor.
(3) To the extent that the User acts as a Processor the User warrants on an ongoing basis that the relevant controller has authorised:
- (a) the Instructions;
- (b) the User’s appointment of the Company as a Sub-Processor;
- (c) the Company’s engagement of Sub-Processors as described in Section VI.
(4) The User will immediately notify the relevant Controller of any notice provided by the Company as set out in Section VI.

(c) User Instructions.

(i) By agreeing to this Appendix, the User instructs the Company to process Personal Data in accordance with the applicable Data Protection Law for the following purposes:

(1) To Provide the User the Services as described in the GCU and any related technical support;
(2) As documented in the form of the GCU, including this Appendix;
(3) As further documented in any other written Instructions given by the User and acknowledged by the Company as constituting Instructions for the purposes of this Appendix (collectively, the Instructions).

VI. The Company’s Obligations

(a) Accordingly, the Company undertakes to:

(i) comply with the Instructions unless prohibited to do so by the Data Protection Laws or any other applicable law. The Company will notify the User without undue delay if, in the Company’s opinion:
- (1) an applicable law prohibits the Company from complying with an Instruction;
- (2) an Instruction does not comply with the Data Protection Laws; or,
- (3) the Company is otherwise unable to comply with an Instruction, in each case unless such notice is prohibited by law.
(ii) provide all reasonable assistance to the User 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,
- (3) engagement with Supervisory Authorities.
(iii) promptly inform the User of any requests made directly to it and, in general, of any developments affecting the Processing of Personal Data performed on behalf of the User.
(iv) shall 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 User's behalf.
(v) 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.
(vi) notify the User promptly of a Personal Data Breach. In this situation, the Company shall communicate to the User 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.
(vii) deliver its notification of any Personal Data Breach to the Notification Email Address or, at the Company’s discretion (including if the User has not provided a Notification Email Address), by any other reasonable means of communication. The User is solely responsible for providing the Notification Email Address and ensuring that this is current and valid.
(viii) assist the User with responding to any requests from a Supervisory Authority regarding the incident. The User remains solely responsible for complying with incident notification laws applicable to the User and fulfilling any third-party notification obligations related to any Personal Data Breach or other Security Incident.

(b) The User generally authorises the Company to engage a Sub-Processor under the following conditions:

(i) the Company shall procure that any Sub-Processor shall comply with the same or substantively similar obligations as set out in this Agreement; and
(ii) the Company will provide, upon request, the details of the Sub-Processors engaged on behalf of the User.

(i) 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.
(ii) 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.

(d) Retention of Personal Data

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

(e) Audits

(i) The User, 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.
(ii) The User 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.
(iii) 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.
(iv) Nothing in this Appendix will require the Company to disclose or provide access to the User or its third-party auditor:
- (1) any data of any other User;
- (2) any Company trade secret;
- (3) any information that User 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;
- (4) 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 User or third party.

VII. Effect of this Appendix

(a) Order of Precedence

(i) 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:
- (1) the SCCs;
- (2) the remainder of this Data Processing Appendix; and
- (3) the remainder of the GCU.
(ii) Subject to the amendments in this Data Processing Appendix, the GCU shall remain in full force and effect.

(b) Modification of SCCs.

(i) 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.

(i) This Data Processing Appendix will not affect any separate, specific terms between the Company and User reflecting a Controller-Controller relationship or for a service other than or additional to those set out in the GCU.

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

IX. User’s Responsibilities

1. User is responsible for:

1.1 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 User employs to access the Company Services;
1.2 providing the Notification Email Address and ensuring that this is current and in service;
1.3 if the User 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
1.4 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

Summary of Processing	Data Subjects	Categories of Personal Data	Purposes of the Processing
Reciprocal exchange of Personal Data of the contact persons for the execution of the GCU	Administrative and operational contacts of the other Party	Name(s), First name(s), Function, Professional telephone number, Professional email address.	Personalised management of the relationship between the User and the Company, and, Carrying out the administrative, legal and accounting operations relating to the execution of the GCU.
Transmission of Personal Data of the User/Recipients to facilitate the Delivery of Goods	User/Recipients	Name(s), First name(s), Telephone number, Postal address, Signature, Free text field that can contain additional information (e.g. digicode, floor, etc.).	Provision of the Services to Users; Billing.
Transmission of Personal Data from the Company to the User	Independent Couriers Substitutes	Name(s), First name(s), Independent Courier ID, Additional data in case of a delivery dispute.	Tracking, invoicing and payment for the Services.

General Conditions of Use - Stuart Delivery Ltd

IntroductionI. Provisions which apply to the Users and the Independent Couriers

II. Special conditions applicable to Independent Couriers (SC)

III. Collection mandate

IV. Billing mandate

V. Taxation

Schedule 1 - Data Processing Addendum

Schedule 2 - User Data Processing Appendix

Introduction

I. PROVISIONS WHICH APPLY TO THE USERS AND THE INDEPENDENT COURIERS

1. Definitions

2. Acceptance and modification of the GCU

2.1. Acceptance of the GCU

2.2. Amendments to the GCU

3. Creation of an Account

3.1. General information

3.2. Login Information

4. Formation of contract

4.1. Agreement of the Parties

4.2. Evidence

5. Prerequisites

5.1. Excluded Goods

5.2. Package Size & limits of the Method of Transport

6. Processes relative to the Deliveries of Goods

6.1. Request for Delivery of Goods by the User

6.2. Acceptance by the Independent Courier of the Delivery Request

(a) Confirmation of the Delivery Request

(b) Communication between the User, the Independent Courier, the Sender and the Recipient

(c) Execution of the Delivery of Goods by the Independent Courier

(d) Delivery of the Goods by the Independent Courier to the Recipient

(e) Return of Goods by the Independent Courier

6.3. Fees

6.4 Delivery Requirements

6.5 Cancellation by the Member

(a) Cancellation by the User

(b) Cancellation by the Independent Courier

7. Resolution of disputes concerning the Delivery of Goods

7.1 General principles

7.2. Upon receipt of the Delivery of Goods by the Recipient

(a) Damaged Goods:

(b) Loss of goods

(c) Other causes

8. Payment – invoices

8.1. Subject to Article 8.4, the following payment terms apply to use of the Application:

8.2. Subject to Article 8.4, the following provisions regarding invoices and receipts apply to the Application:

8.3. Subject to Article 8.4, in terms of payment default, the following shall apply:

9. Access to and availability of the Application and Services

10. Guarantees – Liability – Force Majeure

10.1. Corporate entities

10.2. Guarantee of the Members

10.3. Liability of the Members

10.4. Indemnity

10.5. Limitation of liability of the Company

(d) Additional provisions in relation to the Delivery of Goods

11. Intellectual property

11.1. Intellectual Property Rights

11.2. Interoperability

12. Personal data

13. Confidentiality

14. Duration – suspension – termination

15. Transfer of the GCU

16. Accrued interest

17. Independence of the Parties

18. Miscellaneous

18.1. Entire agreement

18.2. Severance

18.3. Headings

19. Third party rights

20. Waiver

21. Variation

22. Applicable law and jurisdiction

II. SPECIAL CONDITIONS APPLICABLE TO INDEPENDENT COURIERS (SC)

1. General information

1.1. Prerequisites to becoming an Independent Courier

1.1.1 Private individual

Corporate entity (including Fleet Partners)

Accounts

1.2. Individual Substitute

1.3. Choice of Method of Transport

1.4 Biannual and pre-expiration renewal of evidence required by the Company

Introduction

I. Provisions which apply to the Users and the Independent Couriers