Terms & Conditions
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 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. These GCU include the Special Conditions ("SC") which apply to the Independent Couriers only (see Part II below).
The Independent Couriers are completely independent of the Company, as set out in Article 17 of these GCU, and the Deliveries of Goods are supplied to the Users by the Independent Couriers alone (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 these GCU and has no responsibility or obligation to supervise the Independent Courier.
The service offered by the Company is that of putting the User and the Independent Courier in contact only. 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.
I. Provisions common to the Users and the Independent Couriers
In these 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.
"Collection Address": means the collection address of the Goods entered by the User in the Application for a Delivery Request.
"Company": Stuart Delivery Limited, registered number 09790251 whose registered office is at New Bridge Street House, 30-34 New Bridge Street, London, United Kingdom, EC4V 6BJ. Customer service: +44808 1684833 or email@example.com.
"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 by the Independent Courier(s) to the User via the Application.
"Delivery Request": means a request by a User for a Delivery 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.
"Excluded Goods": means the excluded goods listed in Article 5.1, and within the dimension and/or weight limits listed in Article 5.2 of the GCU.
"Force Majeure Event" means any circumstance not within a Party's reasonable control including, without limitation:
- acts of God, flood, drought, earthquake or other natural disaster;
- epidemic or pandemic;
- 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;
- nuclear, chemical or biological contamination or sonic boom;
- 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;
- collapse of buildings, fire, explosion or accident;
- 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);
- non-performance by suppliers or subcontractors (other than by companies in the same group as the Party seeking to rely on this Article); and
- interruption or failure of utility service.
"GCU": means these general conditions of use and their annexes, including the Privacy Charter, 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 with the exception of the Excluded Goods.
"Independent Courier": means the individual or corporate entity (and in this case the agent of the said corporate entity) who offers his services via the Application in order to execute Deliveries of Goods on behalf of the Users.
"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 this Member to access his 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 making the Delivery of Goods, namely (i) transport on foot (including travel by roller-scooter, skateboard, roller skates, etc.), (ii) transport by bicycle, (iii) transport on moped/motorbike, or (iv) transport by land motor vehicle of under 3.5 tonnes authorised gross weight (cars, commercial vehicles or vans), hereinafter referred to as "Vehicle(s)".
"Minimum Price": means the minimum tariff billed for the partial execution of a Delivery of Goods, notably in the event of its cancellation, and more generally under these GCU.
"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 set out in Article 5 of Part I of these Terms.
"Party(ies)": means any of the parties, being the Independent Courier, the User or the Company.
"Price": means the remuneration for the Delivery of Goods and Services billed to the User.
"Privacy Charter": means the document accessible at the Company's website and forming an integral part of these GCU, which defines the conditions under which the personal data of the Users and the Independent Couriers is processed.
"Recipient": means the person (including the 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 his 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 Part II below).
"Sender": means the individual (including the 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 his 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.
"User": means the adult individual, or the corporate entity represented by a duly authorised individual, who requests a Delivery of Goods and to be put in contact with an Independent Courier through 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 these GCU.
"Waiting Fee" shall have the meaning given to it in Article 6.3 of Part I of these GCU.
2. Acceptance and modification of the GCU
2.1. Acceptance of the GCU
The use of the Application is subject to acceptance of these GCU. At the time of creating their Account, the Members must click on "I accept the General Conditions of Use".
Only the acceptance of these GCU enables the Members to access the Services offered by the Application and to create an Account. These GCU must be accepted in their entirety and without amendment unless otherwise agreed in a writing signed by 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 the Member's access to the Services, and the Member shall not be entitled to any reimbursement, credit note or compensation.
These GCU include clauses which relate to the Delivery of Goods, which are expressly accepted by the User through issuing a Delivery Request.
No special condition or other general conditions issued by the User and/or the Independent Courier shall prevail over these GCU unless otherwise agreed in a writing signed by the Company.
If the Application has been downloaded from the Apple App Store or the Google Play Store, the User undertakes to respect the general conditions specific to these two platforms.
2.2. Amendments to the GCU
The Company reserves the right to amend these 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 a writing signed by the Company and a User, the amendment shall take effect immediately upon making the amended version of the GCU available through the app, 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, he must refrain from using the Application and the Services.
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
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.
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 he enters in his Facebook account to complete his 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.
The Member shall follow the instructions provided by the Company via the Application to create his 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.
The Member shall update his identification data promptly via the Application in the event of any change and shall follow the procedures provided by the Company. If the data provided proves to be inaccurate, incomplete or wrong, the Company reserves the right to suspend access to the Services until the Member corrects such errors.
The Member acknowledges and agrees that the Services are only accessible online via the Application.
3.2. Login Information
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.
In the event that the User creates an Account from the Facebook Connect interface, his Facebook login information will enable him to log in automatically.
The Member shall only use the Application with his 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 his control.
The Member shall keep his Login Information confidential and not communicate it to any third party.
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 following email addresses: firstname.lastname@example.org or email@example.com, for Independent Couriers and Users respectively, or by telephoning the helpline available via the Application, and shall provide such evidence of his identity as may be required.
Promptly upon receipt of this duly justified notification, the Company shall examine the request 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 shall send him new Login Information by return.
4. Formation of contract
4.1. Agreement of the Parties
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.
An electronic contract of an undefined duration, relating to the licence to use the Application, is entered into between the Member and the Company upon acceptance of these GCU by the Member.
Furthermore, the Application enables a User to make contact with an Independent Courier in order to undertake a Delivery of Goods under these GCU.
This Delivery of Goods is subject to an electronic contract between the User and the Independent Courier, which is formed via the Application under these GCU.
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 services of Delivery of Goods at the Price communicated, subject to the provisions of Article 6 of these GCU.
The User irrevocably acknowledges and accepts that the above creates a sufficiently precise, firm, unequivocal and unreserved offer which is irrevocable, save under the conditions and within the timeframes indicated in Article 6.4.1, and is binding on the User upon acceptance by an Independent Courier of a Delivery Request.
Via the Application, the Independent Courier closest to the Collection Address and 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 of Part I of the Terms), shall be informed of the Delivery Request.
Once an Independent Courier accepts a Delivery Request, an electronic contract for Delivery of Goods is irrevocably entered into between the User and the Independent Courier, under these GCU. The Company is not a party to that contract.
Consequently, any Delivery Request must be fulfilled when accepted by an Independent Courier, save in the event of cancellation as set out in Article 7.3 of these GCU.
The aforementioned undertakings constitute agreements entered into via the Application between the Parties concerned.
The Parties recognise that the pressing of the confirmation button by the Independent Courier on the Application when the Goods are picked up, and the signature of the Recipient on the Application when the Goods are delivered, acts as evidence of the Delivery of the Goods and constitutes a signature having identical legal value to that on paper.
5.1. Excluded Goods
The following Goods are excluded from the Services and Deliveries of Goods:
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;
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;
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 (e.g. tobacco or alcohol to minors, health products requiring a medical prescription);
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;
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.
Responses to calls for tenders, applications of pre-qualification within the framework of the awarding of contracts and copies of examinations;
Anything comprising personal data contrary to the provisions of the UK Data Protection Act 1998 (the "DPA"), as amended from time to time;
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;
Goods made of asbestos or lead;
Works and/or services of the User which he had executed on his behalf on part of an aircraft or space ship or on or in aircraft or space ships, including refuelling, or products delivered and/or designed by the User or on his behalf and destined, to his knowledge, to be incorporated into aircraft or space ships or to equip them;
5.2. Package Size & limits of the Method of Transport
The User acknowledges and agrees that the indication he gives of the Package Size or Method of Transport (as appropriate) has repercussions on the timeframe for Delivery of Goods and/or on its Price.
The User will be made aware, upon selecting the Package Size, that only Goods whose volume and weight are less than the following limits, for each Package Size, can be accepted by the Independent Couriers:
S: 40cm length; 20cm width; depth 15 cm; 12kg weight
M: 50cm length; 30cm width; 30cm depth; 20kg weight
L: 90cm length; 65cm width, depth 50cm; 25kg weight
XL: 100cm length; 90cm width, depth 50cm; 70kg weight
The Method of Transport which corresponds to each Package Size is as set out below:
S: [bicycle and moped/motorbike]
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.
The User represents and warrants to the Company, and to the Independent Courier, that he/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
The User enters into the Application the Collection Address, the Sender from whom the Independent Courier must collect the Goods, the Delivery Address and the Recipient to which the Independent Courier 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, and lastly the Package Size which relates to the Goods 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.
The User represents and warrants to the Company and the Independent Courier that he/it shall:
- request the Delivery of Goods to a named individual, on the understanding that the Delivery of Goods can only be confirmed by the Recipient's signature;
- have the prior permission of the Sender and the Recipient 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;
- specify the details, obvious or otherwise, of the Goods when they may have repercussions on the progress of the delivery by the Independent Courier, in particular if they do not correspond to the Package Size selected by the User or they may affect the Method of Transport;
- not request Delivery of Goods to a Recipient 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;
- only use the Service and the Delivery Request for legal purposes.
Subject to the foregoing, a fixed and final Price, as deemed to have been agreed between the User and the Independent Courier in accordance with Article 6.3 of these GCU, shall then be communicated to the User for the Delivery of Goods.
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 these 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 of a Delivery Request via the Application irrevocably binds the Independent Courier to undertake the said Delivery of Goods under the conditions of the GCU. The Company cannot require or force an Independent Courier to accept a Delivery Request and an Independent Courier makes any such acceptance entirely at his own discretion.
6.2.1. Confirmation of the Delivery Request
Irrespective of the Method of Transport used or the Package Size selected by the User, if the Independent Courier accepts the Delivery Request, he undertakes to the User to effect the Delivery of Goods.
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 is deemed to constitute irrevocable conclusion of the contract binding the User to the Independent Courier, subject to the provisions of Article 7.3 of these GCU.
6.2.2. Communication between the User, the Independent Courier, the Sender and the Recipient
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 him in his Account in order to answer the Independent Courier's questions.
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.
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 he has obtained their agreement to do so.
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.
If the Independent Courier is unable to contact the User and/or the Sender and/or the Recipient, the Independent Courier may, at his discretion, automatically terminate the Delivery of Goods, in accordance with Article 7.3 of these GCU. He shall, if necessary, make contact beforehand with the Company in order to take the appropriate steps, particularly 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.
6.2.3. Execution of the Delivery of Goods by the Independent Courier
The Independent Courier is deemed to be in possession of the Goods once the Sender has signed the Application installed on the Independent Courier's Device.
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.
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, he 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 his own business.
6.2.4. Delivery of the Goods by the Independent Courier to the Recipient
The Delivery of the Goods by the Independent Courier to the Recipient is recorded by the signature of the said Recipient on the Application installed on the Independent Courier's Device.
The User shall inform the Recipient that upon identification of any damage or spoiling on Delivery of Goods, the Recipient must log the details and sign and date the statement on the Application via the Device.
A notification shall be sent to the User via the Application together with a receipt and an invoice, under the conditions of Article 8 of these GCU.
A feedback system on the Application enables each User, at the time of a Delivery of Goods, to give a score out of five and a qualitative opinion about the service of the Delivery of Goods undertaken by the Independent Courier.
The User shall not send messages of an injurious, insulting, denigrating, degrading or defamatory nature against 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 meet these GCU.
If Package Size is selected by the User:
|Package Size||<1.5 Miles||1.5 - 2.5 Miles||2.5 - 5 Miles||Above 5 Miles|
|XS||£5.25||£6.50||£10.00||£5.50 + £1.50 per Mile|
|S||£5.25||£6.50||£10.00||£5.50 + £1.50 per Mile|
|M||£5.25||£6.50||£10.00||£5.50 + £1.50 per Mile|
|L||£15.00||£15.00||£20.00||£12.50 + £2.25 per Mile|
|XL||£15.00||£15.00||£20.00||£12.50 + £2.25 per Mile|
Additional drops are £2.00/drop.
If Method of Transport is selected by the User:
|Method of Transport||<1.5 Miles||1.5 - 2.5 Miles||2.5 - 5 Miles||Above 5 Miles|
|Bicycle||£5.00||£6.25||£9.00||Max 5 Miles|
|Motorbike||£5.50||£6.75||£10.00||£5.50 + £1.50 per Mile|
|Car||£15.00||£15.00||£20.00||£12.50 + £2.25 per Mile|
Additional drops are £2.00/drop.
In addition to the Price set out above, the User agrees to pay an additional fee relating to waiting time ("Waiting Fee"). If the Independent Courier is required to wait to take possession of the Goods from the Sender in connection with a Delivery Request, a Waiting Fee of £0.40 per minute will be applied to each additional minute in excess of ten minutes that the Independent Courier is required to wait to take possession of the Goods from the Sender. The Waiting Fee shall be apply in all cases, regardless of the User's selection of Package Size or Method of Transport.
6.4. Cancellation by the Member
6.4.1 Cancellation by the User
The User may cancel his 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.
After this time, the User may cancel his Delivery Request before the Goods have been collected by the Independent Courier from the Sender, but the Minimum Price of 50% of the cost of the Delivery of Goods will then be billed to him.
Once the Sender certifies handover of the Goods to the Independent Courier, through his signature on the Application via the Device, 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.
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 6.4.1.
6.4.2. Cancellation by the Independent Courier
The Independent Courier may only request to cancel a Delivery of Goods in the following cases:
- if the Goods present dimensions greater than those set out in Article 5.2 of these GCU, and are therefore not compliant with these GCU;
- in the absence of response from the User and/or the Sender to the Independent Courier's telephone calls in order to execute the Delivery of Goods; or
- in the case of any Force Majeure Event;
Save in the case of a Force Majeure Event entailing the application of Article 7.2 of these GCU, the cancellation by the Independent Courier of the Delivery of Goods for the aforementioned reasons must be considered as cancellation by the User as defined in Article 6.4.1 of these GCU, and shall be billed to the User.
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 6.4.1.
7. Resolution of disputes concerning the Delivery of Goods
Pursuant to these GCU, and as stated elsewhere in these GCU, the Delivery of Goods is not executed by the Company but by the Independent Courier only.
Any claim relating to the Delivery of Goods may only be made against the Independent Courier and not the Company.
However the Company, as the entity that has put the Independent Courier in contact with the User, shall, to the extent reasonably possible, participate as mediator in the resolution of disputes that may arise between the User and the Independent Courier and originated during a Delivery of Goods initiated via the Application.
7.1 Before collection of the Goods by the Independent Courier
Any cancellation of a Delivery Request shall be settled under the conditions of Article 6.3.1 of these GCU.
If an Independent Courier cancels a Delivery of Goods before collection of the Goods for any reason other than (a) the User has selected the wrong Package Size or (b) the Independent Courier was the wrong Method of Transport or (c) because the User wants to cancel the Delivery of Goods, then another Independent Courier shall be automatically allocated to undertake the Delivery of Goods, without any change to the Price, Package Size or the Method of Transport.
7.2. During the Delivery of Goods by the Independent Courier
If an Independent Courier cancels a Delivery of Goods due to a Force Majeure Event, he shall then contact the Company, which shall inform the User promptly on behalf of the Independent Courier.
The Company shall then seek the most appropriate solution, in collaboration with the User.
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 Price (and any applicable Waiting Fee) shall not be debited from the User and the Independent Courier shall contact the User and the Company in order to implement the insurance.
7.3. Upon receipt of the Delivery of Goods by the Recipient
7.3.1. Damaged Goods:
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 Price of the service (along with any applicable Waiting Fee) 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 Price of the service may be issued.
At the same time, the Independent Courier shall be responsible for making contact with the User so that an insurance claim may be made.
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.
If the destruction, damage, loss, average or theft is proven to be due to the Delivery of Goods executed by the Independent Courier, the Company shall collecti the Price of the Delivery of Goods due from Independent Courier (along with any applicable Waiting Fee) and refund it to the User.
7.3.2. Other causes:
No suspension nor reimbursement of the Price owed by the User (or any applicable Waiting Fee) shall be made in any circumstance other than those listed in Article 6.3.1 of these GCU, including without limitation, the refusal of the Goods by the Recipient, or his refusal to receive them. If the Recipient refuses to accept the Goods for any reason other than those set out in Article 6.3.1, 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 bin the Goods.
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.
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
Use of the Application is free of charge for the User; only the payment of the Price of the Delivery of Goods and any applicable Waiting Fee are collected and invoice produced by the Company, in the name and on behalf of the Independent Courier (as the Party solely responsible the Delivery of Goods).
The Price and any applicable Waiting Fee (including any VAT) shall be paid in pounds sterling and by bank card only, or wire transfer to credit the User Account.
The Parties agree that all Deliveries of Goods executed by the Independent Courier shall be collected and billed to the Users by the Company in the name and on behalf of the Independent Courier.
Upon signature by the Recipient and/or the Sender confirming 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 in the name and on behalf of the Independent Courier, comprising the Price of the Delivery of Goods (and any applicable Waiting Fee), or, where applicable, the Minimum Price, 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.
The User accepts and authorises the fact that the invoices for the Deliveries executed shall be available from the Application and shall be sent by email to the email address entered by the User. The User shall update his email address in all circumstances.
Alternatively, the User can opt to receive receipts and invoices on a weekly basis.
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 his access to the Services.
In the event of payment default, the Company shall notify the User of this default, ordering him to remedy the payment promptly, then reserve the option of terminating his contract to use the Application under the conditions of Article 14 of these GCU.
The Independent Courier reserves the right to take legal action against any User if the User has breached his payment obligation for any reason in relation to the Delivery of Goods 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.
The User shall ensure that his billing information is up-to-date, complete and correct.
The User may access the Application at any time to request the deletion of his bank data by the banking service provider of the Company.
The Member also has the option of cancelling his billing agreement by entering his PayPal account in his profile and by deleting it from the dedicated page.
9. Access to and availability of the Application and Services
The Services are freely and exclusively accessible online on the Application.
The Company shall make every effort to make the Application and its Services available 24 hours a day, 7 days a week, independently of the maintenance operations on the said Application and/or the said Services but makes no guarantees of availability.
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.
The Company shall make every effort to put a User in contact with an available Independent Courier, in his geographical area, able to accept a Delivery of Goods in his geographical area. However, without prejudice to any other terms of these 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 requests for Delivery of Goods. The User acknowledges that, in providing 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 provision of these services.
10. Guarantees – Liability – Force Majeure
10.1. Guarantee of the Members
The Member is solely responsible for the use he makes of the Services he accesses from the Application.
In accessing the Application, the Member represents and warrants that he/it shall not:
- 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 he/it shall not infringe the rights, notably intellectual property, of the Company and/or third parties;
- 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;
- directly or indirectly market the Services and/or the access to the Services and/or the access to the Application;
- 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 authorised by the Company;
- exploit the Services provided by the Company or the data to which he 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 permitted by the Company;
- limit or try to limit access to or use of the Application and/or the Services;
- modify any mention or element of the Services and/or the content of the Application, including in buffer or temporary memory;
- 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;
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 him access to all or some of the Application and/or the Services, unilaterally and without prior notification.
10.2. Limitation of liability of the Company
10.2.1. No exclusion
Nothing in these GCU limits or excludes the Company's liability for:
- death or personal injury caused by its negligence;
- fraud or fraudulent misrepresentation; or
- any other liability which cannot be limited or excluded at law.
10.2.2. Exclusion of liability of Company
Subject to Article 10.2.1 of these GCU, the Company shall not be liable to any Member, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these GCU for:
- loss of profits;
- loss of sales or business;
- loss of agreements or contracts;
- loss of anticipated savings;
- loss of or damage to goodwill;
- loss of use or corruption of software, data or information;
- any indirect or consequential loss;
- losses arising in connection with any Force Majeure Event;
- losses arising as a result of any information provided by Members, including in relation to the dissemination of such information on the Application;
- losses arising in connection with any use of the Application and/or the Services by a User which is in breach of these GCU;
- 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;
- losses arising in connection with any malfunction of any nature relating to the User's Device and his connection to the internet upon accessing the Application and/or the Services;
- losses arising in connection with the downloading by the Member of a wrong version of the Application or a version which is incompatible with his Device, or in circumstances where the Member breaches the rules of the Apple App Store or the Google Play Store; or
- losses arising as a result of or in connection with any act or omission of an Independent Courier.
10.2.3 Additional provisions with regard to the Application and the Services
In addition to the provisions of Articles 10.2.1 and 10.2.2 of these GCU, the following provisions apply in relation to the Application and the 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.
The Member shall regularly check that he has the latest version of the Application and that he has indeed downloaded a version compatible with his Device.
10.2.4. Additional provisions in relation to the Delivery of Goods
In addition to the provisions of Articles 10.2.1 and 10.2.2 of these GCU, the following provisions apply in relation to the Delivery of Goods:
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 who accepted and/or effected the Delivery of Goods in question and the Company shall have no responsibility whatsoever.
The Company shall not be liable for the Delivery of Goods, including, without limitation, in relation to Goods excluded pursuant to Article 5.1 of these GCU.
The Company shall have no responsibility for supervising, directing or controlling 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 these GCU as carrying on his own business in its own name), nor shall the User shall be entitled to any such supervision, direction or control over the Independent Courier in relation to the Delivery of Goods.
The Company shall be under no obligation to compel an Independent Courier to carry out 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).
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.
Any complaint on the subject of a Delivery of Goods must be sent to the Independent Courier directly, within three (3) days of the Delivery Request, but may also be sent, within the same timeframe, to the Company (for information only), which shall pass it on to the Independent Courier.
The Company will offer a mediation service between the User and the Member in the event of dispute over a Delivery of Goods executed by an Independent Courier, on the request of a User via the Application.
10.2.5. Additional provisions applicable to the acts of the Members and the contractual relations between the User and the Independent Courier:
In addition to the provisions of Articles 10.2.1 and 10.2.2 of these GCU, the following provisions apply in relation to acts of the Members and the contractual relations between the User and the Independent Courier:
The Member is solely responsible for breaches and/or violations of the legislation applicable to him and to these GCU with regard to both the Company and the other Member with whom he is in contractual relations, and for damages that may arise owing to these violations and/or breaches.
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.
The Member shall compensate the Company and/or third parties for any direct and indirect damages resulting from such violations and/or breaches.
10.2.6. Cap on Company's liability
Subject to Articles 10.2.1-10.2.5 of these GCU, 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.
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 of the provisions of these GCU.
10.2.8. Force majeure
Provided it has complied with this Article 10.2.8, if a Party is prevented, hindered or delayed in or from performing any of its obligations under these GCU by a Force Majeure Event ("Affected Party"), the Affected Party shall not be in breach of these GCU or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
The Affected Party shall:
- as soon as reasonably practicable after the start of the Force Majeure Event notify the other Party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under these GCU; and
- use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 6 months, the Party not affected by the Force Majeure Event may terminate these GCU with immediate effect and without compensation.
11. Intellectual property
11.1. Copyright over the Application
The Company is the holder or licensee of the Intellectual Property Rights both of the general structure of the Application and of its content (texts, slogans, graphics, images, videos, photos and other content), to the exclusion of those provided by its Members.
Any representation, reproduction, modification, distortion and/or total or partial exploitation of the Application and/or the Services, by any process and by any means, without the express prior permission of the Company, is prohibited and constitutes acts of infringement of copyright.
The Company intends to disclose the Application and the Services only in order to enable its access to the internet, such as on mobile phone:
from a computer or an equivalent device having access to one or more telecommunications networks enabling internet access and an internet browser (Internet Explorer, Mozilla Firefox, etc.); and/or
a phone handset having access to a telecommunications network enabling internet access, with the Application installed.
Any other use of the Application and/or the Services is deemed automatically reserved to the Company and constitutes an infringement of its right of disclosure over the Application and/or the Services.
Under the rights granted above, the Application may be used in compliance with its exclusive purpose, notably in compliance with the terms of these GCU and solely for the personal or business needs of the Member.
The Member recognises and accepts that the access to the Application provided to it by the Company does not entail any assignment or licensing of Intellectual Property Rights (notably copyright) and other rights to the User and/or the Independent Courier.
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 he belongs, and is prohibited from any use other than that granted by these GCU.
The Member shall not, directly or indirectly, including by any third party, by any means, without limitation, modifying, correcting, adapting, translating, arranging, disseminating, transferring, distributing, decompiling, making copies or backups outside of the conditions set out in these GCU, granting a loan, rental, assignment or any other type of provision, irrespective of the means, including via the internet, distributing or marketing free of charge or for a valuable consideration, etc., the Application, and generally altering it in any way whatsoever, including the copyright statements, or attempting to do any of these things.
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.
11.3. Distinctive signs
The trademarks, logos, corporate names, acronyms, trade names, brand names and/or domain name of the Company and/or its commercial partners mentioned on the Application constitute distinctive signs that cannot be used without the express prior permission of their holder.
Any representation and/or reproduction and/or exploitation, partial or total, of these distinctive signs is prohibited and may constitute trade mark infringement.
The Member irrevocably acknowledges and agrees that the Application is constituted of one or more databases provided by the Company in the capacity of producer to the Member who is granted a licence of the said databases to enable him/it to use the Application and the Services.
The Member shall not:
- extract by permanent or temporary transfer all or a qualitatively or quantitatively substantial part of the content of one or more databases accessible on the Application, by any means and in any form, including for the purposes of use or viewing via a media and/or a process not permitted by the Company;
- reuse, by provision to the public of all or a qualitatively or quantitatively substantial part of the content of one or more databases accessible on the Application, irrespective of the form, including via a hypertext link, any media and/or process not authorised by the Company;
- constitute, publish, maintain, update, import, export or provide to third parties, free of charge or for valuable consideration, or participate in the aforementioned acts, a competing database derived from all or part of one or more of the Company's database(s);
- view on a screen by a process or media other than those by which the Company intends to disclose the Application and the Services as specified in Article 9 of these GCU;
- extract, use, store, reproduce, represent or conserve, directly or indirectly, partially or in whole, including in buffer or temporary memory, a qualitatively or quantitatively substantial part of the content of one or more databases of the Company committed by one of the processes set out above, including via any media not authorised by the Company.
12. Personal data of the Member
The Company shall process any personal data of Members in accordance with the requirements of the DPA, as amended from time to time.
The Company has set up a "Privacy Charter" as Annex I to these GCU and accessible at the Company's website.
This Privacy Charter forms part of these GCU and contains obligations with which the Company and the Independent Courier must comply to protect the personal data of the User and third parties (such as the Recipients).
Each Party shall keep strictly confidential and not disclose to any third party, directly or indirectly, all or some of the confidential information, that may have been communicated by or on behalf of another Party, hereinafter referred to as the "Confidential Information".
The Confidential Information is as follows:
- Address, surname and forename of the User,
- Address, surname and forename of the Recipient of a Delivery of Goods, if different to the User,
- Address, surname and forename of the Sender of a Delivery of Goods, if different to the User,
- Telephone number of the Members or third parties and communicated by a Member upon use of the Application,
Any information that may relate to the Goods delivered.
Each Party shall take all necessary steps to comply with this Article 13, and in particular it shall impose this confidentiality undertaking on its employees, collaborators, agents and service providers.
This confidentiality undertaking is however not applicable to Confidential Information that has fallen into the public domain at the time of its receipt, or to Confidential Information that is already in the possession of one of the Parties before its receipt, or when one of the Parties authorises the other Party in writing to distribute the Confidential Information.
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.
If a disclosure of the Confidential Information is required by applicable law or by a competent court or regulatory authority, the Party so requested must, as far as possible, inform the other Party in writing promptly before undertaking this disclosure, and provide its assistance to the other Party, if it so requests, in order to obtain all protective measures. Disclosure of the Confidential Information in these circumstances shall not be a breach of this Article 13.
This confidentiality undertaking applies throughout the duration of the GCU and shall continue to apply for a duration of five (5) years after cessation of these GCU for any reason.
14. Duration – suspension – termination
Without affecting any other right or remedy available to it, any Party may terminate these GCU:
- at any time with immediate effect using the procedure accessible via the Application;
- if the other Party commits a breach of its obligations under these GCU and fails to remedy such breach within a reasonable time following written notice from the other Party. Without affecting any other right or remedy available to it, the Company may at its option, suspend access to the Services and/or terminate these GCU and SC at any time with immediate effect upon notice to the Member/User including but not limited to:
- if the User fails to pay for a Delivery of Goods in circumstances, or where an Independent Courier informs the Company that it wishes to bring to an end the contractual relationship between itself and the User;
- if a Member deliberately provides inaccurate or dubious information, fails to update information provided to the Company (such as Login Information), or fails to respond to the Company's requests (such as in relation to the accuracy of the information he has provided);
- if a Member uses the Service in a way which contravenes these GCU.
On termination or expiry of these GCU:
- 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;
- Independent Couriers shall return to the Company all accessories given to them by the Company pursuant to Article 9 of the SC;
- 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;
the following articles of these GCU shall continue in full force: Article 10.2 (Limitation of liability of the Company), Article 11 (Intellectual Property), Article 13 (Confidentiality) Article 21 (Applicable law).
In the event of suspension of access to the Services and/or termination of these 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
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 these GCU . The Member hereby declares to accept any change of control in the person of the Company and recognises any successor thereto as his co-contractor.
These 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 these GCU without the prior written agreement of the Company. 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
Nothing in these GCU is intended to, or shall be deemed to, establish any partnership, joint venture, employment or worker relationship between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.
Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
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 pertain to a salaried activity. The Parties further agree that services under this agreement are provided by the Independent Courier to the User and not by the Independent Courier to the Company. The Parties also acknowledge that these 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 in its owns name).
The Independent Courier shall manage or organise his activity in complete independence, in compliance with these GCU.
This independence is conveyed to the Independent Courier by:
- the fact that the Independent Courier is solely responsible for the Deliveries of Goods he carries out, that he carries out such Deliveries of Goods on his own behalf or on behalf of third parties, for his sole profit or for the profit of third parties, and at such frequency and on such scale as he alone decides;
- the freedom the Independent Courier holds in the execution of the Deliveries of Goods conferred on him via the Application. The Independent Courier is notably: (i) free to decide on his periods of availability or unavailability to execute Deliveries of Goods, which he indicates on the Application; and (ii) free to refuse a Delivery of Goods, even when he appears as "available" on the Application, provided that the number of refusals is not excessive; and
- the free choice of his suppliers.
18.1. Entire agreement
These GCU, including the SC, and including their annexes, 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.
Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these GCU. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these GCU.
Nothing in this Article 18.1 shall limit or exclude any liability for fraud.
If any provision or part-provision of these 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 these GCU.
If any provision or part-provision of these 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.
Article, section and annex headings shall not affect the interpretation of these GCU.
19. Third party rights
No one other than a Party to these GCU (and their successors and assigns) shall have any right to enforce any of the terms of these GCU.
No failure or delay by a Party to exercise any right or remedy provided under these 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.
No variation to these GCU shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
22. Applicable law and jurisdiction
These GCU are subject to the law of England and Wales.
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 these 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, in the absence of which they expressly accept, within the limit of the legislation, 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
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
The Company reserves the right to confirm or reject the application of an individual or corporate entity to become an Independent Courier.
1.1.1. Private individual
Any individual who is self-employed can become an Independent Courier. To do this, he must register via the Application using the process accessible from the following link [https://stuart.com/courier/].
The individual, before being able to execute Deliveries of Goods via the Application, must send to the Company the requested documentation, including evidence of identify, right to work and right to operate the Vehicle.
If the Independent Courier wishes to carry out Deliveries of Goods using a motorised vehicle, the Independent Courier must provide his authorisation for access to the profession (i.e. registration on the register of carriers), in the event where this is required, and/or the authorisation for access to the market (i.e. copy of the transport licence).
1.1.2. Corporate entity
A transport company may use the Application to offer its own employees as Independent Couriers. The corporate entity is also considered an Independent Courier, and the provisions of these GCU applicable to Independent Couriers, and more generally to the Members, apply de facto to this corporate entity, which shall be responsible for ensuring that its employees allocated to carry out Deliveries of Goods respect and at all times act in accordance with these GCU. The corporate entity must register on the Application using the process accessible at the following link [https://stuart.com/courier/]. The corporate entity, upon creation of its Account, must provide any documents requested by the Company: in addition to the documents mentioned in Article 1.1.1 of these SC.
The Company shall then create sub-Accounts for each employee declared by the corporate entity. These employees 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. The invoices for each Delivery of Goods executed by one of the employees of the corporate entity shall be published in the name and on behalf of the corporate entity managing the principal Account.
1.2. Choice of Method of Transport
The Independent Courier may choose the Method of Transport that will be used in carrying out the Deliveries of Goods and that he enters in his Account. The Method of Transport must 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. The Method of Transport must also be in good operating condition. 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.
The Independent Courier must take out all appropriate insurances, to meet at least the minimum legal requirement (i.e. third party insurance) using his own resources and, subject to the provisions of Article 11 of these SC, it is the Independent Courier's sole responsibility to ensure this.
The Independent Courier may only use one Method of Transport.
If the Independent Courier wishes to change Method of Transport, he must inform the Company via the Application, 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, he may not accept Delivery Requests from the Application until he has remedied the position.
If he wishes to propose a motorised vehicle as Method of Transport, the Independent Courier must provide a copy of his driving licence, including evidence of the number of points remaining on his driving licence, and any other documentation and/or evidence which the Company may reasonably require.
1.3 Biannual renewal of evidence required by the Company
The Independent Courier undertakes, without intervention of the Company, to communicate to it, every six (6) months, the documents mentioned in Article 1.1.1 of these SC for individuals, and in Article 1.1.2 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 these GCU.
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.
1.4. Offer of Delivery of Goods
To be able to offer Delivery of Goods, the Independent Courier must respect the following procedure:
- Use the Application from his Device and login with his Account using his Login Information;
- Declare his availability by clicking the button provided on the Application;
- Authorise the Application to use the geolocation function of his Device.
2. Availability of the Independent Courier
The Independent Courier may make himself unavailable by clicking on the button provided for the periods where he 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. Abusive and sudden changes of status, to be determined at the sole reasonable discretion of the Company, may lead to suspension of the Independent Courier's Account.
The Independent Courier acknowledges and agrees that the Company and the User may locate him, in real time, when his Device is switched on and he is displayed as "available" on the Application, in compliance with the Privacy Charter.
Notwithstanding the GCU and these SC, the Independent Courier shall be free to undertake such other work as he wishes (other than through the Application).
The Independent Courier will await a notification on the Application indicating a contact with a User on the basis of this geolocation. As the contact with the Users may require telephone coordination, the Independent Courier shall ensure that his mobile Device is close to him when he is in "available" mode, and that his phone number is completed and up-to-date in his Account.
3. Receipt of a Delivery Request
The Independent Courier has a period of fifteen (15) seconds to accept or refuse the Delivery Request made by a User.
The Independent Courier is free to accept or refuse Delivery Requests.
However, excessive refusals or failure to accept Delivery Requests (to be determined at the sole, reasonable discretion of the Company) may lead to suspension of the Independent Courier's Account.
The Delivery Request received by the Independent Courier shall include the following information:
- collection Address and Delivery Address of the Goods;
- name of the Sender and the Recipient;
- distance to be travelled, which may not be modified, to execute the Delivery of Goods; and
- additional and optional information may have been added by the User or may be added during the Delivery of Goods, such as information about the Goods that may influence the process of delivery (fragile, chilled, possibility of delivering to another Recipient, etc.).
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 his acceptance, that his Method of Transport meets these specifications.
The Independent Courier shall calculate his costs for providing Delivery of Goods. The acceptance of a Delivery Request means that the Price and any applicable Waiting Fee (after deducting the Company's commission) is greater than the cost of the transport for the Independent Courier.
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.
Acceptance by the Independent Courier, in compliance with Article 4.1 of the body of the GCU, 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 Price due, along with any applicable Waiting Fee. The Company is not a party to these arrangements and shall have no responsibility relating to them.
4. Acceptance and execution of a Delivery of Goods
The conditions under which the Independent Courier may cancel a Delivery of Goods are detailed in Article 6.3.2 of the body of the GCU.
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, particularly during the time slots and places of availability of the Independent Courier.
Once the Independent Courier has accepted the Delivery Request, he must go without delay to the Collection Address specified by the User to collect the Goods (via the fastest route according to factors such as traffic).
When the Goods must be collected from/delivered to a shop and/or company premises, the Independent Courier shall make every effort not to disturb its operation.
The Independent Courier undertakes to carry out the Deliveries of Goods diligently, demonstrating the highest level of care.
The Independent Courier undertakes to act responsibly with the Goods, i.e. to ensure they are not damaged, destroyed, stolen or lost, and in the driving of his Method of Transport.
The Independent Courier must make contact with the Recipient of the Delivery of Goods to give him the Goods at the Delivery Address, in compliance with the information provided to him via the Application, then confirm completion of the Delivery of Goods via the Application, by asking the Recipient to sign in the box provided in the Application then clicking on the button "Signature Recipient".
Any refusal to accept the Goods, for a reason other than the destruction, damage, theft, average or loss of the Goods, will be considered as cancellation by the Independent Courier of the Delivery of Goods under the conditions of Article 6.3 of the body of the GCU.
If the Goods are damaged, destroyed, stolen or lost, or if the Recipient refuses to sign with the Independent Courier to certify safe receipt of the Goods, and/or in the event of inability to execute the Delivery of Goods for any reason, then the Independent Courier must promptly notify the Company thereof via the Application, and, where applicable, return the Goods to the Sender promptly or allow another Independent Courier to collect the Goods and complete the Delivery of Goods.
The Independent Courier may make contact with the User and the Recipient to perform the Delivery of Goods.
The Independent Courier shall work alone (in his own name) and not in collaboration with other Independent Couriers (whether in partnership, joint venture or otherwise).
5. Execution of a return of Goods
Following acceptance of a Delivery Request, the Independent Courier may be required to return the Goods to the Sender in several circumstances described in these GCU, such as, without limitation, refusal to sign by the Recipient or damage to the Goods.
Consequently, the Independent Courier, prior to acceptance of the Delivery Request, accepts that he may have to undertake such a return.
The Independent Courier acknowledges that this return may lengthen his time for Delivery of Goods.
6. Rating of the Independent Courier
The Independent Courier will be directly notified if his rating is below a reasonable average, and shall then have a brief period in which to improve it. Otherwise the Company may, at its discretion, suspend his access to the Services.
If the User criticises an excessive timeframe for Delivery of Goods by the Independent Courier, he must notify the Company, which may verify the route used by the Independent Courier in question and may, where applicable and at its sole discretion, take measures against him.
7. Limitation of liability of the Independent Courier
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, 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.
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:
- i) the original value of the Goods; or
- ii) the amount of their repair or reconstitution, in both cases up to the limit of 500 pounds sterling. The User and/or Recipient must provide receipts to support any claim.
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.
The Independent Courier shall bear no liability to the Company for failure to carry out the delivery of Goods, as his sole responsibility for this service is to the User.
In order to complete the receipts or invoices produced by the Company in the name and on behalf of the Independent Courier, and to collect payment of the Price and any applicable Waiting Fee (including any VAT), the Independent Courier shall at all times provide all necessary information, in particular in relation to his identification and his status for VAT purposes (including details of any VAT registration), and confer a mandate for collection and billing in accordance with the annexes to these SC. The Independent Courier shall receive payment weekly for the Deliveries of Goods executed since the last invoice issued (since the date of creation of the Account for the first payment).
The Independent Courier must ensure that his 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.
In this respect, for the remuneration due to the Company for the Services and, where applicable, the cost of the insurance as specified in Article 11 of these SC, save where the Independent Courier chooses a different insurance to that offered by the Company and gives evidence thereof, the Company shall keep the VAT-exclusive amount of the Price of the Delivery of Goods (and any applicable Waiting Fee) as intermediation commission (plus any VAT on such commission), and the balance of the Price (and any applicable Waiting Fee) shall be paid over to the Independent Courier at the rates set forth in Annex II.
The Independent Courier shall declare his 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.
The Independent Courier acknowledges and agrees that for every Delivery of Goods which is not completed for any reason, the Company will withhold the whole of the sum due to the Independent Courier for the period comprising the interrupted Delivery of Goods. In the event where the insurance compensates the User for the disputed Delivery of Goods, the Independent Courier will be repaid the withheld sum less any applicable excess.
If the insurance does not compensate the User, then the original value of the Goods, or the amount of their repair or reconstitution, within the limits set out by the insurance, (subject to provision of receipts by the User), shall be deducted from the sum withheld and the remainder will be repaid to the Independent Courier.
If the amount deducted cannot be completely recovered from the sum withheld for the period of dispute, then the Company reserves the right to deduct the balance from the other payments to be made by the Company to the Independent Courier.
The Independent Courier acknowledges and agrees that for every Delivery of Goods not completed in full, and interrupted by the User under the conditions of Article 6.4.1 of the body of the GCU, he shall be paid as set forth in Article 6.4.1.
9. Specific guarantees of the Independent Courier
The Independent Courier shall comply with all applicable legislation which relates to the Delivery of Goods by him/it.
The Independent Courier shall comply with all applicable legislation and regulations, including, for corporate entities, applicable employment legislation (respect for maximum working duration of its employees, for example), and shall make all declarations (tax or social security, for example) required of him/it with regard to his activity as an Independent Courier, and the Company shall not be liable for any compliance or failure to comply by the Independent Courier.
The Independent Courier may be given one or more accessories by the Company, in exchange for a bond which will be deducted from the first and/or second payment made by the Company to the Independent Courier. This sum shall be returned to the Independent Courier upon return to the Company of the accessories provided. The Independent Courier may use his/her own accessories, as long as they are not branded by another delivery company, and is under no obligation to use any offered by the Company.
The Independent Courier is solely responsible for the accessories given to him/it by the Company and is their sole guardian. The Independent Courier shall use the said accessories in accordance with these GCU. The Independent Courier shall comply with the Highway Code. He shall be solely responsible for any breach of the Highway Code and shall assume the consequences of any criminal proceedings. The Independent Courier shall take all possible precautions to be in the best possible condition, both physically and psychologically, when he is in an "available" status. 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 he is solely liable for his acts or omissions with regard to Users and third parties, including the Recipient of the Delivery of Goods.
The Independent Courier shall inform the Company if he 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 these SC, within a period of twenty-four (24) hours after occurrence of the event. The Company reserves the right to suspend his access to the Services until he remedies the position. 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 his confidentiality undertaking set out in Article 13 of the body of the GCU, and/or breach of any other condition of the GCU shall not entitle the Independent Courier to any compensation.
10. Personal data
The Independent Courier shall respect the privacy of the Users and, where applicable, third parties such as the Recipient. The Independent Courier shall comply with the DPA and with the Privacy in respect of any personal data he processes for the purposes of carrying out the Deliveries of Goods.
The Company's network of Independent Couriers is a high quality network which requires that the Independent Courier holds either Professional Civil Liability insurance, protecting him as a minimum, in terms of guarantees and limits, from the pecuniary consequences incumbent upon him owing to bodily injury (to the level of €9,100,000/claim), material damage (to the level of €1,000,000/claim), including damages to the goods entrusted (to the level of €5,000/claim), and consequential loss (to the level of €250,000/claim), caused to third parties in exercising his activity of "independent courier service provider".
By default, the Company has negotiated a framework agreement with Axa France IARD SA via Marsh SAS, and to finance this insurance will deduct 0.77% of the Price plus any VAT and insurance premium tax from each Delivery of Goods.
If he wishes, the Independent Courier may take out this insurance with another insurer, subject to presenting the Company with an equivalent certificate of insurance, at the time of execution of the GCU, in which case the Company shall not deduct the above amount.
The Independent Courier, considered under the general terms and conditions of Axa France IARD as "independent courier service provider" covered by the insurance policy, must designate the private individual having the legal status of small business owner or self-employed responsible for directly executing the Delivery of Goods on behalf of Users, or the corporate entity holding the legal status of self-employed or micro-enterprise, insofar as the number of employee Independent Couriers of the said corporate entity is less than or equal to 5.
If the "independent courier service provider" does not meet the above criteria (and notably if the number of employee Independent Couriers of the corporate entity is greater than 5), it must present an insurance certificate to the Company, the conditions of which it has negotiated itself.
Any declaration of loss in the execution of a Delivery of Goods must be sent promptly by the Independent Courier and via the Application to the Company.
In the event where the Independent Courier does not benefit from the Company's insurance, he must alert his own insurance company promptly in order to enable compensation of the User. He must notably inform the Company, regularly or on request of the company and/or the User, of the state of progress of the claim by his own insurance.
In the event where the Independent Courier benefits from the Company's insurance, then it will be down to him only, once he learns of the claim, to notify the Company via the Application, and the Company shall then be responsible for the procedures relating to the implementation of the Insurance.
III. Collection mandate
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 his name and on his behalf, via its banking service provider, the sums due for the Deliveries of Goods undertaken by the Independent Courier for the User.
The Price and any applicable Waiting Fee due from the User to the Independent Courier for the Delivery of Goods shall be paid to a separate bank account, from which the Company may directly deduct its commission pursuant to Article 8 of the SC, any interest which accrues, and any amount payable for insurance.
The sums due to the Independent Courier shall be paid into 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.
The Independent Courier expressly authorises the Company to withhold, where applicable, the payment of sums due to him as provided for in these 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 these GCU.
IV. Billing mandate
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 preparing the Independent Courier's invoices.
Purpose of the billing mandate
The Independent Courier expressly authorises and instructs the Company, which hereby accepts, to prepare in his name and on his behalf original invoices (initial and/or corrective) relating to the Deliveries of Goods to the Users, in compliance with all applicable legislation, relying solely on any VAT information provided by the Independent Courier.
The Company shall be responsible for sending the said invoices to the Users.
Duration of the agreement
This billing mandate, which takes effect upon acceptance of the GCU, is entered into for an undefined duration.
It may be terminated at any time by the Company and the Independent Courier, without particular reason, by registered letter with acknowledgement of receipt.
The revocation shall take effect upon receipt of this registered letter or email.
Obligations of the Company
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).
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 himself, particularly in relation to the mandatory details required by the applicable legislation.
The Company shall also ensure that the original invoices it produces bear the wording "Invoice issued by [name of Independent Courier]".
The Company shall send the Independent Courier a report indicating:
- The number of Deliveries of Goods made by the Independent Courier and the corresponding invoices produced by the Company (as agent, on behalf of the Independent Courier),
- The total amount of the sums corresponding to the Deliveries of Goods,
- The amount of commission due to the Company.
Dispute over invoices issued on behalf of the Independent Courier
That Parties agree that the invoices produced within the framework of these GCU do not need to be formally authenticated by the Independent Courier.
The Independent Courier shall have a period of fifteen (15) days from the date of production of an invoice in the name of the Independent Courier to contest its contents. In the absence of dispute within this period, the Independent Courier shall be deemed to have accepted the invoice produced in his name and on his behalf.
In the event of dispute, the Company shall produce a corrective invoice, if appropriate, or a credit note (as appropriate).
The Company shall collect the User's payment and repay the proceeds thereof to the Independent Courier, after deducting its commission, and where applicable the cost of insurance, as defined in Article 7.3 of the body of the GCU.
The Independent Courier retains full liability for his legal and tax obligations in matters of billing for the original invoices prepared in his name and on his behalf by the Company pursuant to these GCU, particularly in relation to his VAT obligations and taxes on income.
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.
All amounts of commission payable by the Independent Courier to the Company for the Services shall be treated as exclusive of VAT. The Independent Courier shall provide to the Company details of his VAT status (including confirmation of whether or not he is registered for VAT and, if he is VAT registered, details of his registration (including his VAT registration number)). The Independent Courier shall notify the Company as soon as possible if his VAT status changes or if the details of his VAT registration have changed. Any Independent Courier that is registered for VAT purposes in the United Kingdom (or is liable to be registered):
- represents and warrants to the Company that his permanent address, and the place where he usually resides, is in the United Kingdom and that he does not have a place of business or fixed establishment outside the United Kingdom;
- authorises the Company to (a) prepare VAT invoices to Users for the Delivery of Goods on his behalf (with the Independent Courier as the principal), and (b) collect any sums in respect of VAT payable by the Users on the Price paid for Delivery of Goods and any applicable Waiting Fee;
- shall be solely responsible for accounting for VAT on the amounts 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 Price payable by the Users for the Delivery of Goods and any applicable Waiting Fee; and
- 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 his VAT status to the Company.
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 his change in VAT status. Self-billing agreement on "incentives" for VAT-registered Independent Couriers 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 "bonuses" payable by the Company to the Independent Courier (as a reward for the commissions which the Company has earned from the Independent Courier's services to the Users) shall be subject to the VAT "self-billing procedure". For this purpose, the Company and the Independent Courier agree that the terms of the self-billing agreement are as follows:
The Company's VAT number is 227159015.
The Independent Courier's VAT number is as notified to the Company in accordance with the terms of these GCU.
The self-biller (the Company) agrees:
- 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;
- 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;
- to make a new self-billing agreement in the event that the Independent Courier notifies the Company that its VAT registration number changes; and
- to inform the Independent Courier if the issue of self-billed invoices will be outsourced to a third party.
The self-billee (the Independent Courier) agrees:
- to accept invoices raised by the self-biller (the Company) on its behalf until the Independent Courier notifies the Company otherwise in writing;
- not to raise sales invoices for the transactions covered by this self-billing agreement; and
- to notify the Company immediately if it:
- changes its VAT registration number;
- ceases to be VAT-registered; or
- sells its business, or part of its business.