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). In addition to the specific terms set out in these GCU, the Parties acknowledge that there may be additional non-contractual operating practices in place which are not reflected in these GCU and which may change from time to time.
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. The service offered by the Company is that of putting the User and the Independent Courier in contact only. In this respect, the Company acts as the agent of the Independent Courier. It is the sole responsibility of the Independent Courier to make the Delivery of Goods. The Company is not party to the contract entered into between the User and the Independent Courier with regard to the Delivery of Goods. The Company does not directly supervise direct or control the manner in which the Delivery of Goods is carried out by an Independent Courier.
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 firstname.lastname@example.org.
"Courier Fee" means the element of the Price relating to the Delivery of Goods payable by the User to the Courier, calculated in accordance with Article 4 of the SC.
"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); interruption or failure of utility service; and
- any other third party activity or event that materially impacts an Independent Courier’s ability to effect the Delivery of Goods.
"GCU": means these general conditions of use and their 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.
"Guarantee Payment" shall have the meaning given to it in Article 4 of the SC. "Independent Courier": means the individual or corporate entity (and in this case the agent of the said corporate entity) who offers its 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 its Account and the Services.
"Member": means either the Independent Courier or the User.
"Method of Transport": means the method(s) used by the Independent Courier to carry the Goods for the purposes of 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. This is set at the rate for a delivery of less than 1.5 miles for the relevant Package Size or the relevant Method of Transport.
"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 its designation by any means by the User. "SC": means the special conditions of the GCU that apply to the Independent Couriers only (as set out in 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 its designation by any means by the User.
"Services": means all services putting the Users and the Independent Couriers in contact, offered through the Application, including the online reservation service making it possible to obtain a Delivery of Goods.
"Slot" means a period of time or times during which an Independent Courier agrees to be available to provide services relating to the Delivery of Goods in exchange for a Guarantee Payment.
"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 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 or terminate 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 writing signed by the Company.
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 writing and signed by the Company and a User, the amendment shall take effect immediately upon making the amended version of the GCU available through the Application, which every Member must have first read and accepted in order to use the Services. If a Member objects to the amendment to the GCU, it must refrain from using the Application and the Services.
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 it enters in its Facebook account to complete its User profile, on the understanding that the data derived from the Application does not give rise to any publication on the User's Facebook profile, in particular in relation to Deliveries of Goods.
The Member shall follow the instructions provided by the Company via the Application to create its Account and shall provide the required identification data (surname, forename, postal address, email address, corporate name and organisation name, where applicable, etc.) correctly, accurately and truthfully.
The Member shall update its identification data promptly via the Application in the event of any change and shall follow the procedures provided by the Company. 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 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, its Facebook login information will enable him to log in automatically.
The Member shall only use the Application with its own Login Information, and agrees that all correlative acts on the Application undertaken with the said Login Information shall be deemed automatically to have been undertaken by the Member, or at the very least under its control.
The Member shall keep its 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 the following email addresses: email@example.com or firstname.lastname@example.org, for Independent Couriers and Users respectively, or by telephoning the helpline available via the Application, and shall provide such evidence of its identity as may be required.
The Company shall review the request promptly on receipt and may, as a security measure, suspend access to the Services with the Member's Login Information. The Company shall process the Member's request promptly and 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 and the Services, 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 pursuant to these GCU as set out below. The Company is not a party to that contract.
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 acknowledges and accepts that the above creates a sufficiently precise, firm, unequivocal and unreserved offer, subject always to the provisions of these GCU, and is binding on the User upon acceptance by an Independent Courier of a Delivery Request.
Via the dispatch technology underlying the Application, an Independent Courier who has the appropriate Method of Transport (whether this has been directly selected by the User or whether it can accommodate the Package Size given by the User, as set out in Article 5 of Part I of these GCU), shall be informed of the Delivery Request. Once an Independent Courier accepts a Delivery Request, an electronic contract for Delivery of Goods is entered into between the User and the Independent Courier, under these GCU.
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 confirmation when the Goods are delivered (whether by the pressing of the confirmation button by the Independent Courier or by the signature of the Recipient on the Application when the Goods are delivered), acts as evidence of the Delivery of the Goods.
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.
- Everything in connection with the capacity of owner or operator of an aerodrome or airport or heliport of the User, or in connection with air or sea shows, including their preparatory exercises, or land motor vehicle shows (and their tests) subject to declaration to or authorisation of the public powers, and responsibility for which falls upon the User as organiser or competitor; and
- Goods made of asbestos or lead.
5.2. Package Size & limits of the Method of Transport
The User acknowledges and agrees that the indication it gives of the Package Size or Method of Transport (as appropriate) has repercussions on the timeframe for Delivery of Goods and/or on its 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; 12kg 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] M: [moped/motorbike] L: [car] XL: [car]
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 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 it shall:
request the Delivery of Goods to a named individual;
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 binds the Independent Courier to undertake the said Delivery of Goods, pursuant to the provisions 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 its 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, it undertakes to the User to effect the Delivery of Goods as contemplated by these GCU.
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 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 its 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 it 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 its discretion, automatically terminate the Delivery of Goods, in accordance with Article 6.6.2 of these GCU. It 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 confirmation has been registered on 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, it undertakes to the User to use best efforts to complete the Delivery of Goods within a reasonable timeframe, taking account of the Package Size, Method of Transport, the Goods, the traffic and weather conditions, etc. and in line with the usual operation of its own business.
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 on the Application installed on the Independent Courier’s Device by the Independent Courier or by the signature of the Recipient, as appropriate.
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 rating out of five and a qualitative opinion about the service of the Delivery of Goods undertaken by the Independent Courier, as set out in Article 6.5 of these GCU.
The User shall not send messages of an injurious, insulting, denigrating, degrading or defamatory nature to or regarding an Independent Courier. The Company reserves the right to delete all or part of a message notified to it, without delay, which, in its opinion, does not meet these GCU.
The Price is dependent on geography and Package Size or Method of Transport. Please refer to the relevant table below. For the avoidance of doubt, the Price is inclusive of the Courier Fee.
London and Outside London
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||£5.40||£6.90||£11.90||£3.60 + £2.00 per Mile|
|S||£5.40||£6.90||£11.90||£3.60 + £2.00 per Mile|
|M||£5.40||£6.90||£11.90||£3.60 + £2.00 per Mile|
|L||£20.00||£25.00||£30.00||£22.50 + £2.25 per Mile|
|XL||£20.00||£25.00||£30.00||£22.50 + £2.25 per Mile|
Additional drops are £2.00/drop.
London and Outside London
London and Outside London
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||£5.35||£6.65||£10.70||Max 5 Miles|
|Motorbike||£5.85||£7.15||£11.90||£3.60 + £2.00 per Mile|
|Car||£20.00||£25.00||£30.00||£22.50 + £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 apply in all cases, regardless of geography and the User's selection of Package Size or Method of Transport.
6.4 Delivery Requirements
The Independent Courier undertakes to the User that it will comply with the minimum standards set out below and that it will also comply with any additional requests that may be made by or any other requirements set by the User from time to time, whether directly through the Application or via the Company.
6.4.1. If the Delivery Request requires specific transport conditions, on the request of the User (e.g. in terms of hygiene, temperature or equipment, for example for chilled products, fragile products, etc.) or other conditions required to meet applicable legislation, the Independent Courier must ensure, prior to its acceptance, that its Method of Transport meets these specifications.
6.4.2. The Independent Courier will ensure that it has the equipment required to meet client needs for delivery capacity and quality. In particular:
Bicycle: Rucksack, thermal bag and front rack Motorbike: Motorbike top box, thermal bag Car: Two thermal bags
Rucksack: 60L with minimum dimensions at base W30 x D45 cm Bike thermal bag: Minimum dimension D25 x W40 x H35 cm Front rack: Ability to carry bike thermal bag flat Motorbike/car thermal bags: Minimum dimension D30 x W40 x H40 cm Motorbike top box: Minimum dimension D35 x W50 x H50 cm
Equipment can be either unbranded or have Stuart branding if the Independent Courier has elected to purchase equipment from Stuart. The terms of conditions for purchase of equipment will be presented to the Independent Couriers upon request.
6.4.3. In addition, the Independent Courier shall comply with the following User requirements:
- Act with professionalism and carry out the Deliveries of Goods diligently, demonstrating the highest level of care;
- Act responsibly with the Goods, i.e. to ensure they are not damaged, destroyed, tampered with, stolen or lost, and act responsibly in the driving of its Method of Transport;
- Do not carry out or be engaged in any conduct prejudicial to the User, including any discrimination, harassment, threatening behaviour, criminal activity or any fraudulent action;
- Maintain a professional, clean and tidy appearance;
- Maintain personal hygiene standards appropriate to the serving of food;
- Ensure that it carries a float of £50 in cash;
- Make every effort not to disturb the operation of any business at the collection or destination address;
- Undertake Think25! or other appropriate training in order to be able to undertake deliveries of alcohol products;
- Undertake any induction that may be requested by the User;
- Execute Deliveries of Goods in accordance with the estimated delivery times provided via the Application and any requested time limits or deadlines indicated by the User;
- Have a good standard of spoken English;
- Remove motorcycle helmets when interacting with Users and Recipients;
- Be polite and courteous to the User and the Recipient;
- Ensure that it has the appropriate Method of Transport and equipment for the Delivery of Goods requested by the User and that these are clean and appropriately maintained in good roadworthy condition; and
- Comply with any operating standards for that User that may be communicated to it from time to time. This includes compliance with pick up procedures (for example, checking in when arriving at a restaurant, using appropriate entry points and ensuring that the Independent Courier identifies itself), delivery procedures (for example, ensuring that certain deliveries are not re-routed), parking requirements and other requirements regarding premises (such as a requirement not to sit at tables).
6.4.4. Should the Independent Courier fail to comply with the User requirements set out above, the User may provide feedback through the Application and this may affect the Independent Courier's rating from that User, as set out in Article 6.5 of these GCU. The Company may send messages to the Independent Courier advising when negative feedback has been received from a User.
The Members acknowledge and agree that they will be subject to review and feedback from each other with reference to the Delivery of Goods. In particular:
Independent Couriers may score the Users out of five based on experience with the User.
The Users may rate the Independent Couriers out of five with respect to each Delivery of Goods, along with qualitative feedback. This rating and feedback may be based on compliance with the User requirements set out in Article 6.4 of these GCU.
In addition to the above, the Company provides the Independent Couriers with a weekly overall score based on their performance against specific performance metrics, as set out below ("Client Performance Score" or "CPS"). The Parties acknowledge and agree that the CPS is intended to provide all parties with a mechanism for assessing performance. The relevant metrics include:
- the number of times that an Independent Courier has not attended an accepted Slot (see Article 3 of the SC);
- the number of times an Independent Courier has missed a job request while on Slot;
- the User rating set out above whether the Independent Courier is on Slot or not;
- the number of jobs completed whether the Independent Courier is on Slot or not; and
- the time spent connected and in the relevant area while on a Slot.
An Independent Courier's CPS or a User's Rating may be taken into account by the Company in determining whether to terminate these GCU pursuant to Article 14.
6.6 Cancellation by the Member
6.6.1 Cancellation by the User
The User may cancel its Delivery Request, without cost, up to two (2) minutes after issuing the Delivery Request via the Application, provided that the Goods have not been collected from the Sender by the Independent Courier.
After this time, the User may cancel its Delivery Request before the Goods have been collected by the Independent Courier from the Sender, but the Minimum Price of the cost of the Delivery of Goods will then be billed to him.
Once the handover of the Goods to the Independent Courier by the Sender has been confirmed on the Application, it is then no longer possible for the User to cancel the Delivery of Goods. However at any time thereafter the User can request a new 'reverse' Delivery of Goods, via the Application, in order to return the Goods to the User, to the Sender or to any other individual. Any such request will be subject to the usual Price set out in Article 6.
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 6.6.1, but may need to give effect to the cancellation via the Application if so requested by the User.
6.6.2. Cancellation by the Independent Courier
The Independent Courier may cancel a Delivery of Goods for any reason, whether through the Application or by requesting a cancellation from the Company. If so requested, the Company will give effect to the cancellation via the Application on the Independent Courier's behalf.
If an Independent Courier cancels any Delivery of Goods, the Company will reassign an appropriate Independent Courier through the dispatch technology in the Application as set out in Article 4.1 of these GCU. If reassignment is not possible, 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.
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 6.6.2.
7. Resolution of disputes concerning the Delivery of Goods
7.1 General principles
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. The Parties acknowledge and agree that liability relating to the Delivery of Goods rests with the Independent Courier and not the Company.
The Company may, at its discretion, assist the Independent Courier and the User to resolve any disputes which may arise relating to any Delivery of Goods initiated via the Application.
7.2. Upon receipt of the Delivery of Goods by the Recipient
7.2.1. 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 may collect the Price of the Delivery of Goods due from the Independent Courier (along with any applicable Waiting Fee) and refund it to the User.
7.2.2. 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 7.2.1 of these GCU, including without limitation, the refusal of the Goods by the Recipient, or its refusal to receive them. If the Recipient refuses to accept the Goods for any reason other than those set out in Article 7.2.1, 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 for 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 confirmation on the Application of receipt of the Delivery of Goods, the Company shall send the User, by email, a receipt confirming safe receipt of the Goods, any comments of the Recipient and/or the Independent Courier, and an invoice 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 its 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 its 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 its 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 its 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 its billing information is up-to-date, complete and correct. The User may access the Application at any time to request the deletion of its bank data by the banking service provider of the Company.
The Member also has the option of cancelling its billing agreement by entering its PayPal account in its 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 during its operating hours from time to time in force, independently of the maintenance operations on the said Application and/or the said Services. The Company makes no guarantees in relation to the availability of the Services, speed of access to the Application, and/or speed of saving to the buffer memory of the Member's Device.
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 its geographical area, able to accept a Delivery of Goods in its 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 execution of these services. The Company acts as the Independent Courier's agent and facilitates the Independent Courier's supply of the Delivery of Goods.
10. Guarantees – Liability – Force Majeure
10.1. Guarantee of the Members
The Member is solely responsible for the use it makes of the Services it accesses from the Application. In accessing the Application, the Member represents and warrants that it/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 it/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 it may have access via the said Services and/or the Application for purposes that are directly or indirectly commercial and/or for personal purposes in a form and/or a media not 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; or
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. Liability of the Members
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 it 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 regularly check that it has the latest version of the Application and that it has indeed downloaded a version compatible with its Device.
The Member shall compensate the Company and/or third parties for any direct and indirect damages resulting from such violations and/or breaches.
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.
10.3 Limitation of liability of the Company
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, sales or business, agreements or contracts, anticipated savings or goodwill;
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, including loss of use or corruption of software, data or information;
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 theApplication; 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 its 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 its 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.
Subject to Articles 10.2.1-10.2.4 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.
For the avoidance of doubt, 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.
10.2.4. Additional provisions in relation to the Delivery of Goods
In addition to the provisions of Articles 10.2 to 10.3 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.
• 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 does not directly supervise direct or control the manner in which the Delivery of Goods is carried out by an Independent Courier (who, as stated in Article 9 above, shall be treated for the purposes of these GCU as carrying on its own business in its own name). The Company shall, if so requested by the User, communicate any requirements that the User may have to the Independent Couriers, whether relating to the Delivery of Goods or otherwise. In addition, the Company shall make available voluntary guidance and support regarding the Delivery of Goods to the Independent Courier, should it wish to avail itself of such guidance and support. In this capacity, the Company shall make an Operations support team and instant messaging available to the Independent Couriers should they wish to communicate with the Company and with each other. The Company acts as the Independent Courier's agent and facilitates the Independent Courier's supply of the Delivery of Goods.
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.
11. Intellectual property
11.1. Intellectual Property Rights
The Member acknowledges that all Intellectual Property Rights in the Application belong and shall belong to the Company, and the Member shall have no rights in or to the Application other than the right to use it in accordance with the terms of these GCU.
Save with the prior written permission of the Company, the Member shall not under any circumstances: i) combine the Application with any other work, particularly software; ii) provide the Application by any means to a third party; or iii) lease or transfer all or part of the Application to a third party, including other companies and entities of the group to which it belongs, and is prohibited from any use other than that granted by these GCU.
If the Member intends to use the interoperability information of the Application to enable its interoperability, the Member shall inform the Company in advance, and shall seek to agree with the Company the conditions governing any such transmission of such information.
The Member shall not undertake any decompilation of the Application until and unless agreement has been reached with the Company.
12. Personal data of the Member
The Company shall process any personal data of Members in accordance with the requirements of the applicable data privacy law, 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, any confidential information, that may have been communicated by or on behalf of another Party, unless that information is public knowledge or already known to such Party at the time of disclosure, or subsequently becomes public knowledge other than by breach of these GCU, or subsequently comes lawfully into the possession of such party from a third party. Each Party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.
The confidential information referred above shall include (without limitation): • 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; or
• Any information that may relate to the Goods delivered.
The Member shall not seek to extract or otherwise appropriate any information from the Application or any of the Company's databases or reuse any part of the data made available through the Application.
Notwithstanding the above, the Company may however, where applicable, communicate the Confidential Information as necessary to the Independent Couriers within the framework of the execution of the Deliveries of Goods.
14. Duration – suspension – termination
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. 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 10.3 (Limitation of liability of the Company), Article 11 (Intellectual Property), Article 13 (Confidentiality) Article 22 (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 its 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, or authorise any Party to make or enter into any commitments for or on behalf of any other Party constitute any Party the agent of another Party, save for as expressly set out elsewhere in these GCU. 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 the Deliveries of Goods 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 independently manage or organise its or her activity in compliance with these GCU.
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 unless otherwise agreed in writing by any of the Parties.
Nothing in this Article 18.1 shall limit or exclude any liability for fraud. 18.2. Severance 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 pursuant to these GCU, 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, it 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 identity, 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 its 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 it enters in its 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 its 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 per Account (i.e. the Independent Courier must have a separate login and password for use of each Method of Transport if it wishes to have the ability to use different Methods of Transport with the Application).
If the Independent Courier wishes to change the Method of Transport for a given Account, it must inform the Company via the Application or otherwise in writing, and communicate to it, where applicable, the necessary evidence in order that the Company can confirm the change. If the Independent Courier fails to meet the abovementioned requirements, it may not accept Delivery Requests from the Application until it has remedied the position.
If it wishes to propose a motorised vehicle as Method of Transport, the Independent Courier must provide a copy of its driving licence, including evidence of the number of points remaining on its driving licence, and any other documentation and/or evidence which the Company may reasonably require.
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 its Device and login with its Account using its Login Information;
- Declare its availability by clicking the button provided on the Application;
- Authorise the Application to use the geolocation function of its Device.
2. Availability of the Independent Courier
The Independent Courier may make himself unavailable by clicking on the button provided for the periods where it does not intend to be put in contact with Users via the Application. The Independent Courier must not however alternate the "available" and "unavailable" statuses of the Application at an excessive frequency so as to affect the quality of the Services. The number of changes required to be treated as "excessive" will be determined at the sole, reasonable discretion of the Company and the applicable level shall be communicated to the Courier from time to time. Such changes of status may affect the Independent Courier's CPS, as set out in Article 6.5 of the GCU.
The Company may make a number of Slots available each week for Independent Couriers to accept. These Slots will be communicated to the Independent Couriers generally 3 to 5 days in advance of the week for which those Slots apply. The Company may also release additional Slots based on demand. Those Independent Courier's whose CPS is in the top 10% of the population of Independent Couriers will have priority access to these Slots.
If an Independent Courier undertakes a Slot and satisfies the applicable conditions, that Independent Courier will be entitled to a Guarantee Payment in addition to the Courier Fee, calculated in accordance with and subject to the provisions of Article 4 of the SC below. Independent Couriers are able to substitute another Independent Courier in their place should they be unavailable to undertake a Slot that they have already accepted. The applicable method for such substitution will be communicated to the Independent Couriers from time to time. The Company shall have no right or ability to veto any such choice of substitute, provided that the proposed substitute is an Independent Courier within the meaning of the GCU. If the Independent Courier has accepted a Slot, is not able to attend and has not located a substitute, this may have an impact on its CPS as set out in Article 6.5 of the GCU.
Notwithstanding the GCU and these SC, the Independent Courier shall be free to undertake any such other work as it wishes (other than through the Application).
The Independent Courier acknowledges and understands that the Company and the User may locate him, in real time, when its Device is switched on and it is displayed as "available" on the Application, in compliance with the Privacy Charter.
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 its mobile Device is close to him when it is in "available" mode, and that its phone number is completed and up-to-date in its Account.
3. Receipt of a Delivery Request
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 may affect the Independent Courier's CPS as set out in Article 6.5 of the GCU. The number of refusals or failures required to be treated as "excessive" will be determined at the sole, reasonable discretion of the Company and the applicable level shall be communicated to the Courier from time to time.
The Independent Courier shall calculate its underlying 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 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 Courier Fee is paid by the User to the Independent Courier for each Delivery of Goods. This is dependent on geography and Package Size or Method of Transport. Please refer to the tables below.
If Method of Transport or Package Size is selected by the User:
|Method of Transport||<1.5 Miles||1.5 - 2.5 Miles||2.5 - 5 Miles||Above 5 Miles|
|Bicycle||£4.00||£4.75||£2.70 + £1.50 per Mile||N/A|
|Motorbike||£4.50||£5.25||£3.00 + £1.65 per Mile||£3.00 + £1.65 per Mile|
|Car||£6.00||£7.25||£3.90 + £2.45 per Mile||£3.90 + £2.45 per Mile|
Additional drops are £1.50/drop.
If Method of Transport or Package Size is selected by the User:
|Method of Transport||<2.5 Miles||2.5 - 5 Miles||<2.5 Miles|
|Motorbike||£4.50||£7.50||£5.00 + £0.75 per Mile|
|Car||£4.50||£7.50||£5.00 + £0.75 per Mile|
Additional drops are £1.00/drop.
In addition to the Courier Fee, should the Independent Courier agree to undertake a Slot, the Independent Courier will be entitled to a Guarantee Payment if it meets the conditions described below.
The Guarantee Payment is calculated by reference to the Courier Fees earned by the Independent Courier during the Slot. Should the Courier Fees earned by the Independent Courier not meet a minimum level agreed between the Independent Courier and the Company; the Company will pay an additional sum to the Independent Courier to ensure that it receives this minimum level. This additional sum will be the Guarantee Payment, and will vary in each case. For the avoidance of doubt, the Independent Courier shall not be entitled to a Guarantee Payment if its earnings during the Slot are above the minimum level described above.
In order to qualify for the applicable Guarantee Payment, the Independent Courier must:
- Log in for at least 90% of the relevant Slot time duration;
- Not miss more than 2 job requests from Users during a Slot;
- Position itself within the selected geographical Slot area of the Slot when not on a job. The Indepedendent Courier has 1.5x the total job time to return back to the georahpical Slot area if the job takes the Independent Courier out of the Slot area ; and
- Meet any other eligibility requirements for the particular level of Guarantee Payment which may be communicated to the Independent Courier from time to time.
If an Independent Courier cancels a job pursuant to Article 6.6.2 of the GCU, this cancellation will only affect such Independent Courier's entitlement to a Guarantee Payment if it is unable to accept any further job requests during the relevant Slot or if it has to log off from the Application before the completion of the Slot.
In addition to the Courier Fee and the Guarantee Payment referred to above, Independent Couriers may also receive additional payments from the Company to reward them for their performance ("Reward Payments"). Such Reward Payments shall be at the discretion of the Company and the eligibility conditions therefore shall be communicated to the Independent Couriers from time to time.
The Company will send messages alerting the Independent Courier as to any issues causing ineligibility for the Guarantee Payment or the Reward Payments, as appropriate. In the event that an Independent Courier is appointed as a Fleet Captain in accordance with Article 5 of the SC below, it shall be entitled to receive an additional payment with respect to this role. This payment shall be at the level agreed between the Company and the particular Fleet Captain from time to time.
5. Acceptance and execution of a Delivery of Goods
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, it must go without delay given the relevant time of pick-up to the Collection Address specified by the User to collect the Goods (via the fastest route according to factors such as traffic). The conditions under which the Independent Courier may cancel a Delivery of Goods are detailed in Article 6.6.2 of the GCU.
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.
The Company shall be entitled to appoint a limited number of "Fleet Captains" from time to time. The Fleet Captain shall act as a point of contact for other Independent Couriers. This role does not change the status of the Independent Courier but attracts and additional fee, as set out in Article 4 of the SC.
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 it may have to undertake such a return. The Independent Courier acknowledges that this return may lengthen its time for Delivery of Goods.
The Independent Courier will be directly notified if its CPS is below a reasonable average. If the Independent Courier's score falls in the bottom 10% of Independent Couriers using the same transport type and in the same city for three consecutive weeks, the Company may, at its discretion, suspend access or terminate these GCU with respect to such Independent Courier.
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 its 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 its identification and its status for VAT purposes (including details of any VAT registration), and confer a mandate for collection and billing in accordance with 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).
9. Specific guarantees of the Independent Courier
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 its 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 its/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. It 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 it 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 it is solely liable for its 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 it 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 its access to the Services until it 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 its confidentiality undertaking set out in Article 13 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 all applicable laws and with the Privacy Charter in respect of any personal data it 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 its activity of "independent courier service provider".
By default and in its capacity as agent acting on behalf of the Independent Couriers, the Company has negotiated a framework agreement with Axa France IARD SA via Marsh SAS, and to finance this insurance has the option to deduct 0.77% of the Price plus any VAT and insurance premium tax from each Delivery of Goods.
If it 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 five (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 five (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, it must alert its own insurance company promptly in order to enable compensation of the User. It 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 its own insurance.
In the event where the Independent Courier benefits from the Company's insurance, then it will be down to him only, once it 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 its name and on its 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 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. In particular, the Company may deduct any monies owed by the Independent Courier to the Company from any payments to be made by the Company to the Independent Courier pursuant to 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.
The Independent Courier expressly authorises and instructs the Company, which hereby accepts, to prepare in its name and on its 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. 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 Parties agree that the invoices produced within the framework of these GCU do not need to be formally authenticated by the Independent Courier.
The Company shall make a report available to the Independent Courier in the Application indicating: • The number of Deliveries of Goods made by the Independent Courier; • The total amount of the sums corresponding to the Deliveries of Goods; and If the Independent Courier has any concerns relating to the report above, it may request further information and copy invoices from the Company. The Company shall produce a corrective invoice, if appropriate, or a credit note (as appropriate).
The Independent Courier retains full liability for its legal and tax obligations in matters of billing for the original invoices prepared in its name and on its behalf by the Company pursuant to these GCU, particularly in relation to its VAT obligations and taxes on income. The Independent Courier must ensure that its billing information and VAT status is up-to-date, complete and correct at all times. The Company has no responsibility to advise the Independent Courier of any VAT obligations.
The Independent Courier shall declare its income generated for Deliveries of Goods to the tax authorities and shall file all relevant tax and VAT returns, and accounts for all VAT due on the service of Delivery of Goods.
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 its VAT status (including confirmation of whether or not it is registered for VAT and, if it is VAT registered, details of its registration (including its VAT registration number)). The Independent Courier shall notify the Company as soon as possible if its VAT status changes or if the details of its VAT registration have changed.
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 its permanent address, and the place where it usually resides, is in the United Kingdom and that it does not have a place of business or fixed establishment outside the United Kingdom; • authorises the Company to (a) prepare VAT invoices to Users for the Delivery of Goods on its behalf (with the Independent Courier as the principal), and (b) collect any sums in respect of VAT payable by the Users on the 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 its 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 its 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 Rewards 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.