Terms and Conditions
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY).
The following definitions and rules of interpretation apply in these Conditions.
|“Business Day”||a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.|
|“Charges”||the charges payable by the Customer for the supply of the Services in accordance with clause 9.|
|“CMR Convention”||the United Nations’ Convention on the Contract for the International Carriage of Goods by Road.|
|“Commencement Date”||has the meaning given in clause 2.2.|
|“Conditions”||these terms and conditions as amended from time to time in accordance with clause 15.5 which shall apply to the Contract.|
|“Consignment”||goods or items (including all packages, parcels, boxes, envelopes or similar containers) to be delivered to the Recipient by EcoSpeed for the Customer.|
|“Contract”||the contract between EcoSpeed and the Customer for the supply of Services in accordance with these Conditions.|
|“Control”||has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.|
|“Customer”||the person or firm who purchases the Services from EcoSpeed.|
|“Customer Default”||has the meaning set out in clause 8.2.|
|“Dangerous Goods”||has the meaning given to it in the European Agreement Concerning the International Carriage of Dangerous Goods by Road (“ADR”) as revised and in force from time to time.|
|“Data Protection Legislation”||the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).|
|“EcoSpeed”||Urgent Deliveries Limited trading as EcoSpeed registered in England and Wales with company number 05654473.|
|“Excluded Goods”||means any goods with a value of over £15,000.|
|“Intellectual Property Rights”||patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, 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 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.|
|“Order”||the Customer’s order for Services placed with EcoSpeed by telephone, email or through EcoSpeed’s website.|
|“Prohibited Goods”||shall include:
(a) firearms (including but not limited to toy or replica firearms), any weapon (including but not limited to toy or replica weapons) or any other arms, ammunitions or explosives;
(b) corrosive, toxic, oxidising or radioactive materials, or other hazardous substances;
(c) pharmaceutical products, legal drugs, medical samples, human remains or ashes;
(d) plants or goods likely to encourage vermin or other pests or to cause infestation or contamination;
(e) perishable goods and/or those requiring a controlled environment;
(f) livestock, animals, insects, birds or fish;
(g) unpackaged or damaged goods;
(h) counterfeit goods or stolen goods;
(i) any material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing or blasphemous; or
(j) any item (including but not limited to drugs or other illegal substances) which is prohibited or illegal to possess or import into any country through or into which the carriage of the Consignment is to take place.
|“Recipient”||the recipient of the Consignment delivered by EcoSpeed.|
|“Services”||the courier and delivery services of a Consignment carried out by Ecospeed for the Customer.|
|“UK Data Protection Legislation”||all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.|
- A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
- Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
- A reference to writing or written includes email but not fax.
- Basis of contract
- The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
- The Order shall only be deemed to be accepted when EcoSpeed confirms to the Customer by email, telephone or through EcoSpeed’s online booking system, that the Order has been accepted, at which point and on which date the Contract shall come into existence (“Commencement Date”).
- EcoSpeed reserves the right to reject any Order. If EcoSpeed rejects any Order, EcoSpeed will inform the Customer of this by email or telephone and will not process the Order. If the Customer has already paid for the Services and EcoSpeed rejects the Offer, EcoSpeed will refund the Customer the full amount paid.
- EcoSpeed is not a common carrier and any acceptance of an Order or a Consignment shall be at its sole discretion and in accordance with these Conditions.
- These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- Any quotation given by EcoSpeed shall not constitute an offer, and is only valid for a period of 7 Business Days from its date of issue.
- Supply of Services
- Subject to these Conditions, EcoSpeed shall supply the Services to the Customer in accordance with the Order in all material respects.
- EcoSpeed warrants to the Customer that the Services will be provided using reasonable care and skill.
- Excluded Goods. The Customer must specify in the Order if the Consignment contains any Excluded Goods. Unless EcoSpeed agrees specifically in writing (following full disclosure by the Customer of the Consignment containing any Excluded Goods), EcoSpeed will not accept any Order for the Services where the Consignment contains any Excluded Goods. If EcoSpeed, in its absolute discretion, opts to accept a Consignment containing Excluded Goods, EcoSpeed reserves the right to increase the Charges, and subject to clause 12.3, EcoSpeed shall not be liable to the Customer in respect of any loss, however caused, to the Consignment, unless EcoSpeed expressly agrees otherwise in writing.
- Prohibited Goods. The Customer warrants and undertakes that it will not include any Prohibited Goods. EcoSpeed will not accept any Order for the Services where the Consignment contains any Prohibited Goods.
- Dangerous Goods. The Customer warrants and undertakes that it will not include any Dangerous Goods in a Consignment unless EcoSpeed specifically agrees in writing to accept that particular Consignment containing Dangerous Goods (following full disclosure by the Customer of (a) the fact that the prospective Consignment contains Dangerous Goods; (b) a full description of the Dangerous Goods and the nature of the Dangerous Goods that are proposed to be included in a Consignment, (c) the class of the Dangerous Goods in accordance with the ADR; (d) the coding of the Dangerous Goods in accordance with the ADR; and (e) confirmation that the Dangerous Goods do not contain any Prohibited Goods). If EcoSpeed, in its absolute discretion, opts to accept a Consignment containing Dangerous Goods, EcoSpeed reserves the right to increase the Charges.
- In the event that the Customer breaches any of its obligations or undertakings under clause 4.1, clause 4.2, or clause 3, or if following the acceptance of an Order by EcoSpeed, EcoSpeed discovers that the Consignment contains any Dangerous Goods, Dangerous Goods where full and accurate details have not been disclosed to EcoSpeed in accordance with clause 4.3, Excluded Goods or Prohibited Goods (without limiting any other rights or remedies EcoSpeed may have):
- EcoSpeed may terminate the Contract with immediate effect by giving notice to the Customer; and
- the Customer shall indemnify EcoSpeed against, and shall pay to EcoSpeed a sum equal to, all liabilities, costs, expenses, damages and losses (including but not limited to any legal or professional costs and expenses (calculated on a full indemnity basis) suffered or incurred by and claims made against EcoSpeed arising out of the Customer’s breach or the carriage of Dangerous Goods, Excluded Goods and/or Prohibited Goods; and
- in the event that the Consignment contains Excluded Goods that have not been disclosed to EcoSpeed, the Consignment will be delivered solely at the Customer’s risk.
- In the event that EcoSpeed suspects that the Consignment contains Dangerous Goods, Excluded Goods, Prohibited Goods or any other goods that EcoSpeed reasonably considers to be a security or health and safety risk, the Customer acknowledges and accepts that EcoSpeed with have the right to examine the contents of any Consignment and take such action relating to the Consignment which it deems to be appropriate in the circumstances.
- If the value of a Consignment is greater than £15,000, the Customer shall inform EcoSpeed of the value of the Consignment when placing an Order.
- The Customer warrants that the Consignment is suitable for delivery by road and that EcoSpeed will not be required to provide any labour or equipment for loading or unloading the Consignment, other than that carried by the vehicle used by the Carrier. EcoSpeed may terminate the Contract with immediate effect if this warranty proves to be untrue.
- The Customer shall indemnify EcoSpeed against any loss or damage suffered or incurred by EcoSpeed if EcoSpeed is required or instructed by the Customer to load or unload any Consignment requiring special equipment if such equipment has not been provided by the Customer.
- Delivery of the Consignment
- Unless otherwise agreed by EcoSpeed in writing, EcoSpeed shall deliver the Consignment to the delivery address stated on the Order. If following submission of the Order, the Customer changes the delivery address for the Consignment, EcoSpeed reserves the right to vary the Charges by written notice to the Customer, or cancel the Contract.
- EcoSpeed shall use all reasonable endeavours to collect and deliver the Consignment within the times specified for collection and delivery by the Customer in the Order, however the Customer acknowledges that these times are estimates only and are subject to events outside of EcoSpeed’s control. Time shall not be of the essence in meeting these times.
- EcoSpeed shall require written acknowledgement from the Recipient at the delivery address of the Consignment. Written acknowledgement from the Recipient at the delivery address of the Consignment shall be conclusive evidence of proper delivery of the Consignment and completion of the Services. If the Recipient is not available to provide written acknowledgement of the Consignment, the Consignment shall be deemed to be undelivered. In the event that the Customer notifies EcoSpeed that written acknowledgement is not required, EcoSpeed shall not be liable to the Customer if the Recipient claims that the Consignment was not delivered (save in respect of any negligence of EcoSpeed).
- International Deliveries
- EcoSpeed and the Customer acknowledge and agree that the CMR Convention and the standardised terms and conditions set out in the CMR Convention shall, to the exclusion of these Conditions, govern any carriage by EcoSpeed of a Consignment by road, where the points of collection and delivery are in two separate countries, of which at least one is a signatory to the CMR Convention. The CMR Convention shall not govern any carriage of a Consignment (a) under the terms of any postal convention; or (b) between the United Kingdom, the Channel Islands or the Isle of Man.
- The Customer shall submit all documentation required for any customs clearance relating to the Consignment.
- The Customer shall ensure that the delivery of the Consignment to the Recipient complies with any applicable sanctions law. EcoSpeed shall not be liable for any failure by the Customer to obtain any permits or licences required under any sanctions law.
- Subject to the provisions of clause 12.3, EcoSpeed shall not be liable for any loss or damage of goods confiscated, seized, removed or damaged by any customs authorities or other government agencies.
- Unsuccessful Deliveries
- In the event that the Recipient is not available at the delivery address specified in the Order to accept the delivery of the Consignment in accordance with clause 5.3, or the Consignment is unclaimed (“Unsuccessful Delivery”), EcoSpeed shall use reasonable endeavours to notify the Customer and the Recipient that delivery of the Consignment has been unsuccessful.
- In the event of an Unsuccessful Delivery, EcoSpeed may, in its absolute discretion (unless otherwise agreed with the Customer):
- deliver the Consignment to a neighbour of the Recipient;
- attempt to deliver the Consignment to the Recipient on the next day or working day;
- return the Consignment to the Customer; or
- arrange with the Customer an alternative delivery address or delivery time.
- Where EcoSpeed returns a Consignment to the Customer, or the Customer arranges for a further delivery of the Consignment by EcoSpeed, any return or delivery (as the case may be) shall be at the Customer’s cost and expense. Any return or delivery (as the case may be) shall be charged to the Customer (and the Customer shall pay) at such price agreed with EcoSpeed, or in the absence of any agreement, at EcoSpeed’s standard rates from time to time in force.
- In the event that an Unsuccessful Delivery occurs due to no fault of EcoSpeed, EcoSpeed reserves the right to increase the Charges (such increase to be communicated to the Customer) and the Customer shall be liable for any reasonable charges or expenses incurred by EcoSpeed in carrying out any actions under clause 2 (including but not limited to any reasonable hotel expenses if EcoSpeed is required to attempt to deliver the Consignment to the Recipient on the next day or working day).
- Customer’s obligations
- The Customer shall:
- ensure that the terms of the Order (including but not limited to: the description of the Consignment including its weight and dimensions; full details of the Recipient including the delivery address, contact details for the Recipient, references of the Recipient; collection address for the Consignment; contact details of the Customer; and purchase order numbers) are complete and accurate;
- co-operate with EcoSpeed in all matters relating to the Services;
- ensure that the Consignment is secure, properly and appropriately packaged and labelled in accordance with all applicable laws (including, if appropriate, the ADR), and is appropriate to be transported by road and vehicle delivering the Consignment;
- ensure that the Consignment is available to be collected by EcoSpeed from the collection address specified in the Order at the scheduled collection time specified in the Order;
- provide EcoSpeed with access to the premises of the Customer in order to arrange for collection of the Consignment;
- provide EcoSpeed with such information and materials as EcoSpeed may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
- if the Consignment contains Dangerous Goods (agreed by EcoSpeed in accordance with clause 3), ensure that the Consignment is accompanied by a transport document declaring the description and nature of the goods and which is compliant with the ADR;
- obtain and maintain all necessary licences, permissions and consents which may be required for the delivery of any Consignment; and
- comply with all applicable laws, including but not limited to, health and safety laws, and, if appropriate, the ADR.
- If EcoSpeed’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
- without limiting or affecting any other right or remedy available to it, EcoSpeed shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays EcoSpeed’s performance of any of its obligations;
- EcoSpeed shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from EcoSpeed’s failure or delay to perform any of its obligations as set out in this clause 2; and
- the Customer shall reimburse EcoSpeed on written demand for any costs or losses sustained or incurred by EcoSpeed arising directly or indirectly from the Customer Default.
- The Customer shall indemnify EcoSpeed against all losses suffered or incurred (including but not limited to demands, charges, fines, penalties, costs, actions or proceedings) by EcoSpeed in connection with the Customer’s failure to comply with clause 1.1, clause 8.1.3, clause 8.1.7 or clause 8.1.8.
- The Customer shall:
- Charges and payment
- The Charges for the Services shall be specified by EcoSpeed in its quotation for the Services in accordance with clause 6, or in the absence of any quotation, as part of its acceptance of the Services pursuant to clause 3.3.
- EcoSpeed shall invoice the Customer during the week following completion of the Services (which for the avoidance of doubt shall be (a) when a Consignment is delivered to the Recipient or (b) in the event that there is an Unsuccessful Delivery, when a Consignment is returned to the Customer or delivered in accordance with clause 2) for all Services completed in that previous week.
- The Customer shall pay each invoice submitted by EcoSpeed:
- within 30 days of the date of the invoice or in accordance with any credit terms agreed by EcoSpeed and confirmed in writing to the Customer; and
- in full and in cleared funds to a bank account nominated in writing by EcoSpeed, and
time for payment shall be of the essence of the Contract.
- All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by EcoSpeed to the Customer, the Customer shall, on receipt of a valid VAT invoice from EcoSpeed, pay to EcoSpeed such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
- The Customer shall be liable and responsible for the payment of any taxes, levies, customs, duties and any other costs imposed by governmental or other authority in connection with the delivery of the Consignment.
- The Customer shall be liable for any toll charges incurred by EcoSpeed in carrying out the Services.
- If the Customer wishes to change the scope of the Services following the acceptance of an Order by EcoSpeed, and EcoSpeed agree to such change, EcoSpeed will modify the Charges accordingly.
- EcoSpeed reserves the right (on written notice to the Customer) to increase the Charges in line with any increase in fuel prices, or as a result of any increase in the cost of providing the Services, by giving the Customer at least 30 days’ written notice of such change.
- If the Customer fails to make a payment due to EcoSpeed under the Contract by the due date, then, without limiting EcoSpeed’s remedies under clause 13, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.9 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
- All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
- Intellectual property rights
All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the EcoSpeed.
- Data protection
- Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause 11, Applicable Laws means (for so long as and to the extent that they apply to EcoSpeed) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
- The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and EcoSpeed is the processor, save that the parties acknowledge that EcoSpeed does not have access to (and does not process) the contents of any Consignment.
- Without prejudice to the generality of clause 1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to EcoSpeed for the duration and purposes of the Contract.
- The Customer shall indemnify EcoSpeed against all losses suffered or incurred (including but not limited to demands, fines, penalties, costs, actions, investigations or proceedings) by EcoSpeed
- Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
- EcoSpeed has obtained goods-in-transit insurance cover in respect of its own legal liability for individual claims not exceeding £15,000 per claim. The limits and exclusions in this clause reflect the insurance cover EcoSpeed has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
- The restrictions on liability in this clause 12 apply to every liability arising under or in connection with this Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
- Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation; and
- breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
- Subject to clause 12.3, in the event that the Consignment (or part of the Consignment) is Excluded Goods and the Customer does not provide EcoSpeed with a declaration of value of the Consignment when placing an Order, EcoSpeed’s total liability to the Customer shall not exceed £15,000 (in aggregate) for all goods included in that Consignment.
- EcoSpeed shall not be liable for any loss of, damage to or failure to produce any Prohibited Goods, Dangerous Goods or any Excluded Goods that have not been disclosed (together with the value of Excluded Goods) to EcoSpeed in the Order.
- Subject to clause 3, clause 12.4 and clause 12.5, EcoSpeed’s total liability to the Customer shall not exceed £15,000.
- Subject to clause 3, EcoSpeed shall not be liable to the Customer for any of the following losses suffered by the Customer (whether direct, indirect, incidental or consequential):
- loss of profits or revenue;
- loss of sales or business;
- loss of agreements or contracts;
- loss of anticipated savings;
- loss of use or corruption of software, data or information;
- loss due to delay in delivery;
- loss of or damage to goodwill; and
- indirect or consequential loss.
- The terms implied by sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
- Unless the Customer notifies EcoSpeed that it intends to make a claim in respect of an event within the notice period, EcoSpeed shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 21 days from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
- If any the Customer alleges that any Consignment is damaged or lost by EcoSpeed, the Customer shall provide EcoSpeed with written proof of the value of the Consignment damaged or lost and EcoSpeed shall be entitled to inspect the damaged Consignment.
- In the event that the Customer is not a consumer, the Customer shall indemnify EcoSpeed against and shall pay to EcoSpeed a sum equal to all liabilities, costs, expenses, damages and losses (including but not limited to any legal or professional costs and expenses (calculated on a full indemnity basis) suffered or incurred by and claims made against EcoSpeed as a result of any fraud or omission by the Customer or the owner of the Consignment.
- This clause 12 shall survive termination of the Contract.
- Without affecting any other right or remedy available to it, and subject to the provisions of this clause 13, either party may terminate the Contract with immediate effect by giving notice to the other party.
- In the event that EcoSpeed terminates the Contract in accordance with clause 13.1 due to a breach by the Customer of its obligations under the Contract, EcoSpeed may, in its absolute discretion, without affecting any other right or remedy available to it, charge (and the Customer shall pay) a reasonable fee for the time and effort incurred by EcoSpeed in connection with the Services, up to the full value of the Charges.
- In the event that the Customer terminates the Contract:
- prior to the collection of the Consignment, EcoSpeed may, in its absolute discretion, charge (and the Customer shall pay) a reasonable fee for the time and effort incurred by EcoSpeed in connection with the Services up to the point of termination; or
- after the collection of the Consignment, the EcoSpeed reserves the right to charge the Customer the full Charges, or such lesser amount as EcoSpeed in its absolute discretion, considers to be reasonable.
- Without affecting any other right or remedy available to it, EcoSpeed may suspend the supply of Services under the Contract or any other contract between the Customer and EcoSpeed if the Customer fails to pay any amount due under the Contract on the due date for payment, or the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.
- Consequences of termination
- Termination or expiry of the Contract shall not affect 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 Contract which existed at or before the date of termination or expiry.
- Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
- Force majeure.
- EcoSpeed will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under the Contract that is caused by any act or event beyond its reasonable control (“Force Majeure Event”).
- If a Force Majeure Event takes place that affects the performance of EcoSpeed’s obligations under the Contract:
- EcoSpeed will contact the Customer as soon as reasonably possible to notify the Customer; and
- EcoSpeed’s obligations under the Contract will be suspended and the time for performance of its obligations will be extended for the duration of the Force Majeure Event. EcoSpeed will notify the Customer of a new date or time for performance of the Services after the Force Majeure Event is over. In the event that the Customer does not agree to the rearranged date or time for performance of the Services, the Customer may terminate the Contract by serving written notice on EcoSpeed. In the event that the Customer terminates the Contract under this clause 188.8.131.52, EcoSpeed may refund the Customer the Charges less the charges reasonably and actually incurred by EcoSpeed in performing the Services up to the Force Majeure Event.
- Assignment and other dealings.
- EcoSpeed may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
- The Customer acknowledges and agrees that EcoSpeed may subcontract in whole or in part the performance of any or all of its obligations under the Contract. The Customer also acknowledges that the carriage element of the Services will be carried out by an employee, agent or subcontractor of EcoSpeed.
- The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of EcoSpeed.
- Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 3.2.
- Each party may disclose the other party’s confidential information:
- to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 3; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
- Entire agreement.
- The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
- For the avoidance of doubt, all warranties (whether express or implied) in relation to EcoSpeed’s website are hereby excluded to the fullest extent permitted by law.
- Nothing in this clause shall limit or exclude any liability for fraud.
- Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the Customer and EcoSpeed.
- Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
- If any provision or part-provision of the Contract 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 clause shall not affect the validity and enforceability of the rest of the Contract.
- Any notice given by the Customer to EcoSpeed shall be given in writing under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at EcoSpeed’s registered office or by email to [email protected] and [email protected];
- Any notice or other communication given by EcoSpeed to the Customer under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at the Customer’s registered office (if a company) or its principal place of business (in any other case) or such other postal address or email address provided by the Customer in the Order;
- Any notice or communication shall be deemed to have been received:
- if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
- if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
- if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 8.3.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
- This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
- Third party rights.
- Force majeure.
The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract save for those parties to whom EcoSpeed has subcontracted any of its obligations under the Contract, who shall have the right to exercise and enforce the rights granted to EcoSpeed under the Contract.
- Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
- Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
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