Terms and Conditions

1. Definitions and Interpretation

1.1  In these Conditions, unless the context otherwise requires, the following words have the following meanings:

 

"Billing Period"

the invoicing frequency for the Services, as set out in the Commercial Terms;

"Business Day"

any day between Monday and Friday inclusive in any week, but excluding English bank or public holidays or any other days that the clearing banks are not open for normal business in the City of London;

"Claims Procedure"

the procedure for making any claims for loss of or damage to a Parcel are published by PMP at [Please Click Here] from time to time;

"Client"

the person identified in the Commercial Terms who purchases Services from PMP;

"Client Premises"

the Client’s premises set out in the Commercial Terms;

Commercial Terms

an order for Services (in the form prescribed by PMP and signed by at least the Client) placed by the Client and agreed by PMP setting out, amongst other things, the Service Fees and the type of Services to be provided;

Conditions

these standard terms and conditions of service, as amended from time to time;

"Contract"

an agreement for the provision of Services by PMP to the Client agreed pursuant to clause 2;

"Control"

has the meaning given to it in sections 450 and 451 or section 1124 of the Corporation Tax Act 2010 so that there shall be control wherever either of the said sections so require;

"Drop Off Services"

the reverse logistics routing of Parcels to be returned to the Client from the Consumer, following the Consumer having deposited the Parcel at the Parcel Shop and the return by PMP of such Parcels to the Client Premises or making such Parcels available to the Client, as the case may be;

"Due Date"

the due date for payment by the Client of PMP invoices, as set out in the Commercial Terms;

"Fuel Surcharge Mechanism"

the PMP mechanism for levying fuel surcharges are published by PMP at [Please click here] from time to time;

"Intellectual Property Rights"

all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world;

"Minimum Term"

subject to earlier termination in accordance with clause 11, the minimum duration of the Contract, as set out in the Commercial Terms;

"Notice Period"

the period of notice required to be given by either party to terminate the Contract in accordance with clause 3.2, as set out in the Commercial Terms;

"Packaging Guidelines and Limitations"

the packaging guidelines for Parcels are published by PMP at [Please Click Here] from time to time;

"Parcel Profile"

the forecast profile for Parcels set out in the Commercial Terms;

"Parcel(s)"

goods sold by the Client in the course of its business and, in the case of the Pick Up Services, packaged for delivery to the recipient of the Goods (the “Consumer”) or, in the case of the Drop Off Services, packaged to be returned to the Client;

"Parcel Shops"

the retail premises identified in the Parcel shop finder which act as parcel shops where Consumers can collect Parcels (pursuant to the Pick Up Services) and/or return Parcels (pursuant to the Drop Off Services), as the case may be;

"Pick Up Services"

the routing of Parcels to PMP from the Client Premises and onwards to the Parcel Shop to be made available for collection by the Consumer;

"PMP"

Smiths News Trading Limited (company number 237811) trading as ‘Pass My Parcel’;

"Prohibited Items"

items which cannot be contained within Parcels and carried by PMP as part of the Services, a list of which is published by PMP at [Please Click Here] from time to time;

"Service Fees"

PMP’s fees payable for the provision of the Services at the rates set out in the Commercial Terms or as otherwise determined pursuant to these Conditions from time to time;

"Services"

the services identified in the Commercial Terms (being either a form of Pick Up Services and/or Drop Off Services) to be provided by PMP;

"Services Commencement Date"

the date set out in the Commercial Terms or, if earlier, the date upon which PMP commences the Services;

"Specification"

the specification of the Services as published by PMP at [Please Click Here] from time to time; and

"VAT"

value added tax chargeable under English law for the time being and any similar, additional or analogous tax.

 

In these Conditions, unless the context otherwise requires:

1.2  any reference to a statute or a provision of a statute shall be construed as a reference to that statute or provisions as amended, re-enacted or extended at the relevant time;

1.2.1  any reference to a person shall be construed as a reference to any person, firm, company, corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) or one or more of the foregoing;

1.2.2  any reference to the singular shall include the plural and vice versa;

1.2.3  references to numbered clauses are references to the relevant clauses in these Conditions respectively;

1.2.4  where the words "include(s)" or "including" are used in these Conditions they are deemed to have the words "without limitation" following them. Where the context permits, the words "other" and "otherwise" are illustrative and shall not limit the sense of the words preceding them; and

1.2.5  any obligation in these Conditions on a person not to do something includes an obligation not to agree, allow, permit or acquiesce to that thing being done.

2. Contract Formation

2.1  The Commercial Terms constitutes an offer by the Client to purchase Services in accordance with these Conditions.

2.2  The Commercial Terms shall only be deemed to be accepted on the date that PMP signs the Commercial Terms or, if earlier, the date that PMP commences the Services. Commercial Terms accepted by PMP in accordance with this clause shall constitute a discrete binding contract between the parties and shall incorporate:

2.2.1  the Commercial Terms;

2.2.2  these Conditions; and

2.2.3  any document referred to in these Conditions, which shall apply to the exclusion of any other terms and conditions that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.  Any conflict, ambiguity or inconsistency between the above parts of a Contract, shall be resolved according to the order to which the documents are listed above (with the first listed document prevailing).

2.3  Unless expressly referred to in these Conditions, any descriptive matter or advertising issued by PMP, and any descriptions or illustrations contained in PMP’s catalogues, websites or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force. 

3. Commencement and Duration

3.1  In consideration of the Service Fees, with effect from the Services Commencement Date PMP shall use reasonable endeavours to provide the Services in accordance with the Specification.

3.2  Unless terminated earlier in accordance with these Conditions, the Services shall be supplied for the Minimum Term and after that shall continue to be supplied unless and until the Contract is terminated by either party providing advance notice of at least the Notice Period.

4. Services

4.1  Subject to the Client complying fully and satisfactorily with its obligations in the Contract, PMP shall use reasonable endeavors to:

4.1.1  allocate appropriate resources to the Services to enable it to comply with the terms of the Contract;

​4.1.2  provide and manage the Services with reasonable skill and care appropriate to the Services being performed;

​4.1.3  promptly notify the Client of any accident, incident, or event that impairs the safety of or delays delivery or collection of shipments of Parcels; and

​4.1.4  observe all reasonable security and health and safety requirements at the Client Premises so long as such PMP are notified of such requirements in writing in advance of attending the Client Premises.

​4.2  PMP shall provide the Client with periodic electronic reports showing per-Parcel reconciliation between the Client’s manifest data and PMP’s origin scan data if an electronic manifest is provided by the Client.  PMP shall endeavor to reconcile any discrepancies in the data so that the Client is accurately invoiced only once in respect of each charge which is validly incurred.

​4.3  Any dates specified for performance of the Services shall be estimates only and time for performance by PMP shall not be of the essence of the Contract.

​4.4  PMP is not under any obligation to undertake any works or provide any services to the Client which are not the subject of the provisions of this Contract.

4.5  PMP shall be under no obligation to retain copies of any documentation related to the delivery of a Parcel for longer than 6 months following the date of delivery.

4.6  PMP shall not be liable for any failure to or delay in the provision of the Services that arises due to or is contributable to:

4.6.1  any act or omission of the Client, its employees, agents or contractors or of a Consumer;

​4.6.2  weather events, which result in road closures and/or impact access to a Parcel Shop or route timings;

​4.6.3  Parcels which are mis-sorted or mislabelled by the Client and/or the Consumer or otherwise do not comply with the Packaging Guidelines;

​4.6.4  severe traffic congestion / traffic issues that see PMP being unable to access a Parcelshop or impact route timings;

​4.6.5  Parcels in the Pick Up Services identified as being damaged on receipt by PMP;

​4.6.6  civil unrest, riots or demonstrations;

​4.6.7  PMP’s vehicle being released after the agreed timetable outlined in the Commercial Terms at the Client Premises or otherwise for reasons other than as a direct result of a failure by PMP to comply with its obligations in the Contract;

​4.6.8  Parcels which do not comply with the Parcel Limitations;

​4.6.9  any event of serious disruption outside PMP’s control, which reduces its capacity to fulfil its obligations; and

​4.6.10  failure or downtime in respect of any telephony or mobile communications.

​4.7  PMP is not a common carrier and accepts Parcels only in accordance with the terms of the Contract.  PMP reserves the right (in its sole discretion) to refuse to carry any Parcels at any time.

4.8  PMP shall only be deemed to have accepted receipt of a Parcel upon the first scanning of the label of such Parcel or upon the authorised signature by PMP of a delivery manifest.  PMP shall not be required to inspect the contents of any bulk Parcel consignments on collection.

5. Client Obligations

5.1  The Client shall:

5.1.1  ensure Parcels are prepared, packaged and labelled either by itself or by Consumers (as the case may be) in accordance with the Packaging Guidelines;

5.1.2  facilitate PMP’s access to the Client Premises at the times specified in the Commercial Terms to collect (in the case of Pick Up Services) and/or deliver (in the case of Drop Off Services) Parcels;

5.1.3  ensure that the Parcels comply with the Parcel Limitations

5.1.4  ensure that Parcels do not contain any Prohibited Items;

5.1.5  co-operate with PMP in all matters relating to the Services;

5.1.6  provide, in a timely manner, such information as PMP may require, and ensure that it is accurate and lawful in all material respects; and

5.1.7  grant PMP permission to use that part of the Client Premises as may from time to time be designated by the Client for the collection and/or return of Parcels and/or the provision of the Services

5.2  Where the Client purchases Pick Up Services, the Client shall procure that each Consumer collects their Parcel from the relevant Parcel Shop within 7 days of the Consumer receiving notification from either PMP or the Client (as the case may be) that the Parcel is available for collection.  If the Parcel is not collected by the Consumer within such time period PMP reserves the right to return the Parcel to the Client at the Client’s cost.

6. Service Fees and Payment

6.1  In consideration of the provision of the Services by PMP, the Client shall pay the Service Fees and any other amounts payable pursuant to the Contract.

6.2  All Service Fees quoted to the Client shall be exclusive of VAT, which PMP shall add to its invoices at the appropriate prevailing rate.

6.3  Subject to clause 7, the Service Fees shall be fixed for the first 12 months from the Services Commencement Date after which PMP may increase the Service Fees on each anniversary of the Services Commencement Date by the greater of: the change in the retail prices index in the preceding 12 months; and 2%, on 30 days’ notice.

6.4  PMP shall invoice the Client for its Service Fees in arrears for the immediately preceding Billing Period. The Client shall pay each invoice in full and in cleared funds in £GBP via the payment method specified in the Commercial Terms to a bank account nominated in writing by PMP by the Due Date.

6.5  If the Client fails to pay any amount payable by it under the Contract, PMP may (without prejudice to any other right or remedy it may have):

6.5.1  charge the Client interest on the overdue amount from the Due Date up to the date of actual payment, after as well as before judgment, at the rate of 4% per annum above the base rate for the time being of National Westminster Bank PLC. Such interest shall accrue on a daily basis and be compounded quarterly and the Client shall pay the interest immediately on demand; and/or

6.5.2  suspend the Services (in whole or in part) until payment in full and cleared funds is received. In the event that Services are resumed following a period of suspension, PMP shall use reasonable endeavours to process any backlog of work to a mutually agreed timetable. For the avoidance of doubt, PMP shall incur no liability for any backlog or any other losses or costs arising out of or resulting from the break in Services during such period of suspension; and/or

6.5.3  require that the Client procures suitable security for payment of the Service Fees in a form that is satisfactory to PMP; and/or

6.5.4  exercise a general lien over any Parcels in its possession and sell the contents of Parcels and retain the proceeds of sale in settlement of any amounts that the Client may owe PMP.

6.6  Time for payment shall be of the essence of the Contract.

6.7  All sums payable to PMP shall become due immediately on termination of the Contract, despite any other provision.

6.8  Without prejudice to any other right or remedy it may have, PMP shall be entitled but not obliged at any time without notice to set off against and deduct from any amount payable by PMP to the Client (whether under the Contract or any other agreement between the parties) any sums due from the Client to PMP or a subsidiary of: PMP; or the ultimate holding company of PMP.

6.9  Subject to clause 6.8, all payments under the Contract shall be made in full without any discount, deduction, set-off or counterclaim whatsoever, save as may be required by law in which event such deduction or withholding shall not exceed the minimum amount which it is required by law to deduct or withhold and the payer will simultaneously pay to the payee such additional amounts as will result in the receipt of a net amount equal to the full amount which would otherwise have been receivable had no such deduction or withholding been required.

7. Service Fees Review and Additional Fees

7.1  The Service Fees have been calculated based on the Parcel Profile.  In the event that the average actual Parcel Profile (or any part of it) in any 3 month period is 10% more or less than the Parcel Profile (or any part of it) PMP may review the Service Fees and, at its discretion, provide 30 days’ notice to the Client of a variation to the Service Fees.

7.2  PMP may review and increase the Service Fees on not less than 30 days’ notice in accordance with any increase in the costs of providing the Services (including any increase as a result of changes in law, congestion charges, licence fees, postal fees and/or labour costs) and at all other times.

7.3  In the event that there is a change in the Client’s business arrangements, profile or business method, including (i) changes in the number or location of the Client Premises; and/or (ii) changes to process requirements or distribution methods, PMP shall have the right to advise the Client in writing of its intention to revaluate the Services offering and/or Commercial Terms and/or renegotiate all or part of the Contract.  Any renegotiated commercial terms shall be backdated to the date that the business profile change commenced.

7.4  In addition to the Service Fees, PMP may levy:

7.4.1  a fuel price surcharge in accordance with the Fuel Surcharge Mechanism; and

7.4.2  a late collection charge for each occasion that the Parcels are not ready for collection at the Client Premises at the collection time(s) outlined in the Commercial Terms and the PMP vehicle (at its discretion) elects to wait for more than 15 minutes beyond such collection time. 

7.5  The Client shall indemnify and hold PMP harmless from and against all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, PMP as a result of or in connection with:

7.5.1  any breach or non-performance of the Contract by the Client;

7.5.2  any claim made against PMP by a third party in respect of any liability, loss, damage, injury, cost or expense to the extent caused by, related to or arising as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the Contract by the Client;

7.5.3  physical damage or loss to property caused directly or indirectly by any act or omission or by the negligence of the Client or the Client’s equipment, operations or personnel;

7.5.4  any claim that with effect from the Services Commencement Date or otherwise the employment of any employees of the Client or an incumbent service provider of services similar to the Services should transfer or has transferred to PMP pursuant to the Transfer of Undertakings (Protection of Employment) Regulations 2006.

8. Intellectual Property Rights

8.1  The Contract does not assign any Intellectual Property Rights existing at or prior to the Services Commencement Date ("Pre-existing IPR"). Neither party may assert ownership of the other party's Pre-existing IPR.  As between the Client and PMP, all Intellectual Property Rights and all other rights in the Services shall be owned by PMP.

8.2  The Client may, during the term of the Contract and with PMP’s prior written consent use PMP’s trademark(s) and logo(s) (“PMP’s Brand”) to promote the Services to its Consumers, in which case PMP shall grant to the Client, and the Client will accept, a non-exclusive, non-transferable, non-assignable, non-sub-licensable, revocable license to use PMP’s Brand solely to promote the Services to its Consumers.

8.3  PMP may, during the term of the Contract, at its election, display advertising, promotion or other point of sale documents or materials provided by the Client from time to time (or that are otherwise in a form and substance specifically reviewed and approved in advance by the Client) relating to the Services that incorporate the Client’s trademark(s) and logo(s) (the “Client’s Brand”) (“Co-branded Promotional Material”), in which case the Client shall grant to PMP, and PMP will accept, a non-exclusive, non-transferable, revocable license to use the Client’s Brand included in any such Co-branded Promotional Material.

9. Confidentially and Consumer Information

9.1  Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause

9.2  Each party may disclose the other party's confidential information:

9.2.1  to its employees, officers, subcontractors, representatives 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 the person to whom it discloses the other party's confidential information complies with this clause 9; and

9.2.2  as may be required by law, court order or any governmental or regulatory authority.

9.3  No party shall use any other party's confidential information for any purpose other than to perform its obligations under the Contract.

9.4  In relation to personal data concerning Consumers received by PMP directly from the Client, including names and addresses (collectively “Consumer Information”) PMP shall:

9.4.1  use such Consumer Information solely for the purpose of providing the Services and in accordance with the Client’s reasonable instructions;

9.4.2  keep the Consumer Information confidential and take such technical and organisational security measures against unauthorised and unlawful processing of, accidental loss of, destruction of or damage to the Consumer Information as may be reasonably required, having regard to the state of technological development and the cost of any measures, to ensure a level of security appropriate to the harm that might result from such processing, loss, destruction or damage and the nature of the Consumer Information to be protected;

9.4.3  not transfer, rent, barter, trade or sell the Consumer Information;

9.4.4  dispose of the Consumer Information within 90 days of completion of the relevant Service in respect of the Parcel to which the Consumer Information relates;

9.5  If, during the term of the Contract, the Client requires deletion of Consumer Information held by PMP, PMP and the Client will enter good faith discussions concerning the practicability, scope and timing associated with the deletion of such Consumer Information held by PMP as the Client requires.  In the event that the parties agree that the deletion of such Consumer Information is not practicable, the Client and PMP will enter good faith discussions to agree the measures reasonably necessary to maintain security of the Consumer Information.

9.6  Notwithstanding the foregoing, PMP may disclose the existence (but not any Confidential Information or any commercial details) of its commercial relationship with the Client as set out in the Contract to PMP’s other clients and customers, and potential clients and customers, in the context of commercial negotiations or discussions, or for other general marketing purposes.

10. Limitations of Liability

10.1  The Client acknowledges that the Service Fees have been calculated in light of the reasonable limitations of PMP’s liability set out in this clause.  This clause sets out the entire financial liability of PMP (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Client in respect of:

10.1.1  any breach of the Contract;

10.1.2  any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract; and

10.1.3  any liability arising for Loss of Parcels, and shall be construed at all times having regard to the other provisions of these Conditions in particular clause 4.6.

​10.2  PMP shall only be liable for loss of, or damage to Parcels if caused solely by its negligence or breach of the Contract and if such loss or damage is: notified by the Client to PMP; and approved by PMP, in accordance with the Claims Procedure.  PMP may make such investigations as it deems necessary to satisfy itself of the validity of any claim and the Client shall provide all reasonable assistance as PMP may require. 

10.3  Subject to the limit provided in clause 10.5, PMP’s liability for loss or damage to Parcels (“Loss”) will exist only for Loss which occurred during the time of possession of the Parcel by PMP determined in accordance with clause 4.8.  In respect of Pick Up Services only, in the event of Loss between the Client Premises and PMP’s location where a delivery manifest has been signed by an authorised signatory of PMP but the relevant Parcels have not been scanned, the quantity of Parcels deemed to be in PMP’s possession shall be determined by PMP having regard to the signed delivery manifest and the historical accuracy of the Client’s delivery manifests.  In the event that the relevant Parcel is found and returned to the Client, no payment shall be due to the Client in relation to the loss of that Parcel. If the Parcel has been lost or damaged as confirmed by PMP further to the conclusion of the Claims Procedure, then PMP shall reimburse the Client for the Loss by reference to the actual purchase price to the Client of the goods comprising the Parcel up to a limit of £20 per Parcel. PMP shall not be liable for any damage to or loss of any packaging in respect of any Parcel.

10.4  PMP shall not be liable under the Contract for: loss of profits; loss of business; loss of anticipated savings; loss of use of or opportunity in relation to the Client’s business operations; depletion of goodwill or reputation and/or similar losses; loss or corruption of data or information relating to, or to be derived from, the Client’s business operations; or any special, unforeseeable, indirect, consequential or pure economic loss.

10.5  PMP’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Services shall be limited to the value of the Service Fees that have been paid by the Client in the 12 months immediately preceding the date of any such claim.

10.6  If the Client shall become aware of any fact, matter or circumstance as a consequence of which it could have any claim against PMP (whether under the Contract or otherwise), the Client shall forthwith (and in any case within 30 days of becoming aware of it) give notice thereof to PMP together with full details and (in the case of third party claims) PMP shall be entitled at its own expense and in its absolute discretion to resist, compound or defend any demand, claim or proceedings made or brought by a third party against the Client in the name of and on behalf of the Client and to have conduct of any appeal or incidental negotiations.  The Client shall and shall procure that its employees, agents and representatives give to PMP all reasonable co-operation and assistance it requests (including the assistance of any employee or agent and access to any books of the Client and the right to make copies thereof) for the purpose of resisting, compromising, defending or appealing against any finding under such claim. 

10.7  To the extent that any breach of any of the provisions of the Contract is capable of remedy by PMP, the Client shall afford PMP such opportunity as is reasonable to remedy the breach complained of before commencing any demand, claim or proceedings for recovery of any loss or damage incurred.

10.8  Any claim against PMP arising out of or as a result of the Contract shall (if it has not previously been satisfied, settled or withdrawn) be deemed to have been withdrawn unless legal proceedings in respect of it have been commenced by the Client by both being issued and served within six (6) months of such original notification to PMP pursuant to clause 10.6.

10.9  All warranties, conditions and other terms implied by statute (including under the Supply of Goods and Services Act 1982) or common law are, to the fullest extent permitted by law, excluded from the Contract.

10.10  Nothing in the Contract shall operate to exclude or restrict any liability of a party for:

10.10.1  death or personal injury caused by the negligence of that party or of its employees, contractors or agents;

10.10.2  fraud or fraudulent misrepresentation;

10.10.3  for breach of any condition as to title or quiet enjoyment implied under section 2 of the Supply of Goods and Services Act 1982;

10.10.4  claims for non-payment;

10.10.5  breach of any obligation of confidence;

10.10.6  infringement of the other party’s Intellectual Property Rights; or

10.10.7  any other liability that, by law, cannot be excluded or restricted.

11. Termination

11.1  Without prejudice to any rights that have accrued under the Contract or any other rights or remedies which the parties may have, either party may terminate the Contract without incurring liability immediately on giving notice to the other if:

11.1.1  the other party commits a material breach of any of the terms of the Contract and in the case of a material breach (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach;

11.1.2  the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;

11.1.3  the other party suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, admits inability to pay its debts or  is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

11.1.4  the other party commences negotiations with all, or any class of, its creditors with a view to rescheduling any of its debts, or makes a proposal for, or enters into any compromise or arrangement with, its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies, or the solvent reconstruction of that other party;

11.1.5  a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies, or the solvent reconstruction of that other party;   

11.1.6  an application is made to court, or an order is made, for the appointment of an administrator, a notice of intention to appoint an administrator is given, or an administrator is appointed over the other party;

11.1.7  a floating charge holder over the assets of that other party has become entitled to appoint, or has appointed, an administrative receiver;

11.1.8  a person becomes entitled to appoint a receiver over the assets of the other party, or a receiver is appointed over the assets of the other party;

11.1.9  a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

11.1.10  any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.1.3 to clause 11.1.9 (inclusive); or

11.1.11  the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.

11.2  Each party shall immediately inform the other party of the occurrence of any of the events or proceedings outlined in clause 11.1.3 to clause 11.1.9 (inclusive) and shall account on demand for any losses incurred by the other party as a result of its failure to inform the same of the occurrence of any such events or proceedings.

11.3  Without prejudice to clause 11.1, PMP shall also be permitted to terminate the Contract without incurring liability immediately on giving notice thereto if:

11.3.1  there is a change of Control of the Client which PMP considers would have a detrimental effect on its commercial interests whether pursuant to the Contract or otherwise; or

11.3.2  the actual profile of the Parcels fails to comply with the Parcel Profile.

11.4  On termination of the Contract for any reason:

11.4.1  the Client shall immediately pay to PMP all of PMP’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, PMP may submit an invoice, which shall be payable immediately on receipt;

11.4.2  the Client shall, within a reasonable time, return all of PMP’s materials, equipment and tools, drawings, specifications and data supplied to the Client. If the Client fails to do so, then PMP may enter the Client's premises and take possession of them.  Until they have been returned or repossessed, the Client shall be solely responsible for their safe keeping;

11.4.3  PMP shall promptly and permanently remove all the Client’s Brand from Co-branded Promotional Material;

11.4.4  The Client shall promptly cease using all the PMP’s Brand to promote the Services and, at PMP’s direction, either return or destroy any material containing PMP’s Brand;

11.4.5  the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected; and

11.4.6  On termination or expiry of the Contract (however arising) clauses which either expressly or by implication have effect after termination shall continue including clauses 6, 7, 9, 10, 11, 12, 13 and 14.

12. Dispute Resolution

12.1  If any dispute arises in connection with the Contract, the nominated managers of both parties shall, within 5 Business Days of a written request from one party to the other, meet in a good faith effort to resolve the dispute.

12.2  In the event that the parties’ nominated managers fail to reach agreement within 10 Business Days after such a meeting, then the matter shall be referred to senior managers of both parties who shall within 10 Business Days of such referral meet in good faith to resolve the matter without recourse to legal proceedings.

12.3  If the matter remains unresolved within ten (10) Business Days of the first meeting of the senior managers as indicated in clause 12.2, then either party may refer the matter to the courts for resolution.

13. Notices

A notice or other communication given to a party under or in connection with the Contract shall be in writing addressed to the other party.  In the case of PMP, notices shall be sent to PMP’s registered office address or [insert PMP email address for receipt of notices] (contained in the Commercial Terms) or such other address or email address as PMP may inform the Client.  In the case of the Client, notices shall be sent to the Client address or email address contained in the Commercial Terms or such other address or email address as the Client may inform PMP.  Notices must be delivered by hand, email or first class post.  The notice shall be deemed to have been received at the time of delivery if delivered by hand, at the time of transmission if sent by email and on the second Business Day after posting in the case of first class post.

14. General

14.1  Nothing in the Contract is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way.

14.2  No failure or delay by PMP to exercise any right or remedy provided under Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.  No single or partial exercise of such right or remedy by PMP shall preclude or restrict the further exercise of that or any other right or remedy.

14.3  The Contract constitutes the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the Services.

14.4  PMP reserves the right to alter or vary these Conditions or the Commercial Terms on not less than 30 days’ notice to the Client.

14.5  The Client shall not, without the prior written consent of PMP, assign or otherwise transfer all or any of its rights or obligations under the Contract.  PMP may, at any time, assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of its rights or obligations under the Contract.

14.6  A person who is not a party to the Contract shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999.

14.7  If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable provided that, to the greatest extent possible, it achieves the parties' original commercial intention.

14.8  The Contract and the provision of the Services shall be governed by English law. Any dispute or claim that arises out of or in connection with the Contract or the Services shall be subject to the exclusive jurisdiction of the English courts.

Claims Procedure

In line with Pass My Parcel Terms and Conditions we are committed to providing a full review of all Claims for loss or damaged parcels providing each claims is submitted in accordance with our claims process at includes:

  • A claim must be submitted within 30 days of PmP parcel receipt date
  • A query must be raised (as per query process) for each parcel that a claim has been submitted for
  • Claims to be submitted in the agreed format (template to be provided) and sent to our claims team email address: claims@passmyparcel.com.
  • Evidence must be provided to demonstrate cost value of item(s) included in the claim
  • Photographic evidence should be submitted to support any damage claim at the same time the claim is sent, this photograph should include evidence of the damage, with the original packaging with the Pass My Parcel label visible – failure to comply will result in a rejected claim 
  • Claims will be reviewed within 5 working days by Pass My Parcel team and outcome communicated back to the Client
  • Credits will be processed and paid within 28 days of Claim being approved
  • Prohibited items will not be liable for loss or damage claims, details of restricted items can be located on our website
Fuel Surcharge Mechanism

Pass My Parcel fuel surcharge is based on the monthly UK average diesel price as published by the AA (link to the source is located below). Fuel is reviewed on a quarterly basis in accordance with the schedule below, with the appropriate surcharge applicable for the reporting period. 

UK Average Price Per Ltr. (Diesel)
Fuel Surcharge
£1.11
0%
£1.22
2.5%
£1.34
5.0%
£1.47
7.5%
£1.62
10%

Quarter 1 (November Report) – UK Average Diesel price at £1.22 per litre is 2.55% fuel surcharge for the following quarter

Quarter
Reporting Period
Monthly Fuel Report Used
1
1st Jan - 31st Mar
November
2
1st Apr - 30th Jun
February
3
1st Jul - 30th Sep
May
4
1st Oct - 31st Dec
August

http://www.theaa.com/~/media/the-aa/pdf/motoring-advice/fuel-reports/november-2017.pdf?la=en

 

 

Last Updated: 06/12/2017
Packaging Guidelines and Limitations

The Client shall use its best endeavours to ensure that for each Parcel:

  • The maximum dimensions shall not exceed 90 x 60 x 40 cm  (equivalent to 190 cm girth);
  • No individual dimensions shall exceed 90 cm
  • The maximum weight shall not exceed 17 kg
  • The maximum retail value of the goods contained within any individual Parcel shall not be more than £800 (including VAT)
  • Parcel is securely packaged with appropriate packaging for weight, size and type of item 
Prohibited Items

The Client shall not be permitted to ship the following articles through the PmP Network Services and shall use its best endeavours to ensure Consumers do not include such articles within the Parcels if using a Returns Service

  • Alcohol
  • Any goods the transportation of which is prohibited by Law
  • Ammunition
  • Animal Skins
  • Asbestos, dry ice or magnetised material
  • Body parts & / or human remains
  • Toxic (poisonous), Infectious & Medical Substances
  • Corrosives
  • Deeds
  • Explosives
  • Imitation / Replica Firearms
  • Fireworks
  • Flammable Paint
  • Flammable Solids – oxidising substances & organic peroxides
  • Furs & garments trimmed with fur
  • Illegal Goods & Substances (including pirated goods, counterfeit goods & narcotics)
  • Ivory & Ivory Products
  • Live creatures, insects & Invertebrates
  • Prescribed Drugs
  • Money & Negotiable Items, but not including Gift Cards / Vouchers
  • Radio Active Material
  • Stamps
  • Perishable Items that require a Temperature Controlled Environment
  • Tobacco & Tobacco Products
  • Weapons (including Section 5 Firearms, CS Gas and Pepper Sprays, Flick Knives & Stun Guns)
  • Works of Art
  • Bullion

The following items can be shipped, but only in accordance with the appropriate legislative guidelines, and provided that all such labelling and documentation as required by law is compiled by the Client and presented with the Parcels at the time of shipping:

  • Compressed Gases
  • Flammable Liquids
  • Mobile Phone Batteries
Specification

Available services and their respective descriptions:

Service Description

Next Day Before 9 am – Click and Collect

Next Day – Anytime – Click and Collect

Same Day – Click and Collect

Returns Mobile enabled – Label-less consumer service

Returns – Labelled consumer service

Last Updated: 06/10/2016