Terms & Conditions

The Customer’s attention is particularly drawn to clause 6 concerning limitations on Speedy Freight’s liability; clause 8 concerning the Customer’s indemnity obligations; and clause 9 concerning the time limit of all claims.

1. Introduction

Puro Ventures Limited t/a Speedy Freight, a company registered in England and Wales under company number 05822614 with a registered office at Puro House, Unit 2 The Pavilions Cranford Drive, Knutsford Business Park, Knutsford, Cheshire, WA16 8ZR (Speedy Freight). Speedy Freight is an intermediary host provider of an online logistics platform (Speedy Parcels) facilitating logistics services relating to consignments whereupon Customers can arrange for the collection, delivery and transportation of packages with Speedy Freight via Speedy Freight and its network of Carriers. These Conditions set out the following terms and conditions upon which Speedy Freight will provide the Services and incorporate the Privacy Policy and Cookies Policy (collectively called the Conditions).

2. Definitions

2.1 In these Conditions:

CARRIER means each individual major UK carrier company with whom Speedy Freight holds an account for the carriage of Goods.

CARRIER SERVICES means the range of carrier services provided by each Carrier which may be available to book by the Customer via the Speedy Parcels.

COOKIES POLICY means Speedy Freight’s cookies policy, a copy of which can be located at https://speedyfreight.com/parcels.

COLLECTION POINT refers to the place where the Consignment is collected.

CONSIGNMENT means the Goods (including any packaging and equipment associated therewith) contained in one or more parcel, package or container sent at one time, in one load, by or for the Customer from one address to another making up the Order

CONSIGNEE means the person to whom the label on the Consignment is addressed.

CONSIGNOR means the person from whom the Consignment is collected from the Collection Point.

CUSTOMER means the business (Consignor or Consignee) who places an Order via the Speedy Parcels for the Carrier Services.

CUSTOMER DATA means the data inputted by the Customer, Users, or Speedy Freight on the Customer’s behalf for the purpose of using the Speedy Parcels or facilitating the Customer’s use of the Services.

GOODS means the item(s) in the Consignment.

LOSSES means any costs, claims, proceedings, demands, damages, compensation, awards, expenses (including professional) or other loss (including special, consequential, loss of profit and other economic loss) whatsoever;

ORDER means the Customer’s request for one or more of the Carrier Services.

PROHIBITED GOODS means those goods which cannot be sent using the Services as identified on the Speedy Parcels portal (as may be updated from time to time) including those goods set out in the Carriage of Dangerous Goods and Use of Transportable Pressure Equipment Regulations (CDG) and the European agreement “Accord Européen relative au transport international des marchandises dangereuses par route” (ADR), which together regulate the carriage of dangerous goods by road including explosives, radioactive material and any other goods presenting a similar
hazard.

PRIVACY POLICY means Speedy Freight’s privacy policy, a copy of which can be located at https://speedyfreight.com/parcels.

RESTRICTED GOODS means those goods that will not be compensated by Speedy Freight which are described as such, or described under clause 7.

SELECTED THIRD PARTY CARRIER means the Carrier chosen by the Customer to carry the Consignment and in respect of whom the Customer has placed an Order for the carriage via the Speedy Parcels.

SERVICES means Speedy Freight’s Speedy Parcels service comprising of the collection of the Consignment from the Collection Point by Speedy Freight or the Selected Third Party Carrier and the onwards carriage of the Consignment via the Selected Third Party Carrier.

SPEEDY PARCELS means the online portal located at https://speedyfreight.com/parcels whereupon the Customer can avail one or more of the Carrier Services. USER(s) means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Speedy Parcels.

VAT means value added tax chargeable under the law of England and Wales for the time being and any similar, additional or analogous tax.

2.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

2.3 The headings in these Conditions are for convenience only and shall not affect their
interpretation.

2.4 In these Conditions words importing the singular only shall include the plural and vice versa.

3. APPLICATION OF CONDITIONS

3.1 These Conditions shall:

3.1.1 apply to and be incorporated into the contract between the Customer and Speedy
Freight;

3.1.2 prevail over any inconsistent terms or conditions contained, or referred to, in the
Customer’s Order, confirmation of Order, acceptance of a quotation, or implied by law, trade custom, practice or course of dealing.

3.2 The Road Haulage Association Limited Conditions of Carriage 2020 are hereby incorporated into the Conditions (“RHA Terms”). In the event of any inconsistency between the RHA Terms and these Conditions, the RHA Terms shall prevail.

3.3 The Customer expressly agrees that the carriage will be subject to the trading conditions of the Selected Third Party Carrier with whom the contract is entered into by Speedy Freight on the Customer’s behalf. The Customer expressly agrees that Speedy Freight shall be relieved of any liability for all Losses in respect to the loss, damage or delay to a Consignment where such is the result of any event that is beyond the control of Speedy Freight attributable to such Selected Third Party Carrier. Speedy Freight, may, in any way it thinks fit and in the name and on behalf of the
Customer:

3.3.1 take any action that the Contract requires the Customer to take; and

3.3.2 exercise any rights which this Contract gives to Customer.

3.4 In the event of any conflict or inconsistency between the terms of:

3.4.1 the trading conditions of the Selected Third Party Carrier;

3.4.2 the RHA Terms; and

3.4.3 these Conditions, the terms contained in a document higher in the list above shall have priority over one contained in a document lower in the list.

3.5 It is the Customer’s responsibility to ensure that any limitations of liability and any other conditions that apply to the Order are fully understood before the Customer places an Order on the Speedy Parcels. If the Customer is not satisfied with Speedy Freight’s limits of liability under these Conditions, the Customer shall make its own enhanced protection arrangements in such sums and against such risks as the Customer deems appropriate.

3.6 Speedy Freight may, at its sole discretion, transport a Consignment by such means of transport and route as decided appropriate by Speedy Freight.

4. Services

4.1 Speedy Freight arranges the provision of the Carrier Services (as may be varied by Speedy Freight or the Carrier from time to time, without prior notice to the Customer) upon receipt of the Customer’s Order via Speedy Parcels and may provide collection services from the Collection Point.

4.2 Speedy Freight will provide the Services on working days only (being Monday to Friday, excluding bank and other public or local holidays in the United Kingdom) and, where agreed with Speedy Freight, to include Saturday by separate agreement) on and from the date that is agreed with the Customer.

4.3 Speedy Freight will, or will arrange for the Selected Third Party Carrier to, collect the Consignment from the Collection Point.

4.4 Speedy Freight will use its reasonable endeavours to deliver the Consignments via the Selected Third Party Carrier that are accepted by it for transit in accordance with one of the Carrier Services.

4.5 Speedy Freight may decide not to collect, process or deliver any Consignments if Speedy Freight considers it to be impractical or unreasonable to do so, including if:

4.5.1 the delivery address is a PO Box Number;

4.5.2 the delivery address is not safe or Speedy Freight’s staff and agents’ health and safety may be put at risk in any way;

4.5.3 the delivery address on the Consignment is not complete, inaccurate or is ineligible;

4.5.4 the Consignment contains any of the Prohibited Goods (as notified to you from time to time);

4.5.5 the Consignment is not packaged to a reasonable standard sufficient to protect the Consignment’s weight or correctly labelled;

4.5.6 the Customer has an account with Speedy Freight and any credit limit on such account has been exceeded or will, with the proposed Consignment(s) be so exceeded; or

4.5.7 the Customer has breached any of these Conditions and such breach is continuing without remediation.

4.6 If Speedy Freight has reasonable suspicion that a Consignment contains Prohibited Goods Speedy Freight may open that Consignment or delay processing and delivery. If a Prohibited Good is identified within a Consignment Speedy Freight may deal with such item in its sole and absolute discretion (without incurring any liability to the Customer or the Consignee), including destroying or otherwise disposing of such item in whole or in part or returning it to the Customer (and the Customer will be responsible for all costs thereof howsoever arising).

5. Customer’s Obligations

5.1 The Customer:

5.1.1 warrants that it is either the owner of the Consignment which is the subject of these Conditions or is authorised to enter into these Conditions;

5.1.2 shall be liable for the cost (calculated at an hourly rate notified by Speedy Freight from time to time) to Speedy Freight of the unreasonable detention of vehicles and drivers at the Collection Point or point of delivery or the additional cost of effecting delivery where incomplete or incorrect delivery address details are supplied by the Customer;

5.1.3 agrees to indemnify and hold harmless Speedy Freight and the Selected Third Party Carrier from and against all claims, costs and expenses incurred in consequence of the carriage, or non-disclosure by the Customer to Speedy Freight of full details prior to carriage, of any Prohibited Goods, Restricted Goods or Consignments that have not been properly labelled, packed or packaged;

5.1.4 shall ensure that there is provision of necessary plant and power (other than that carried by the delivery vehicle) and labour (including an authorised person to acknowledge receipt) available promptly at the Collection Point and point of delivery;

5.1.5 shall ensure that every Consignment is packaged to a reasonable standard sufficient to protect the Consignment’s weight and correctly addressed and labelled in accordance with the Order; and

5.1.6 shall ensure that the actual weight is visibly recorded for every Consignment in
accordance with the Order and such weight is factually accurate and not misrepresented.

6. Company’s Responsibility for the Consignment

6.1 Subject to the limitations and exclusions contained in this clause and these Conditions generally, Speedy Freight shall only be liable for loss of or damage to or in connection with a Consignment howsoever or whensoever caused and whether or not caused or contributed to directly or indirectly by any act, omission, neglect, default, or other wrongdoing on the part of Speedy Freight, its employees, contractors, Carriers, subcontractors or agents if and to the extent that Speedy Freight has been negligent.

6.2 Subject to these Conditions, Speedy Freight shall not be liable for the first £25 of any claim for loss or damage to any Consignment.

6.3 Subject to these Conditions, Speedy Freight shall be liable for:

6.3.1 physical loss, mis-delivery of or damage to living creatures, bullion, money, securities, stamps, precious metals, or precious stones comprising the Consignment only if:

6.3.1.1 Speedy Freight has specifically agreed in writing to carry such items; and

6.3.1.2 the Customer has agreed in writing to reimburse Speedy Freight in respect of all additional costs which result from the carriage of said items; and

6.3.1.3 the loss, mis-delivery or damage is occasioned during transit and is proved to be due to the negligence of Speedy Freight, its employees, contractors, subcontractors or agents;

6.3.2 physical loss, mis-delivery of or damage to any other Goods unless the same has arisen (directly or indirectly) from:

6.3.2.1 an act of God;

6.3.2.2 epidemic or pandemic;

6.3.2.3 seizure under legal process;

6.3.2.4 riots, civil commotion or unrest, demonstrations, strike or lockouts (general or partial stoppage);

6.3.2.5 any consequence of war, terrorism and kindred risks;

6.3.2.6 weather events, which result in road closures or other closures which impact access to a delivery address or route timings;

6.3.2.7 severe traffic congestion/ traffic issues that see Speedy Freight or the Selected Third Party Carrier unable to access a delivery address or adversely affect route timings;

6.3.2.8 failure or downtime in respect of any telephony or mobile communications;

6.3.2.9 any event of serious disruption outside Speedy Freight’s or the Selected Third Party Carrier’s control, which reduces its or their capacity to fulfil its obligations;

6.3.2.10 error, act, omission or misrepresentation of either the Consignor or the Consignee of the Consignment or their respective employees or agents;

6.3.2.11 insufficient or improper packing or labelling including incomplete or incorrect address information; or

6.3.2.12 the conveyance of any Goods which violate statutory or regulatory prohibition or are Prohibited Goods.

6.4 Speedy Freight shall not in any circumstances be liable for any loss or deterioration of, or damage to, or non-delivery, mis-delivery of any property (including the Consignment) or any other claim in any circumstances whatsoever, howsoever caused save to the extent that the same is caused by its wilful default or negligence.

6.5 Unless otherwise agreed, Speedy Freight shall not be obliged to insure the Consignment, and where it does, will insure on the conditions set out by the RHA Terms and Convention on the Contract for the International Carriage of Goods by Road. The Customer is responsible for insuring against all risks for the full insurable value.

6.6 Except as otherwise provided in these Conditions, the liability of Speedy Freight in respect of all claims for physical loss, mis-delivery of, or damage to, the Goods, howsoever arising, shall in all circumstances be limited to the lesser of:

6.6.1 the value of the Goods actually lost, mis-delivered or damaged; or

6.6.2 the cost of repairing any damage or of reconditioning the Goods; or

6.6.3 a sum calculated at the rate of 1300GBP per tonne on the gross weight of the Goods actually lost, mis-delivered or damaged; and the value of the Goods actually lost, mis-delivered or damaged shall be taken to be their cost invoice value if they have been sold, or where the Customer is unable to provide a cost invoice detailing the cost value of the Goods actually lost, mis-delivered or damaged the value of the Goods shall be taken to be the sales invoice value less 30%, and shall otherwise be taken to be the replacement cost thereof to the owner at the commencement of the transit, and in all cases shall be taken to include any HM Customs and Excise duties or taxes payable in respect of those Goods, provided that:

(i) in the case of loss, mis-delivery of, or damage to, a part of the Consignment the weight to be taken into consideration in determining the amount to which Speedy Freight’s liability is limited shall be only the gross weight of that part regardless of whether the loss, mis-delivery or damage affects the value of other parts of the Consignment:

(ii) nothing in this Condition shall limit the liability of Speedy Freight to less than the sum of £10;

(iii) Speedy Freight may require the Customer to substantiate a claim by providing any relevant information about the Consignment including proof of despatch, proof of value, estimates for repair costs, cost price, invoices, weight and nature of the item(s) lost or damaged, serial numbers, IMEI numbers for electrical items. This may include requesting the Consignee to retain all packaging, or obtaining other documentary evidence as requested by Speedy Freight.

6.7 Subject to clause 6.7, Speedy Freight’s liability in respect of all claims for any other loss whatsoever, and howsoever arising in connection with the Consignment, shall not exceed the amount of the carriage charges in respect of the Consignment or the amount of the claimant’s proved loss, whichever is the lesser, until:

6.7.1 at the time of entering into the contract with Speedy Freight the Customer declares to Speedy Freight a special interest in delivery in the event of physical loss, mis-delivery or damage of an agreed time limit being exceeded and agrees to pay a surcharge calculated on the amount of that interest; and

6.7.2 at least 7 days prior to the commencement of transit to the Customer has delivered to Speedy Freight written confirmation of the special interest, agreed time limit and amount of interest.

6.8 Except where otherwise agreed, Speedy Freight shall not be liable for any direct or indirect loss of: profit; use; opportunity; business; anticipated savings; or goodwill, nor shall Speedy Freight be liable for any indirect or consequential loss or damage (including penalty charges) whether or not resulting from the act, neglect or default of Speedy Freight except that nothing in these Conditions shall operate to exclude or limit the liability of Speedy Freight for death or personal injury arising out of its negligence or fraud, fraudulent misrepresentation, or for any liability which cannot be excluded by law.

6.9 Speedy Freight shall not be liable for any failure or delay in the performance of its obligations under these Conditions that arises due to or is contributed to by any act or omission of the Customer, its employees, agents or contractors (including any sub-contractors) or its own customers.

6.10 Speedy Freight’s inability to provide proof of delivery shall not of itself constitute an admission of liability for the loss of any Consignment by Speedy Freight or the Selected Third Party Carrier. The Customer shall prove its loss of any Consignment. Speedy Freight shall not be liable for loss of, or damage to, any Consignment where the Consignee has acknowledged receipt of the same.

6.11 Speedy Freight shall not be liable for the loss of all or any part of a Consignment to the extent that the same is subsequently found and returned to the Customer. The value of the goods returned to the Customer may be offset against the value of any claim made against Speedy Freight whether or not such returned goods formed part of the particular Consignment to which such claim relates.

6.12 If delivery is unsuccessful due to the absence of the Consignee or the Consignee refusing delivery and thereafter the Consignment is lost or damaged, Speedy Freight shall not be responsible for any such loss or damage.

6.13 Speedy Freight shall, if so required, sign a document prepared by the Consignor
acknowledging receipt of the Consignment provided that no such document shall be evidence of the condition of or the correctness of the declared nature, quality, quantity or weight of the Consignment at the time it is received by Speedy Freight.

6.14 Speedy Freight shall be under no obligation to retain copies of any documentation related to the delivery of a Consignment for longer than 6 months following the date of delivery.

6.15 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 these Conditions.

7. Restricted Goods

Restricted Goods may be carried by Speedy Freight and the Carriers but are carried at the Customer’s sole risk. The Customer acknowledges and agrees that due to the fragility or otherwise of Restricted Goods, Speedy Freight cannot make any guarantees that damage to the Goods will not occur during carriage and consequently, Speedy Freight will have no liability for any Losses caused by, or relating to, the carriage of the Restricted Goods. The Customer shall, to the extent it deems appropriate, take out appropriate parcel protection independently of Speedy Freight for the carriage of Restricted Goods.

8. Indemnity

8.1 The Customer shall indemnify Speedy Freight against:

8.1.1 all liabilities and costs incurred by Speedy Freight (including but not limited to claims, demands, proceedings, fines, penalties, damages, expenses and loss of or damage to the carrying vehicle and to other goods carried) by reason of any error, omission, mis-statement or misrepresentation by the Customer or other owner of the Consignment or by any employee, contractor, subcontractor or agent, insufficient or improper packing, labelling or addressing of the Consignment; and\

8.1.2 all claims and demands whatsoever (including for the avoidance of doubt claims alleging negligence), by whomsoever made and howsoever arising (including but not limited to claims caused by or arising out of the carriage of Prohibited Goods and claims made upon Speedy Freight by HM Customs and Excise in respect of dutiable goods consigned in bond) in excess of the liability of Speedy Freight under these Conditions in respect of any loss or damage whatsoever to, or in connection with, the Consignment whether or not caused or contributed to directly or indirectly by any act, omission, neglect, default or other wrongdoing on the part of Speedy Freight, its servants, agents or sub-contractors.

8.1.3 any sensitive personal data, information and documents contained within a Consignment, including but not limited to names, addresses, bank details, signatures and dates of birth is entirely at the Customer‘s risk and no compensation is available for these items. Data stored on electronic media, for example data disks, hard drives, magnetic tapes or pen drives must be suitably encrypted. The Customer shall indemnify Speedy Freight against all actions, claims, proceedings and judgments together with costs incurred relating to loss, damage or disclosure of such data documents.

9. Time Limit for Claims / Claims Procedure

9.1 Speedy Freight shall not be liable for:

9.1.1 damage to the whole or any part of the Consignment unless the Carrier has been
negligent and the Customer has advised the Carrier in writing of the issue within five (5) days of the date of the first scan of the label on the Consignment;

9.1.2 physical loss, mis-delivery or non-delivery of part of the Consignment unless the Carrier has been negligent and the Customer has advised the Carrier in writing of the issue within twelve (12) days of the date of the first scan of the label on the Consignment;

9.1.3 any other loss unless advised thereof in writing within twenty-eight days of the date of the first scan of the label on the Consignment.

9.2 Speedy Freight may make such investigations as it deems necessary to satisfy itself of the validity of any claim and the Customer shall co-operate as is reasonable in the circumstances. In the case of claims for loss or damage, Speedy Freight may take as reasonable amount of time to undertake investigations and search activity.

9.3 Any information requested to substantiate a claim must be made available to the Carrier within 14 days of request.

9.4 If the information requested is not received within this timescale, Speedy Freight reserves the right to close the claim. Should there be an error in a claim application or the supporting evidence that results in the need to re-issue a cheque, an administration charge of £10 will be deducted from the claim amount.

9.5 If a dispute arises out of or in connection with the provisions of the Services under these Conditions or the performance, validity or enforceability of them (“Dispute”) then the parties shall follow the procedure set out in this clause:

9.5.1 either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (“Dispute Notice“), together with relevant supporting documents. On service of the Dispute Notice, both parties shall attempt in good faith to resolve the Dispute;

9.5.2 if for any reason both parties are unable to resolve the Dispute within 30 days of service of the Dispute Notice, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (“ADR Notice“) to the other party to the Dispute, requesting a copy of the ADR notice should be sent to CEDR. The mediation will start not later than 14 days after the date of the ADR notice.

9.5.3 The commencement of mediation shall not prevent the parties commencing or
continuing court proceedings in relation to the Dispute under clause 17.9 which shall apply at all times.

9.5.4 If the Dispute is not resolved within 30 days after service of the ADR notice, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of 30 days, or the mediation terminates before the expiration of the said period of 30 days, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 17.9 (Governing Law and Jurisdiction).

9.6 The Customer acknowledges and agrees that the time limits set out in this clause 9 are reasonable and reflective of the urgent nature of the type of Consignments that Speedy Freight undertakes for the Customer and are necessary in order to preserve the appropriate evidence in respect of any such claims (including the ability to interview and obtain witness statements from drivers and other third parties).

9.7 Invoice queries must be notified to Speedy Freight in writing within 14 calendar days from the date of invoice.

10. Transit

10.1 Transit shall commence when the Consignment is collected by Speedy Freight or the Selected Third Party Carrier from the Collection Point.

10.2 Transit shall (unless otherwise determined) end when the Consignment arrives at the agreed place of delivery, provided that:

10.2.1 if no safe or adequate access exists, or there are no adequate unloading facilities or assistance, then transit shall be deemed to end at the expiry of one calendar day after notice in writing (or by telephone) of the arrival of the Consignment at the agreed delivery point;

10.2.2 when, for any other reason whatsoever, a Consignment cannot be delivered; and

10.2.3 if an authorised person is not available to acknowledge receipt of the Consignment at the agreed place of delivery, then the Consignment shall be presumed to have been delivered notwithstanding the absence of a signed delivery copy of the Selected Third Party Carrier’s Consignment note.

10.2.4 Risk in the Consignment shall pass from the Customer to Speedy Freight on
commencement of transit in accordance with clause 10.1 and shall pass from Speedy Freight to the Customer upon transit ending in accordance with clause 10.2.

11. Company’s Charges

11.1 The price for the Services shall be Speedy Freight’s quoted price. Unless otherwise agreed, all prices quoted will be valid for twelve (12) months only, after which time they may be altered by Speedy Freight without giving notice to the Customer.

11.2 The price for the Services shall be determined by reference to the Customer’s anticipated monthly usage of the Services over a twelve (12) month period. If the number of Orders placed by the Customer in two consecutive months in each 6 month period is less than 20% of the Customer’s anticipated volume of Orders, Speedy Freight shall be entitled to review and implement a price increase. Speedy Freight shall give the Customer not less than one month’s prior notice in writing of proposed changes.

11.3 Speedy Freight reserves the right, by giving notice to the Customer at any time before labelling of the Consignment, to increase the price of the Services to reflect any increase in the cost to Speedy Freight which is due to any factor beyond the control of Speedy Freight (including without limitation, any increase or imposition of taxes and duties, significant increase in the costs of fuel, or due to any change in delivery dates, quantities or specifications for the Services which are requested by the Customer.

11.4 Invoices are issued by Speedy Freight to the Customer in accordance with the terms agreed or otherwise on a weekly basis.

11.5 Unless otherwise agreed, all charges are payable in GBP within 14 days of the date of Speedy Freight’s invoice in cash or cleared funds and are exclusive of VAT, which will be charged at the appropriate rate from time to time.

11.6 Time for payment shall be of the essence of these Conditions.

11.7 If no business is transacted between Speedy Freight and the Customer for a period of at least three (3) months or where Speedy Freight reasonably believes that the Customer is the subject of an event set out in any of clauses 15.1(3)-(8), Speedy Freight may immediately withdraw the Customer’s credit facilities (if any).

11.8 In the following circumstances Speedy Freight shall impose (at its sole discretion) an additional surcharge per Consignment as notified to the Customer from time to time or as stated below:

11.8.1 deliveries to the Isle of Wight, Cornwall, Dyfed, Gwynedd, Powys, Anglesey, Industrial Scotland, (all Scotland except the Highlands and Scottish offshore islands) the Highlands of Scotland and all offshore islands;

11.8.2 for each re-delivery attempt of failed deliveries, an amount equal to 50% of the original Consignment charge. Where the delivery address supplied is incorrect or incomplete, resulting in a failed delivery, Speedy Freight reserves the right to impose a surcharge of an amount equal to 100% of the original Consignment charge for any subsequent attempted re-delivery.

11.9 The Customer shall not be entitled to deduct any monies owed to Speedy Freight in the form of a debit note or to apply any set off or lien whatsoever.

12. Recovery of Company’s Charges

12.1 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Speedy Freight, Speedy Freight shall be entitled to:

12.1.1 charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest); and

12.1.2 withdraw any credit facility extended to the Customer and all of Speedy Freight’s
charges howsoever arising for Services performed up to such date shall thereupon be due for payment in full immediately.

13. Company’s Lien

13.1 Speedy Freight shall have a general lien on each and every Consignment within Speedy Freight’s possession in respect of its charges which either: (i) relate to that actual Consignment; or (ii) any other Consignment, for any monies due to Speedy Freight at any time. If the monies due are not paid within 14 days of the due date for payment, or within 14 days of such other terms of payment as may have been agreed between the Customer and Speedy Freight, under clause11.5, Speedy Freight may, without prejudice to its other rights and remedies against the Customer, exercise its lien and sell or otherwise dispose of all or any part of the Consignment and apply the proceeds thereof towards the monies outstanding and due to Speedy Freight, together with the expenses of sale and all reasonable storage charges pending sale or disposal of the Consignment.

13.2 Speedy Freight shall not be under any obligation to give advance notice to the Customer of its intention to exercise any rights under the general lien at clause 13.1. Whilst Speedy Freight will use a reasonably appropriate method of sale, it will not be liable for any inadequacy in the price received.

14. Speedy Parcels

14.1 Speedy Freight grants to the Customer a limited, non-exclusive, non-transferable, revocable right and licence, without the right to sublicense, to permit the Customer, via rights of access granted to the Customer’s Users, to access and use the Speedy Parcels solely for the Customer’s internal business operations. The grant of this right and licence is subject to the Customer’s compliance with these Conditions.

14.2 The Customer is responsible for all acts and omissions of each User and any and all use of the Speedy Parcels using each User’s access credentials.

14.3 The Customer shall not, and shall procure that each User does not:

14.3.1 except to the extent expressly permitted by these Conditions or lawfully permitted pursuant to applicable law, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Speedy Parcels in any form or media or by any means;

14.3.2 except to the extent expressly permitted by these Conditions or lawfully permitted pursuant to applicable law, attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Speedy Parcels; 14.3.3 store, access, publish, disseminate, distribute or transmit via the Speedy Parcels any material which:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation,
disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
(g) access all or any part of the Speedy Parcels in order to build a product or service
which competes with the Speedy Parcels;
(h) use the Speedy Parcels to provide services to third parties;
(i) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise
commercially exploit, or otherwise make the Speedy Parcels available to any third party except the Users; or
(j) attempt to obtain, or assist third parties in obtaining, access to the Speedy Parcels,
except in relation to the Users.

14.4 To enable Speedy Freight to provide the Speedy Parcels, the Customer grants to Speedy Freight a non-exclusive right and licence to copy, exploit, process, store, transmit and use the Customer Data solely to the extent necessary to provide the Services.

14.5 The Customer shall procure at its cost, install and maintain all required enabling software and third-party software required to access and use the Speedy Parcels. The Customer acknowledges that a failure to do so may impact its use of the Speedy Parcels.

14.6 Unless otherwise expressly set out in this agreement, Speedy Freight does not warrant that the Speedy Parcels is fit for the Customer’s purposes, is error free or uninterrupted, or is compatible with any hardware or software not notified to the Customer prior to its use of the Speedy Parcels. Speedy Freight shall not be liable for the transfer of data over communications facilities, including the internet, and any limitations, delays, and other problems inherent in the use of such communications facilities.

14.7 The Customer acknowledges and agrees that Speedy Freight and its licensors own all intellectual property rights in the Speedy Parcels. Except as expressly stated in these Conditions, these Conditions do not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Speedy Parcels.

14.8 Speedy Freight confirms that it has all the rights in relation to the Speedy Parcels that are necessary to grant all the rights it purports to grant under, and in accordance with, these Conditions.

14.9 The Speedy Parcels is designed to be available during normal business hours, subject to any emergency or scheduled maintenance. Scheduled maintenance shall be performed by Speedy Freight during the times notified to the Customer via email. Speedy Freight shall use reasonable endeavours to give the Customer advance notice of any emergency maintenance.

14.10 Speedy Freight shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet. The Customer acknowledges that the Speedy Parcels may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

14.11 Speedy Freight may, without prejudice to any other rights or remedies available to it, suspend the Customer’s access to, or use of, the Speedy Parcels immediately on notice to the Customer if:
(a) the Customer has failed to pay any amounts due to Speedy Freight for the Services;
(b) the Customer is otherwise in breach of its obligations under these Conditions;
(c) there is an attack on the Speedy Parcels or if Customer Data is accessed or manipulated by a third party without the Customer’s consent;
(d) Speedy Freight is required by applicable law to suspend the Customer’s access to, or use of, the Speedy Parcels; or
(e) Speedy Freight reasonably believes that the suspension of the Speedy Parcels is necessary to protect its infrastructure, network or the use of the Speedy Parcels by other customers because of a threat to the security, integrity or use of the Speedy Parcels.

14.12 Speedy Freight shall use reasonable endeavours to re-establish or permit access to the Speedy Parcels as soon as possible following Speedy Freight’s determination that the cause of the suspension has been resolved.

14.13 Speedy Freight shall have no liability whether under this agreement or at law to the Customer for any exercise of its rights pursuant to this clause 14.

15. Termination/Suspension of Account

15.1 Speedy Freight may withdraw any of the Services at any time and may also terminate or suspend the Customer’s account with immediate effect, without liability, in the following circumstances:

15.1.1 upon the Customer’s irremediable breach of any of these Conditions or, (where such a breach is capable of remedy) on failure to remedy any breach within three (3) days of being given written notice of such breach by Speedy Freight of any of these Conditions;

15.1.2 where the Customer has persistently made false claims in respect of Consignment volume, or Consignments persistently include Prohibited Goods;

15.1.3 where the Customer becomes the subject of a voluntary arrangement under section 1 of the Insolvency Act 1986; suspends or threatens to suspend or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income; has passed a resolution for its winding up; has a petition presented to any Court for its winding-up or for an administration order or anything analogous to any of the foregoing occurs to the Customer under the law of any jurisdiction;

15.1.4 where the Customer fails to pay his account in full on the due date for payment on two (2) or more consecutive occasions, or such other number of occasions as Speedy Freight deems unreasonable;

15.1.5 where Speedy Freight obtains judgment in a court or tribunal of competent jurisdiction against the Customer in respect of a debt or unpaid invoice;

15.1.6 where the Customer has in Speedy Freight’s reasonable opinion ceased or threatened to cease to trade or carry on business;

15.1.7 where an encumbrance takes possession of, or if any distrait, execution or other process is levied or enforced on any of the property or assets of the Customer;

15.1.8 where the behaviour of the Customer is not consistent with accepted business trading relations or where he does any act which brings the reputation or goodwill of Speedy Freight into disrepute or otherwise adversely affects trading connections with or the business of Speedy Freight.

15.2 On termination, all rights and obligations under these Conditions will automatically terminate with the exception of:

15.2.1 such rights of action as shall have accrued prior to the date of termination (including, but not limited to, any and all claims for any breach of any term, condition or undertaking contained in these Conditions); and

15.2.2 all obligations under these Conditions which are expressed to (or are by implication intended to) survive its termination and continue thereafter including (but not limited to) clauses 6, 8, 9, 11, 12, 13, 15, 16, 17; and

15.2.3 all Consignments then in transit shall continue to be subject to these Conditions; and

15.2.4 all sums then due and owing to Speedy Freight and which remain to be invoiced shall become immediately due.

16. Confidentiality

The Customer warrants that any information about the business of Speedy Freight or any of the Services, which may be provided to it or comes into its possession by any means, will not be passed to any other party whether orally, in writing, electronically or in any other form without the express permission of Speedy Freight.

17. General

17.1 Any obligation in these Conditions on the Customer not to do something includes an obligation not to agree, allow, permit or acquiesce to that thing being done.

17.2 The Customer may not assign or otherwise transfer all or any part of its rights or obligations under these Conditions without prior written consent of Speedy Freight but Speedy Freight 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 these Conditions.

17.3 Except as otherwise provided in these Conditions, a person who is not a party to these Conditions shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999.

17.4 Nothing in these Conditions 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 of or on behalf of or otherwise to bind the other in any way.

17.5 No failure or delay by Speedy Freight to exercise any right or remedy provided under these Conditions 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 Speedy Freight shall preclude or restrict the further exercise of that or any other right or remedy.

17.6 Speedy Freight is not a common carrier and accepts Consignments only in accordance with the terms of these Conditions. Speedy Freight reserves the right (at its sole discretion) to refuse to carry any Consignments at any time.

17.7 Speedy Freight may vary these Conditions at any time with given written notice to the Customer.

17.8 If any clause or sub-clause of these Conditions shall be found to be unenforceable, the remaining conditions shall remain in full force and effect with any necessary consequential variations thereto.

17.9 These Conditions shall be governed by the law of England and the parties shall be subject to the exclusive jurisdiction of the English courts.