Terms & Conditions

Courier Alliance Terms and Conditions – Courier Services

1. DEFINITION

   1.1 In this document, the following words will have the meanings set out below:
   “Agreement” means the terms and conditions contained in this document;
   “Carriage” means and includes the Courier services in connection with the transportation of the shipment;
   “Consignment” means the documents, articles or other item(s) in respect of which Courier Alliance has asked the Courier to perform the Services;
   “Courier Services” means the collection and delivery of the Consignment at the addresses specified by Courier Alliance for such purposes, in accordance with this Agreement (“the Work”),
   “Courier” means the person, firm or company providing the Services to Courier Alliance;
   “Courier Alliance” refers to the mobile application provided by Rico Logistics Ltd, and all its affiliates and subsidiaries whose registered office is at Kennet House, 4 Langley Quay, Waterside Drive, Langley, SL3 6EY (registered number 02869014 )
   1.2 Headings are inserted for convenience only and will not affect the construction or interpretation of this Agreement.

2. APPLICATION OF THIS AGREEMENT

2.1 This Agreement will apply (to the exclusion of all other terms and conditions including those of the Courier) to all Services provided to Courier Alliance by the Courier and shall be deemed as accepted on commencement of any Carriage on behalf of Courier Alliance.
2.2 Courier Alliance may amend the terms and conditions of this Agreement at any time by reasonable notice, including without limitation on its website, which amended terms and conditions shall be binding on the parties.
2.3 Any variation to this Agreement shall have no effect unless made in writing and signed by an authorised representative of Courier Alliance.
2.4 Courier Alliance reserves the right to negotiate or award a contract for the same or similar services to any other supplier in any geographical area.

3. ENGAGEMENT OF THE COURIER

3.1 Courier Alliance hereby engages the Courier for a non-specific period to provide the Services of Courier Services (the “Work”), in accordance with the terms and conditions of this Agreement.
3.2 This appointment is mutually non-exclusive and the Courier shall be entitled, at his own expense, to substitute or to employ some other worker, having the requisite skills and who is acceptable to Courier Alliance, to perform the Work. The Courier shall in any event always provide such a suitably qualified and adequately approved (in accordance with the Courier Alliance Courier on-boarding standard) substitute where the provision of the Work is unduly delayed by absence due to incapacity, or for any other reason upon notification by a duly authorised representative of Courier Alliance that the delay occasioned is unacceptable.
3.3 It is understood and agreed that Courier’s activities and those of his substitutes or employees are at all times under the Courier’s exclusive direction and control.
3.4 The Courier is responsible for the quality of the work undertaken and shall ensure that the Work is performed with all reasonable care, and without limitation is wholly responsible for ensuring that anyone authorised by him to perform all or any part of the Work shall also do so competently and with reasonable care.
3.5 The Courier is responsible for organising how and in what order the Work is done, taking account of the delivery deadline specified by the Courier Alliance customer and shall liaise with Courier Alliance representative to ensure that due account is taken of the impact of the timing of the Work to be performed upon the activities of Courier Alliance and any other sub-contractors also engaged by Courier Alliance.
3.6 The Courier shall be responsible for rectification of any unsatisfactory work at his own expense.
3.7 The grant/acceptance of this appointment does not create any mutual obligations on the part of Courier Alliance or the Courier to offer/accept any further appointment and no continuing relationship shall hereby be created or implied.

4. INSURANCE

4.1 The Sub-Contractor shall take out and maintain at its own cost from the Effective Date, comprehensive insurance to cover its liabilities under this agreement to include but not limited to:
4.2 Public liability insurance including cover for bodily injury and property damage arising in connection with this Agreement, including as a result of the acts or omissions of Sub-Contractors personnel, for an insured sum of not less than £1 million per occurrence and in the aggregate.
4.3 Where appropriate Employer’s liability insurance as required by applicable legislation including cover for legal liability to make payment for death, personal injury or disability of Sub-Contractor’s personnel and with limits of at least £1 million per occurrence and in the aggregate.
4.4 Adequate vehicle insurance to include as a minimum cover for the carriage of goods for hire and reward.
4.5 The Courier shall provide the Contractor with at least thirty (30) days’ prior written notice of cancellation or material change to the insurance policy or policies detailed above.
4.6 The Sub-Contractor shall, on request from the Contractor, produce to the Contractor the Sub-Contractor’s certificates of insurance and renewals and receipt for the last premium or other evidence that all premiums due have been paid. The Sub-Contractor shall not do or omit to do anything which might violate any such insurance.

5. LIABILITY

5.1 Nothing in this Agreement shall exclude or limit either Party’s liability for the following:

1. 5.1.1 death or personal injury resulting from negligence;
2. 5.1.2 fraud or statements made fraudulently;
3. 5.1.3 breach of confidentiality;
4. 5.1.4 breach of intellectual property rights; and
5. 5.1.5 any other acts or omissions for which the governing law prohibits the exclusion or limitation of liability.

5.2 The Courier hereby agrees to indemnify defend and hold Courier Alliance harmless against any and all loss damage liability claims proceedings legal costs and professional fees and other expenses of any nature whatsoever incurred or suffered by Courier Alliance as a result of any breach by the Courier arising out of or in the course of or by reason of the performance of the Work; provided that it is due to the negligence, breach of statutory duty, or omission or default of the Courier his servants or agents, or of any person for whom the Courier is responsible.

5.3 Courier Alliance shall not be liable for any indirect or consequential loss arising howsoever arising.

5.4 Subject to Clause 5.1, the Courier’s liability shall be limited to:

1. 5.4.1 in relation to direct damage to the other’s tangible property to a maximum sum of £1 million pounds (£1,000,000); or
2. 5.4.2 in relation to the loss or damage of goods in transit a maximum sum of £1,500 (one thousand five hundred pounds) per event or series of events.

6. PROVISION OF EQUIPMENT AND PROTECTIVE CLOTHING

6.1 It is understood and agreed that the Courier shall be responsible for the provision of all tools, plant and machinery needed to perform the Work.
6.2 The Courier is responsible for the provision of safety equipment, protective clothing and adequate industrial accident insurance cover for himself and anyone authorised by him to perform all or any part of the Work. Personal protective equipment shall be used at all times by the Courier or their subcontractor when performing the Courier Services.

7. STATUS OF THE COURIER

7.1 The Courier’s relation to Courier Alliance is that of an independent contractor and shall have the status of a self-employed person and shall be responsible for all Income Tax and National Insurance or similar taxes or contributions in respect of the consideration payable hereunder and the Courier hereby indemnifies Courier Alliance in respect of any claims that may be made by the relevant authorities against Courier Alliance in respect of Income Tax or National Insurance or similar taxes or contributions, including interest and penalties, relating to the Work of the Courier hereunder.
7.2 The Courier agrees to be responsible for his expenses and Value Added Tax.
7.3 Nothing in this agreement shall be deemed to create any partnerships, joint venture or employment relationships between the parties.

8. INSURANCE

8.1 The Courier shall take out and maintain at its own cost from the Effective Date, comprehensive insurance to cover its liabilities under this agreement to include but not limited to:
8.2 Public liability insurance including cover for bodily injury and property damage arising in connection with this Agreement, including as a result of the acts or omissions of Couriers personnel, for an insured sum of not less than £1 million per occurrence and in the aggregate.
8.3 Where appropriate Employer’s liability insurance as required by applicable legislation including cover for legal liability to make payment for death, personal injury or disability of Courier’s personnel and with limits of at least £1 million per occurrence and in the aggregate.
8.4 Adequate vehicle insurance to include as a minimum cover for the carriage of goods for hire and reward.
8.5 The Courier shall provide Courier Alliance with at least thirty (30) days’ prior written notice of cancellation or material change to the insurance policy or policies detailed above.
8.6 The Courier shall, on request from Courier Alliance, produce to Courier Alliance the Courier’s certificates of insurance and renewals and receipt for the last premium or other evidence that all premiums due have been paid. The Courier shall not do or omit to do anything which might violate any such insurance.

9. CONSIDERATION & SELF-BILLING ARRANGEMENT

9.1 The agreed consideration for the provision of the Work is as follows:

1. 9.1.1 Courier Alliance shall pay the Courier the amount bid by the Courier on the Courier App and accepted by Courier Alliance and confirmed in the job allocated to the Courier App.
2. 9.1.2 The rate for the job shall be accepted by the Courier.

9.2 Payment will be made only following completion of the job to the required standard, including the collection and delivery time specified by the Courier Alliance customer and submission of a proof of delivery signature obtained on the Courier App.
9.3 Rates for the Work shall include payments at cost for any Tolls or Ferry Charges that have been incurred by the Courier.
9.4 Falsification of any job records in any way will result in the termination of this agreement.
9.5 All payments made under this Agreement are expressed exclusive of any Value Added Tax chargeable thereon.
9.6 No further payment will be made to the Courier for the Work over and above the entitlement contained in this clause and without limitation no payment will be made to the Courier in respect of any expenses incurred by the Courier in performing the Work.
9.7 Courier Alliance shall not be required to pay any invoices received after ninety (90) days following the date on which the invoiced Services were performed or the invoice expenses were incurred, if said invoices were delayed due solely to the actions or inactions of the Courier. Any portion of an invoice that represents charges to Courier Alliance after the ninety (90) day period will be unenforceable, and the Courier waives its rights to collect any such amounts. This provision will not apply to disputed Charges that are subsequently accepted by Courier Alliance (after the ninety (90) day period).
9.8 If Courier Alliance disputes in good faith any of the Charges invoiced by the Courier, Courier Alliance shall make due payment of the Charges which are not disputed, and shall give prompt notice to the Courier of those Charges which are disputed and the reasons for such dispute.

10. WARRANTIES

10.1 The Courier shall fully satisfy the specifications and requirements of the Services and shall exercise all skill and care in the performance of the Services.
10.2 The Courier warrants that it will perform its obligations under this Agreement promptly, in a professional manner, by means of competent personnel, with reasonable skill and care in compliance with all relevant regulations, statutory requirements and common law obligations.
10.3 If the Courier, in the reasonable opinion of Courier Alliance, fails to fulfil any obligation under this Agreement, the Courier shall, without prejudice to Courier Alliance’s other rights and remedies use its best endeavours to remedy the failure at no additional cost to Courier Alliance.
10.4 The Courier warrants that it shall obtain and maintain, at its own expense, all necessary licences, permits and authorisations and shall comply with all applicable laws, conventions, regulatory requirements and codes of practice in relation to the Consignment (and its delivery to the Delivery Address) and shall not do or permit anything to be done which might cause or otherwise result in a breach by the Courier of the same.

11. NON-COMPETITION AND NON-SOLICITATION

11.1 The Courier shall not, during the course of provision of the Work or for a period of 6 months following the termination or expiry of this Agreement, solicit any of Courier Alliance’s clients and/or employees with which the Courier has had dealings during the 3 months prior to the date of termination or expiry or any other clients of which the Courier has knowledge. Courier Alliance may waive this restriction entirely or on a per-client and/or per-staff-member basis upon receipt of a written request from the Courier. No waiver may be given if it shall violate any prior agreement between Courier Alliance and the client in question as to the sharing of the client’s details.

12. TERMINATION

12.1 This agreement is terminable at any time by Courier Alliance or by the Courier without notice and without giving any reason for such termination. Without prejudice to the generality of that provision, this Agreement shall terminate, notwithstanding any other rights and remedies the parties may have, in the following circumstances:

1. 12.11 either party fails to comply with the terms and obligations of this Agreement and such failure, if capable of remedy, is not remedied within seven days of written notice of such failure from the other party;
2. 12.12 the Courier goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.

12.2 The termination of this Agreement shall be without prejudice to any rights, which have already accrued, to either of the parties under this Agreement.

13. CONFIDENTIALITY

13.1 Each Party shall keep confidential and will ensure that its employees and sub-contractors keep confidential any Confidential Information and not at any time for any reason whatsoever disclose Confidential Information or permit it to be disclosed to any third party without the prior written consent of the other Party, save that either Party is permitted to disclose such information it considers necessary to disclose to its professional advisers, auditors and bankers provided that it does so on a confidential basis.

14. PUBLICITY

14.1 This Agreement is confidential and neither Party will publicise the existence, terms or contents of this Agreement. Neither Party will use the name or any trade mark or trade name, whether registered or not, of the other Party in publicity releases or advertising.

15. DATA PROTECTION

15.1 The Parties will comply with the provisions and obligations imposed by the General Data Protection Regulation (GDPR) (EU) 2016/679 and the Data Protection Principles set out in that Act in storing and processing personal data. All Personal Data (as defined in the General Data Protection Regulation (EU) 2016/679) regulations and secondary legislation, as amended or updated from time to time, in the UK and then any UK successor legislation to the GDPR or the UK Data Protection Act 1998) (the “Data Protection Legislation”) acquired by the Sub-Contractor shall only be processed in accordance with the Contractor instructions and shall be returned to the disclosing Party or destroyed on request, unless otherwise required to be retained under Applicable Law. The Courier shall take appropriate technical and organisational measures not only to prevent unauthorised or unlawful processing or disclosure of such data but also to prevent accidental loss, destruction or damage to such data. Each Party will respond promptly to the other in dealing adequately with all enquiries received relating to data protection. The Courier shall indemnify Courier Alliance against all losses, costs, expenses, damages, liabilities, demands, claims, actions and proceedings which the other party may incur arising out of any breach of this Clause 15.1.
15.2 All personal information that Courier Alliance may use from the Courier will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and the Courier’s rights under the GDPR.
15.3 For complete details of Courier Alliance collection, processing, storage, and retention of the Courier’s personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Courier’s rights and how to exercise them, and personal data sharing (where applicable), please refer to the Courier Alliance’s Privacy Notice.

16. HEALTH & SAFETY

16.1 Both Parties shall at all times have full regard for the health, safety and welfare of all persons who may be affected by the services and shall comply with any Health & Safety regulations, legislation, codes of practice and guidance documentation applicable.
16.2 The Courier shall at all times comply with all applicable policies, rules and regulations of Courier Alliance customer as supplied from time to time and at any location at which the services are being delivered.

17. NO RIGHT OF LIEN

17.1 The Courier shall not, and shall not allow any other party to, use, take possession of (except in discharging its obligations under this Agreement), or have or grant any rights of lien over any of Courier Alliance or Courier Alliance customer owned goods, and it shall not permit, allow or cause any other mortgage, charge or other encumbrance to be created or arise over any of the goods, and shall not deny Courier Alliance access for inspecting or recovering any such goods.

18. FORCE MAJEURE
    

18.1 Any failure or delay by either Party in the performance of its obligations hereunder which is due to any cause beyond its reasonable control, including but not limited to: an act of God, war or civil war (whether declared or not), hostile or warlike action in time of peace and armed conflict; acts of terrorism; fire, flood, explosion or extraordinary act of nature; sabotage; nuclear, chemical or biological contamination unless the source or cause of the contamination is the result of the actions of either Party; or acts of governmental authority (a “Force Majeure Event”) will not be deemed a default of this Agreement or a ground for termination.

19. MISCELLANEOUS
    

19.1 This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as expressly stated in this Agreement.
19.2 Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into this Agreement (unless such untrue statement was made fraudulently) and that party’s only remedies shall be for breach of contract as provided in this Agreement.
19.3 Any notice to be served by either of the parties on the other shall be sent by prepaid recorded delivery or registered post to the address shown in this Agreement or to such address as that party shall have notified to the other in writing taking effect for the purposes of this clause or Agreement, and shall be deemed received 48 hours after posting.
19.4 The headings in this Agreement are for reference purposes only and shall not be incorporated into this agreement.
19.5 Reference to any legislation shall be to such legislation as amended, extended or re-enacted from time to time and to any regulation, order, instrument or other subordinate provision under the relevant legislation.
19.6 In this agreement, unless the context otherwise requires, words in the singular include the plural and vice versa, words importing any gender include any gender, and a reference to a person includes a reference to a body corporate and to an unincorporated body of persons.
19.7 Any provision of this Agreement which is declared void or unenforceable by any competent authority or court will, to the extent of such invalidity or unenforceability, be deemed severable and will not affect the other provisions of this Agreement. In lieu of the invalid provision or to fill the unintentional gap a legally valid and enforceable provision agreed between the Parties shall apply which corresponds as closely as possible to the intentions of the Parties according to the purpose of this Agreement.
19.8 No failure, delay, relaxation or indulgence on the part of either Party in exercising or partial exercise of any right hereunder shall operate as a waiver of such rights.

20. GOVERNING LAW AND JURISDICTION
    

20.1 This Agreement shall be governed by the laws of England and Wales and any dispute concerning it or its interpretation shall be adjudicated in that jurisdiction.