Last updated: 30 March 2021.
TradeDrop Delivery Service Terms and Conditions
Trade Drop Ltd (“TradeDrop”, “us”, “we”, “our”), a company incorporated and registered in England and Wales under company number 11998586, whose registered office is at 550 Valley Road, Basford, Nottingham, NG5 1JJ. You may contact us at firstname.lastname@example.org or calling our head office switchboard 0115 671 3893 to speak to a member of our support team.
2.1 The action of placing a request for a Delivery constitutes an offer to purchase by you (the “Customer”) to purchase the Services in accordance with these terms and conditions.
2.2 When you request a Delivery through the Service, it will be offered to one of our Delivery Agents (the “Delivery Offer”). When a Delivery Agent accepts the Delivery Offer, the Delivery is confirmed, and an order is created (the “Delivery Order”). The contract for the supply of the Service comes into existence when the Delivery Order is created.
2.3 The Delivery Order shall only be deemed to be accepted when TradeDrop issues written acceptance of the Order at which point and on which date the Contract shall come into existence (“Commencement Date”).
2.4 Any samples, drawings, descriptive matter, or advertising issued by TradeDrop, and any descriptions or illustrations contained in our catalogues 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.
2.5 These terms and conditions apply to the contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade customer, practice, or course of dealing.
3.1 These terms and conditions (the “Terms”) apply to you when you use the Service.
3.2 Please read the Terms carefully before using the Service. If you have any questions relating to the Terms please contact email@example.com.
3.3 By creating an account with us you confirm that:
(a) You have the authority to do so for the company you are representing.
(b) You accept our offer to provide the Service on these Terms.
(c) You agree to comply in full with these terms.
3.4 This forms a contract between you and TradeDrop. You should save a copy of these Terms for your records.
4.1 TradeDrop provides you with on-demand delivery capabilities (the “Service”). This enables you to place orders for the delivery of Parcels from the branch(es) you have chosen and that we have agreed to provide the Service to (the “Branch”).
4.2 The Service is provided via the TradeDrop Supplier Portal (the “Portal”) and a network of community-based, independent delivery agents (the “Delivery Agent”) who have been authorised by TradeDrop to carry out the Service (the “Delivery Agent”).
4.3 The Service is the mechanism to conclude delivery by allocating one of our Delivery Agents, collection of the Parcel from your Branches and delivery to the recipient(the “Delivery”)., but any such times/dates shall be estimate only and time shall not be of the essence for performance of the Services.
4.4 The provision of the Service depends on the availability of our Delivery Agents at the time of creating the Delivery Offer. We will take reasonable endeavours to have sufficient Delivery Agents available in your area to fulfil your Deliveries. If the Delivery Offer is not accepted by a Delivery Agent, you are able to re-submit the Delivery Offer until it is accepted. If a Delivery Offer is not accepted, then you will need to make alternative arrangements for the Delivery and no Delivery Order is created.
4.5 The Portal will generate estimates for how long the Delivery is likely to take at the point of creating the Delivery Offer. This uses current traffic conditions and can potentially change during the Delivery. It does not provide a guaranteed delivery time.
4.6 The Portal uses address lookup and GPS locating capabilities to ensure an accurate delivery address is entered. If our Delivery Agent is unable to locate the delivery address, they will contact the recipient on the details you supplied on the Delivery Order and locate the correct address.
4.7 TradeDrop warrants to the Customer that the Services will be provided using reasonable care and skill
4.8 TradeDrop shall use reasonable endeavours to meet any timescales specified on the Portal.
Before you can start using the Service, you need to create an account in
(a) Provide all information, materials and assistance reasonably required by TradeDrop to provide the Service to you.
(b) Provide credit card details to make payments to TradeDrop for your use of the Service.
(c) Ensure that all information provided to TradeDrop is accurate.
6.1 Access to the Service is permitted on a temporary basis, and we reserve the right to withdraw or amend access to the Service without notice (see below). We will not be liable if, for any reason, the Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Service, or the entire Service to users who have registered with us.
6.2 You will need an internet connected computer to access the Portal This device should be capable of running the latest versions of Google Chrome, Internet Explorer, or Firefox.
6.3 You are responsible for maintaining the confidentially of your login details and prevent others from accessing your account.
6.4 You are responsible for any activities that occur under your account. If you have any concerns about your login details or think they have been misused, you should contact firstname.lastname@example.org straight away to let us know.
6.5 We can deactivate your account at any time.
7.1 TradeDrop shall supply the Services to the Customer in accordance with these terms and conditions.
7.2 TradeDrop shall use reasonable endeavours to meet any performance requirements specified in the Delivery Order, but any such times/dates shall be estimates only and time shall not be of the essences for performance of the Services
7.3 TradeDrop reserves the right to amend the requirements as set out the [order] to comply with any applicable law or regulatory requirements, or if the amendments will not materially affect the nature or quality of the Services, and TradeDrop shall notify the Customer in any such event.
7.4 We may update the Service at any time. If the need arises, we may suspend access to the Service or close it indefinitely. Any of the material on the Service may be out of date at any given time, and we are under no obligation to update such material.
8.1 The Customer shall issue delivery instructions when placing a request for Delivery. The delivery instructions shall contain:
(a) the size of parcel.
(b) the delivery address.
(c) contact details for the recipient.
(d) any special requirements concerning the Delivery.
8.2 The Customer shall pack the goods safely, neatly, and appropriately as reasonably required to withstand the Delivery in line with our parcel preparation policy, and in accordance with Applicable Laws. The Customer shall be responsible for providing the packaging for each Parcel and shall ensure that the packaging is clean and in good condition.
8.3 The Customer shall ensure that Parcels are not over the agreed weight and size dimensions in line with our parcel preparation policy.
8.4 The Customer shall use reasonable endeavours to ensure that Parcels are available for collection by our Delivery Agents in line with our parcel preparation policy and to keep our Delivery Agents waiting for no longer than 5 minutes from the collection time specified on the Delivery Order.
8.5 You will be charged an abortive delivery fee in the event of our Delivery Agent arriving at the Branch and being unable to collect the Parcel for reasons which are directly attributed to you including, but not limited to:
(a) The Parcel is too large for the allocated vehicle because the wrong parcel size was selected.
(b) The Parcel is damaged or inappropriately packaged for delivery.
(c) The Goods ordered are not available.
(d) The size and/or weight of the Parcel is over the agreed limits.
8.6 If the delivery address was entered incorrectly on the portal when requesting Delivery, we may adjust the final cost for the Delivery Order at our discretion to cover any additional costs.
8.7 If the Delivery Order is cancelled, whether by you or the recipient, you will be charged an abortive delivery fee.
8.8 If when the Delivery is completed Goods are discovered to be missing from the parcel, or the incorrect Goods have been supplied, this is a dispute between you and your customer.
9.1 The Charges for the Service shall be calculated based on the total cost of all Delivery Orders placed through the Portal.
9.2 Each Delivery Order is priced using a dynamic pricing model based on several factors including but not limited to the traffic conditions at the time of the order and the size of the Parcel.
9.3 We issue invoices to you on a weekly-basis which will contain:
(a) The cost of all Delivery Orders created in the previous week.
(b) A fixed service charge.
(c) Any abortive delivery charges or adjustments for the reasons set out in xxx.
9.4 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by TradeDrop to the Customer, the Customer shall, on receipt of a valid VAT invoice from TradeDrop, pay to TradeDrop such additional amount in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
9.5 If the Customer fails to make a payment due to TradeDrop under the Contract by the due date, then, without limiting TradeDrop’s remedies under [clause xx] the Customer shall pay interest on the overdue sum from the due date until the payment of the overdue sum, whether before or after judgement. Interest under this clause XX will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
9.6 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
9.7 In consideration of the provision of the Services by the Supplier, the Customer shall pay the Charges.
9.8 Notwithstanding that the Supplier may from time to time agree to collect freight, duties, charges, dues or other expenses in respect of a Consignment from the Consignee, the Customer shall remain liable to the Supplier for any such freight, duties, charges, dues or other expenses in the event of default by the Consignee and the Supplier shall not be required to take steps to obtain payment from the Consignee other than one written request for payment.
9.9 All Charges are stated exclusive of VAT which shall be paid by the Customer at the rate and from time to time in the manner prescribed by law.
9.10 Payment for the Charges will be automatically collected from payment card details entered when you created your account.
11.1 Failure to comply with the Terms constitutes a material breach of the Terms, and may result in our taking all or any of the following actions:
(a) immediate, temporary or permanent withdrawal of your right to use the Service;
(b) issuing of a warning to you;
(c) legal action against you including proceedings for reimbursement of all costs on an (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
(d) disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
11.2 The responses described in this clause are not limited, and we may take any other action we reasonably deem appropriate.
11.3 You may close your account at any time by requesting to do so by contacting us directly using the contact details above. We may suspend your access to your account, or close it permanently, if in our opinion you are abusing the Service (for example, by applying for refunds or credit to which we do not consider you are entitled, making repeated unreasonable complaints, mistreating our staff or Delivery Agents, or any other good reason).
12.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by TradeDrop.
12.2 TradeDrop grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the deliverables/material/logo (excluding material provided by the Customer) for the purpose of receiving and using the Services and the Deliverable in its business.
12.3 The Customer shall not sub-licence, assign or otherwise transfer the rights granted in clause 12.1 above.
12.4 The Customer grants TradeDrop a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any material provided by the Customer to TradeDrop for the term of the Contract for the purpose of providing the Services to the Customer.
12.5 The Supplier acknowledges that the Customer's rights to the Intellectual Property used on or in relation to the Goods are the Customer's property.
12.6 The Supplier accepts that:
(a) it is permitted to use the Customer's Intellectual Property only for the Term and for the purposes of this agreement and only as authorised by the Customer under this agreement;
(b) other than to the extent set out in clause 23.2(a), it has and shall have no right to use or to allow others to use the Customer's Intellectual Property or any part of it. It shall not seek to register any Intellectual Property on behalf of the Customer without the Customer's express consent;
(c) it shall not use any trade marks, trade names or get-up which resemble the Customer's trade marks, trade names or get-up and which would therefore be likely to confuse or mislead the public or any section of the public;
(d) it shall not remove, alter or otherwise tamper with any trade marks, trade names, logos, numbers or other means of identification on the Goods or the packaging for the Goods which come into the Supplier's possession, custody or control, and shall not place any trade mark or trade name of its own on the Goods or any packaging or other materials used in connection with the Goods;
(e) it shall not do or omit to do, or authorise any third party to do or omit to do, anything which could invalidate or be inconsistent with the rights that the Customer has in the Customer's Intellectual Property; and
(f) it shall make a statement in any advertising material and promotional literature produced by or for it in connection with the Goods as to the ownership of any relevant Intellectual Property used or referred to in such material or literature.
12.7 The Supplier shall notify the Customer promptly of:
(a) any actual, threatened or suspected infringement in the Territory of any of the Customer's Intellectual Property of which the Supplier becomes aware; and
(b) any claim by any third party of which it becomes aware that the importation or sale of the Goods into or in the Territory infringes any rights of any other person.
12.8 The Supplier shall, at the request and expense of the Customer and on a full indemnity basis (but not otherwise), take all such steps during the Term as the Customer may reasonably require to assist the Customer in maintaining the Customer's Intellectual Property as valid and effective, or to take or defend any court or other dispute proceedings concerning intellectual property matters.
12.9 TradeDrop grants you a non-exclusive, royalty-free, non-sublicensable, non-transferable licence to use our branding, which includes the “TradeDrop” logo, name, website address while your account is active to allow you to advertise the Service at your Branches, and anywhere as reasonably necessary for marketing purposes to promote the Service.
You grant us and our affiliates a non-exclusive, royalty-free licence to
use your branding which includes your logos, name and website address(es). We
can use your branding on the Platform our website, for marketing purposes and
as reasonably necessary to provide Delivery Service.
Except for these limited licences:
(a) TradeDrop retains ownership of and all rights in and to TradeDrop branding; and
(b) You retain ownership of and all rights in and to your branding.
13.1 Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
13.2 References to liability in this clause 13 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
13.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
13.4 Neither party shall be entitled to limit any liability which cannot legally be limited, including but not limited to liability for:
13.4.1 death or personal injury caused by negligence;
13.4.2 fraud or fraudulent misrepresentation; and
13.4.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
13.5 Subject to clause 8.2 and 8.3, TradeDrop’s total liability to the Supplier for all loss or damage shall not exceed the value of a single Delivery which is the subject matter of the Contract.
13.6 Subject clause 8.3 (No limitation in respect of deliberate default), clause 8.4 (No limitation of customer's payment obligations) and clause 8.5 (Liabilities which cannot legally be limited), this clause 8.8 sets out the types of loss that are wholly excluded:
13.6.1 loss of profits.
13.6.2 loss of sales or business.
13.6.3 loss of agreements or contracts.
13.6.4 loss of anticipated savings.
13.6.5 loss of use or corruption of software, data or information.
13.6.6 loss of or damage to goodwill; and
13.6.7 indirect or consequential loss.
13.7 The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3[, 4] and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
13.8 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire [NUMBER] months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
14.1 TradeDrop shall procure that its Delivery Agents provide reasonable goods in transit insurance with a reputable insurance broker to protect the items to a reasonable value.
14.2 This clause 8 shall survive termination of the Contract.
15.1 Force Majeure Event means any circumstance not within a party's reasonable control including:
(a) acts of God, flood, drought, earthquake or other natural disaster;
(b) epidemic or pandemic;
(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
(d) nuclear, chemical or biological contamination or sonic boom;
(e) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
(f) collapse of buildings, fire, explosion or accident; and
(g) any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same Group as that party); and
(h) non-performance by suppliers or subcontractors (other than by companies in the same Group as the party seeking to rely on this clause); and
(i) interruption or failure of utility service.
15.2 Provided it has complied with clause 15.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
15.3 The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.
(a) as soon as reasonably practicable after the start of the Force Majeure Event but no later than 7 days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
15.5 The Supplier cannot claim relief if the Force Majeure Event is one where a reasonable service provider should have foreseen and provided for the cause in question, or if it is attributable to a failure by the Supplier to comply with the provisions of the Disaster Recovery and Business Continuity Plan (unless such failure is also due to a Force Majeure Event affecting the operation of the Disaster Recovery and Business Continuity Plan).
16.1 Comply with all applicable laws and licensing, registration, and approvals requirements at all times, and any and all TradeDrop policies made available to you from time to time.
16.2 Without prejudice to your general obligation above, you warrant that you have not and will not do anything that breaches any applicable code and/or sanction relating to the prevention or prohibition of bribery, money laundering and similar activities. You must immediately notify TradeDrop if you become aware of any breach of this clause.
16.3 Without prejudice to your general obligation above, you shall comply, and procure that all of your employees, contractors, agents and representatives comply, with applicable anti-slavery laws, as relevant to your use of the Service and your fulfilment of Delivery Orders. You must use reasonable endeavours on a continuing basis to ensure that no form of slavery is takes place in your supply chains.
16.4 Cooperate with TradeDrop and provide, in a timely manner, such assistance and information as we may reasonably require.
16.5 We may revise the Terms at any time by amending this document. You are expected to check this document from time to time to take notice of any changes we make, as they are binding on you. We will notify you of any material changes before they happen. If you access or use the Service after being notified of a change, you are deemed to have accepted the change.
17.1 If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (Dispute), then, except as expressly provided in this agreement, the parties shall follow the procedure set out in this clause:
17.2 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, the Contract Managers of each of the parties shall attempt in good faith to resolve the Dispute;
17.3 If the Contract Managers of each of the parties are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to the Service Director of the Customer and the Service Director of the Supplier who shall attempt in good faith to resolve it; and
17.4 If the Service Director of the Customer and the Service Director of the Supplier are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties agree to enter into mediation in good faith to settle the Dispute in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 30 days of service of the Dispute Notice, 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, referring the dispute to mediation. Unless otherwise agreed between the parties, the mediation will start not later than 30 days after the date of the ADR notice.
17.5 The commencement of mediation shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute under clause 21 (Jurisdiction), which clause shall apply at all times.
17.6 If the Dispute is not resolved within 30 days after service of the ADR notice, or either party fails to participate or ceases to participate in the mediation before the expiry of that 30-day period, or the mediation terminates before the expiry of that 30-day period, the Dispute shall be finally resolved by the courts of England and Wales in accordance with clause 21 (Jurisdiction) in this agreement.
18.1 A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
18.2 A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
19.1 If either we or you have any right to enforce these Terms against the other, that right will not be lost even if the person who has the right delays enforcing it or waives their right to enforce it in any instance. If a court or other authority decides that any part of these Terms is illegal or ineffective, the rest of the terms will be unaffected and will remain in force.
20.1 To protect their respective legitimate business interests each party covenants with the other for itself and as agent for each member of its Group that it shall not (and shall procure that no member of its Group shall) (except with the prior written consent of the other party):
(a) attempt to solicit or entice away; or
(b) solicit or entice away,
from the employment or service of the other party or any member of its Group the services of any Restricted Person other than by means of a national advertising campaign open to all-comers and not specifically targeted at such staff of the other party or any member of its Group.
20.2 The parties shall be bound by the covenant set out in clause 20.1 during the Term, and for a period of 12 months after termination or expiry of this agreement.
20.3 For the purposes of this clause 20 a Restricted Person shall mean any firm, company or person employed or engaged by a party or any member of its Group during the Term, who has been engaged in the provision of the Services or the management of this agreement.
20.4 Any consent given in accordance with clause 20.1 shall be subject to payment to the consenting party of a sum equivalent to 20% of the then current annual remuneration of the Restricted Person or, if higher, 20% of the annual remuneration to be paid to the Restricted Person.