Terms and Conditions

Version:5.0

Date:08-04-2024

The following terms and conditions apply to any and all agreements between Retail Distribution Services Ltd t/a RDS eCommerce and its customers. Use of the services provided by Retail Distribution Services Ltd are also subject to the following terms and conditions. Retail Distribution Services Ltd has its registered office at Unit 5, Hove Enterprise Centre, Basin Road North, Portslade, East Sussex, BN41 1UY and is registered within the UK under company no: 12386881, and VAT registration no: 340 3901 34.

The capitalized terms in these Terms and Conditions, both singular and plural, are considered to have the meaning as described in this article:

1.1. RDS eCommerce: the trading name of Retail Distribution Services Ltd.

1.2. Account: the personal account which the Customer can create via the Website, for the purpose of enabling use of the Services.

1.3. Agreement: any agreement between RDS eCommerce and the Customer under which RDS eCommerce provides Services to Customer, and of which these Terms and Conditions form an integral part.

1.4. Customer: the natural person or legal entity, acting in a professional capacity, with whom RDS eCommerce has concluded an Agreement.

1.5. Carrier: the third-party partner, that RDS eCommerce has instructed on behalf of the Customer, and that RDS eCommerce has concluded an Agreement with.

1.6. Data Processing Addendum: the addendum attached as an annex (Annex I) to these Terms and Conditions, governing the processing of personal data through the use of the Services, which forms an integral part of the Agreement.

1.7. Intellectual Property Rights: all intellectual property rights and related rights, including but not limited to copyrights, database rights, domain name rights, trademark rights, brand rights, model rights, neighbouring rights, patent rights and rights to know-how.

1.8. In Writing: dated and signed correspondence on paper. In addition, this also includes email and fax messages, insofar as the origin and integrity of such messages can be sufficiently established.

1.9. Service(s): the products and services provided by RDS eCommerce to the Customer under the Agreement, including, but not limited to the provision of shipping & delivery software and tools which Customer can integrate on their sales channels, for the purpose of (partly) streamlining the delivery of Customer’s products.

1.10. Terms and Conditions: these terms and conditions.

1.11. Website: the website https://rds.sendmyparcel.com and all related subdomains.

2.1. The Agreement will commence upon by the registration for an Account on the Website by the Customer.

2.2. All of the details that the Customer provides to RDS eCommerce during the registration must be correct and complete. The Customer is obliged to treat the login codes provided by or to RDS eCommerce with care and confidentiality and may only disclose it to authorised employees. RDS eCommerce cannot be held liable for any unauthorised use of the Customer’s login codes by third parties.

2.3. The Terms and Conditions apply to the registration process, the use of the Account by the Customer, to the use of the Services, and to any future assignments.

2.4. Terms or conditions stated by Customer, that deviate from or are not contained within these Terms and Conditions, are only binding for RDS eCommerce in case RDS eCommerce explicitly confirmed the applicability of such deviating terms and conditions In Writing.

3.1. The services offered by RDS eCommerce are described on the Website. The Services to be provided depend on which Services the Customer has purchased via the ordering process on the Website and are also bound by the terms and conditions of the Carrier, the Customer has chosen (to be found on the Carriers UK website).

3.2. RDS eCommerce endeavours to perform the Services to the best of its ability and in a manner to be expected from a careful professional. All Services are provided “as is”. The Customer is fully responsible for any additional costs relating to the services rendered, including but not limited to, additional carrier charges as published on the RDS eCommerce website and/or on the customer facing tariff, customs charges, duties charges and/or tax charges and risks relating the implementation of the Services.

3.3. Whilst the RDS eCommerce Website may the generate the Carrier’s label, Customs Declaration form and Commercial Invoice form, this information is taken from the information that has been imputed by the booker and is therefore the responsibility of the booker. Similarly, any additional documentation that maybe required in order to import/export the shipped goods, is the responsibility of the RDS eCommerce account holder to provide.

3.4. Any stated or agreed upon delivery times are estimates made by RDS eCommerce to the best of its ability. Exceeding such delivery times, whatever the cause or reason, shall not result in RDS eCommerce being in default.

3.5. RDS eCommerce will take into account any reasonable requests of the Customer when fulfilling the Agreement but is not obliged to comply with such requests. RDS eCommerce may charge additional costs for complying with a request.

3.6. RDS eCommerce, at its sole discretion, is entitled to make use of third parties in the performance of the Agreement.

4.1. In order to be able to make use of and have access to the Services, Customer has to create an Account in the manner indicated by RDS eCommerce .

4.2. The Customer must secure access to its Account(s) by protecting the username and password against third party access. In particular the Customer must keep any login information strictly confidential. RDS eCommerce may assume that all actions undertaken from Customer’s Account after logging in with its credentials is authorized and supervised by the Customer. This means that the Customer is responsible for all activities conducted via its Account.

4.3. As soon as Customer knows or has reason to assume that its Account has been accessed by an unauthorised third party or is otherwise compromised, Customer must inform RDS eCommerce of this without undue delay, notwithstanding its own obligations to take immediate effective measures, such as changing its login credentials.

4.4. Use of the Service must be in accordance with instructions given by RDS eCommerce.

4.5. The Customer is not allowed to use the Services: a) in any way that is unlawful, illegal, fraudulent, or harmful; or b) in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.

4.6. If, in the opinion of RDS eCommerce, the continued functioning of the computer systems or network of RDS eCommerce or third parties may be under threat of being damaged or jeopardized, RDS may take all steps it deems reasonably necessary to end or avert such damage or jeopardy.

4.7. RDS eCommerce may implement technical or other measures to protect the Services. Where RDS eCommerce has implemented such measures, the Customer may not remove or circumvent these measures.

4.8. It is not permitted to use the Service in a manner that causes a nuisance or hindrance for other users. This includes (among others) the use of personal scripts or programs resulting in large amounts of data being up-or downloaded.

4.9. The Customer is not permitted to access the software source code (including object code) of the Service, either during or after the duration of the Agreement.

5.1 If the proposed Consignment contains Excluded Goods, the Customer must notify the Carrier at the time of Booking as to the content and value of such Consignment of Excluded Goods and the Carrier may (in its sole discretion) elect to carry such Excluded Goods. The Carrier shall not be liable to the Customer for any loss, however caused, unless the Carrier has agreed in writing to the Customer to accept such liability. The Carrier reserves the right to charge the Customer (and the Customer shall pay) an additional sum for the carriage of the Consignment of Excluded Goods and will inform the Customer of such sum prior to accepting the Booking. If the Customer fails to so inform the Carrier in accordance with this clause, such Consignment will be delivered solely at the Customer’s risk and the Customer shall indemnify and keep the Carrier indemnified against any and all losses, damages, claims, liabilities, costs and expenses (including, without limitation, legal costs and expenses) suffered or incurred by the Carrier arising out of, or in connection with, the delivery of the Consignment comprising such Excluded Goods in whole or in part.

6.1 Unless the Carrier has agreed otherwise in advance in writing specifying any additional terms, charges and limitations on liability which shall apply, the Customer shall not submit for carriage (and the Carrier may without any liability whatsoever reject such carriage at any time upon notice to the Customer) any Consignment which contains firearms, munitions, inflammable items or other explosives, livestock or other animals, human remains, any obscene, defamatory, blasphemous, scandalous or other indecent material, or any item (including, without limitation, drugs or other illegal substances) which is prohibited or illegal to possess or import into any country through or into which the carriage of the Consignment is to take place (the “Prohibited Items”). If the Customer submits Prohibited Items as a Consignment (and regardless of whether or not the Carrier has agreed to carry such Consignment), the Customer shall indemnify and keep the Carrier indemnified against any and all losses, damages, claims, liabilities, costs and expenses (including, without limitation, legal costs and expenses) suffered or incurred by the Carrier arising out of, or in connection with, the carriage of the Consignment comprising such Prohibited Items in whole or in part.

7.1 The Customer shall ensure that the Consignment is secure, properly/tightly packed and labelled in accordance with good practice and any applicable statutory requirements and is fit and safe to be carried, stored and transported by road, air, rail or sea as may be appropriate.

7.2 Where cardboard is used, a minimum grade of double wall cardboard must be used.

7.3 The Carrier will use all reasonable efforts to collect and deliver the Consignment within the times specified for collection and delivery by the Carrier when confirming a Booking but unless otherwise agreed these are estimates only and time is not of the essence.

7.4 Unless the Carrier has otherwise agreed in writing with the Customer:

7.4.1 the Carrier shall not be required to provide any labour or special equipment for loading or unloading the Consignment, other than that carried by the vehicle used by the Carrier; and

7.4.2 the Customer warrants that it will provide or procure any special equipment required for loading or unloading the Consignment and shall indemnify and hold harmless the Carrier for any damage to the Consignment or the Carrier, however caused, if the Carrier is instructed to load or unload any Consignment requiring special equipment where such equipment has not been provided or procured by the Customer.

7.5 The Carrier shall under no circumstances be liable to the Customer for any loss of or damage to:

7.5.1 the Consignment; or

7.5.2 any property of the Customer in connection with or arising out of:

7.5.3 the Carrier’s use of any special equipment in the loading or unloading of the Consignment (other than that carried by the vehicle used by the Carrier);

7.5.4 the Carrier’s entry onto the premises of the Customer or Consignee in the course of collecting or delivering the Consignment; or

7.5.5 the Carrier otherwise providing to the Customer (whether for the benefit of the Customer or the Consignee) any services (whether or not the Customer and/or the Consignee assist in such provision) that are beyond the scope of the services that would usually and reasonably be expected of a point-to-point courier (together the “Out of Scope Services”).

7.6 The Carrier shall not be required to provide the Out of Scope Services (in whole or in part) to the Customer (whether for the benefit of the Customer or the Consignee), unless such provision is provided for in the Customer’s Booking and confirmed by the Carrier.

7.7 The Customer shall indemnify and keep indemnified the Carrier and its affiliates, contractors, agents, directors and employees against all losses, liabilities, damages, claims, actions, proceedings, expenses and costs (including legal and professional costs) that the Carrier and/or such related parties suffer or incur arising out of or in connection with the Carrier’s provision of the Out of Scope Services (whether or not the Customer and/or the Consignee assist in such provision), including but not limited to any claim by the Consignee that the Carrier’s provision of the Out of Scope Services has caused any loss of or damage to the Consignment or the property of the Consignee.

7.8 The Carrier shall deliver Consignments according to such route as it in its absolute discretion thinks fit.

8.1 If required, the Carrier shall sign a document prepared by the Customer acknowledging receipt of the Consignment but such document shall not be evidence of the condition, declared nature, quantity or weight of the Consignment at the time it is received by the Carrier.

8.2 Subject to clause 8.3, the Carrier shall require written acknowledgment at the point of delivery of the Consignment and where the Carrier is unable to obtain such acknowledgment, the Carrier shall be deemed to have been unable to effect delivery for the purposes of clause 10.1. Written acknowledgment at the point of delivery shall be conclusive evidence of proper delivery.

8.3 Where the Customer notifies the Carrier prior to the delivery or attempted delivery of the Consignment that the Carrier need not provide to the Customer a signature as proof of delivery of the Consignment, the Carrier shall be under no obligation to provide the Customer with the same and the Customer shall be deemed to have unconditionally and irrevocably waived any and all claims it may have in respect of the final delivery of the Consignment to the Consignee. Where a Customer notifies the Carrier that proof of delivery is not required pursuant to this clause 8.3, the Carrier shall not be liable to the Customer if it is later claimed by the Consignee that the Consignment has not been delivered.

9.1 Transit commences when the Carrier takes possession of the Consignment, whether at the Carrier’s premises or at some other point of collection.

9.2 Subject to clause 9.3, Transit by the Carrier shall (unless otherwise agreed) end when the Consignment is tendered at the Consignee’s address provided at the time of Booking by the Customer.

9.3 Where a Consignment cannot be delivered (for whatever reason) or is held by the Carrier to await order or further instructions and such instructions are not given or the Consignment is not collected within 24 hours of notice being given to the Customer or such other time as the Carrier may nominate, then transit shall be deemed to end at the expiry of such time.

9.4 The Carrier shall be entitled to recover its charges in full for any delivery, which is unsuccessful due to incorrect or inadequate information provided by the Customer and in addition recover any expenses or losses it suffered or incurred in attempting to effect delivery.

9.5 The Customer understands and accepts that the Carrier shall be entitled to open and examine any Consignment that the Carrier reasonably considers to be a security or health and safety risk and to take, at its sole discretion, such appropriate action thereafter.

10.1 Where the Carrier is unable to effect delivery as requested by the Customer when making a Booking, or where transit has come to an end, the Carrier shall use its reasonable endeavours to notify the Customer and the Consignee of any undelivered or unclaimed Consignment. Unless the Consignment is collected from the Carrier by the Customer, or instructions are given for the disposal, onward carriage or return to the Customer of the Consignment, within 7 days of such notice being given (or such other time as the Carrier may nominate), title to the Consignment shall transfer to the Carrier and the Carrier may destroy or sell the Consignment as if it were the absolute owner. Where a Consignment is returned to the Customer by the Carrier or a Customer arranges for the onward carriage and delivery of the Consignment by the Carrier (excluding any return to the Customer), that return or onward carriage (as the case may be) shall be at the Customer’s sole cost and expense and shall be charged to the Customer (and the Customer shall pay) at the Carrier’s standard rates from time to time in force.

10.2 Where the Carrier sells the Consignment to a third party pursuant to clause 10.1, the Carrier shall use its reasonable endeavours to obtain a reasonable price for the Consignment and shall apply the proceeds of sale to the payment of all its proper expenses and charges suffered or incurred in relation to the carriage, storage and sale or disposal of the Consignment. Any proceeds left over shall be paid to the Customer upon which the Carrier shall be discharged from all liability in respect of the Consignment. Where the proceeds of sale do not meet or exceed the total value of the Carrier’s expenses and charges, the Carrier shall charge the Customer (and the Customer shall pay) a sum equal to the shortfall.

11.1 Subject always to the provisions of this clause 11, the Carrier and Customer shall each be entitled to cancel a Booking and terminate the Contract at any time for any reason with immediate effect by notice to the other.

11.2 Where the Carrier cancels a Booking pursuant to clause 11.1 by reason of a breach of these Conditions by the Customer, the Carrier may, without prejudice to any rights or remedies it may have at law or under these Conditions, charge (and the Customer shall pay) a reasonable fee for time and effort incurred by the Carrier in connection with that Booking, up to the full value of the charges specified by the Carrier. The Carrier further reserves the right to hold the Customer liable for missed work opportunities caused by a breach of the Conditions and the cancellation of a Booking pursuant to this clause 11.2.

11.3 In the event of cancellation of any Booking for a Consignment by the Customer, the Customer shall be liable to the Carrier for the Carrier’s charges in full for the carriage of the Consignment. This clause 11.3 shall apply only to cancelled Bookings where the Carrier has collected the Consignment in question.

11.4 Where the Customer cancels a Booking after the Carrier has departed to collect the Consignment (but before collection has taken place), the Carrier may charge (and the Customer shall pay) a reasonable fee for time and effort incurred by the Carrier in connection with that Booking, up to the full value of the charges specified by the Carrier. The Carrier further reserves the right to hold the Customer liable for missed work opportunities caused by the cancellation of a Booking following the Carrier’s departure (but prior to collection).

12.1. RDS eCommerce or its suppliers will retain all Intellectual Property Rights relating to the Website, the Service, the software and all other information or materials provided to the Customer by RDS eCommerce .

12.2. Upon conclusion of the Agreement, the Customer shall be granted a non-exclusive, non-transferable, and non-sublicensable right to use the Service for the duration of the Agreement.

12.3. All Intellectual Property Rights regarding Customer’s data processed via the Service remain vested in Customer. RDS eCommerce receives a limited license to use the Customer’s data to provide the Service, including future aspects thereof.

12.4. The Customer is not authorised to make changes in the Services and is not entitled to a copy of the source files of the Services, except in cases where that is permitted under mandatory law.

13.1. RDS eCommerce endeavours to keep its Service available as much as possible. However, RDS eCommerce does not warrant uninterrupted availability.

13.2. RDS eCommerce uses its best efforts to perform maintenance with regard to its Service. Maintenance includes patches, updates and upgrades installed on RDS eCommerce sole discretion in order to increase performance and/or the security of the Service. RDS eCommerce endeavours to notify the Customer in advance when planned maintenance will have an impact to the availability of the Service. When reasonably possible, maintenance will take place when use of the Service is averagely low. Emergency maintenance may be carried out at any moment.

13.3. RDS eCommerce may from time to time change functionalities in its Service. Suggestions and feedback of the Customer are welcome, but ultimately RDS eCommerce will decide which functions will be added or changed.

13.4. RDS eCommerce does not guarantee that Service is free of malfunctions. The Customer acknowledges that the Service may be disrupted for various reasons. RDS eCommerce will endeavour to deliver a complete continuity of Service and to repair disruptions within a reasonable time. RDS eCommerce is not liable for damages resulting from the temporary unavailability of the Service.

14.1. RDS eCommerce may, at its own discretion, offer the Customer support with regard to questions about the use of the Services, as well as with technical issues related to the Services.

14.2. Support requests can be addressed to RDS eCommerce via the support form and the other channels RDS eCommerce uses for these purposes. RDS eCommerce endeavours to handle requests submitted to the help desk within a reasonable period. The time needed to resolve reported issues may vary.

15.1. RDS eCommerce will take appropriate security measures to protect the Website or the Services against the risks of unauthorized access or modifications, destruction or loss of the information that the Customer entered through the Website or Services, but RDS eCommerce can give no guarantee in this regard.

15.2. During the processing of personal data, RDS eCommerce and the Customer shall adhere to the requirements of applicable privacy laws and regulations in accordance with the Data Processing Addendum.

16.1. For the use of the Services, Customer must pay RDS eCommerce the fees as agreed upon via the online ordering process on the Website. All prices, fees or rates are exclusive of VAT, unless otherwise specified.

16.2. Additional charges may apply that are Carrier specific, including where the original instruction/transaction has changed for any reason. This may include where a requested/scheduled collection fails, due to the goods not being available or ready for collection. For when RDS eCommerce and/or the Carrier has to label, re-label, re-direct, or amend the weight or volumetric weight if this differs from the original instruction.

16.3. A congestion charge per consignment applies for certain postcodes. For a full list of applicable postcodes please visit https://tfl.gov.uk/modes/driving/congestion-charge/congestion-charge-zone.

16.4. RDS eCommerce may produce/re-produce and apply a new Carrier label, where the item(s) pass through an RDS eCommerce location, where either one is not present or scannable by the collecting courier, at the cost of £0.25 per label.

16.5. Full shipment charges will apply once the label has been downloaded on the RDS eCommerce website and the shipment registered with the carrier, unless the booking is then ‘Shipment cancelled’.

16.6. Item/consignments that are sent with the Carrier, having previously been cancelled through the RDS eCommerce portal, will be subject to a £10.00 ‘Cancelled but sent’ service charge.

16.7. Agreed Customer charges are calculated based on an expected volume per account. Should those volumes subside below the minimum expected within any four rolling week period (with a 15% threshold), the Carrier and then in return RDS eCommerce , reserve the right to increase the tariff by 9%, at one weeks’ notice.

16.8. Amounts due are to be paid in British Pound Sterling (GBP), unless any other currency was specified by RDS eCommerce at the time of concluding the Agreement or if RDS eCommerce at a later moment deviated there from In Writing.

16.9. The Customer is responsible for any costs resulting from exchange rates or foreign transactions.

16.10. RDS eCommerce is entitled to change its fee structure and/or the agreed-upon fees at any given moment and in its sole discretion.

17.1. RDS eCommerce will issue an electronic invoice for all amounts owed, except when the Customer pays the owed amounts immediately following the online ordering process on the Website.

17.2. Customer agrees to electronic weekly invoicing and will provide RDS eCommerce with an email address to which invoices may be sent.

17.3. All invoices are subject to a payment term of seven (7) days after the invoice date (as stated on the invoice), unless the invoice specifies a different payment term, or another term has been agreed In Writing.

17.4. If payment is not received within the aforementioned period, statutory interest will be owed and RDS eCommerce will send Customer a maximum of two payment reminders, each providing Customer an additional seven (7) days to pay the amounts owed in full.

17.5. Invoices that fall 8+ days overdue, will be subject to an 8% late payment fee. Invoices that then reach 15 days overdue, accounts will be placed on stop / hold. Invoices that reach 21 days overdue will be logged with our credit reference agency, Creditsafe and a Final Demand letter issued before instructing our debt recovery partner, resulting in additional fees.

17.6. If the amounts due are not paid in full within the aforementioned period then (i) RDS eCommerce will have the right to demand payment in advance for any future services, and (ii) Customer will be in default by operation of law and Customer will be liable to pay, in addition to the amounts owed, full compensation for extrajudicial and judicial collecting costs, including costs for lawyers, bailiffs and debt collection agencies, insofar permitted by law.

17.7. In the event of the Customer’s liquidation, bankruptcy, seizure or suspension of payment, all amounts owed to RDS eCommerce will be immediately due and payable by the Customer.

17.8. When RDS eCommerce has reasonable doubts regarding Customers ability to meet all future payment obligations, then RDS eCommerce is entitled to demand assurance for such future payment obligations. In case Customer is not able to provide adequate assurance, RDS eCommerce has the right to terminate the Agreement without taking into account a notice period.

18.1. Where a Company, Sole Trader or Individual enters into an agreement with us then the Company, Sole Trader or Individual agrees to ensure that at least one of the Company Directors, the Sole Trader and/or the Individual that renders our services, enters into a personal guarantee with us to guarantee all and any payments due to us from the Company, Sole Trader or Individual.

19.1. RDS eCommerce’s liability for loss and/or damages resulting from a failure in the performance of the Agreement, an unlawful act or otherwise, is limited per event to the amount (exclusive of VAT) that the Customer has paid under the Agreement during the three (3) months immediately preceding the breach, the act or omission giving rise to liability. In any event, RDS eCommerce’s liability towards Customer will never surpass GBP 25,000 per calendar year.

19.2. RDS eCommerce is only liable for direct loss and/or damage arising from an attributable failure in the performance of the Agreement, an unlawful act or otherwise. Direct loss and/or damage is solely understood to mean any and all loss and/or damage consisting of: a) the damage caused directly to tangible objects (‘property damage’); b) reasonable and demonstrable costs the Customer has had to incur in demanding that RDS eCommerce properly performs the Agreement, unless the defective performance is not attributable to RDS eCommerce ; c) reasonable costs to determine the cause and the extent of the direct loss and/or damage; d) reasonable and demonstrable costs incurred by the Customer to prevent or limit the direct loss and/or damage, insofar as the Customer can demonstrate that such costs have resulted in limitation of the direct loss and/or damage’s) reasonable and demonstrable costs for having the Agreement fulfilled by a third-party, where RDS eCommerce, after receiving notice from the Customer, fails to ensure proper performance within the reasonable term stipulated in the notice.

19.3. RDS eCommerce shall in no event be liable for indirect damage or consequential damage, including but not limited to, loss of profit, lost savings, and damage due to business interruptions.

19.4. Any limitation or exclusion of liability stipulated in the Agreement shall not apply in the event that the loss and/or damage is attributable to (i) wilful misconduct or deliberate recklessness on the part of RDS eCommerce management, or (ii) death or bodily injury.

19.5. Any right to claim compensation is at all times subject to the condition that the Customer notifies RDS eCommerce of the loss and/or damage In Writing within no more than seven (7) days of delivery for loss, or within three (3) days of delivery for damage.

20.1 The Customer shall notify the RDS eCommerce at the time of Booking of the value of the Consignment in accordance with the notification requirements set out in the tables below.

20.2 Subject to clause 19.2, the RDS eCommerce’s total aggregate liability to a Customer in respect of a Consignment shall be as set out in the tables below. The RDS eCommerce shall provide a higher limit on its liability for Consignments which relate to Consignments of value where the Customer notifies RDS eCommerce of those values and the Customer pays the additional fees as set out in the tables. The parties acknowledge and agree that RDS eCommerce’s maximum liability in respect of each Consignment will also depend on the Carrier, the service and the level of liability selected.

20.3 Included Liability for Overnight & International Deliveries will only apply where a ‘signed for’ service (either ‘neighbour’ or ‘recipient address’ only) has been requested, at the point of booking. Extended Liability will only apply where a ‘recipient address’ signed for service has been requested, at the point of booking. ‘Leave safe’ Consignments have zero liability.

20.4 Liability shall only apply, where Items are packed sufficiently for transit, through a parcel network in accordance to 7.1 and 7.2. Items that are not packed sufficiently, shall be excluded from all liability.

20.5 Where the original shipping address differs from the ‘actual’ delivery address and further instructions are required, in order for the Carrier to be able to complete the delivery, the item/consignment shall be excluded from all liability.

20.6 Where cost invoices cannot be supplied for accepted liability claims, RDS eCommerce will reimburse up to and not exceeding, 40% of the retail sale value, capped at the maximum value as set out in Table 1: Account Bookings – Same Day Deliveries within Great Britain and Table 2: Account Bookings – Overnight Deliveries.

20.7 Choosing a liability option (whether you have paid for one or not) does not mean that RDS eCommerce will become liable if you do not comply with your responsibilities under the Contract and these Conditions. For example, if your Shipment contains any items which We have warned you are prohibited or not covered under any circumstances We do not want to carry or items which you have confirmed to Us that your Shipment doesn’t contain, we will not refund the charge you paid for the liability option and we will not be liable to you for anything else.

20.8 Neither Us nor our authorised agents will be liable to you for any economic loss (which includes loss of profits, loss of business, loss of use, loss of revenue, loss of market, goodwill or other like losses) irrespective of whether the losses are direct or indirect. Neither Us nor our authorised agents will be liable to you for any losses that we could not reasonably be expected to know about at the time that the contract was made. However, we will be liable for any direct loss for the shipment value only, you incur to the extent that it results from Our breach in accordance with the limits of liability in line with the Liability Option you have chosen.

20.9 Nothing in this clause limits Our liability to you in respect of personal injury, death, fraud (including fraudulent misrepresentation) resulting from Our negligence, or any liability which at law cannot be limited or excluded.

20.10 Neither of us are liable to the other in the event of any loss of, or damage or delay to Shipments arising from events which arise from or are connected to causes beyond our reasonable control including without limitation: Acts of God; delay or cancellation of shipments, ferries, flights, railway or other transport; failure of a recipient to accept delivery of a Shipment; delays in or refusal of securing customs clearance; acts of government or other authorities; war; riot; civil commotion; malicious damage to property; blockades; strikes, lockouts or other industrial disputes (whether involving our workforce or that of a third party); compliance with any law or governmental order, rule, regulation or direction, seizure under legal process; national emergencies; fire, flood, tempest, storm or other weather conditions making performance of our obligations impracticable; accident; breakdown of plant or machinery; default of suppliers (including, without limitation, fuel) or sub-contractors.

21.1 For any Consignments stored by the Carrier at its premises, the total liability of the Carrier for any loss of or damage to such Consignment shall not exceed the sum of one thousand pounds sterling (£1,000), unless the declared value of the Consignment exceeds such sum and the Carrier has subsequently agreed in writing to a higher limitation on its liability.

22.1 The Carrier shall not be held responsible for any event beyond the reasonable control of the Carrier, which prevents it from performing its obligations under the relevant contract including, but not limited to:

22.1.1 acts, omissions or misrepresentations by the Customer, owner of the Consignment, Consignee or independent contractor or any failure of the foregoing to package and/or label the Consignment correctly pursuant to clause 7.1. The Customer acknowledges and agrees that in such circumstances the Carrier shall not be liable for any loss of or damage to the Consignment that arises out of or in connection with a failure to package and/or label it correctly;

22.1.2 natural deterioration or fragility of the Consignment (notwithstanding that it may be marked “Fragile”); and/or

22.1.3 any unforeseen circumstances or causes beyond the Carrier’s reasonable control, including but not limited to, act of God, war, riot, malicious damage, compliance with any law or government emergency procedure, accident, fire, flood, storm or industrial dispute, insufficient or improper packing, labelling or addressing, unless it is previously agreed in writing that the Carrier shall perform such task; or

22.1.4 marine risk.

22.2 The Customer shall provide to the Carrier written proof of the value of the Consignment damaged or lost and the Carrier shall be entitled to inspect the damaged Consignment

23.1. RDS eCommerce cannot be obliged to perform any obligation under the Agreement if the performance is prevented due to force majeure. RDS eCommerce is not liable for any loss and/or damage due to force majeure.

23.2. Force majeure is considered to exist in any event in case of power outages, Internet failures, telecommunication infrastructure failures, network attacks (including D(DOS)attacks), attacks by malware or other harmful software, civil commotion, natural disaster, acts of terrorism, mobilisation, war, import and export barriers, strikes, stagnation in supplies, fire, floods and any circumstance because of which RDS eCommerce is not able to perform or is prevented from performing as a result of its suppliers, irrespective of the reason thereto.

23.3. If a force majeure situation has lasted for more than ninety (90) days, both parties will be entitled to terminate the Agreement In Writing with immediate effect. The Services which in that case have been delivered by RDS eCommerce prior to the occurrence of the force majeure situation and during the force majeure situation will be paid for on a pro-rata basis.

23.4. In context of Carrier-contracts concerning the delivery of products sold by the Customer to its own customers, while making use of the Service, RDS eCommerce merely acts as an intermediary between the Customer and his customers and the Carrier. RDS eCommerce is not liable for failures in the performance of the (Carrier) agreement, since RDS eCommerce does not form a party to such agreement.

24.1. Both Customer and RDS eCommerce shall protect information that is marked as confidential, or which under the given circumstances should reasonably be regarded as confidential (“Confidential Information”), by a reasonable degree of care against unauthorized disclosure.

24.2. Each party warrants that any employees that have a need to know confidential information are bound by confidentially provisions which are at least as stringent as provided in the Agreement.

24.3. Confidential Information may be disclosed in response to a valid court or other governmental order, provided (if permitted by such order) the disclosing party is notified as soon as possible after receipt of the order and given the opportunity to seek legal redress against such disclosure, for instance by obtaining a preliminary injunction from a competent court.

24.4. Information which would otherwise be Confidential Information shall not be deemed confidential Information to the extent that the receiving party proves by written records said information: a) is or has become publicly available without any wrongdoing by the receiving party;b) was lawfully obtained by the receiving party prior to the date it was disclosed by the disclosing party;c) is lawfully obtained by the receiving party from a third party, provided that the third-party does not breach any confidentiality obligation towards the disclosing party; ord) is independently developed by the receiving party and without the use of any information of the disclosing party.

24.5. Upon first request of the disclosing party, the receiving party shall destroy or return to the disclosing party all Confidential Information received in written or other tangible forms, including all copies thereof.

25.1. The Agreement will commence upon the date of registration by means of creating an Account by the Customer and the confirmation of the registration by RDS eCommerce and will then remain in force for an indefinite period. Both parties are entitled to terminate the Agreement at any time, subject to a notice period of one (1) month.

25.2. RDS eCommerce may terminate the Agreement unilaterally and with immediate effect, in case the Customer: a) is dissolved or ceases to conduct all (or substantially all) of its business; b) is or becomes insolvent or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; c) is declared bankrupt or when an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the Customer.

25.3. RDS eCommerce is entitled to terminate the Agreement without taking into account a notice period, in case the Customer breaches the Agreement in whole or in part and fails to cure such breach within seven (7) days after receiving notice of such breach from RDS eCommerce . This does not affect any sums paid or payable by the Customer under the Agreement.

25.4. Where RDS eCommerce suspends the performance of the Agreement, RDS eCommerce will retain all its rights and claims under the Agreement and the applicable laws and regulations.

25.5. In the event that the Agreement is terminated, the amounts owed to RDS eCommerce by the Customer will become immediately due and payable (irrespective of the reason for the termination).

25.6. Any dissolution of the Agreement, in full or in part, does not affect any sums paid or payable by the Customer under this Agreement. As such, no reversal of payments shall take place.

25.7. RDS eCommerce and the Customer agree that the Customer cannot submit claims under the UK Civil Code.

26.1. Upon termination of the Agreement, the Customer will no longer be entitled to use the Services. In such event, any implemented Service must be deleted from the Customer’s systems.

26.2. After the Agreement has been terminated, RDS eCommerce will retain all data and other details of the Customer for a period of three (3) months. After this period, RDS eCommerce will have the right to delete all data and other details of the Customer from the RDS eCommerce systems.

27.1. RDS eCommerce is entitled to amend the Agreement, including these Terms and Conditions at any time provided it announces the proposed changes or additions to the Customer via the Website, the Service or otherwise In Writing, at least thirty (30) days prior to the date these changes or additions take effect.

27.2. Changes or additions that are not significant or those required by applicable mandatory law may be made at any time.

27.3. During the aforementioned period of thirty (30) days, the Customer may object, In Writing, to the proposed changes or additions -excluding those pursuant to Article 26.2. RDS eCommerce will then reconsider and withdraw the amendment if it considers the objection well-founded. However, if RDS eCommerce decides to implement the amendment despite the objection, the Customer will be entitled to terminate the Agreement as of the moment the amendment takes effect. Use of the Services after the date of effect shall constitute Customer’s acceptance of the amendment.

28.1. The Agreement shall be governed by UK law, excluding any conflict of law provisions contained in UK law.

28.2. To the extent not otherwise provided for in mandatory law, all disputes related to the Service or the Agreement will be submitted to the competent UK court in the jurisdiction where RDS eCommerce has its registered office.

28.3. Parties will first appeal to a court after they have made reasonable effort to resolve the dispute in mutual consultation.

28.4. The versions of logs, measurements and communications received and saved by RDS eCommerce (including administration) will be considered authentic, subject to evidence provided by the Customer to the contrary.

28.5. The Customer agrees that RDS eCommerce can transfer the rights and obligations attached to RDS eCommerce under the Agreement to a third party.

28.6. If one or more provisions in these general terms and conditions become null or are declared nullified, the other provisions in these general terms and conditions will remain applicable in full. RDS eCommerce and the Customer will then discuss new provisions to replace the null or nullified provisions, with as much observance of the purpose and intent of the original provisions as possible.

28.7. If the Customer moves or if the Customer’s billing address, banking details, contact details such as e-mail address, or any other information relevant to RDS eCommerce changes, the Customer must notify RDS eCommerce as soon as possible about such.

The below Data Processing Addendum is entered into by and between the Customer (“Controller”) and RDS eCommerce (“Processor”). This Data Processing Addendum applies to the processing of personal data through the Services provided by the Processor and forms an integral part of the Agreement.

1.1. In this Data Processing Addendum, “GDPR” means the General Data Protection Regulation as well as all laws and regulations that may replace this regulation in the future.

1.2. Terms defined in the GDPR have the same meaning in this Data ProcessingAddendum unless another definition is given here.

1.3. “Personal Data” means personal data (as defined by the GDPR) relating to the Controller or its customers and/or other contacts.

1.4. “Sub-Processor” means a legal entity or person, not being a member of the Processor’sstaff, who is or will be engaged by the Processor for the purpose of providing products or services to the Controller on the Processor’s behalf, for which purpose the engaged person or entity may receive or have access to Personal Data.

2.1. The Processor and the Controller will each warrant compliance with the laws and regulations applicable to them, including in any event the laws and regulations related to the protection of Personal Data, such as the GDPR.

2.2. The Processor will only process Personal Data in accordance with the applicable laws and regulations and the written instructions of the Controller as set out in the Agreement.

2.3. The Processor will keep secret all Personal Data which it receives from the Controller, or to which it is given access by the Controller, and the Processor will not disclose or make this data accessible to third parties (other than permitted Sub-Processors) without prior written permission from the Controller, unless the Personal Data must be disclosed to a party authorised to receive such data (such as a supervisory authority, investigating officer or court) pursuant to a written obligation.

2.4. With respect to all Personal Data and instructions issued by the Controller to the Processor, the Controller guarantees that it has the necessary authority. The Controller will indemnify the Processor against any form of harm and/or third-party claims that may arise from, or be related to or based on, an assertion that the Controller was not authorised to issue certain Personal Data or a certain instruction to the Processor.

2.5. All subsidiaries, sister companies and parent companies in the Processor’s group have the same rights and associated obligations under this Data Processing Addendum as the Processor.2.6. The Processor is entitled to charge the Controller any costs incurred in complying with the Controller’s requests under this Data Processing Addendum or applicable data protection laws and regulations.

3.1. The Processor will process the Personal Data only to the extent necessary in order to supply the agreed Services to the Controller including improving those Services, or to fulfil a legal obligation. In case of processing connected to a legal obligation, the Processor will at the Controller’s request specify In Writing what processing it will perform in connection with which legal obligation.

3.2. The Personal Data, of Controller’s customers, that can be processed by the Processor on behalf of the Controller in using the Services may include one or more of the following data:

• contact details (such as name, e-mail address, telephone number);
• delivery details (such as delivery address);
• product data (such as weight, dimensions of the parcel, content of the package).

3.3. The Controller warrants that the aforementioned list of categories of Personal Data is exhaustive and shall inform the Processor with undue delay of any changes necessary.

4.1. The Processor and the Controller will put in place appropriate technical and organisational measures to secure the Personal Data against loss or any form of unlawful processing, including unnecessary collection, disclosure, or further processing. A description of technical and organisational measures taken by the Processor will be provided to Controller on his request.

4.2. The Processor does not guarantee that the security measures are effective under all circumstances. The Processor will endeavour to ensure that the security measures are of a reasonable level, having regard to the state of the art, the sensitivity of the personal data and the costs related to the security measures.

4.3. The Processor and the Controller will give their staff members and permitted Sub Processors access to the Personal Data only to the extent necessary for the permitted processing purposes.

4.4. The Controller will only make the Personal Data available to the Processor if it is assured that the necessary security measures have been implemented.

4.5. The parties acknowledge that effective security requires frequent evaluation and regular improvement of outdated security measures. The Processor will not materially decrease the overall security of the Service during the term of the Agreement.

5.1. The Controller hereby gives the Processor general permission to engage Sub Processors for the processing of the Personal Data, provided that the Processor abides by the applicable requirements of the GDPR and/or other applicable privacy legislation in doing so.

5.2. Processor shall inform Controller on his request about which Sub-Processors are engaged by Processor. Processor endeavours to inform Controller about any planned change in the used Sub-Processors, in which case Controller has the right to object (In Writing, within two weeks and supported by arguments) to the proposed change in Sub Processors. Should Controller object to such change, then the parties will jointly endeavour to find a reasonable solution. If parties cannot come to a solution, then Processor is allowed to make the planned change in the used Sub-Processors and Controller is allowed to terminate the Agreement on the date that Processor will actually make the change in the used Sub-Processors.

5.3. The Processor will (i) contractually oblige every Sub-Processor to comply with the same or equivalent obligations to processing as those by which the Processor is bound under this Data Processing Addendum, and (ii) remain liable to the Controller for the performance of the Data Processing Addendum by the Sub-Processors and all other acts or omissions of the Sub-Processors in connection with the processing of the Personal Data.

6.1. The Processor will not process or allow any Sub-Processors to process Personal Data in countries outside of the European Economic Area (“EEA”) without a suitable level of protection, unless appropriate guarantees are in place as required by the GDPR (such as the EU Standard Contractual Clauses or binding corporate rules).

7.1. In the event of a personal data breach (as defined in Article 4 (12) of the GDPR), theProcessor shall notify the Controller thereof without undue delay, and in any event not later than forty-eight (48) hours upon the discovery of the personal data breach, after which the Controller shall determine whether or not to inform the relevant data subjects and/or the relevant supervisory authority.

7.2. If required under applicable data protection law, the Processor shall fully cooperate in notifying the relevant data subjects and/or the relevant supervisory authority.

8.1. If a data subject sends the Processor a request to access, improve, supplement, change or block their data, or submits a complaint to the Processor, the Processor will forward the request or complaint to the Controller and the Controller will follow up on the request or complaint. The Processor may inform the data subject that it has done so.

8.2. At the Controller’s request and when reasonably necessary, the Processor will provide support to (i) allow data subjects access to their own Personal Data, with the approval and on the instructions of the Controller, (ii) delete or correct Personal Data, (iii) show that Personal Data have been deleted or corrected if they were incorrect (or, if the Controller does not agree that the Personal Data were incorrect, record the fact that the data subject considers their Personal Data to be incorrect) and (iv) otherwise make it possible for the Controller to comply with its obligations under the GDPR or other applicable legislation in the area of processing Personal Data.

9.1. In case applicable privacy legislation requires a data protection impact assessment (as defined in Article 35 of the GDPR) to be conducted or prior consultation with a supervisory authority is deemed necessary (in accordance with Article 36 of the GDPR), before the intended processing under the Agreement may be carried out, then processor shall provide Controller with assistance to the extent necessary and reasonable.

10.1. The Controller is entitled to arrange that a suitable external party who is acceptable to the Processor performs an audit in order to determine whether the Processor complies fully and correctly with this Data Processing Addendum. This party will be bound by confidentiality towards third parties.

10.2. In conducting the audit, an attempt will be made to minimise any impact on the Processor’s business operations. Audits will be performed once per year at most, unless the Controller has specific grounds for suspecting that the Processor is not complying or not complying fully with its obligations and the Controller has communicated these suspicions In Writing to the Processor, substantiated with facts. The audit will be announced at least thirty (30) days in advance.

10.3. The Processor will cooperate in the audit and will make available any information and employees that may reasonably be relevant to the audit (including supporting information such as system logs) as soon as possible.

10.4. If the audit shows that the Processor has materially failed to comply with this Data Processing Addendum, the Processor will put in place at its own expense all measures necessary to remedy any observed breach as quickly as possible.10.5. If the audit shows that the Processor has not failed to comply with this Data ProcessingAddendum, the Controller will bear the costs of the audit (including the reasonable costs incurred by the Processor in cooperating with the audit).

11.1. This Data Processing Addendum is entered for the duration set out in the Agreement.

11.2. In the event that the provision of Services to the Controller is discontinued, the Processor will -at the choice of the Controller–and subject to Article 15 (EXIT) of these Terms and Conditions, delete or return all Personal Data to Controller, and delete any existing copies, unless further storage of the Personal Data is required by law.

11.3. The parties may only amend this Data Processing Addendum In Writing and subject to mutual consent.