CUSTOMER TERMS AND CONDITIONS Version: v1.0
Terms and Conditions created
Sanctions clause added
“CHANNELSHIPPER”® TERMS AND CONDITIONS
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES
I. THESE TERMS AND CONDITIONS GOVERN YOUR USE OF THE CHANNELSHIPPER® SERVICE (FOR BUSINESS CUSTOMERS ONLY)
A. References to “You” or “Your” are references to your company or organisation that has entered into the General Terms and is the registered organisation or company name for the Account.
B. Any references to “We” or “Us” or “Our” means StoreFeeder Limited, a company incorporated in England and Wales (number 06585175) with its registered address at 185 Farringdon Road, London, EC1A 1AA.
C. StoreFeeder Limited’s business is an online postage and ordering solution called ChannelShipper®.
D. ChannelShipper® is StoreFeeder Limited’s trading name. By using the Channel Shipper Service, You are entering into a contract with Us, StoreFeeder Limited.
II. IMPORTANT: SERVICE SUPPLY DURING “BETA TESTING”
A. Please note that the ChannelShipper service may be made available to You for use when it (or part of it) is under development (“In Beta”).
B. While it (or part of it) remains In Beta that part of the ChannelShipper service which is In Beta:
1. Is offered to you to use free of charge and as such, the charges set out in clause 5 may not apply, in whole or in part.
2. We will use our reasonable endeavours to provide you with an effective service but the part of the ChannelShipper service which is In Beta is provided “as is”.
3. Subject to clause 10.1 StoreFeeder limited takes no responsibility for the part of the ChannelShipper service which is In Beta, or for your use of it and Your use of that part of the ChannelShipper service which is In Beta will be deemed acceptance of this limitation of Our liability to You.
III. SUBSCRIPTION AND ACCESS
A. In return for You paying Our Charges and buying the ChannelShipper Service (which are described in more detail below) We, StoreFeeder Limited, are making the ChannelShipper Service available to You.
B. By using the ChannelShipper Service You are agreeing to be bound by these Terms.
C. If we accept your application to create your Account, We are giving You a non-exclusive, revocable, licence to Use the ChannelShipper Service under these Terms. For the avoidance of doubt, We owe no obligations to You in relation to these Terms until We have completed and accepted the registration of Your Account.
D. Except as set out in these Terms, Your rights to Use the ChannelShipper Services is only for You and Your Users (details of who Your Users are is set out in clause 1.1 below) and for the purposes set out in these Terms. You are not permitted to allow others to Use the ChannelShipper Service (either by making the ChannelShipper Service available for free to others or by making a charge for them).
IV. CHANNELSHIPPER® and CLICK AND DROP®
A. ChannelShipper® is an online postage and order processing solution owned and operated by StoreFeeder Limited.
B. Royal Mail also owns and operates an online postage and order processing solution known as “Click and Drop®”. The Click and Drop solution is similar to the ChannelShipper solution.
C. StoreFeeder Limited is owned by Royal Mail.
D. It is important to emphasise that Royal Mail’s Click and Drop® is a different service to StoreFeeder’s ChannelShipper® service. This means that even though StoreFeeder Limited is owned by Royal Mail it is a separate and independent business.
E. If You have previously been using Royal Mail’s Click & Drop® service, You may have chosen to upgrade to the ChannelShipper Service. In the event You decide to stop using ChannelShipper and restart using Click and Drop®:
1. We will ensure that any Customer Data, that matches the features and services supported in Click and Drop® service is transferred from your closed ChannelShipper ® account to your still active Click & Drop® account.
2. For clarity, any Customer Data generated through the use of ChannelShipper’s exclusive, additional service features, will no longer be available to You through the Click & Drop® account.
F. If you choose not to open a Click & Drop® account, Your account will be closed. Your Customer Data will be held for 14 calendar days before it is deleted. Should you require access to this data during the 14-day period, you will have to do so via our customer service department. If you change your mind about closing Your account, within this 14-day period, you may contact our customer service department to reinstate your account.
G. If you do not currently have an active Click & Drop ® account with the Royal Mail Group, you will be given the opportunity to open a Click and Drop® account and retain only the data that matches the features and services supported by the Click and Drop® service.
H. ChannelShipper® is not a delivery company. The ChannelShipper Service utilises a third-party Delivery Company to physically collect and deliver Your Item.
I. These Terms contain the entire agreement between You and Us and overrides any agreements We and You may have had before (either spoken or written) and in particular replace all previous terms and conditions You may have agreed in relation to Royal Mail’s Click & Drop® service.
V. TRIAL PERIODS
A. The ChannelShipper Service has an initial free Trial Period. During this Trial Period these Terms will apply to You.
B. If during this Trial Period, or at any time afterwards, You decide to stop using the ChannelShipper Service, these Terms will no longer apply to You. If You were a Click and Drop® customer who was trialling the ChannelShipper Service and you terminate the Free Trial then, You will automatically return to Royal Mail’s Click & Drop® service and their terms and conditions will then apply, and these Terms will no longer apply (more detail is given in clause 14.1 below).
- In these Terms these words and phrases have the following specific meanings:
- Access:means access to the Account and the Site as appropriate for the Use of the ChannelShipper Service;
- Access Details:means the Username and password that You have set up to obtain Access to the Account and the Site;
- Account:means the account set up with Us to Access the ChannelShipper Service;
- ChannelShipper Materials: means information, data, and all Documentation made available to You by the provision of the ChannelShipper Service;
- Charges: means the charges payable by You (including the monthly Service Charge) as calculated by the interactive Charges Schedule and in accordance with clause 5 below;
- ChannelShipper Service: means all aspects of the online postage and order processing solution and Our System. The detail of these services is set out in the Schedule;
- Customer Data:means any documentation, data or information that You upload to the Site, (including Your customer’s first name, last name, address (including postcode) and where applicable telephone number, email address and any details about the Item that you are sending. This data may include Personal Data as defined below;
- Data Controller:means data controller as defined in the Data Protection Legislation;
- Data Protection Legislation:means all applicable laws that relate to data protection, privacy, the use of information relating to individuals, and/or the information rights of individuals including, without limitation, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice Interception of Communication) Regulations 2000, the Consumer Protection from Unfair Trading Regulations 2008, from 25 May 2018 the General Data Protection Regulations (EU) 2016/679 (“GDPR”) , the UK Data Protection Act 2018, and any relevant national laws implementing Directives 95/46EC, 2002/58/EC 97/66/EC and 2016/679, all as amended or replaced from time to time and including and data protection laws substantially amending, replacing or superseding the GDPR following any exit by the United Kingdom from the European Union;
- Data Subjects:means data subjects as defined in the Data Protection Legislation;
- Delivery Company: means the third-party delivery company (such as Royal Mail’s parcel services) made available by Us to You in the ChannelShipper Service and in accordance with that Delivery Company’s own terms;
- Documentation:means the documentation, procedures and related materials made available by Us in connection with the Site and the Services (including any documentation facilitating the use of the Software);
- Group:means at any time the relevant person and (for the time being and from time to time), any holding company of it and any subsidiary of any such holding company (the terms "holding company" and “subsidiary” being as defined in section 1159 of the UK’s Companies Act 2006);
- Intellectual Property Rights:means intellectual property rights, including (without limitation) patents, trademarks, design rights, copyrights, database rights, trade secrets, trade names, goodwill, know-how, rights in computer software and all rights of an equivalent nature anywhere in the world, together with any applications or rights to apply for the foregoing;
- Item:means the product on or to which a Postage Label is printed or attached;
“Our System” “System” means Our computing systems and environment, consisting of hardware, software (including the Software) and communication networks that We use to provide You with the Services;
- Manifest: means the process of reconciling the purchase of a Postage Label for an Item through the ChannelShipper Service and the actual despatch of that Item by the Delivery Company; and an Item has been Manifested when it has been irrevocably sent to a Delivery Company for despatch.
- Personal Data:means personal data as defined in the Data Protection Legislation.
- Postage Label:means a postage label created using the ChannelShipper Service displaying a Postage Mark and the address of the recipient of the Item and that may indicate the address of the sender of the Item.
- Postage Mark:means a postage mark included in a Postage Label that indicates, among other things, that postage has been paid on an Item and which enables the sender of the Item to access certain postal services;
- Processing:means processing as defined in the Data Protection Legislation, and process and processing shall be interpreted accordingly;
- Site:means the website or any other website operated on behalf of Us that enables your use of the ChannelShipper Service;
- Service Charge: the upfront monthly charge payable by You to use the ChannelShipper Service.
- Software:means all computer software (including any underlying source code and any associated designs and Documentation files) made available to You from time to time on, through or via the Site or the ChannelShipper Service;
- Technical Specification: means the detailed guidance given for using the ChannelShipper Service as set in the Schedule.
- Terms:means these terms and conditions;
- Transaction: means each order of a Postage Label for an Item using the ChannelShipper Service;
- Trial Period: means any period of time agreed in writing by Us when Your obligation to pay the Charges shall not apply;
- Use:means Your use of the Site and/or the ChannelShipper Service to carry out a Transaction in accordance with these Terms;
- User: means an individual authorised by You to Access the ChannelShipper Service on Your behalf subject to these Terms;
- Your System: means Your computing systems and environment, consisting of hardware, software, and communication networks that You use to process and store the Customer Data and/or to create Postage Labels.
- Any reference to:
- 'Writing' includes communication by email; and
- Legislation is a reference to that legislation as from time to time amended, extended, re-enacted, or consolidated and all statutory instruments, orders, by-laws, directions and notices made pursuant to it whether made before or after the date of these Terms.
- SUPPLY OF SERVICES
- The ChannelShipper Service shall be available for You to use when you agree to these Terms and when You have paid the Service Charge as set out in clause 5.
- ChannelShipper® is not a delivery company. The ChannelShipper Service utilises a third-party Delivery Company to physically collect and deliver Your Item. While We shall use Our reasonable endeavours to ensure that the Delivery Company meet any agreed delivery times, any such times shall be estimates only and time shall not be of the essence for performance of the ChannelShipper Service. Issues in relation to the delivery of Your Item should be taken up with the designated delivery company whether Royal Mail or other courier company.
- We shall have the right to make any changes to the ChannelShipper Service which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Channel Shipper Service. We will inform You if any changes We my make materially affect the nature or effectiveness of the ChannelShipper Service.
- We will use reasonable care and skill when We provide You with the ChannelShipper Service.
- Free Trial. In circumstances where You have taken a Free Trial Your right to use the ChannelShipper Service shall end automatically at the end of the Trial Period unless payment for any ongoing ChannelShipper Service has been made in accordance with these Terms.
- ACCESS AND SECURITY FOR YOUR ACCOUNT
- After we have provided You with the relevant credentials to Access the Account, You and any User will implement and maintain sufficient security procedures and measures (including those set out in the Documentation and in clause 11.5 below) to ensure that Access details (including all passwords created to Access the Account) are kept strictly confidential.
- You must notify us immediately in writing if, You or a User suspect that:
- Any Access details or any security procedures are lost or misused or are disclosed to or are known by any person other than one of the Users, or
- Any Access details have been stolen, or
- There is any failure to comply with our instructions and guidelines.
- We are not responsible or liable for any wrongful use or security breach on Your Account, nor any losses incurred by You or Users where You have failed to comply with these Terms.
- We reserve the right to suspend or invalidate the Access details at any time and at Our discretion without notice if the security of Your Account appears to have been compromised whether that has been caused by failures in Your security measures and/or Your Systems or failures in Our Systems or security measures.
- INDIVIDUAL TRANSACTIONS
- These Terms apply to each separate Transaction entered into by You.
- The method of entering into a Transaction is set out in the Schedule.
- You shall ensure that all Users are aware of these Terms and follow such instructions and prompts as are shown on the Site or provided to You from time to time in order to carry out a Transaction.
- We will not be under any obligation to enter into or accept any proposed Transaction. A Transaction will only be treated as having been accepted by Us, if at the time We indicate our acceptance of it to You via the Site. A Transaction may be declined by the Delivery Company in accordance with their standard terms.
- By printing off and using the Postage Label and / or Postage Mark You are acknowledging that the Delivery Company’s terms will apply to each individual Transaction for the delivery of Your Item.
This Clause and the sums calculated by the interactive Charges Schedule sets out details of Our Charges.
- The amounts chargeable for the ChannelShipper Service are variable and depend upon a number of different factors. The amount You will be charged is calculated and set out in accordance with the interactive Charges Schedule.
- The method of calculating these Charges may be updated from time to time. Any such changes will be reflected in the interactive Charges Schedule; accordingly, You will have the opportunity to stop using the ChannelShipper Service in the event You are not happy with any such Charges variation.
- ChannelShipper is not a delivery or courier company. The actual delivery of Your Item is the responsibility of the chosen Delivery Company (for example Royal Mail). The charge for the delivery of Your Item is not set by Us and we have no control on the sums so charged.
- Trial Period:
- We may agree a “free trial” of the ChannelShipper Service for a specified Trial Period.
- Confirmation of any Trial Period will be made by Us by placing a note on Your Account. This note will confirm the start and end date of any Trial Period.
- Until such time as this note of the Trial Period has been placed on Your Account You are required to pay the usual Charges for any ChannelShipper Service You may choose to take.
- Where a ‘free trial’ has been agreed with You in writing Your obligations to pay the Charges are suspended for the Trial Period only.
- At the end of the Trial Period Your obligation to pay the Charges for the ChannelShipper Service in accordance with Clause 5 and the Charges Schedule [hyperlink] will start. Any ongoing use of the Channel Shipper Service by You after the Trial Period has come to an end will be Your acceptance that Your obligation to pay the Charges has started.
- Beta Testing: in addition to any Trial Period, we may also offer some customers free access to additional functionality when new add on services are being tested (“Beta Testing”). If you are offered free access to these additional services during Beta Testing then this is on the basis that, subject to clause 10.1 which will still apply, the additional services are offered without liability on our behalf and for the period of the Beta Testing only. Access to these additional services during Beta Testing, on either a paid or free basis, may be withdrawn by us at our discretion. We will endeavour to give you reasonable notice when such access is to be removed.
- Service Charge:
- A Service Charge is payable to use the ChannelShipper Service.
- The amount of the Service Charge is variable. It is based upon the number of orders that You anticipate will be sent each month in accordance with your Customer Confirmed Usage (see clause 5.6 below).
- The amount of the Service Charge payable is set out in the Charges Schedule [hyperlink] unless an alternative Service Charge is agreed with You buy Us in writing.
- Customer Confirmed Usage:
- Your Service Charge is based upon Your initial declaration of how many orders You estimate You will process in a Month; this is referred to as the Customer Confirmed Usage.
- If Your actual usage in any Month period is less or more than Your Customer Confirmed Usage, then You can update Your Customer Confirmed Usage by informing us in writing by following this link [link to facility for informing ChannelShipper]. We will check Your actual usage and adjust Your Service Charge as is appropriate.
- We reserve the right to check and confirm Your Customer Confirmed Usage. If Your actual usage in any Month period is different then we may adjust Your Service Charge accordingly. We will not usually adjust the Service Charge if Your actual usage is plus or minus % of Your Customer Confirmed Usage.
- Any adjustments to Your Service Charge will apply for the Month following Our written notification to You that Your Service Charge has been adjusted.
- Service Charge payment frequency.
- You will be charged Your Service Charge a Month in advance.
- Ongoing Service Charge payments shall be paid in advance for each subsequent Month from when Your first Service Charge payment was made.
- Payments must be made by way of credit, debit card payment, direct debit or bank transfer.
- Consequences of failure to pay the Service Charge
- Failure to pay the Service Charge on the due date, may lead to the suspension of Your account and Your right to use the ChannelShipper Service.
- If any Service Charge has not been paid within 14 calendar days of its due date, Your Account may be closed without further notification to You.
- Service Charge amendments
- We reserve the right to increase Our Charges.
- We will provide 30 days’ written notice of such an increase. Any such increase shall take effect in the Month following our written confirmation of the increase.
- INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY
- All right, title, interest and Intellectual Property Rights in the Site, the Services and ChannelShipper Materials belong to and shall remain vested with Us. Access to or use of the Site or the ChannelShipper Service does not grant You or the User any ownership right in the Site, Services or ChannelShipper Materials.
- To the extent that You may acquire any Intellectual Property Rights in the Site, the ChannelShipper Services, ChannelShipper Materials, any documentation provided by Us to facilitate use of the Site and any underlying Software, You shall immediately assign or procure the assignment of such Intellectual Property Rights to Us with full title guarantee (including by way of present assignment of future Intellectual Property Rights) and shall execute all such documents as We may consider necessary to give effect to this clause.
- We will have the conduct of all claims, disputes and proceedings arising from any third-party claims in relation to Our Intellectual Property Rights (including any proceedings to which You are a party). We will, in our sole discretion, decide what action (including litigation, arbitration, mediation or compromise), if any, to take in respect of such claims, disputes and proceedings. We will not be obliged to bring or defend any proceedings in relation to any such Intellectual Property Rights.
- You shall not, and will not assist or facilitate any third party to:
- Attempt to copy, modify, duplicate, create derivative works from, mirror, republish, download, display, transmit, distribute;
- Attempt to decompile, reverse compile, disassemble, reverse engineer or otherwise reduce to a human-perceivable form; or
- Build, or attempt to build a product or service from the software and/or any ChannelShipper Material. In addition, you shall ensure that you, your employees, agents or any user does not delete or amend any copyright or other notices displayed on the ChannelShipper Materials or any copies of them.
- Subject to clause 6.6 below, if You want to use any of our owned or licensed branding, marks or other intellectual property rights in relation to the Channel Shipper Services, then except as expressly allowed under this clause, You may only do so with our prior written consent and only on the condition that Your use is in compliance with any of our branding guidelines.
- We reserve the right to, at any time, to require You to use or display any of our owned licensed branding, marks or other Intellectual Property Rights on or in relation to the ChannelShipper Services and/or on a Postage Label. If We require You to do this, We also reserve the right to direct You as to the form, content, look or feel of the branding, marks or other Intellectual Property Rights that We are requiring You to use or display.
- We will treat any information exchanged between us under these Terms as confidential and will not share any of its content with another person without the other’s written consent or where expressly stated in these Terms that such information can be shared.
- WARRANTIES AND REPRESENTATIONS
- We have used our reasonable efforts to ensure that the ChannelShipper Materials are compiled from sources that We believe to be reliable and accurate. We do not guarantee or warrant the accuracy or currency of the ChannelShipper Materials and the ChannelShipper Materials may be incomplete or condensed and may be subject to change without notice.
- All warranties and representation are excluded from these Terms to the extent possible in law, and We do not warrant that the Site, the use of the ChannelShipper Services or the ChannelShipper Materials, will be uninterrupted or error free.
- Any Software forming part of the ChannelShipper Materials is provided "as is".
- The Site may contain links to other websites, which in turn may contain material that has been produced by third parties not affiliated with Us. We have no control over those other websites and accept no responsibility or liability for information or content provided on such websites.
- Any opinions or recommendations expressed on such other websites are solely those of the relevant third party and are not Our opinions or recommendations. The existence of a link from the Site to any other such website does not constitute a recommendation or other approval by Us of such website or any third party.
- Both You and We shall, at all times, comply with each of our obligations under the Data Protection Legislation in performing our obligations under these Terms. You will ensure that, whenever You provide Us with or permit Us to access Personal Data or Customer Data for Us to process in performing Our obligations under these Terms, such provision or access for that purpose is lawful and that We may lawfully so Process that Personal Data.
- Without prejudice to the generality of clauses 9.1 and 9.2 above, before providing us with or permitting us access to any Personal Data under these Terms, You will ensure that, or You will procure that the Data Subjects concerned:
- Understand that We will be Processing their Personal Data;
- Have been provided with such information as is required by the Data Protection Legislation regarding the collection, use, processing, disclosure, and overseas transfer of their Personal Data;
- Have provided their valid consent to our processing of their Personal Data under these Terms or that another legal basis for such Processing is satisfied; and
- Are aware of their rights under the Data Protection Legislation and how to exercise these.
- You will, from time to time and on request, provide such evidence as We may reasonably request to demonstrate Your compliance with conditions 9.2 and 9.3.
- You shall indemnify us for any loss incurred by Us in relation to Your breach of conditions 9.2 and 9.3 above.
- LIABILITY AND INDEMNITY
- Nothing in these Terms will exclude or limit any person's liability for death or personal injury caused by its negligence, or fraud, or any other liability that cannot be excluded or limited under applicable law.
- Subject to clause 10.1, any liability under these Terms relating to the Services shall be limited to the amount of Charges paid by You for the ChannelShipper Service over the previous 12 months and no additional liability is created by these Terms whether directly or indirectly in connection with:
- Your Access to or use of the Site, the Services or the ChannelShipper Materials;
- Any delay in or failure of the transmission or the receipt of any instructions, orders, notifications or other communications sent via or through the Site or the ChannelShipper Service;
- Any Customer Data or ChannelShipper Materials being corrupted or inaccurate (whether in their delivery or receipt, by the Site, by the ChannelShipper Service, or otherwise);
- ChannelShipper is not a delivery or courier company. The actual delivery of Your Item is the responsibility of the chosen Delivery Company (for example Royal Mail). Except in the event of failure to perform Our obligations under these Terms the liability for the actual delivery of Your Item is the responsibility of the chosen Delivery Company whose terms and conditions shall apply to each individual Transaction.
- In addition to any liability that You may have under these Terms You are responsible for and accept full liability for all of Your and Your Users’ acts and omissions.
- You agree that the exclusions and limitations set out in these Terms are reasonable in light of:
- The nature of the Site and the ChannelShipper Service and the technology used to underpin them (including, without limitation, that the Internet is not a completely reliable transmission medium), and
- The rights which you have under the contract for delivery of Your Item with the Delivery Company; and
- The availability of insurance against the risks and losses which might arise in relation to the delivery of Your Item with the Delivery Company as is reflected in the Charges.
- In respect of any other liability not covered by this clause our total liability to You shall be limited to the amount paid by You for the ChannelShipper Service over the previous 12 months.
- In the event of any inconsistency between this clause 10 and any other provision in these Terms, this clause 10 will prevail.
- In the event that You do not implement the ChannelShipper Service in accordance with the Technical Specification and You suffer any loss or damage as a result of Your failure to implement the Technical Specification in the manner set out in the Documentation this will be Your responsibility and any costs associated with such loss will also be Your responsibility.
- YOUR OBLIGATIONS
- You are responsible for the functionality or performance of Your System to ensure that You can benefit from the ChannelShipper Service. We will not supply, maintain, or support Your System. In particular, We are not responsible for the quality of reproduction of a Postage Label, address or logo on an Item to the extent that the quality is affected by Your System.
The following are minimum technical specification requirements for optimal performance of the ChannelShipper Service Please note that this may be subject to future change as the ChannelShipper Service are developed. Any changes will be advised at the time of their deployment:
- Supported browser versions: ChannelShipper is built and tested on the below browsers and platforms. We actively support the latest version and the previous 2 revisions:
- Google Chrome (latest version) Windows, Mac OS X
- Apple Safari (latest version) Mac OS X
- Microsoft Edge (latest version) Windows
- Mozilla Firefox (latest version) Windows, Mac OS X
- Supported operating systems: the ChannelShipper Service is optimised for the most recent versions of Microsoft Windows and Apple IOS on Desktop machines. Performance may be impaired on older operating systems or on devices with low screen resolutions.
- Required Software: In order to view and print Your labels, You will require a .pdf file type reader such as Adobe Acrobator equivalent.
- Required hardware: The labels and other documents produced by the ChannelShipper Service are compatible with all modern printers.
- Internet connection: You must be connected to the internet.
At any time, We may choose to carry out testing of ChannelShipper Service using Our own testing procedures and environment to ensure that the ChannelShipper Service is performing functionally as required. This testing may check that the ChannelShipper Service meets operational deployment requirements and information security vulnerability obligations. Where testing established that the ChannelShipper Service were performing functionally as required, this would invoke clause 11.1. Unsuccessful testing would require Us to further investigate the issues identified and may require Your reasonable co-operation to help Us understand how these can be resolved.
Any testing or failure to carry out such testing does not waive Your responsibilities under these Terms.
- You will ensure that Your System is connected to the internet and has one of the supported browser’s detailed in 11.1.1. If You download and install any Software from Us onto Your Systems, You are responsible for ensuring it is compatible with Your Systems. We do not recommend that You have any other software loaded onto any PCs using the ChannelShipper Service.
- You guarantee and warrant that all information that You provide to Us is true and accurate at the time that such information is provided and can be relied upon to enable Us to provide the Services to You.
- You must provide us promptly on request with all information that We may reasonably require from time to time in connection with
- Your Access or Use of the Account and/or the Site and the Services, and
- Any Transactions.
- You must comply with any of our policies and standards that We notify You as being applicable to Your use of the Services, including (but not limited to) the operational requirements set out in the Schedule. Without prejudice to the generality of the foregoing You must comply with any reasonable security standards and requirements notified by Us to You from time to time, including the following requirements:
- When interacting with Our System, You must authenticate the identity of Your System;
- In relation to the transport or exchange of messages between You and Us (or Our authorised representatives) You must use SSL/TLS and/or other ciphers approved by Us;
- You shall ensure that Your System is continuously protected against unauthorised access (remote or otherwise), malware attacks, malicious code, destruction or unauthorised alteration which may affect the ChannelShipper Service or Our Systems;
- You shall maintain a secure audit log of Users that You have given access to and retain such records for 1 (one) year after access has been terminated.
- VIRUSES, HACKING AND OTHER OFFENCES
- You must ensure that You and any User does not:
- Knowingly introduce any viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful into the Site or the ChannelShipper Service (including, but not limited to the Software); or
- Attack the Site or the Services (including the Software) via a denial-of-service attack or a distributed denial-of-service attack; or
- Use the Site or the Services (including the Software) for any purpose which is unlawful, abusive, libellous, obscene, or threatening.
- A breach of clause 12.1 may constitute a criminal offence. We may report any such breach (whether actual or suspected) to the relevant law enforcement authorities and You, and the users must co-operate with those authorities by disclosing Yours and the users' identity to them.
- We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect Yours or the users' computer equipment, computer programs, data, or other proprietary material due to Use of the Site or ChannelShipper Service or accessing or downloading any ChannelShipper Materials.
- We will notify You of any amendments to these Terms by notice on the Site.
- Any amendment will take effect on such date as We specify and will be no earlier than when any applicable law or regulation may require, but otherwise may be immediately where the amendment is to reflect a change of applicable law or regulation and at least seven (7) days after despatch of the notice or posting on the Site. You will be deemed to have accepted any such amendment if You or a User continues to access and Use the Site or the ChannelShipper Service after the relevant date.
- ENDING OR SUSPENDING THESE TERMS
- Either party may terminate this agreement immediately if the other is breaching any of its responsibilities under these Terms.
- A failure to pay the Service Charge may result in a suspension of your account in accordance with clause 5.8 above.
- We may terminate this agreement by either:
- Giving You 1 month written notice; or
- If You fail to pay the Service Charge within 14 days of its due date, whereupon We may terminate with this agreement with immediate effect.
- Allowing the account to lapse by not using the ChannelShipper Service for material period of time for more than
- . Your registered Account Administrator may terminate this agreement at any time by giving Us 30 days’ notice via their administration account.
- On termination of this agreement for whatever reason:
- Yours and the Users' right to Use the Site and the ChannelShipper Service will cease immediately; and
- We may terminate Yours and the Users' access to and use of the Account and/or the Site and/or ChannelShipper Service and invalidate all or any relevant Access details.
- Termination for whatever reason of agreement, will not affect:
- Any rights, liabilities, or obligations which accrued before such termination; or
- Any of these Terms that are intended to continue to have effect after such termination.
- Termination for Sanctioned Entity: Without limiting its other rights or remedies, the ChannelShipper may terminate the Contract to the extent that the Customer is subject to any sanction, prohibition or restriction under applicable laws that might (in the Supplier’s discretion) affect the provision of the Services.
- MATTERS BEYOND OUR REASONABLE CONTROL
- Sometimes We may not be able to provide the Services or Access to the Account or Site because of something beyond our reasonable control (such as (without limitation) war, acts of terrorism, extreme weather conditions, pandemic, earthquakes, fire, floods, traffic congestion, break down or damage to machinery, vehicles and equipment, networks or Software, malfunctioning of Software, corruption of data, unavailability of any power source or utility, any public or private road being blocked, or industrial action and the outcomes of it).
- If this happens, We will not be responsible to You and shall not be liable in any way for any losses arising from any failure or delay in performing or complying with these Terms. However, we will try to tell you promptly about any event which affects how We provide the Services. We may, without prior notice, terminate these Terms or suspend Yours and the Users' access to or Use of the Site and the Services without liability.
- ASSIGNMENT AND THIRD-PARTY RIGHTS
- The obligations under these Terms bind, and the rights will be enforceable by, You and Us and Our respective successors, permitted assigns, and personal representatives.
- We may at any time cause all or any part of Our rights, benefits, and/or obligations under these Terms to be transferred to any member of Our Group by delivering to You a written or email substitution notice to that effect. Our obligations to provide You with the ChannelShipper Service shall cease upon the delivery of such notice or (if later) the date specified in such notice.
- We may sub-contract the provision of the Services or the performance of any obligation or function and reserve the right to use any agents on such terms as We think fit.
- Your rights under these Terms are personal to You and are not capable of assignment, sub-licensing, novation or any other transfer.
- Except as provided in this clause 16, this agreement is not intended to be for the benefit of, and will not be enforceable by, any person other than Us and You whether under the UK's Contracts (Rights of Third Parties) Act 1999 or otherwise.
- COMMUNICATIONS AND ELECTRONIC RECORDS
- Any communication in writing may be given by post, or email to the address, or email address last notified to us by You or, for communications given by Us, by posting on the Site.
- Each provision of these Terms is severable and if the whole or any part of any provision is or becomes illegal, invalid or unenforceable or contravenes any applicable law or regulations, this shall not affect the remainder of the affected provisions and the remaining provisions.
- Any waiver by Us of a breach of any of these Terms shall not be deemed to be a waiver of any subsequent breach and shall in no way affect any other provisions of these Terms.
- No failure to exercise and no delay on Our part in exercising any right, remedy, power or privilege under these Terms and no course of dealing between the parties shall be construed or operate as a waiver, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise or the exercise of any other right, remedy, power or privilege. The rights and remedies provided by these Terms are cumulative and are not exclusive of any rights or remedies provided by law.
- In agreeing to these Terms, You confirm that You have not relied upon any representation, warranty, collateral agreement, arrangement or understanding, whether written or oral, given or entered into by any person except those expressly set out or referred to in these Terms; provided that nothing in this clause 18.4 will limit or exclude any liability for fraudulent misrepresentation.
- GOVERNING LAW AND JURISDICTION
- These Terms are governed by the laws of England. You and We submit to the exclusive jurisdiction of the English courts to settle any claim, dispute or matters arising out of or in connection with these terms.
The ChannelShipper Service allow you to carry out a Transaction and order a Postage Label from the Delivery Company. However, you can only order a Postage Label that is supported by the ChannelShipper Service. It is up to You to ensure that the Delivery Company’s delivery service meets Your requirements.
As well as providing all of the features and functionality available under The Royal Mail Click & Drop service, the ChannelShipper Service offers the following additional premium paid for services via monthly subscription:
S.1.1 The ability to despatch, pick, pack, and process Your orders individually or in batches;
S.1.2 Imports and manages orders centrally from all Your eCommerce marketplaces and channels;
S.1.3 Has the ability to print picking and packing lists and manage Your order processing on screen;
S.1.4 Triggers downloads of Your orders from your eCommerce channels;
S.1.5 Has the ability to add and manage your custom package types;
S.1.6 Creates labels via API.
S.1.7 Such other services as We may subsequently decide to offer.
S2 ONGOING USAGE RULES AND REQUIREMENTS
You must also comply with the services and usage specification for the ChannelShipper Service and any obligations imposed by the Delivery Company’s own terms.
S3 SUPPORT OF CHANNELSHIPPER
Our customer relationships are important to us. We have put in place an online helpdesk platform that we feel will help us to better assess and co-ordinate our resources to match our customer needs. The helpdesk platform provides access to our Customer’s support activity with ChannelShipper and is an important link between your operation and our support centre. Every contact made with ChannelShipper Technical Support is logged and tracked online. You can view the status of the site’s issues in real-time as well as insert notes and additional technical information directly into cases, to share with Support Technicians. We would like to draw your attention in particular to the following points:
S.3.1 You acknowledge that We do not make any availability, uptime or similar service level commitments in relation to the performance of the ChannelShipper Service.
S.3.2 If You experience issues or incidents with the operation of the ChannelShipper Service that have an adverse effect on Your use of it (an “Incident”), We will provide You with support assistance in accordance with this paragraph S3.
S.3.3 Upon discovering an Incident, You will use Your best endeavours to attempt to resolve and mitigate the incident yourself, independent of any assistance from Us.
S.3.4 If, after using Your best endeavours to resolve the Incident yourself, You are still unable to resolve the Incident You may make a request for support (“Support Request”).
S.3.5 If We provide You with support assistance in relation to a Support Request, You must use best endeavours to provide Us with all assistance and resource that We need in order to provide such support assistance.
S.3.6 We will not be required to provide support assistance to the extent We determine that an Incident is caused by Your System failure.
S4 MAINTENANCE OF CHANNELSHIPPER
S.4.1 We will perform maintenance in relation to the ChannelShipper Service (and any related systems) that We consider necessary for the ongoing operation of the ChannelShipper Service.
S.4.2 We will carry out any such maintenance at times (and for lengths of time) that We deem appropriate. We reserve the right to cause the ChannelShipper Service to be unavailable at any time(s) that We are carrying maintenance.
S.4.3 We will endeavour to provide You with reasonable notice (e.g. 7 calendar days) of any unavailability of the ChannelShipper Service due to maintenance. We reserve the right however, to perform any critical and urgent maintenance on a as required basis.
S5 CHANGES, UPDATES OR RELEASES
S.5.1 From time to time, We may make changes or provide updates or new releases relating to the ChannelShipper Service, which will be implemented at a time determined by Us.
S.5.2 We will try to give You as much notice as possible of any changes, updates, or new releases.
S.5.3 You must incorporate or integrate these changes, updates, or new releases in accordance with any Technical Specification documentation that we provide by the time specified by us.
S.5.4 If You do not accept or incorporate any change, update, or new release to the ChannelShipper Service, then We reserve the right to (at our sole discretion):
S.5.5.1 Not to allow You to use and access the ChannelShipper Services; and/or
S.5.5.2 Recover from You the reasonable costs incurred by Us in carrying out or procuring any Services relating to maintenance, support or management of the older version or release of
S6 GENERATING A POSTAGE LABEL
S.6.1 The following process applies to generating a Postage Label. Please note that once the Transaction is accepted by us and a Postage Label could have been generated by you it can no longer be cancelled through Your Account and any request by You to cancel Your Transaction and seek a refund of a Postage Label will be subject to the Delivery Company’s own terms:
- Step 1: You will need to submit an order for a Postage Label through Your Account.
- Step 2: Subject to clause 4.3, once you have submitted Your Transaction Your Postage Label will be generated and will then be available to print and use.
- Step 3: Once You have submitted your Transaction You may manifest (implement and complete) it using the ChannelShipper Service to update Your Account with the details relating to the Postage Label(s).
S.6.2 Without prejudice to the generality of clause 10.2 You are responsible for ensuring that the correct information relating to an Item is inputted into Your Account in order to ensure that the correct Postage Label for an Item is generated and the corresponding charge for that Postage Label has been applied.
S.6.3 If you cancel a submitted order from your Account that you have not completed, the order will be cancelled, and You will not be charged for the relevant Postage Label(s). You will not be able to use any Postage Label(s) that You have so cancelled and if you do so, You may be subject to surcharges,
S.6.4 Daily auto-manifest: From 6.30pm every working day, ChannelShipper will automatically Manifest all of your orders that are ready to be Manifested and billed. All unmanifested orders in 'Despatched' or 'Label generated' status will change to 'Manifested', and a new Manifest will be created on your 'Manifests' page within ChannelShipper.
• Important notice: Please note that the daily auto Manifest process will not run if you have already manually Manifested your orders that day.
• A record is kept of all despatched but not Manifested orders, so please ensure that you Manifest your remaining despatched orders as soon as you are able.
• If you have generated a label but have not manifested the order, please be aware that ChannelShipper will automatically Manifest the order after 60 days.
S.6.5 You must only print or attach a Postage Label on or to an Item so that the Postage Mark is placed in the top right-hand corner on the front of the Item, unless specified otherwise. If you print or attach a Postage Label anywhere else on the Item, the Item may not be delivered, or its delivery may be delayed
S.6.6 A Postage Label may not be sold by You for use by anyone else and Your ordering of Postage Labels will not entitle You to discounts on any goods or services supplied by Us
S7 DISCRETION TO REFUSE ITEMS FOR POSTING
It is important to recognise that ChannelShipper is not responsible for the actual delivery of Your Item, this is performed by the Delivery Company e.g., Royal Mail or other chosen delivery organisation.
Posting may not be completed in the following circumstances:
S.7.1 The information You have provided relating to that Item is incorrect;
S.7.2 You have cancelled the order of the Postage Label on the Item;
S.7.3 The Postage Label on the Item is a duplicate of a Postage Label that has already been used on another Item;
S.7.4 The Postage Label on the Item is obscured, defaced, incomplete or otherwise unscannable, unreadable or invalid;
S.7.5 The Postage Label is not positioned so that the Postage Mark is placed in the top right-hand corner on the front of the Item, unless specified otherwise; or
Where applicable, an Item is collected or You handed an item to an authorised drop off point (including Post Office®, a mail centre or a delivery office) for postage and You do not present the requisite documentation and/or information as indicated to You during your order journey on the ChannelShipper.