Commercial
Terms
Last Updated
March 18, 2024
1.1 The definitions and rules of interpretation in this clause apply in this Agreement.
Account Number: the number that identifies the Services to be provided by We Are Fulfilment.
Agreement: the agreement between the Partner and We Are Fulfilment in accordance with the Commercial Terms, Terms & Conditions and Schedules.
Agreement Date: the date on which the last party signs the Agreement and the date that the Integration Services start, unless otherwise agreed between the parties.
Applications: all software modules, applications and code used in the performance/delivery of the Services including without limitation any back-end technology of whatever type, software engines and development tools. Applications shall include all enhancements, adaptations, and alterations via any appropriate updates and includes without limitation the Store Locator Application.
Carrier: the company retained by We Are Fulfilment to provide carrier services between the Partner and the delivery location on behalf of We Are Fulfilment.
Charges: the charges payable by the Partner for the supply of the Services by We Are Fulfilment, as set out in the Commercial Terms.
Delivery Service: the service provided by We Are Fulfilment on a Working Day to ship orders from a We Are Fulfilment location to the Partner’s customer
Partner: the party detailed in the Commercial Terms, who contract with We Are Fulfilment and who is responsible for the Charges.
We Are Fulfilment IPRs: all Intellectual Property Rights either subsisting in the Materials or otherwise necessary to enable a Partner to receive and use the Services.
Partner Website: means the Partner website and other site from time to time.
Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.
Partner IPRs: all Intellectual Property Rights in any materials provided by the Partner necessary or desirable to enable We Are Fulfilment to deliver the Services.
We Are Fulfilment Website: means the We Are Fulfilment website, at www.wearefulfilment.co.uk or any such other site from time to time.
Commencement Date: the date when the Services go live and when the first goods are received into a We Are Fulfilment warehouse from the Partner, whichever is the earliest. Charges shall trigger on the Commencement Date.
Customer: an individual who (a) has purchased goods from the Partner and has requested that it is delivered to their specified location by We Are Fulfilment and/or (b) returning a Parcel to a We Are Fulfilment warehouse via the Returns Service.
Correctly Packaged: goods that adhere to the Parcel Specifications, that have been packaged substantially to withstand distribution via a reasonable transport system and reasonable handling, and has a Label attached that identifies the recipient and a delivery address.
DP Action: shall have the meaning given to that term in clause 22.8.
DP Breach: shall have the meaning given to that term in clause 22.7.
Data Protection Legislation: (i) unless and until such legislation is no longer directly applicable in the UK, the Data Protection Act 2018, the GDPR, and any national implementing laws, regulations and secondary legislation in the UK; and then (ii) any successor legislation thereto; and in each case including any statutory guidance issued by the ICO.
Data Subject Communication: shall have the meaning given to that term in clause 22.6.
GDPR: the General Data Protection Regulation ((EU) 2016/679).
Dangerous Goods: liquid or solid substances which are defined in or classified as hazardous material, dangerous goods, prohibited or restricted articles by IATA (International Air Transport Association), ICAO (International Civil Aviation Organisation), ADR (European Road Transport Regulation on dangerous goods), or any applicable government department or other relevant organisation. A list of Dangerous Goods is set out in Schedule 1 attached.
Delivery Date: the date on which a Parcel is expected to be delivered taking into account the service speed (24 hour, 48 hour, 72 hour), working days and any additional Out of Area allowance.
Group: means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
ICO: the Information Commissioner’s Office, or any replacement data protection supervisory authority in the UK or equivalent national data protection authority in any relevant jurisdiction.
IPRs or Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Integration Services: (i) providing the Partner with documentation in the form of a user manual relating to use of the Application Services with support and testing where appropriate (ii) provision of the Applications and/or Third Party Applications (ii) the establishment and hosting of We Are Fulfilment Customer service webpage.
Joint Personal Data: shall have the meaning given to that term in clause 22.2.
Label: the label that must be affixed to the Parcel by the We Are Fulfilment in accordance with the specification provided by the Carrier
Losses: all damages, losses, liabilities, claims, actions, costs, expenses (including reasonable fees and disbursements for legal or professional services), proceedings, judgments, consensual settlements, penalties, fines, demands, interest and charges whether arising under statute, contract or at common law.
Materials: all documents, products and materials developed by We Are Fulfilment or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts).
Nominated Contact: shall have the meaning given to that term in clause 22.5.
Originating Data: any and all Joint Personal Data that the Receiving Party receives from, or on behalf of, the Originating Party.
Originating Party: a Party which discloses personal data to the other Party.
Out of Area: a geographical area which requires additional time for delivery of a parcel compared to the standard service speed, typically more remote areas. Out of Area locations are defined by a list of postcodes detailing the number of additional days that parcels travelling to/from the postcode will take to reach their destination
PAN or Pre-Advice Notification: the notification and data provided by We Are Fulfilment to a carrier to deliver to the target address including without limitation the full and complete name of the Customer, where possible the residential address of the Customer including full postcode, weight of the Parcel, Service required, Customer mobile telephone number, Customer email address and where possible a detailed description of the contents..
Parcel: any goods that are Correctly Packaged and are either (a) ordered from the Partner by the Customer for delivery to a target location; or (b) are being returned to the Partner’s inventory by the Customer.
Parcel Specifications: a Parcel that weighs a maximum 10kg (ten kilograms) and has dimensions no greater than 60cm x 50cm x 50cm, unless otherwise agreed between the parties in the Commercial Terms.
Purposes: the purposes of We Are Fulfilment providing, and the Partner receiving, storage and delivery services.
Prohibited Goods: articles of substance that are prohibited to be carried by EU regulations in force from time to time. A list of Prohibited Goods is set out in Schedule 1 attached.
Receiving Party: a Party which receives personal data from an Originating Party.
Returned Parcel: a Parcel returned to We Are Fulfilment that has either (a) not been delivered to the specified location by the carrier or (b) returned to the fulfilment centre on the Partner’s request, prior to delivery to the Customer (where this is practicable)
Returns Service: the service provided by We Are Fulfilment to collect Parcels sent by a Customer from their specified location for return to the fulfilment centre for processing.
Third Party Applications: any software or other products, components or items as well as services provided or licensed through a third party vendor direct by the Partner and/or via We Are Fulfilment.
Tracking: a facility which enables either the Partner or a Customer to track the location of a Parcel at any given time using the We Are Fulfilment Website.
Working Day: a day other than Sunday, bank or public holiday in England.
Services: the services to be provided by We Are Fulfilment under this Agreement including without limitation the Delivery Service, the Returns Service, the Applications and any Materials, and any other services agreed between the parties in writing.
Systems: the equipment, communications systems and components or elements thereof used, supplied, operated and/or developed by or on behalf of We Are Fulfilment or the Partner for the purposes of providing or receiving any of the Services including without limitation any such systems which capture, store or transmit Data.
Term: the period between Commencement Date and the Termination Date.
1.2 Clause, part and paragraph headings shall not affect the interpretation of this Agreement.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns.
1.4 Words in the singular shall include the plural and vice versa.
1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.6 A reference to writing or written includes e-mail.
1.7 Where the words include(s), including or in particular are used in this Agreement, they are deemed to have the words without limitation following them. Where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.
1.8 References to clauses, tables and parts are to the clauses, tables and parts of this Agreement.
1.9 If there is an inconsistency between any of the part of this Agreement then they shall prevail in the following order:
1.9.1 Commercial Terms
1.9.2 Terms & Conditions
1.9.3 Schedules
2.1 We Are Fulfilment shall provide the Services to the Partner on the terms and conditions of this Agreement.
2.2 We Are Fulfilment shall provide the Integration Services from the Agreement Date and the Services from the Commencement Date.
2.3 Subject to either Party’s right to terminate this Agreement, the Term shall commence on the Commencement Date and shall continue for a period outlined in the Commercial Terms and shall automatically renew for additional periods of 12 months (each a “Renewal Period”) unless terminated by the agreed notice period, such notice to expire on the expiry of the Term or any Renewal Period thereafter.
2.4 The Partner shall be prohibited from using any other competing delivery service to provide a similar service (excluding the Partner’s own delivery service) unless We Are Fulfilment’s prior written consent has been obtained. In the event that the Partner breaches this clause, We Are Fulfilment shall be entitled in its absolute discretion to (i) refuse to provide the Services in relation to all Parcels and (ii) immediately terminate this Agreement and recover any reasonable costs.
3.1 We Are Fulfilment shall supply the Services to the Partner on each Working Day and any other days agreed between the parties from the Commencement Date in accordance with this Agreement.
3.2 In supplying the Services, We Are Fulfilment shall:
3.2.1 perform the Services with reasonable care and skill.
3.2.2 use reasonable endeavours to perform the Services in accordance with these Terms & Conditions
3.2.3 ensure that the Materials, and all goods, materials, standards and techniques used in providing the Services are of satisfactory quality and are fit for purpose;
3.2.4 ensure that all parcels are correctly labelled, that all Labels shall be securely fixed, clear, legible (including the barcode which must meet agreed standards) and placed on the largest flat surface of each Parcel for easy visibility, that the original labels are covered or removed to avoid double labelling. We Are Fulfilment shall not in any circumstances be liable for any late delivery, mis-delivery or non-delivery caused by or contributed to by the deficient, duplicate or ambiguous labelling or any other failure by the Partner or the Customer of its product presentation obligations
3.2.5 co-operate with the Partner in all matters relating to the Services;
3.2.6 provide such information as agreed between the parties in a timely manner, and ensure that it is accurate in all material respects;
3.2.7 notify the Partner as soon as it becomes aware of any health and safety hazards or issues which arise in relation to the Services;
3.2.8 before the date on which the Services are to start, obtain (and at all times maintain) all necessary licences and consents and comply with all relevant legislation, laws, statutes, regulations and codes in relation to the Services, provided that We Are Fulfilment shall not be liable under this Agreement if, as a result of such compliance, it is in breach of any of its obligations under this Agreement;
3.2.9 observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Partner or Authorised Party’s premises and have been communicated to We Are Fulfilment, provided that We Are Fulfilment shall not be liable under this Agreement if, as a result of such observation, it is in breach of any of its obligations under this Agreement;
3.2.10 take reasonable care of all materials provided by the Partner in its possession and make them available for collection by the Partner on reasonable notice and request, always provided that We Are Fulfilment may destroy such materials if the Partner fails to collect them within a reasonable period after termination of this Agreement.
3.2.11 conduct its business in accordance with the highest business standards and will not perform any act which will or may reflect adversely on the business, integrity or goodwill of Partner.
3.2.12 Partner can visit the We Are Fulfilment warehouse to view their stock by giving no less than two working days written notice to We Are Fulfilment. Working days are Monday to Friday excluding public holidays
4.1 The Partner warrants and undertakes to:
4.1.1 co-operate in good faith and act reasonably at all times with We Are Fulfilment to ensure that We Are Fulfilment is able to perform the Services and communicate effectively with Customers;
4.1.2 provide, for We Are Fulfilment, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Partner or Authorised Party’s premises, office accommodation, data and other facilities as reasonably required by We Are Fulfilment;
4.1.3 provide all data required for the provision of the Services including without limitation data relating to the ordering, labelling, carriage and/or invoicing of the Parcel. The data shall be provided in a timely manner as required by We Are Fulfilment and shall be accurate, complete, of the correct type, and uncorrupted. In the event that the Partner fails to comply with the provisions of this clause, We Are Fulfilment will not be liable for any failure to provide the Services or failure to meet any Service Levels. We Are Fulfilment shall be entitled to refuse to carry any such Parcel and charge the Partner for any reasonable costs.
4.1.4 ensure that the assets of We Are Fulfilment are not damaged by or from any act or omission by Partner, and its employees, sub-contractors, agents or representatives or the Customer;
4.1.5 ensure that all products are Correctly Packaged and carry unique barcodes;
4.1.6 ensure that all products are appropriately and securely packaged for carriage (including the rigours of an automated sortation process and repeated manual handling) taking into account the contents of the customer parcel and ensuring that it does not cause damage or injury to equipment, personnel or otherwise;
4.1.7 not require We Are Fulfilment, its employees or sub-contractors to perform the Services or any part of the Services in contravention of any applicable statutory, regulatory or other legal requirement;
4.1.8 comply with and ensure that all its employees, agents, representatives, contractors and Customers comply with all health and safety and site regulations when at any We Are Fulfilment location.
4.1.9 promote the Services to its Customers and display the We Are Fulfilment brand via different mediums including but not limited to Labels, the Partner’s Website and printed material;
4.1.10 take reasonable care of all We Are Fulfilment materials and Materials in its possession and make them available for collection by We Are Fulfilment on reasonable notice and request.
4.1.11 obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, insofar as such licences, consents and legislation relate to the Partner’s business, premises, staff and equipment.
4.1.12 any claims, complaints, errors of any kind or failure to deliver a Parcel for any reason (including Force Majeure) to any Customer shall be notified by the Partner immediately or as soon as reasonably practicable.
4.1.13 ensure that all Equipment is returned to We Are Fulfilment or the Carrier on termination or at We Are Fulfilment request.
4.1.14 provide We Are Fulfilment with forecasted Parcel weekly volumes by service for the next 12 month period on a quarterly basis except during peak times when the Partner shall provide forecasted Parcel volumes daily by service no less than 4 weeks before the start of each period.
4.1.15 use reasonable endeavours to achieve the forecasted Parcel volumes outlined in the Commercial Terms and/ or provided by the Partner from time to time.
4.2 The Partner shall be liable to pay to We Are Fulfilment, on demand, all Losses sustained or incurred by We Are Fulfilment (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from the Partner’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under this Agreement.
4.3 The Partner shall not, without the prior written consent of We Are Fulfilment, at any time from the date of this Agreement to the expiry of 6 months after termination of this Agreement, solicit or entice away from We Are Fulfilment or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of We Are Fulfilment in the provision of the Services.
4.4 Unless otherwise agreed between the parties, We Are Fulfilment shall not, at any time, store, handle or despatch Dangerous Goods or Prohibited Goods set out in Schedule 1. We Are Fulfilment may, at its sole discretion, dispose or destroy such products containing Dangerous Goods or Prohibited Goods using a licensed waste contractor (at the expense of the Partner) if necessary.
4.5 In the event that We Are Fulfilment agrees to carry Dangerous Goods or Prohibited Goods, the Partner shall ensure that Dangerous Goods or Prohibited Goods are properly and sufficiently packed and labelled in accordance with We Are Fulfilment’s instructions and in accordance with any statutory regulations, codes of practice and with manufacturers’ and We Are Fulfilments’ recommendations.
4.6 If We Are Fulfilment’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Partner, its agents, subcontractors, consultants or employees, We Are Fulfilment shall:
4.6.1 not be liable for any Losses sustained or incurred by Partner that arise directly or indirectly from such prevention or delay;
4.6.2 be entitled to payment of the Charges despite any such prevention or delay; and
4.6.3 be entitled to recover any additional Losses We Are Fulfilment sustains or incurs that arise directly or indirectly from such prevention or delay.
4.7 It is the Partner’s responsibility to ensure that where any Equipment is required, that such Equipment is available free of charge at the time of collection and/or delivery. Where such Equipment is not available and if We Are Fulfilment agrees to load or unload such products, such loading or unloading shall be at the Partner’s risk and We Are Fulfilment shall have no liability whatsoever and the Partner shall indemnify We Are Fulfilment and its hauliers and keep them indemnified in full, and hold them harmless, from and against any and all Losses suffered or incurred by We Are Fulfilment and/or its hauliers arising as a result of or in connection with the loading or unloading such products without the Equipment.
4.8 The Partner shall indemnify We Are Fulfilment and keep them indemnified in full, and hold them harmless, from and against any and all Losses suffered or incurred by We Are Fulfilment arising as a result of or in connection with its failure to comply with this clause;
We Are Fulfilment shall provide the following services to Partner (collectively, the “Services”):
5.1 Receive shipments from Partner of the Product(s) according to the goods in policy which will be provided.
5.2 Provide storage facilities for the Inventory in We Are Fulfilment’s warehousing facilities.
5.3 Upon notification by Partner of a purchase of Products by a customer, We Are Fulfilment will pick and package the Products from the available Inventory and ship such Products directly to the customer (“End-User”).
5.4 We Are Fulfilment will use appropriate packaging material (i.e. bubble wrap, boxes with void fill, etc.) at their discretion. All packaging will be environmentally friendly and the best effort to be 100% plastic free.
5.5 Upon request by the Partner, We Are Fulfilment will include a branded packing slip of the customer order.
5.6 We Are Fulfilment will process, package, and ship all Product orders following the guidelines provided by Partner in accordance with the service level agreement.
5.7 We Are Fulfilment will maintain summaries of all orders shipped and received, available to the Partner via the dashboard.
5.8 We Are Fulfilment will facilitate any Product returns from the Customer to Partner within an agreed timeframe and will offer receipt, identification, grading/conditioning, storage, rectification and disposition services as requested by the Partner
5.9 Product Assembly/Kitting – Separate quotes for product assembly can be provided.
5.10 In addition to the above-described Services, We Are Fulfilment can perform any additional services, including special projects, that Partner desires the expertise of We Are Fulfilment including but not exhaustive of: Procurement of stock, Website creation, Promotional marketing material, Accelerator. Please speak to your account manager for further information.
5.11 If Partner signs up for the WAF Accelerator, Partner agrees that current term will automatically renew to a fixed 18 month term commencing from the Accelerator activation date and cannot be terminated before an 18 month term has expired, otherwise £100,000 (One hundred thousand pounds) termination fee will be charged to Partner.
5.12 Once the Accelerator contract has expired and Partner does not renew Accelerator, Partner will be required to continue using We Are Fulfilment services for a period of one (1) year.
5.13 Partner will provide We Are Fulfilment with an “administrative” log in to their online store to view pending accounts (order status), settled transactions (shipped orders), and update inventory via their online store. This will also be used to integrate Partner stores with We Are Fulfilments WMS system.
5.14 Partner will, as far as is reasonably practicable, ensure that the products to be returned by the Returns Service are Correctly Packaged by the Customer.
5.15 Ensure that the Customer is aware that the Carrier has the right to reject a product for return via the Returns Service if not Correctly Packaged.
6.1 The Partner acknowledges the integration process is determined by the Partner and is solely responsible for the integration of the We Are Fulfilment applications to their Systems.
6.2 We Are Fulfilment may provide Integration Services at a charge outlined in the Commercial Terms.
6.3 The Partner shall ensure that the integration and testing of their Systems shall be undertaken in accordance with the We Are Fulfilments’ Integration Guide attached to this Agreement.
6.4 If the integration takes over 3 months from the Agreement Date to complete, We Are Fulfilment reserves the right to review the Charges.
6.5 If the Partner is unable to complete the integration, We Are Fulfilment will not be required to refund any amounts the Partner has paid to that date and is not liable for any Losses arising from or in connection with the integration process. The Partner will remain liable for the Integration Charges as set out in the Commercial Terms.
6.6 We Are Fulfilment shall not be liable for any errors, omission or Losses arising directly or indirectly as a consequence of the integration process and/ or the Partner’s testing, the Partner’s Website, Applications, integration and/ or the Integration Guides.
7.1 We Are Fulfilment shall be liable for reasonable loss or damage to products occurring during transit which is proved (to We Are Fulfilment’s reasonable satisfaction) to be due to an act or default on the part of We Are Fulfilment unless the same has arisen from, and We Are Fulfilment has used reasonable care to minimise the effect of:-
7.1.1 an event of Force Majeure; or
7.1.2 confiscation, requisition or destruction of or damage to property by, or under the order of any government or public or local authority: or
7.2.3 seizure, forfeiture, detention or restriction of any kind under legal process; or
7.1.4 error, act, omission, mis-statement or misrepresentation by the Partner or other owner of the products or by employees or agents of either of them; or
7.1.5 failure by the Partner to ensure that the products are Correctly Packaged by the Partner (or the Customer in the case of a return).
7.1.6 Products which are Prohibited or Dangerous Goods or products that are not Correctly Packaged.
7.1.7 any fraud on the part of the Partner; the Customer; or the employees or agents of either the Partner or the owner of the products.
7.2 If, following investigation by We Are Fulfilment, it is liable for loss or damage to the product, it shall pay maximum compensation per Parcel (as detailed in the Commercial Terms) or the cost price of the product whichever is the lower.
7.3 We Are Fulfilment ‘s liability for Bulk Loss shall be limited to the actual cost value of the contents of a Parcel or £25.00 (twenty-five pounds) per Parcel whichever is the lesser amount up to a maximum of £10,000 (ten thousand pounds) per Bulk Loss. “Bulk Loss” means loss or damage of more than 100 Parcels in a single incident. Examples of Bulk Loss include trailer or vehicle fire, trailer or vehicle theft, carrier operating centre fire, operational theft or other incident.
7.4 Nothing in this clause shall require We Are Fulfilment to indemnify the Partner against or make good to the Partner any loss of goodwill, profit, lost business, revenue or any other purely economic, consequential or indirect loss.
7.5 In the event of Parcels being lost or damaged, We Are Fulfilment shall be entitled to require proof of the value of the Parcels or of any part thereof, proof of the cost of repair and/ or replacement. We Are Fulfilment reserves the right to recover the damaged Parcels for inspection prior to investigating a claim enquiry.
8.1 In respect of all claims relating to lost or damaged products, the Partner shall comply with the following claims procedure and We Are Fulfilment shall not be liable for loss or damage to a Parcel or any mis-delivery, late delivery or non-delivery of a Parcel howsoever arising unless:
8.1.1 applications in respect of the Returns Service are submitted to We Are Fulfilment within 28 (twenty-eight) days of the scheduled collection date.
8.1.2 applications in respect of the We Are Fulfilment Delivery Service are submitted to We Are Fulfilment within 28 (twenty-eight) days of the date that the Parcel was first shipped from the We Are Fulfilment warehouse
8.1.3 the Partner provides all supporting evidence required in the form We Are Fulfilment stipulates within 7 calendar days of a request from We Are Fulfilment (including but not limited to proof of the cost value of Parcels that are the subject of a claim)
8.2 We Are Fulfilment will process the claim after the supporting evidence is obtained and will apply the applicable credit to the Partner’s account.
9.1 Order Accuracy. We Are Fulfilment shall maintain a minimum of 98% accuracy in fulfilling all barcoded orders correctly with the items listed on We Are Fulfilment dashboard with the status of “NEW”. Where SKUs are not barcoded we are unable to guarantee a minimum accuracy rate. We Are Fulfilment will use reasonable endeavours to dispatch all orders that are placed on the dashboard before 2pm the same day. In the circumstance where this cannot be achieved the Partner will be informed before the order cut off point is reached. If replacement shipments are required due to an error on the part of We Are Fulfilment, We Are Fulfilment will waive all fees on the replacement order, and re-ship the order.
9.2 Where the services required are the fulfilment of goods directly to consumers internationally, the Partner will need to obtain prior consent from We Are Fulfilment before orders can be processed.
9.3 Fragile Wrapping & Breakage. We Are Fulfilment shall maintain a <2% breakage rate due to improper packaging (e.g. products shifting and/or lack of wrapping). In the event the Partner requires We Are Fulfilment to conduct a 100% count of all goods-in, then We are Fulfilment shall maintain a <1% breakage rate. Claims for goods damaged during the shipping process will be submitted directly to the carrier and not count towards the allotted breakage rate noted above. It is the Partner’s responsibility to mark the SKUs as fragile in the packaging before delivery into We Are Fulfilment. Please note that corrosive goods and liquids are not covered by any couriers for claim.
9.4 Inventory Accuracy. We Are Fulfilment is committed to maintaining high standards of inventory accuracy. Although we primarily rely on supplier-provided information for inbound shipments and adopt a good faith receiving approach to facilitate efficient and swift transition of inventory into stock, we implement various measures to ensure the reliability of our inventory counts.
9.5 We conduct periodic spot checks and audits to validate the accuracy of supplier information, which are chargeable at the ad-hoc hourly rate. We commit to conducting a comprehensive stock check on all SKUs at least once annually to ensure inventory accuracy.
9.6 Discrepancies identified during these checks prompt a more detailed count and reconciliation process.
9.7 Verified Inventory. For an additional charge, We Are Fulfilment can 100% count the inventory being received against the ASN and this will be charged at the hourly rate. Any items marked as single SKU cartons but found to contain multiple items, will be charged at the hourly rate and the Partner will be informed.
9.8 Receiving. We Are Fulfilment shall receive and put-away inventory within 1 business day provided its published receiving guidelines have been followed. All deliveries to We Are Fulfilment must be booked in a delivery slot as per goods in guidelines, failure to do so will result in the delivery being refused.
9.9 If the inventory does not meet these guidelines, shipments may be delayed, and the Partner agrees We Are Fulfilment shall not be held liable for any loss or damage as a result of such delay. Goods In Guidelines will be provided separately.
9.10 Breakage, damage and shrinkage will be evaluated on a monthly basis by Partner and the number of orders that exceed the designated allowance will be credited to the average replacement cost (i.e. declared value) of the products damaged in excess of the below rates:
9.10.1 Breakage and damage 2%
9.10.2 Shrinkage 2%. Shrinkage is calculated subject to Partner having ensured that the goods were counted by We Are Fulfilment when received.
9.10.3 In order to claim, Partner must provide cost prices when sending the products to We Are Fulfilment. In the absence of up to date cost prices being submitted in advance, We Are Fulfilment will use the latest submitted cost prices from Partner to assess the value
10.1 We Are Fulfilment shall provide the standard Service Level reports at a frequency agreed between the parties.
10.2 We Are Fulfilment reserves the right to charge for the development and provision of additional reporting, subject to the prior written agreement of the Partner.
11.1 Unless otherwise agreed, We Are Fulfilment shall not handle nor carry Prohibited Goods or Dangerous Goods as set out in Schedule 3.
11.2 The Partner acknowledges that it is the Partner’s responsibility to ensure that Prohibited Goods and Dangerous Goods are not carried by We Are Fulfilment.
11.3 We Are Fulfilment reserves the right, at its sole discretion to:
11.3.1 to refuse any Parcels banned by Law, or believes that the Parcel may be harmful or dangerous to Customers or employees.
11.3.2 destroy or dispose of any Prohibited Goods or Dangerous Goods (in whole or in part) in its possession.
11.4 We Are Fulfilment may, in some circumstances, carry limited quantities of Prohibited Goods or Dangerous Goods as agreed between the parties in writing.
12.1 All IPRs in the Services and any IPRs created by We Are Fulfilment during the provision of the Service is and shall be proprietary to We Are Fulfilment. IPRs supplied to the Partner by We Are Fulfilment may not be distributed to and or copied to any third party without the express written consent of We Are Fulfilment.
12.2 All other IPRs which either party (the” Licensing Party”) permits the other party to use shall remain the exclusive property of the Licensing Party.
12.3 We Are Fulfilment retains all IPRs used in relation to the provision of the Services, and grants the Partner a non-exclusive licence to such IPRs to the extent required to perform the Partner’s obligations pursuant to this Agreement.
12.4 The Partner shall take all steps required to protect We Are Fulfilment’s IPRs from disclosure to or access by any third party.
12.5 The Partner shall immediately notify We Are Fulfilment if there is any claim by a third party that any content supplied by the Partner is breach of any third party rights.
12.6 On expiry or termination of this Agreement the parties shall promptly return any IPRs provided by the other party.
12.7 Each party shall indemnify the other party against all Losses arising as a result of any action or claim arising from the other party’s breach of its obligations under this clause.
12.8 Both parties’ rights under this clause shall survive termination of this Agreement.
13.1 In consideration of We Are Fulfilment providing the Services, the Partner shall pay We Are Fulfilment in accordance with the provisions of this Agreement.
13.2 The Charges per Parcel for the Returns Services and the We Are Fulfilment Service are outlined in the Commercial Terms.
13.3 All amounts payable by the Partner exclude value added tax (VAT), which the Partner shall be liable to pay to We Are Fulfilment at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
13.4 We Are Fulfilment shall submit bi-weekly invoices for the Charges plus VAT if applicable to the Partner on each Monday of each week, unless agreed otherwise.
13.5 The Partner shall pay the Charges by the due date in accordance with the payment terms and method detailed in the Commercial Terms, to a bank account nominated in writing by We Are Fulfilment. Payment shall be made by electronic transfer. Initial term for payment shall be 14 days from the date of invoice. Partners who have traded with We Are Fulfilment for over 12 months may be offered 30 day payment terms. We Are Fulfilment reserves the right, from time to time, to reassess or withdraw any credit extended to the Partner if it has reason to believe the Partner is no longer creditworthy
13.6 Any Accelerator (WAF’s media inventory platform) programme payment has to be made upon receipt of the invoice, no payment terms will be in place for these invoices regardless of the payment terms agreed for services rendered by We Are Fulfilment
13.7 The minimum monthly charge is £2500+VAT. If the services provided during the month are less than £2500 then there will be an account management fee applied to bring the invoice up to the minimum monthly charge of £2500+VAT
13.8 All Charges shall automatically be increased each year by the higher of 3.5% or the percentage figure in line with the most recently published annual rate of increase in the UK Consumer Prices Index 12-month rate as published by the Office for National Statistics. Each annual increase of the Charges pursuant to this clause shall take effect from 1st January of each calendar year.
13.9 We Are Fulfilment may vary the Charges if volume figures outlined in the Commercial Terms do not track at the expected levels, taking into account actual volume shipped and forecast volume or there are other changes in operating costs, volume profile (parcel size/weight) or other operating requirements (e.g. collection location, collection time). We Are Fulfilment shall provide one month’s written notice to the Partner of such variation.
13.10 We Are Fulfilment may also vary the charges with immediate effect to account for increases in We Are Fulfilment’s costs outside of their control (including but are not limited to costs of postal services, external couriers, pallet networks and raw materials)
13.11 Where the Partner requests any specific set up activities or processes that are not consistent with the standard service provided by We Are Fulfilment, then We Are Fulfilment shall maintain a register of these requests and the cost attributable to these requests and shall invoice Partner for the same in advance of “go live”
13.12 Any pricing quoted for ad hoc services will be valid until completion of quoted service, if a repeat of service is required a new quote will need to be obtained
13.13 The Partner shall pay the Charges and any other sums due under this Agreement without set-off, withholding or deduction and if the Partner fails to pay any sum due under this Agreement on the due date for payment for any reason howsoever arising:
13.13.1 all Charges shall immediately become due and payable;
13.13.2 We Are Fulfilment shall without prejudice to any other right or remedy that it may have, suspend the provision of the Services or any part thereof;
13.13.3 We Are Fulfilment may charge the Partner interest at a rate of 4% per annum above Bank of England base rate calculated daily from the due date for payment until the date on which the obligation of the Partner to pay the sum is discharged (whether before or after any judgement) until payment of all overdue Charges is made in full.
13.13.4 We Are Fulfilment shall be entitled to terminate this Agreement immediately where the Partner fails to pay We Are Fulfilment any of the Charges (or any other sums due under this Agreement) within 60 days of the due date for payment.
14.1 Nothing in this Agreement shall limit or exclude either party’s liability for:
14.1.1 death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors;
14.1.2 fraud or fraudulent misrepresentation;
14.2 Subject to clause 14.1, neither party shall be liable to the other party, whether in Agreement, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:
14.2.1 loss of profits;
14.2.2 loss of revenue;
loss of sales or business;
14.2.3 loss of agreements or contracts;
14.2.4 loss of anticipated savings;
14.2.5 loss of use or corruption of software, data or information;
14.2.6 loss of or damage to goodwill;
14.2.7 any indirect or consequential loss of whatever nature including any loss of a type which could be regarded as indirect or consequential and whether or not reasonably foreseeable, reasonably contemplatable, or actually contemplated by the parties at the time of execution of the Agreement.
14.3 Subject to clause 14.1, in the event of any claim made under this Agreement not covered by clauses 7.2, 7.3 or 9.4, We Are Fulfilment’s maximum liability in respect of all claims arising out of or in connection with this Agreement in any calendar year shall be limited, to the fullest extent permissible by law, to an amount equal to the Charges paid by the Partner to We Are Fulfilment during that calendar year.
14.4 Subject to clause 14.1, in no event shall the total cumulative liability of We Are Fulfilment under this Agreement exceed an amount equal to the amount of Charges paid or payable by the Partner to We Are Fulfilment during the Term.
14.5 Any action against the other party must be brought within 12 months after the cause of action arises.
14.6 The parties agree that the limitations on liability contained in the Agreement have been subject to commercial negotiation and are reasonable in all the circumstances.
14.7 Except as expressly provided in these Terms & Conditions, all warranties, conditions, representations or other terms implied by statute or common law are excluded to the fullest extent possible by law.
14.8 Any typographical, clerical or other error or omission in any Materials or promotional material or other information issued by We Are Fulfilment shall be subject to correction without any liability on the part of We Are Fulfilment.
14.9 The terms & conditions implied by the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.
14.10 The Partner shall indemnify We Are Fulfilment against:-
14.10.1 all Losses suffered by We Are Fulfilment due to any error, omission, mis-statement or misrepresentation by the Partner or other owner of the Parcels or by any employee or agent of either of them, insufficient or improper packaging, labelling or addressing of the Parcels or fraud as detailed above;
14.10.2 all claims made upon We Are Fulfilment by H.M. Revenue and Customs in respect of dutiable Parcels consigned in bond whether or not transit has ended or been suspended;
14.10.3 all Losses suffered by We Are Fulfilment caused by Prohibited Goods or Dangerous Goods whether or not declared by the Partner as such.
15.1 Each party shall be responsible for taking out and maintaining during the continuance of this Agreement:-
15.1.1 Public Liability insurance;
15.1.2 Employers Liability insurance;
15.1.3 Any further insurance necessary to cover any liability of Partner arising pursuant to the terms of this Agreement.
15.2 The Partner shall provide to We Are Fulfilment upon written request details and evidence of payment of the premiums in respect thereto of insurance policies.
16.1 Both parties shall:
16.1.1 comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.
16.1.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
16.1.3 have and shall maintain in place throughout the Term of this Agreement its own policies and procedures, including [but not limited to] adequate procedures under the Bribery Act 2010.
16.1.4 promptly report to the other party any request or demand for any undue financial or other advantage of any kind received by the other party in connection with the performance of this Agreement;
16.2 Breach of this clause shall be deemed a material breach.
17.1 Either party may terminate this Agreement by giving to the other not less than 3 months written notice to terminate, such notice to expire on the expiry of the Term or any Renewal Period thereafter.
17.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
17.2.1 the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so. For the purposes of this clause, material breach means a breach that is serious in the widest sense of having a serious effect on the benefit which the terminating Party would otherwise derive from a substantial portion of this Agreement.
17.2.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on;
17.2.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
17.2.4 the other party’s financial position deteriorates to such an extent the other party’s capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy.
17.2.5 the other party ceases or threatens to cease to carry on business or in any way changes the nature of its business and/or the nature of the goods and services it sells; or
17.2.6 any event occurs which could damage the other party’s reputation, prove detrimental to the other party’s business or may give rise to fraud, suspicion of fraud or any other criminal activity.
17.3 Without affecting any other right or remedy available to it, We Are Fulfilment may terminate the Agreement with immediate effect by giving written notice to the Partner if:
17.3.1 the Partner has failed to pay any amount due under this Agreement for 60 days after the due date;
17.3.2 or there is a change of Control of the Partner.
17.3.3 the Partner engages in any activity which, in the absolute discretion of We Are Fulfilment, directly or indirectly competes with the business of We Are Fulfilment.
17.3.4 the Partner fails to comply with any instruction, notice and or request from We Are Fulfilment in relation to the use and or display of any IPRs, including but not limited to any trademark and or logo of We Are Fulfilment.
17.4 The rights to terminate the Agreement given by this clause shall be without prejudice to any other right or remedy of either party.
17.5 Termination of the Agreement shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.
17.6 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
17.7 Upon termination of this Agreement, the Account will be inaccessible to Partner, and all activities will be suspended. We Are Fulfilment reserves the right to cease shipping orders for a number of reasons, including but not limited to the following:
17.8 Account Balance remaining unpaid within 30 days of receipt of invoice.
17.9 If anyone using the Account uses abusive language or otherwise threatens, We Are Fulfilment or its staff.
17.10 To allow time to resolve or investigate a third-party complaint of a violation of this Agreement.
17.11 To allow time for investigation or resolution of an unauthorised transaction, customer complaint, dispute, or accusation; and
17.12 To allow time to pick all inventory for the close out orde
17.13 Additional Actions. If Partner is in breach of any of the terms of this Agreement, We Are Fulfilment may close, put on hold, or limit access to the Account or the Services. Without limiting any of the remedies under law or equity, We Are Fulfilment may also take any additional legal actions.
17.14 Removal of Stock upon Termination. Upon termination of the agreement by either party for any reason, Partner stock and property will be stored at the usual storage fee for a period of up to six weeks. If Partner property remains after six weeks then We Are Fulfilment Ltd reserves the right to dispose of the Partner stock and/or other property with no compensation payable to the Partner, however disposal fees may be charged to the Partner. All outstanding balances, including the final invoice, have to be paid by Partner before any stock will be released for removal
18.1 On termination of this Agreement for whatever reason:
18.1.1 the Partner shall immediately pay to We Are Fulfilment all outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, We Are Fulfilment may submit an invoice, which shall be payable immediately on receipt;
18.1.2 The parties shall, promptly return (or otherwise dispose of as the other party may instruct) all Materials, Brand Materials, documents and papers whatsoever sent the other party and relating to the business of the other (other than correspondence between the Parties) which that party may have in its possession or under its control, except for such information as the parties are is legally required to hold.
18.1.3 We Are Fulfilment shall forthwith deliver to Partner (or otherwise dispose as Partner may direct) the products which are the property of Partner which We Are Fulfilment may have in its possession or under its control. The cost of carriage, insurance, duty and charges incurred in any such return delivery up or other disposal to be borne by Partner.
19.1 Neither party shall be liable to the other or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform any of its obligations, if the delay or failure was due to any cause beyond the party’s reasonable control including (without limitation) flood, fire, acts of terrorism, civil disturbance, acts of any government or authority, revocation of any licence or consent, default of any We Are Fulfilment or sub-contractor, failure of any power supply, theft, malicious damage, strike lock-out or industrial action (excluding the party’s own employees or direct contractors), or the failure of any machine computer data processing system or network failures or communication link or failure in manufacture, production or the act or omission of Government or supply by third parties of equipment or services or by any other circumstance whatever beyond its reasonable control (“Force Majeure Event”).
19.2 The affected party shall:
19.2.1 as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party of the Force Majeure Event, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Agreement; and
19.2.2 use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
19.3 If the Force Majeure Event prevails for a continuous period of more than 2 months, either party may terminate this Agreement by giving 30 days’ written notice to all the other party.
19.4 Such termination shall be without prejudice to the rights of the parties in respect of any breach of this Agreement occurring prior to such Force Majeure Event.
20.1 The Partner shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without We Are Fulfilment’s prior written consent.
20.2 We Are Fulfilment may at its sole discretion, at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this Agreement.
21.1 Each party shall keep in strict confidence all data and all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed by the other party, its employees, officers, agents, consultants or subcontractors, and any other confidential information concerning the party’s business or its products (“Confidential Information”).
21.2 Each party shall ensure it’s employees, officers, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the parties.
21.3 Each party shall not use, or allow the use, of the other party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.
21.4 All Confidential Information supplied by a party to the other party shall, at all times, be and remain the exclusive property of the other party, but shall be held by the other party in safe custody at its own risk and maintained and kept in good condition by the other party until returned. They shall not be disposed of or used other than in accordance with the other party’s written instructions or authorisation
21.5 The Partner acknowledges and accepts that We Are Fulfilment may carry out or commission credit checks on the Partner for the purpose of obtaining an indication as to whether the Partner is likely to be able to pay the Charges.
21.6 Each party undertakes that it shall not at any time during this Agreement, and for a period of five years after termination of this Agreement, disclose to any person any Confidential Information concerning the business, affairs, Partners of the other party or of any member of the Group to which the other party belongs, except as permitted by this Agreement.
21.7 Each party may disclose the other party’s Confidential Information:
21.7.1 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s Confidential Information comply with this clause; and
21.7.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
21.8 No party shall use any other party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.
22.1 For the purposes of this clause 22, the terms “controller”, “data subject”, “personal data” and “processing” bear the respective meanings given to them in the Data Protection Act 2018.
22.2 The Parties acknowledge and agree that, in relation to personal data processed for the Purposes (the “Joint Personal Data”), they are joint data controllers.
22.3 The Originating Party shall:
22.3.1 ensure that it has a lawful basis for disclosing the Originating Data to the Receiving Party and shall provide a copy of its documented lawful basis upon request by the Receiving Party;
22.3.2 provide all data subjects, at the time their personal data is collected, with all necessary privacy information in a form which complies with the Data Protection Legislation in order for the Receiving Party to be able to lawfully use such personal data for the Purposes and, in the case of the Partner, the Partner shall include the following link (or such other link as We Are Fulfilment may provide to the Partner from time to time), within its privacy policy here:: https://www.wearefulfulment.co.uk/privacy-policy/
22.3.3 ensure that the Originating Data is accurate and up to date, and shall notify the Receiving Party as soon as possible (and in any event within 48 hours) upon becoming aware of any inaccuracies;
22.3.4 ensure that all data subjects are informed that their personal data will be shared with the Receiving Party for the Purposes; and
22.3.5 in relation to the Originating Data, comply with the requirements imposed on controllers by the Data Protection Legislation.
22.4 The Receiving Party:
22.4.1 shall only process the Originating Data for the Purposes;
22.4.2 may process the Originating Data outside the EEA provided that it has put in place appropriate safeguards and there are available to relevant data subjects enforceable rights and effective legal remedies in respect of any relevant country which is not deemed to have ensured an adequate level of protection;
22.4.3 shall process the Originating Data in a manner that ensures it is kept appropriately secure, including by protecting it against unauthorised or unlawful processing and against accidental loss, destruction or damage, using appropriate technical or organisational measures; and
22.4.5 shall, in relation to the Originating Data, comply with the requirements imposed on controllers by the Data Protection Legislation.
22.5 Each Party shall nominate a single point of contact within its organisation (a “Nominated Contact”). We Are Fulfilment’s Nominated Contact is its Head of Information Security and Data Protection, who is contactable at webmaster@wearefulfilment.co.uk.. The Partner shall notify We Are Fulfilment of its Nominated Contact within 7 days of the Commencement Date.
22.6 The Partner shall notify We Are Fulfilment’s Nominated Contact in writing as soon as possible (and in any event within 24 hours) upon receipt of any request or complaint by a data subject in relation to the Services (a “Data Subject Communication”). The Partner shall allow We Are Fulfilment to control the handling of, and response to, any Data Subject Communication and the Partner shall, at its own cost, provide We Are Fulfilment with all reasonable co-operation and assistance required by We Are Fulfilment in connection with such Data Subject Communication. The Parties shall each implement any measures necessary to address the Data Subject Communication. The Partner shall not respond to the data subject in relation to any Data Subject Communication unless agreed by the Parties in writing.
22.7 The Partner shall notify We Are Fulfilment’s Nominated Contact in writing as soon as possible (and in any event within 24 hours) upon becoming aware of any breach or reasonably suspected breach of this clause 22 (a “DP Breach”). The Partner shall immediately implement any measures necessary to remedy the DP Breach and to mitigate the risk of any similar breach occurring in the future. If the DP Breach relates to Joint Personal Data, the Partner shall not make any public statement or otherwise communicate with any third party in relation to the DP Breach without We Are Fulfilment’s prior written approval (except to the extent that the Partner may be obligated to do so by the ICO).
22.8 If: (i) the ICO notifies the Partner of any actual or potential investigation or enforcement action relating to Joint Personal Data; or (ii) a third party makes or notifies the Partner of an intention to make a claim against the Partner relating to Joint Personal Data (each a “DP Action”), the Partner shall notify We Are Fulfilment’s Nominated Contact in writing as soon as possible (and in any case within 24 hours) upon becoming aware of such DP Action, with sufficient information to enable We Are Fulfilment to assess the Parties’ potential liability.
22.9 We Are Fulfilment may give notice to the Partner in writing at any time if it wishes to take control of the handling of the DP Action, whereupon the Partner shall:
22.9.1 allow We Are Fulfilment to conduct all negotiations and proceedings in relation to the DP Action;
22.9.2 provide We Are Fulfilment with all information and assistance reasonably requested by We Are Fulfilment in relation to the DP Action;
22.9.3 not make any public statement or otherwise communicate with any third party in relation to the DP Action without We Are Fulfilment’s prior written approval (except to the extent that the Partner may be obligated to do so by the ICO); and
22.9.4 not make any admission of liability or otherwise attempt to settle the DP Action without We Are Fulfilment’s prior written approval.
22.10 Unless and until We Are Fulfilment gives the Partner notice pursuant to clause 22.9, the Partner shall at all times keep We Are Fulfilment fully informed of the status of the DP Action and shall not make any public statement or admission of liability or otherwise attempt to settle the DP Action without We Are Fulfilment’s prior written consent.
22.11 The Partner shall keep secure any user names, keys and passwords provided by We Are Fulfilment for the purpose of accessing We Are Fulfilment systems in order to manage Parcel queries and receive tracking updates. The Partner shall immediately notify We Are Fulfilment’s Nominated Contact of any actual or suspected breach of this obligation so that We Are Fulfilment can suspend the Partner’s access rights and take such other action as it deems necessary to ensure compliance with the Data Protection Legislation.
22.12 The Partner shall indemnify We Are Fulfilment and keep it indemnified in full, and hold it harmless, from and against any and all Losses suffered or incurred by We Are Fulfilment arising as a result of or in connection with the Partner’s failure to comply with this clause 22.
22.13 We Are Fulfilment shall, upon request by the Partner, promptly provide a copy of its Partner-facing privacy impact assessment which relates to the Joint Personal Data (and which shall include any relevant security policies). The Partner shall, upon request by We Are Fulfilment, promptly provide a copy of its privacy notice, any relevant security policies and a copy of any relevant data privacy impact assessment which relates to the Joint Personal Data. Each Party may request the other Party to provide any additional documents or information reasonably required to enable that Party to satisfy its obligations as a controller.
23.1 In relation to IPRs provided by a party to the other party as part of any guide, promotional activity, brand or logo (“Brand Materials”), the other party warrants and represents that the Brand Materials will not infringe the Intellectual Property Rights of any third party.
23.2 Both parties hereby grant the other party a world-wide, non-exclusive, royalty-free right and licence to use, display and reproduce the other parties’ trademarks and Brand Materials solely in connection with this Agreement.
23.3 Both parties agree to adhere to the other party’s reasonable usage guidelines, as notified in writing from time to time. We Are Fulfilment’s brand guidelines are attached to this Agreement at Schedule.
24.1 No press release or other communication whatsoever to be published by or in the media concerning the subject matter of this Agreement shall be published without the prior written consent of each of the parties to this Agreement, except as required by any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
25.1 Notwithstanding delivery or collection of the products to or by We Are Fulfilment, or any carrier, title in the products shall not pass to We Are Fulfilment nor to any carrier, and shall vis a vis the parties remain with the Partner at all times. Until ownership of the Parcels has passed to a Partner, We Are Fulfilment shall hold the products on a fiduciary basis.
26.1 With regards to the We Are Fulfilment Service, and without prejudice to other remedies whether under the Agreement or otherwise, We Are Fulfilment shall, in respect of all debts due from the Partner whether under the Agreement or otherwise and whether or not due for payment have a lien on all Parcels, goods and property in its possession belonging to the Partner (whether worked on or not) and whether or not in the possession of the We Are Fulfilment under the Agreement and shall be entitled on the expiration of 14 days’ notice to dispose of such products, goods or property as it thinks fit and to apply any proceeds towards such debts.
27.1 Any dispute arising under or in connection with this Agreement or as to the rights and liabilities of the parties hereto, or as to construction or interpretation hereof shall be settled by an amicable effort of both parties’ senior management.
27.2 In the event the attempt at settlement has failed, the dispute shall finally and exclusively be referred to arbitration by a single arbitrator, appointed by agreement between the parties or (in default) nominated on the application of either party by the President of the Law Society, in accordance with the provisions of the Arbitration Act 1996 or any statutory modification or re-enactment thereof.
28.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
28.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
29.1 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
30.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
30.1.1 waive that or any other right or remedy; or
30.1.2 prevent or restrict the further exercise of that or any other right or remedy.
31.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
32.1 Any notice or other communication given to a party under or in connection with this Agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail.
32.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address in the Commercial Terms; if sent by pre-paid first class post or other next working day delivery service, on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by facsimile message or e-mail, one Business Day after transmission.
32.3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
33.1 No one other than a party to this Agreement shall have any right to enforce any of its terms.
34.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England and shall be governed by and construed in accordance with the laws of England.
