Version 1.1 — 24 August 2026
The Despatch Company Ltd (DCL) registered in England & Wales, company number 09615192 was formerly known as Despatch Cloud Ltd.
THIS FRAMEWORK CONTRACT COMPRISES OF
1. The Statement of Work(s); and
2. These Extended Terms and Conditions (previously special terms) and
3. The Data Processor Agreement: that governs the processing of Personal data by Us.
4. The International Data Processing Agreement
The Extended Terms and Conditions are for clients on signed contracts with a duration that exceeds 6 months. Clients on rolling terms agree to the standard Terms and Conditions.
We strongly advise you to pay careful attention to Section 15 which deals with limitations of liabilities and Section 16 which deals with auto renewal.
Definitions
In this Agreement, except to the extent expressly provided otherwise:
1.1 "Acceptance Criteria" means: (a) the Platform and Hosted Services conforming in all material respects with the Hosted Services Specification; and (b) the Hosted Services being free from Hosted Services Defects;
1.2 "Acceptance Period" means a period following the making available of the Hosted Services to the Customer for the purposes of testing the length of the period to be agreed in the relevant Statement of Work.
1.3 "Acceptance Tests" means a set of tests designed to establish whether the Hosted Services meet the Acceptance Criteria, providing that the exact form of the tests shall be determined and documented by the Provider acting reasonably, and communicated to the Customer in advance of the first Acceptance Period.
1.4 "Account" means an account enabling the Client to access and use the Hosted Services; the Service may include an unlimited number of sub-accounts where staff from the client can access the service;
1.5 "Affiliate" means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;
1.6 "Agreement" means this agreement including any Schedules and any amendments to this Agreement from time to time;
1.7 "Business Day" means any weekday other than a bank or public holiday in England;
1.8 "Business Hours" means the hours of 09:00 to 17:00 GMT/BST on a Business Day;
1.9 "Change" means any change to the scope of the Services;
1.10 "Charges" means the following amounts: (a) the amounts specified in the statement of work; (b) such amounts as may be agreed in writing by the parties from time to time; and (c) amounts calculated by multiplying the Provider's standard time-based charging rates (as notified by the Provider to the Customer before the date of this Agreement and/or updated from time to time) by the time spent by the Provider's personnel performing the Support Services; (d) usage in excess of the agreed limits (listed in the Statement of Work(s)).
1.11 "Credit" means bookkeeping units that describe the use of a function of the Hosted Service;
1.12 "Order" means the addition of a record in a The Despatch Company Ltd System that has data (in full or in part) that would enable goods to be shipped to a recipient.
1.13 "Label" means a single API request sent to a courier to generate a label for the dispatch of a letter or packet;
1.14 "Hub" means a single instance of a The Despatch Company Ltd Order Management or Warehouse Management system, which is connected to the main client system and provided to be utilised by the End Users of Client;
1.15 "Confidential Information" means the Confidential Information of either party or the Client's End User, provided as part of the relationship that is either described as confidential or would reasonably be understood to be confidential;
1.16 "Control" means the legal power to control (directly or indirectly) the management of an entity (and "Controlled" should be construed accordingly);
1.17 "Client Data Subject(s)" means the entities whose data is processed (Data Processing) by The Despatch Company Ltd on behalf of Client;
1.18 "Client End User(s)" means the entity to which the Client resells the service to, or otherwise enters into a contract with, to access the service or allows to use the Service;
1.19 "Client Data" means all data, works and materials uploaded to or stored on the Platform by the Client or any Client End User; transmitted by the Platform at the instigation of the Client; supplied by the Client to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Client (but excluding analytics data relating to the use of the Platform and server log files);
1.20 "Client Personal Data" means any Personal Data that is processed by the Provider on behalf of the Client in relation to this Agreement, but excluding personal data with respect to which the Provider is a data controller;
1.21 "Client Systems" means the hardware and software systems of the Client that interact with, or may reasonably be expected to interact with, the Hosted Service;
1.22 "Customisation" means customisation of the Hosted Services, whether made through the development, configuration or integration of software or otherwise;
1.23 "Data Processing" has the meaning given to it by UK GDPR and the Data Protection Act 2018;
1.24 "Data Protection Laws" means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Customer Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679) or UK equivalent;
1.25 "Documentation" means the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer;
1.26 "Effective Date" means the date of execution of this Agreement;
1.27 "End User" means a third party which is provided access to the Hosted Service by the Client, for the purpose of utilising the Hosted Service;
1.28 "Expenses" means the travel, accommodation and subsistence expenses that are reasonably necessary for, and incurred by the Provider exclusively in connection with, the performance of the Provider's obligations under this Agreement;
1.29 "Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected;
1.30 "Hosted Services" means the The Despatch Company Ltd service, as specified in the Statement of Works, which will be made available by the Provider to the Customer as a service via the Internet in accordance with this Agreement;
1.31 "Hosted Services Defect" means a defect, error or bug in the Hosted Service or Platform having a material and negative effect on the operation, functionality or performance of the Hosted Services;
1.32 "Insolvency Event" means the occurrence of any of the following events:
(a) it is unable to pay its debts as they fall due, or admits in writing its inability to do so;
(b) it becomes subject, voluntarily or involuntarily, to any proceeding under any applicable domestic or foreign law relating to bankruptcy, insolvency, reorganisation, administration, moratorium or similar relief, and such proceeding is not stayed within 10 business days or dismissed, withdrawn or vacated within 45 days after commencement;
(c) it is dissolved, liquidated (other than for a bona fide solvent restructuring), or takes any corporate action in preparation for such event;
(d) it makes a general assignment, composition or arrangement with or for the benefit of its creditors;
(e) a receiver, trustee, administrator, liquidator, custodian or similar officer is appointed in respect of it or any material part of its business or assets and such appointment is not discharged within 30 days;
(f) any execution, attachment, enforcement or similar legal process is levied against any material part of its assets and is not discharged or stayed within 30 days; or
(g) it suspends or ceases (or threatens to suspend or cease) carrying on all or a substantial part of its business.
1.33 "Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered;
1.34 "Maintenance Services" means the general maintenance of the Platform and Hosted Services, and the application of Updates and Upgrades;
1.35 "Initial Term" means, in respect of this Agreement, the period stated in the Statement of Works beginning on the Effective Date;
1.36 "Mobile App" means any mobile application made available by the Provider via app stores or optimised websites;
1.37 "Order Form" means the part of the Statement of Works or Custom Work Scoping documentation, or other document entered into between the parties confirming an order with The Despatch Company Ltd;
1.38 "Personal Data" has the meaning given to it in the Data Protection Laws applicable in the United Kingdom;
1.39 "Platform" means the platform managed by the Provider and used by the Provider to provide the Hosted Services;
1.40 "Remedy Period" means a period of 20 Business Days or such other period as agreed, for rectifying Hosted Services Defects;
1.41 "Schedule" means any schedule attached to the main body of this Agreement;
1.42 "Security Incident" means an unauthorised access or breach of data security, as defined in Clause 1.42;
1.43 "Services" means any services provided by the Provider under this Agreement;
1.44 "Set Up Services" means the configuration, implementation and integration of the Hosted Services;
1.45 "Support Services" means support for the Hosted Services, excluding training services;
1.46 "Term" means the term of this Agreement;
1.47 "Third Party Services" means any hosted or cloud services provided by a third party that interact with the Hosted Services;
1.48 "Update" means a hotfix, patch or minor version update to any Platform software;
1.49 "Upgrade" means a major version upgrade of any Platform software;
1.50 "User" means an individual authorised by you to access the Hosted Services;
1.51 "We", "Us", "Our", "Provider", "Supplier" or "The Despatch Company Ltd" means The Despatch Company Ltd registered in England under number 09615192;
1.52 "Website" means https://thedespatchcompany.com/, https://helmwms.com/, https://heyvoila.io/ or https://heyneuro.io/;
1.53 "You" means the entity entering into a Statement of Work or Order Form as the "Client".
1.54 "Further Term" means each successive 12-month renewal period following the expiry of the Initial Term, unless otherwise stated in a Statement of Work.
1.55 "Wind Down" means the period after a downgrade request or service termination notice is submitted, during which services are reduced or phased out in accordance with the terms of the Agreement.
1.56 "Scoping Document" means the document attached to a Statement of Work or App Development Agreement that outlines the functional, technical, and delivery requirements of a Development Service.
1.57 "Custom Work Scoping Documentation" means a document used to specify custom development, integrations, or bespoke features agreed between the Client and The Despatch Company Ltd.
1.58 "App Development Agreement" means a written agreement between the Client and The Despatch Company Ltd specifically governing the design and development of a mobile or web-based application.
1.59 "Hosted Service defect" means a failure of the Hosted Services to operate in accordance with the service levels or technical expectations agreed in the Statement of Work or described in Clause 3.3.
1.60 "Statement of Works" means one or more documents titled as such that describe the specific Hosted Services, Support Services or Development Services to be delivered under this Agreement.
1.61 "Development Service(s)" means any service involving the design, development, or implementation of software or related materials provided by The Despatch Company Ltd under a Statement of Work.
1.62 "Deliverables" means any software, configuration, documentation, report, or other work product created or provided by The Despatch Company Ltd as part of a Development Service.
1.63 "Change Request" means a documented request by either party to modify the scope, specification, timeline or cost of any agreed Deliverable or Service.
1.64 "Change Control" means the process by which Change Requests are assessed, approved, or rejected in writing by The Despatch Company Ltd.
1.65 "Overage Rate" means the fee charged for any usage in excess of the stated fair usage policy or contract limits, as published by The Despatch Company Ltd.
1.66 "Dispute Resolution Mechanism" means the procedures outlined in Clause 23 for resolving any disputes arising under this Agreement.
1.67 "Enterprise Plan(s)" means a tier of enhanced support or service level agreement provided to a Client, as specified in the relevant Statement of Work.
1.68 "Alternative Dispute Resolution" means non-judicial methods of resolving disputes including mediation and arbitration as outlined in Clause 23.
1.69 "Audit" means any audit, assessment, inspection, questionnaire, self-assessment or other verification exercise conducted by or on behalf of the Client (including at the request of a Client End User, customer of the Client or regulator) to verify the Provider's compliance with this Agreement or with compliance standards applicable to the Client's supply chain;
1.70 "Audit Assistance Allocation" has the meaning given in clause 31.3.
1.71 "End User Terms" means the obligations and restrictions set out in clauses 4.3, 4.4, 4.7, 4.8, 10.4 and 17 of this Agreement, together with any acceptable use or security requirements set out in the applicable Statement of Work.
2. Term & Statement of Work
2.1 This Agreement is for the Initial Term and will continue for consecutive Further Terms or as set out in a Statement of Work unless terminated in accordance with clause 14.
2.2 This Agreement shall subsist for as long as at least one Statement of Work subsists. Termination of any one Statement of Work shall not affect any other Statement of Work, save where specified therein, although if grounds to terminate apply to the Agreement or to multiple Statements of Work, then each affected Statement of Work may be terminated simultaneously.
2.3 For the supply of further The Despatch Company Ltd services, the parties shall agree a new Statement of Work. Unless an express statement to the contrary is included in a new Statement of Work, all Statements of Work will be governed by the Terms and Conditions of this agreement.
2.4 If there is any conflict or inconsistency between any provision of these Extended Terms and any Statement of Work, these Extended Terms shall prevail unless specifically stated in writing in a Statement of Work, with explicit reference to the conflicting clause.
2.5 Each Statement of Work will be effective on execution by authorised signatories from each party and the Effective Date shall be deemed to be the date on which You executed the Statement of Work or such other date as set out on the Statement of Work
2.6 The Despatch Company reserves the right to update or change this Agreement, the Data Protection Agreement & any Statement of Work with 6 months' written notice, provided in written form to the customer (either as a physical letter or an email to the nominated point of contact). Subject to:
2.6.1 For a period of 90 days after the Client was made aware of any changes, the Client will at their sole discretion, have the right to terminate any agreements for the provision of services that are affected by any change(s), immediately or within a set timeframe, in the event that, following any discussions with the Despatch Company Ltd regarding changes made by The Despatch Company Ltd to the agreement, Client (at its sole discretion acting reasonably) considers that such changes will have a material adverse impact on them.
2.6.2 The Client will have a period of 90 days to terminate according to clause 2.6.1, during which time the changes will not be in force and for the avoidance of doubt the Client will not be liable to any further charges other than those previously agreed. After to 90 days the changes will be deemed to have been accepted.
2.6.3 The Data Processing Agreement may only be changed to reflect changes in law or regulator guidance and not to reduce data-protection safeguards.
2.7 Where the Client terminates any affected agreement or Statement of Work pursuant to clause 2.6.1, then with effect from the date such termination takes effect: (a) The Despatch Company Ltd shall not charge, and the Client shall not be liable for, any Fees or Charges accruing after that date (save for any Fees or Charges lawfully accrued in respect of Services provided up to and including that date), unless otherwise expressly agreed in writing between the parties; and (b) The Despatch Company Ltd shall refund to the Client any prepaid Fees relating to the period after that date, calculated on a pro rata basis.
3. Description of Service
3.1 The Hosted Service(s) shall be provided to you as set out in the applicable Statement of Work. Any new features which are subsequently added to the Hosted Service(s) during the Term shall also be, unless agreed otherwise in writing, subject to this Agreement.
3.2 The Despatch Company Ltd cannot guarantee that the Hosted Service(s) will be continuously available as the Hosted Service(s) may be unavailable from time to time due to either:
(a) scheduled downtime for Hosted Service(s) upgrades and/or maintenance; and/or
(b) any circumstances which are beyond Our reasonable control such as technical failures, subject to The Despatch Company Ltd having taken reasonable steps to identify and mitigate such risks
3.3 Uptime Commitment
3.3.1 The Despatch Company Ltd will guarantee 99.8% uptime of the Hosted Service, measured in accordance with clause 3.4 and averaged over each rolling 3-month period.
3.3.2 Failure to achieve this average over a rolling 3-month period, after applying the exclusions in clause 3.4.3, will be considered a Hosted Service defect.
Service Levels
3.3.3 Measurement. Uptime is measured on a continuous 24/7 basis. Uptime for any measurement period is calculated as: (total minutes in the period, less Excluded Downtime, less unplanned downtime) divided by (total minutes in the period, less Excluded Downtime), expressed as a percentage.
3.3.4 Monitoring and reporting. The Despatch Company Ltd will monitor the availability of the Hosted Service continuously and will make availability information accessible to the Client as set out in the applicable Statement of Work.
3.3.5 Excluded Downtime. "Excluded Downtime" means any period of unavailability arising from: (a) planned maintenance notified to the Client at least 48 hours in advance and, where reasonably practicable, scheduled outside the hours of 08:00 to 18:00 (UK time) on business days; (b) emergency maintenance reasonably necessary to preserve the security, stability or integrity of the Hosted Service; (c) failure or unavailability of the Client's own systems, networks or connectivity; (d) failure or unavailability of third-party services, systems or APIs outside The Despatch Company Ltd's reasonable control, including carrier, marketplace and courier integrations; (e) suspension of the Hosted Service as permitted under the Agreement; and (f) a force majeure event.
3.3.6 Service credits. Where service credits are specified in the applicable Statement of Work, such credits are the Client's sole and exclusive remedy in respect of any failure to meet the uptime commitment in clause 3.3, without prejudice to any right of termination expressly set out in the Agreement.
3.3.7 Claims. Service credits are not applied automatically. To claim a service credit, the Client must notify The Despatch Company Ltd in writing within 30 days of the end of the relevant 3-month measurement period, identifying the measurement period and the claimed shortfall. Following verification of a valid claim, the applicable credit will be applied against the Client's next invoice. Service credits have no cash value and are not refundable.
3.4 The Despatch Company Ltd cannot guarantee any aspect of the Service which is reliant on third party services, such as Channels, Couriers, Hosting, ISPs, Internet Security Providers, Power, or critical sub-contracted services, beyond those guarantees provided by the relevant supplier. This is subject to reasonable care and attention by The Despatch Company Ltd being applied to the selection of a vendor and taking reasonable steps to verify their competencies.
3.5 Where the Statement of Work or any addendum does not specify a limit on usage (such as the number of Orders or the number of Users) there is a fair usage cap that may be negotiated between the parties in good faith. For the Client or End Users, the number of users will be capped at 500 per account unless otherwise mutually agreed in writing between the parties.
4. Terms of Use
4.1 Each subscription to the Service is held through an Account. Where You are an individual, the Account is registered in Your name. Where You are an organisation, the Account is registered in Your corporate name and is administered by one named individual employee or officer designated by You as the account owner (the "Account Owner"), who may be changed by written notice to Us. Each User credential issued under an Account must be assigned to, and used only by, a single named individual. Accounts and User credentials must not be registered, shared, pooled or operated through automated methods; for the avoidance of doubt, system-to-system access via the Service's published APIs using API credentials issued under an Account is permitted and does not breach this clause.
4.2 You must provide on signup, and keep accurate and up to date: your full legal name and, where You are an organisation, your company registration number; a valid email address for the Account Owner or main point of contact; your registered address; your correspondence address (if different); contact details for your accounts department; your VAT number (where applicable); and the credentials, API keys or authorisations required to connect your third-party accounts (such as Channels and Couriers) to the Service. Other information may be requested by The Despatch Company Ltd in order to complete the signup process, or to access services, or as required by agreed third parties (such as couriers).
4.2.1 Credentials provided under clause 4.2 in respect of third-party accounts relate to accounts held by You with those third parties and remain Your responsibility. You must ensure they are valid, current and sufficient for the Service to operate, and must notify Us promptly of any change, revocation or expiry.
4.2.2 We shall hold credentials stored within the Service securely and use them only to provide the Service.
4.2.3 We shall not be responsible for any failure of the Service caused by invalid, expired or insufficiently permissioned third-party credentials.
4.3 You are responsible for maintaining the security (including the accounts of those who you resell to) of your account login information (username & password and any third-factor authentication service) The Despatch Company Ltd cannot and will not be liable for any loss or damage from failure to comply with this security obligation. You must notify Us immediately in the event of loss of your username and password.
4.4 The Despatch Company Ltd hereby grants you a limited, non-transferable, (except to authorised assignees under this Agreement) non-exclusive licence to use and access the Hosted Service solely for your internal business purposes, provided that you shall not:
4.4.1 licence, sub-license, sell, resell (except when bound by these terms), rent, lease, transfer, assign, distribute or otherwise exploit the terms of this licence or make the Hosted Service available for access or use by any person(s) other than the End Users, save as for is expressly permitted by this Agreement or authorised by The Despatch Company Ltd;
4.4.2 use the Hosted Service to process any data unlawfully;
4.4.3 allow any unauthorised access to, or use of, the Hosted Service. You must notify us immediately in the event that you become aware of any such unauthorised access to, or use of, the Hosted Service;
4.4.4 modify, adapt, decipher, decompile, reverse engineer or otherwise attempt to determine the source code of the Software which makes up the Hosted Service except as otherwise expressly permitted by law;
4.4.5 use the Hosted Service or allow the Hosted Service to be used in an unlawful manner including, but not limited to, the infringement of any third party intellectual property rights or use of the Hosted Service in breach of any third party's privacy rights;
4.4.6 use the Hosted Service or allow the Hosted Service to be used in a manner that violates the Documentation or this Agreement, and that interferes or disrupts with the provision of the Hosted Service by The Despatch Company Ltd to third parties;
4.4.7 use the Hosted Service or allow the Hosted Service to be used to upload, store or transmit any malicious code or other similar harmful software such as viruses, malware or trojan horses;
4.4.8 use the Hosted Service or allow the Hosted Service to be used to make any transmission, display or publication of any material which is of a defamatory, offensive, abusive or menacing character to any other person; or
4.4.9 use the Hosted Service or allow the Hosted service to be used for any transmission, display or publication of any material in breach of the Data Protection Act 2018 (or any amending statute) dealing with data protection or similar legislation in any other country of any material which is confidential or is a trade secret.
4.5 You are responsible and liable to Us for all access to and use of the Hosted Service by your End Users (including those whom you resell to) and Users, as if such access and use were your own acts and omissions. Without limiting that responsibility, you shall:
4.5.1 ensure that each End User is bound by written terms no less protective of The Despatch Company Ltd than the End User Terms before that End User accesses the Hosted Service, and ensure that Users do not access or use the Hosted Service in breach of this Agreement;
4.5.2 notify Us promptly on becoming aware of any breach of the End User Terms or of this Agreement by an End User or User, take reasonable steps to end the breach, and suspend the relevant End User's or User's access where the breach is material or where We reasonably require it on written notice;
4.5.3 acknowledge that your obligations under this clause 4.5 to oversee End User and User activity are assessed by reference to the functionality made available to you within the Hosted Service from time to time, and that you are not required to monitor activity at a level of granularity the Hosted Service does not provide; provided that this does not reduce or qualify your responsibility and liability under this clause 4.5 for the acts and omissions of End Users and Users, which applies regardless of whether the relevant activity was visible to, or monitored by, you; and
4.5.4 acknowledge that any monitoring, analytics or reporting functionality beyond that made available within the Hosted Service as standard may be requested as a Change Request and, if accepted by Us, will be scoped and charged in accordance with clause 25.2.
4.6 You may not transfer your concurrent licence to use and access the Service to any third party;
4.7 You may not use your account, or allow your account to be used for any illegal or unauthorised purpose. You must not, during your use of this Hosted Service, violate any laws in your jurisdiction (including, but not limited to copyright laws).
4.8 You may not adapt the Hosted Service, (or allow the Hosted Service to be adapted) in whole or in part with the intent to, or the outcome of, circumvent the fee structure.
4.9 You agree to indemnify The Despatch Company Ltd against all and any losses, costs and expenses The Despatch Company Ltd may incur as a result of any breach by you of this clause 4., up to the limit of the actual amount paid by or payable by you, to The Despatch Company Ltd during the previous four (4) months of the Hosted Service usage.
4.10 Various services may be required to be set up on your account or data input, you are normally required to set these services and/or input the data up yourself and we may in rare circumstances, and at our sole discretion, set services or input data up on your behalf. In the event that you have set up the service and/or input data you are responsible for the data, both to verify that it is correct and that it is accurately input. Where services or data has been input by us you are solely and strictly liable to verify that the service has been set up and/or the data input correctly.
5. Account Billing, Invoicing and Refunds
5.1 You shall be billed monthly for the Service in advance from the Effective Date of your subscription term for the minimum agreed volume, and monthly in arrears for the actual volume in excess of that volume. Or in advance for any ad hoc development or other mutually agreed work. Payments received from you by The Despatch Company Ltd shall be on a non-refundable basis, subject to the terms of this Agreement and the dispute resolution mechanism herein. There will be no refunds or credits for partial months of Service, upgrade/downgrade refunds, or refunds for months where you have not used the service.
5.2 The Client shall have the number of days stated in their Statement of Words from the receipt of the invoice (pursuant to clause 5.1) to remit payment of any undisputed amounts to The Despatch Company Ltd for the Services. The Despatch Company Ltd reserves the right to limit, suspend or terminate access to the Service upon 23 days written notice to you in the event of late or non-payment of The Despatch Company Ltd's invoices (except where late or non-payment relates to a dispute raised by you in good faith in relation to any invoice).
5.3 Notwithstanding the payment schedule for the Services to which you have subscribed, certain Services requested by you, may incur additional charges which will be invoiced monthly to you. We shall notify you in advance in writing of any additional charges applicable to your subscribed Services.
5.4 If you choose to add any additional Service during your Initial or Renewal Period, payment terms for any additional Service shall be agreed in writing with The Despatch Company Ltd and you and will be set out in a new payment schedule mutually agreed between the parties.
5.5 Additional Users may be added to your account during your Subscription Term (including any Wind Down) and an additional charge per user will be payable in line with your contract terms stated on the order form when added to the Service. These are laid out in the statement of work.
5.6 If you experience account activity over the limits specified in the statement of work(s), The Despatch Company Ltd will charge in arrears on the excess activity The cost of which will be in the Statement of Works or from our published price list (which every rate is lower will apply). Periods will be measured as complete months.
5.7 At the conclusion of the Initial Term or any Further Term, we reserve the right to revert Fees to the then current list price.
5.8 The Client may request an upgrade at any point during this agreement, with 5 days notice, the update can be backdated or take effect at next invoice date, depending on agreement with the client.
5.9 A client may request a downgrade with 30 days notice. The client may only downgrade when they have previously upgraded and may only downgrade to the plan level stated on the contract.
6. Cancellation and Right to Monitor
6.1 Upon cancellation of an Account, payment is to be made up to the end of the billing period you are in. Under no circumstances shall any refunds for non-use of the Hosted Service be given due to early termination of the Hosted Service by you without cause.
6.2 Cancelled Accounts will have their data archived in a secure backup facility for up to 1 month after cancellation, upon the expiry of which it will be automatically deleted. During such 1 month period the client can elect to have this data extracted and supplied to them or alternatively deleted.
6.3 The Despatch Company Ltd recognises and confirms that the information from you contained in and processed by the Service is confidential. In the normal provision of the Hosted Service The Despatch Company Ltd would not access or monitor your Account. However, The Despatch Company Ltd reserves the right to utilise such access in order to support, manage and protect the integrity of the Hosted Service (including but not limited to preventing illegal activity, uploading of virus-infected files or questionable material and for general client support) where permitted by applicable law.
7. Right of Refusal
7.1 The Despatch Company Ltd acting reasonably has the right to accept or decline trial and paid account requests in its sole discretion with no obligation to detail the reasoning behind such decision.
8. Modifications to the Service and Prices
8.1 Renewal Pricing. On expiry of the Initial Term and on each subsequent renewal of this Agreement, the Fees for the Services shall automatically be adjusted to The Despatch Company Ltd's then-current standard list price for the applicable Services (the "List Price"). If the Customer does not wish to renew the Agreement at the applicable List Price, the Customer may prevent the Agreement from renewing by giving The Despatch Company Ltd written notice of termination at least 60 days before the relevant renewal date. If such notice is not given, the Agreement shall renew in accordance with its terms at the applicable List Price.
8.2 Other Price Increases. Following the Initial Term, The Despatch Company Ltd may increase the Fees other than pursuant to clause 8.1 by giving the Customer at least 60 days' prior written notice. If the Customer does not agree to such an increase, the Customer may terminate the affected Services by giving written notice to The Despatch Company Ltd before the price increase takes effect. Any such termination shall take effect immediately before the relevant price increase would otherwise become effective.
8.3 In order to fulfil its obligations in managing and upgrading the Service, The Despatch Company Ltd may at any time amend the Service (where this does not materially impact the core functions relied on by the client) and any documentation relating thereto for any reason including, but not limited to: legal, technical, or business considerations. Should any change have a material impact the Supplier will discuss it with the Client, explain why the change is required and take reasonable steps to mitigate the impact.
8.4 If The Despatch Company Ltd makes any change to the Services that, in the Client's reasonable opinion, has a material adverse impact on the Client, the Client may, within 90 days of receiving, no less than, 30 days prior written notice of such change, terminate the affected Service Agreement(s) either immediately or on a date specified by the Client. Prior to termination, the parties shall discuss in good faith any potential mitigations. In the event of termination under this clause:
(a) the Client shall not be liable for any fees accruing after the effective date of termination; and
(b) The Despatch Company Ltd shall refund to the Client any prepaid fees relating to the period after the effective date of termination, calculated on a pro rata basis.
8.5 You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, The Despatch Company Ltd or any The Despatch Company Ltd product.
9. Support
9.1 Standard Telephone & Internet based support is available between the hours of 08:00 to 17:00 Monday to Friday
9.2 A support ticket may be raised by you at any time but you acknowledge that The Despatch Company Ltd will only respond during the hours detailed in section 9.1 above.
9.3 Optional Enterprise Plans are available and the support details and SLA will be attached to the relevant Statement of Work or Ammendum agreement.
10. Code and Data Ownership
10.1 Any data entered in your live Account database or uploaded to the Hosted Service remains yours at all times and can be supplied if needed as a digital file upon request. There will be a charge of £75 as an administration fee, if you require our support to provide such data. For the avoidance of doubt, the Client has access to their data through the API access provided under this Agreement and through the portal provided to access the Hosted Service with no additional charges.
10.2 The Despatch Company Ltd does not pre-screen any content but reserves the right to refuse or remove any content available via the Hosted Service which is illegal, subject to civil action, or hosting can reasonably be considered to be materially damaging to Provider, although you acknowledge and accept that The Despatch Company is not obliged to monitor such content as a standard part of the Hosted Service provided.
10.3 The Despatch Company Ltd houses all Software on servers which are either owned by Us or leased from third parties. A list of server locations can be provided on request. All hosting will comply with ISO27001 or equivalent standards. All hosting with be in the UK or EEA for UK and EU-based clients and within the UK or EEA or for clients based in the United States of America or Canada.
10.4 Unauthorised distribution of the Software without prior consent is strictly prohibited and includes placing our Software on any physical or virtual servers or mediums without special agreement or written consent form The Despatch Company Ltd.
10.5 The Despatch Company Ltd code will not be accessible for any Account.
10.6 The Despatch Company Ltd shall have the right to collect and analyse data and other information in relation to your use, provision and performance of the Services and The Despatch Company Ltd will be free to:
10.6.1 use such data and information during the term of the Agreement in an aggregated and anonymised form to create reports and improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services, and
10.6.2 for other The Despatch Company Ltd offerings, and in connection with its business disclose data and information on an aggregated and anonymised basis to third party commercial partners and investors, provided that The Despatch Company Ltd may only use usage data for the purposes outlined in this clause 10.6.2.
11. Data Loss & Backups
11.1 The Despatch Company Ltd will not accept under any circumstances the liability for any loss of client data whether that be through general use, hacking or server failure subject to maintaining such data security standards as are necessary to comply with the Agreement and ensure that you are not in breach of Data Protection Laws.
11.2 The Despatch Company Ltd will operate one daily backup of the subscription account data and the server itself as a minimum. Additional backups may be listed in the Statement of Work.
11.3 The Despatch Company Ltd will maintain a Security Incident Response plan which outlines the company's response to a Security Incident, how to classify and triage the data lost and how to advise stakeholders including clients who are affected and regulatory authorities.
11.4 As a minimum The Despatch Company Ltd shall provide all reasonable cooperation with any Security Incident investigation carried out by You (or any end user of Yours), including
(a) making our personnel available; and
(b) providing data and other information. We shall investigate and report to You on the cause of the breach, including proposed corrective action within 24 hours of the Security Incident.
12. Confidentiality
12.1 Duty of Confidentiality; The Despatch Company Ltd will at all times treat Confidential Information as defined in clause 1.15 with the strictest confidence. We undertake not to use, disclose, or allow access to any Confidential Information except as expressly permitted under this Agreement, as required by law, or in accordance with the Client's documented instructions.
12.2 Confidentiality Obligations; Each party (the "Recipient") undertakes to the other party (the "Discloser") that during the Term and for a period of ten (10) years thereafter, it will:
a. keep all Confidential Information secure and protected against unauthorised access, disclosure, alteration, or destruction;
b. not disclose any Confidential Information to any third party without the prior written consent of the Discloser (save as permitted in clause 12.3);
c. use the Confidential Information solely for the performance of this Agreement and for no other purpose;
d. notify the Discloser immediately upon discovery of any unauthorised access to or use of the Confidential Information.
Confidential Information does not include information which:
i. was lawfully in the possession of the Recipient prior to disclosure by the Discloser without any obligation of confidentiality;
ii. becomes public knowledge other than by breach of this clause or any other confidentiality obligation;
iii. is independently developed by the Recipient without use of the Discloser's Confidential Information; or
iv. is required to be disclosed by law or a competent regulatory authority, provided that the Recipient (where lawful to do so) gives prompt notice to the Discloser and cooperates in any efforts to restrict disclosure.
12.3 Permitted Disclosure; Each party may disclose the other's Confidential Information to its employees, officers, professional advisers, auditors, contractors, and sub-processors (including hosting providers) solely to the extent necessary to perform its obligations under this Agreement and provided that those recipients are under binding confidentiality obligations that are no less stringent than those set out in this clause.
The disclosing party shall remain liable for any breach of confidentiality by such recipients.
12.4 Enforcement and Remedies; The terms of each Statement of Work, as well as any pricing, service specifications, or implementation plans not otherwise publicly available, shall be deemed Confidential Information of both The Despatch Company Ltd and the Client. Each party agrees that a breach or threatened breach of this clause by the other would cause irreparable harm. In such cases, either party shall be entitled to seek interim, injunctive, or equitable relief (without the requirement to post security or prove actual damages) in addition to any other remedies available at law or in equity.
13. Warranty
13.1 The Despatch Company Ltd warrants that:
13.1.1 it has the right to provide the Hosted Service and any accompanying materials as contemplated under this Agreement and that each of the foregoing, and their provision in accordance with the terms of this Agreement, does not and will not infringe the Intellectual Property Rights or other rights of any third party;
13.1.2 the Hosted Service will operate and function as defined by the Statement of Work (s) or described on the website, or on The Despatch Company Ltd Documentation, or where additional service agreements have been agreed upon by a specification provided in writing;
13.1.3 the Hosted Service will be provided with all due care, skill and diligence and by means of reasonably and appropriately qualified and skilled personnel.
13.2 The Despatch Company Ltd shall implement industry best practices to prevent the Service from including or permitting vulnerabilities that may lead to any Security Incident or any malicious code. The Client's reasonable care and attention to the matter of cyber security are expected under this agreement, including the expectation that the Client will have reputable software to mitigate the risk of Security Incidents.
13.3 Except as expressly set out in this Agreement and subject only to clause 15.1, no implied conditions, warranties or other terms, including any implied term relating to satisfactory quality or fitness for any purpose, will apply to the Service or to anything else supplied or provided by The Despatch Company Ltd under this Agreement.
14. Termination
14.1 Either party may terminate this Agreement without cause, with 60 days prior written notice to the other party, to take effect only at the end of each term.
14.2 The Client may terminate this Agreement immediately in writing to The Despatch Company Ltd if the Hosted Service and/or any material functionality of the Hosted Service is unavailable or inaccessible to you and your Users for either
(a) more than three (3) consecutive days; or
(b) more than five (5) days in any thirty (30) day period as a result of the fault or failure of The Despatch Company Ltd.
and in the event of such termination, The Despatch Company Ltd shall refund the Client in respect of any Charges relating to unused Hosted Services on a pro-rata basis.
14.3 Without prejudice to any other rights to which it may be entitled:
14.3.1 either party may terminate this Agreement with immediate effect if the other party commits any material breach of any of the terms herein and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified under this sub-clause, such notice to refer to the notifying party's intent to terminate this Agreement unless the breach is remedied;
14.3.2 either party may terminate this Agreement with immediate effect if the other suffers an Insolvency Event; or
14.3.3 in the case of a force majeure event as specified under the Force Majeure section below, either party may terminate this Agreement with immediate effect pursuant to that Clause, if the force majeure event continues for 30 days or more.
14.4 As an alternative to sub-clause 14.3.1 above, The Despatch Company Ltd may suspend or terminate your access to the Service with immediate effect if you are in material breach of any obligation under this Agreement, provided that:
14.4.1 The Despatch Company Ltd shall first provide written notice of the material breach, specifying the nature of the breach in reasonable detail, and allow a period of ten (10) business days for you to remedy the breach (if capable of remedy); and
14.4.2 If the breach is not remedied within the notice period, or if the breach is not capable of remedy, The Despatch Company Ltd may terminate access immediately by giving further written notice.
14.4.3 Notwithstanding the above, The Despatch Company Ltd may suspend access without notice if the material breach poses a serious risk to the security, stability, or lawful operation of the Service, but shall notify you promptly and work with you in good faith to resolve the issue.
14.5 You must not engage in any verbal, physical, written, or other abuse (including threats of abuse or retribution) directed towards any The Despatch Company Ltd employee, contractor, or client.
14.5.1 In the event of such conduct, The Despatch Company Ltd will issue a written notice requiring you to cease the abusive behaviour immediately and, where applicable, provide assurances that such conduct will not be repeated.
14.5.2 If the abusive behaviour is severe (including threats of violence, harassment, or behaviour causing serious distress), or if it continues after such notice, The Despatch Company Ltd reserves the right to suspend or terminate your account and this Agreement with immediate effect to ensure the safety and well-being of its staff and other clients.
14.5.3 The Despatch Company Ltd will act reasonably and proportionately when determining the severity of the conduct and any necessary action.
14.6 The Despatch Company Ltd reserves the right to terminate or suspend any or all of its client accounts if reasonably necessary, subject to reasonable steps being taken to communicate the reason why, to take reasonable steps to mitigate the effects on the client and outline a time frame or steps needed to restore the service. The Despatch Company may only terminate or suspend accounts pursuant to this clause 14.6 in extreme circumstances including in the event of natural disasters, acts of terrorism, or other unforeseen events that significantly impact the ability of The Despatch Company to ensure server integrity for its clients, where there is no other reasonable course of action available.
14.7 Upon termination of the agreement all amounts owing to The Despatch Company Ltd, for Services provided in compliance with this Agreement prior to the termination, become due immediately. For the avoidance of doubt under this agreement, there are no new liabilities after the termination of the agreement, except where a subsequent agreement has been mutually agreed between the parties. This clause is subject to the Alternative Dispute Resolution mechanism.
14.8 All written notifications of termination are required to be sent by email to the account management team or by registered mail to the address on our contacts page.
15. Liability
15.1 The Despatch Company Ltd.'s liability:
(a) for death or personal injury caused by its negligence;
(b) for fraud or fraudulent misrepresentation or any other fraudulent act or omission;
(c) for breach of any obligations implied by section 2 of the Supply of Goods and Service Act 1982;
(d) or for any other liability which may not lawfully be excluded or limited; and under the intellectual property indemnity provided in clause 19.2 ,
is not excluded or limited by this Agreement, even if any other term of this Agreement would otherwise suggest that this might be the case
15.2 Neither party shall be liable for any indirect, incidental, special, consequential or exemplary damages including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses (even if The Despatch Company Ltd has been advised of the possibility of such damages), whether such liability arises due to an indemnity, tort, negligence, breach of contract, misrepresentation or for any other reason.
15.3 Subject to Clauses 15.1 and 15.2, The Despatch Company Ltd.'s total aggregate liability for any:
15.3.1 account subscription Service under or in relation to this Agreement (and whether the liability arises because of breach of contract, negligence or for any other reason) shall be limited to the actual amount paid by or payable by you to The Despatch Company Ltd during the previous four (4) months of the Service, save in respect of matters pertaining to those addressed in Clause 15.3.2 below for which the liability cap identified therein shall apply; and
15.3.2 Breach of The Data Processing Agreement and/or liability otherwise arising in connection with any breach of any relevant data protection legislation or any security obligations set out in a Statement of Work (and whether the liability arises because of breach of contract, negligence or for any other reason) shall be limited to the sum of £100,000, except where such losses or damage resulted from The Despatch Company Ltd's gross negligence or wilful default.
15.4 Except for any fees owing to The Despatch Company Ltd, your total aggregate liability under this Agreement is limited to the actual amount paid by or payable by you to The Despatch Company Ltd during the previous four (4) months of the Hosted Service.;
15.5 Unless otherwise agreed in writing, if you have software developed for you either by Us or by a third party which is unique to your instance of the service or is not generally available to other clients (bespoke service), you are responsible for ensuring that any update or revision to the service is tested to ensure that both the service we provide and the bespoke service is not in conflict.
16. Renewal
16.1 At the end of the Initial term specified in the Statement of Works, if the agreement has not been terminated within the terms of Clause 14, this agreement will auto-renew for successive periods of 12 months.
17. Restricted Content
17.1 Uploading any restricted content as listed below may result in immediate account termination. You must not upload, post, host, process or transmit the following items to or from the Service including but not limited to:
(a) Unsolicited email, SMS's, or "Spam" messages, where these are defined as any message irrespective of mode of transmission, which is not directly related to the processing of the clients order;
(b) Worms, viruses or code of a destructive nature; or
(c) Questionable or Illegal material. (Including copyrighted material); or
(d) Data which breaches any provisions of the Data Protection Act 2018 or similar laws of any jurisdiction
18. Data Protection
18.1 Use of our services requires acceptance of our Data Processing Agreement which is found here https://thedespatchcompany.com/data-processing-agreement
18.2. International Data Transfer Agreement (IDTA ). To the extent that the provision of the Hosted Service involves a Restricted Transfer (as defined by the UK GDPR) of Personal Data outside the United Kingdom to a jurisdiction not recognized as providing an adequate level of data protection, the parties agree that the UK Information Commissioner's Office (ICO) International Data Transfer Agreement (IDTA) shall form an integral part of this Agreement.
18.2.1. The IDTA is incorporated by reference and is available at https://thedespatchcompany.com/international-data-transfer-agreement. The IDTA hosted at this URL incorporates the Part 4 Mandatory Clauses of the Approved IDTA, being the template IDTA A.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as revised under Section 5.4 of those Mandatory Clauses.
18.2.2. For the purposes of Part 1 of the IDTA, where Client acts as Exporter, then the Exporter shall be the Client, the Importer shall be The Despatch Company Ltd (or its relevant Sub-Processor ), and the specific transfer details, data categories, and security requirements shall be as set out in the Data Processing Agreement and the applicable Statement of Work. For the purposes of Part 1 of the IDTA, where Client acts as Importer, then the Importer shall be the Client, the Exporter shall be The Despatch Company Ltd (or its relevant Sub-Processor ), the relevant terms apply mutatis mutandis to such transfers, and the specific transfer details, data categories, and security requirements shall be as set out in the Data Processing Agreement and the applicable Statement of Work.
19. Intellectual Property Rights
19.1 The Intellectual Property Rights in the Hosted Service and any hardware or software used in connection with the Hosted Service is and will at all times remain The Despatch Company Ltd's property or that of The Despatch Company Ltd's licensors.
19.1.1 This includes, but is not limited to, the software code, and unique business process.
19.2 In the event that the Hosted Service infringes any third-party rights, The Despatch Company Ltd will indemnify you against any loss or damage and shall defend and/or settle any third-party claim that the Hosted Service infringes. You must notify The Despatch Company Ltd of any such claim in writing, give The Despatch Company Ltd the sole control of any such action or proceedings and give The Despatch Company Ltd such assistance as it may reasonably require to settle and/or defend such action or proceedings. Any award of costs and/or damages shall be the responsibility and obligation of The Despatch Company Ltd in such event, The Despatch Company Ltd shall, at its option:
19.2.1 procure for you the right to continue to use the Service;
19.2.2 make the Service available without infringing so far as The Despatch Company Ltd is aware any third-party Intellectual Property Rights; or
19.2.3 terminate this Agreement forthwith on written notice to you and refund any amounts pre-paid for use of the Service.
19.3 The indemnity in Clause 19.2 above shall not apply to any infringement resulting from:
19.3.1 use of the Hosted Service which does not comply with the uses permitted under this Agreement;
19.3.2 any modification or change to the Hosted Service carried out by The Despatch Company Ltd on your request; or
19.3.3 the combination of the Hosted Service with any third-party product and/or Service or modification undertaken by you without the prior written consent of The Despatch Company Ltd.
19.4 Use of the Hosted Service means that unless you opt-out in writing, The Despatch Company Ltd has the option at their sole discretion to disclose the existence of the relationship to third parties, for the purpose of the marketing of The Despatch Company Ltd Services. This includes reasonable use of the company name, brand and/or logo.
20. Force Majeure
20.1 The obligations of each party under this Agreement shall be suspended during the period and to the extent that such party is prevented or hindered from complying with them by any cause beyond its reasonable control such as an Act of God, flood, fire, earthquake, terrorism, riots, civil disorders, strikes, lockouts or other forms of industrial action on the part of such parties staff. In the event that the cause continues for more than thirty (30) consecutive days, either party may terminate this Agreement immediately upon written notice to the other party in accordance with Clause 14.3.3 under the "Termination" section above.
20.2 The parties acknowledge that routine and foreseeable cyber threats, such as phishing, malware, and unauthorised access attempts, do not constitute Force Majeure Events. Such threats are to be managed through the implementation and maintenance of reasonable and industry-standard cybersecurity practices. Only extraordinary cyber events that are demonstrably beyond the reasonable control of the affected party, such as state-sponsored cyberattacks, widespread internet outages, or zero-day exploits of critical software, may be considered Force Majeure Events under this clause.
20.3 Each party shall take all reasonable steps to mitigate the impact of any such extraordinary event and shall promptly notify the other party in writing if such an event occurs, specifying the nature of the event and its anticipated impact on performance.
21. General
21.1 Nothing in this Agreement is intended to confer on a person any right to enforce any term of this Agreement which that person would not have had but for the Contract (Rights of Third Parties) Act 1999.
21.2 Neither party is entitled to transfer or assign this Agreement without the other party's prior written consent, except in the case of bona fide corporate merger, restructuring, sale of substantially all of a party's assets, or change of Control. Consent must not be unreasonably withheld
21.3 All disputes between the parties arising out of or relating to this Agreement or the breach, termination or validity thereof shall be referred by either party in writing, first to each party's representative. The representatives shall meet and attempt to resolve the dispute within a period of fifteen (15) working days from the date of referral of the dispute to them.
21.4 All notices in relation to this Agreement shall be given in accordance with Clause 27.
21.5 This Agreement and any Order Form/Statement or work(s) sets out all terms agreed between the parties and supersedes and extinguishes all previous agreements, representations, misrepresentations, arrangements and understandings between the parties, whether written or oral, relating to its subject matter.
21.6 Each party acknowledges that, in entering into this Agreement it has not relied on, and shall have no right or remedy in respect of, any statement, misrepresentation, representation or warranty (whether made negligently or innocently) and whether made by either party, orally or in writing, prior to the execution of this Agreement and not expressly set out in this Agreement or any Order Form.
22. Non-Solicitation
22.1 You must not, for the duration of the term and for a period of 12 months following termination of this agreement, either directly or indirectly, whether on you own account or on behalf of another person or entity:
22.1.2 seek to become, or become, the employer of any staff member or contractor of The Despatch Company Ltd;
22.1.3 set up or form a company, partnership, joint venture or other business concern with a staff member or contractor of The Despatch Company Ltd;
22.1.4 solicit, entice or procure any staff member or Contractor of The Despatch Company Ltd to leave the employment of or terminate its commercial relationship with The Despatch Company Ltd;
22.1.5 For the avoidance of doubt, the You shall not be deemed in breach of clause 22 solely because a The Despatch Company Ltd employee, staff member, or contractor responds to a bona fide, public recruitment advertisement that:
(a) is not targeted specifically at The Despatch Company Ltd personnel;
(b) is published through general advertising channels (such as national job boards or newspapers); and
(c) was not brought to the individual's attention directly or indirectly by the Client or its agents.
In such cases, You must promptly notify The Despatch Company Ltd in writing if such an engagement proceeds, confirming the source of the application."
22.2 Should an offer of employment or business be made to any of our employees in breach of these Terms, we reserve the right to charge a fee equivalent to 33% of the individual's annual earnings with us or you (whichever is the higher), such fee to be paid on or before the first day of their employment with you.
23. Dispute resolution
23.1 A Hosted Service Defect event will trigger an automatic review by the Supplier with the Client, within 3 working days the Supplier must provide an explanation for the defect and a plan to ensure that the service returns to standard. Failure to comply or remedy effectively could be escalated to a dispute by the Client
23.2 If any dispute arises in connection with this agreement, the parties agree to enter into mediation in good faith to settle such a dispute and will do so using a mutually agreed third party registered with https://civilmediation.org. Unless otherwise agreed between the parties the mediation should be entered into within 14 days of notice of the dispute.
23.3 If the dispute is not settled by mediation within 14 days of commencement of the mediation or within such further period as the parties may agree in writing, the dispute shall be referred to and finally resolved by arbitration, the arbitrator will be nominated by the mediator.
23.4 Subject to Clause 3.3, if the Hosted Service experiences a Hosted Service Defect resulting in the complete unavailability of the Service in excess of the guaranteed 99.8% uptime measured over a rolling three-month period, the Client shall be entitled to request a service credit. Such credit shall be calculated on a pro rata basis for the period of unavailability that exceeds the agreed Service Level Agreement (SLA).
To claim the service credit, the Client must make a written request within 30 days of the end of the relevant three-month period, clearly identifying the dates and duration of the alleged unavailability. Upon acceptance of the claim by The Despatch Company Ltd (acting reasonably and based on system logs and monitoring data), The Despatch Company Ltd shall issue a PO number to the Client, following which the Client may raise an invoice for the agreed credit amount.
The service credit shall be the Client's sole and exclusive remedy in respect of any failure to meet the uptime commitment under Clause 3.3. Service credits will not be payable in respect of any unavailability caused by:
(a) scheduled maintenance (where reasonable prior notice is given),
(b) factors beyond The Despatch Company Ltd's reasonable control (including force majeure events),
(c) misuse or unauthorised modification of the Service by the Client, or
(d) downtime arising from third-party integrations or services not under The Despatch Company Ltd 's control.
24. Severability
If any provision of this Agreement is or becomes invalid, illegal, or unenforceable under the laws of any jurisdiction, such provision 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 shall be deemed deleted. Any modification or deletion of a provision under this clause shall not affect the validity and enforceability of the remainder of this Agreement, which shall continue in full force and effect.
25. Development Services
At Our Sole Discretion, We may accept commissions to develop software for You (Development Service(s)).
Such Development Services will be agreed in a Statement of Works or a App Development Agreement. The following clauses govern the Development Services.
25.1 Client Responsibilities
25.1.1 You agree to cooperate fully with Us and to provide, in a timely manner, all information, materials, decisions, feedback, instructions, and access to personnel, systems, environments, or facilities reasonably required by Us to perform the Development Services under this Agreement.
25.1.2 You are solely responsible for:
(a) Ensuring the accuracy and completeness of any information or materials provided to Us;
(b) Securing all necessary licences, permissions, access and authorisations for any third-party software, data, or systems required for the Development Services;
(c) Providing prompt and constructive feedback during testing, review, and acceptance processes;
(d) Making internal decisions and approvals necessary to avoid delay in the provision of the Development Services;
25.1.3 You acknowledge that any delay or failure by You to meet these responsibilities may impact Our ability to perform the Services, and We shall not be liable for any delay, failure, or additional cost arising as a result. In such cases, We reserve the right to amend timelines and charge for additional time or work reasonably incurred due to such delay or failure.
25.1.4 The Development Services shall be carried out by Us in accordance with the requirements and specifications set out in the Scoping Document attached to the applicable Statement of Work or App Development Agreement. The Scoping Document forms an integral part of this Agreement and defines the agreed Scope of the work to be undertaken.
25.1.5 It is Your sole responsibility to ensure that the Scoping Document accurately and clearly reflects Your requirements. We shall not be liable for any misunderstanding, omission, or deficiency in the Deliverables resulting from unclear, incomplete, or inaccurate information provided in the Scoping Document. Any changes to the agreed Scope shall be subject to the Change Request process set out in this Agreement
25.2 Change Requests for agreed Development Service
25.2.1 If You wish to amend the Scope, Deliverables, functionality, timescales, or any other material aspect of the services under this Agreement, You must submit a written Change Request to Us. Upon receipt, We shall review the proposed change and, if acceptable, provide You with a written Scope including an estimate of the additional time, cost, and any impact on the agreed timelines.
25.2.2 All Change Requests are chargeable and shall be billed at Our standard hourly rate, unless otherwise agreed in writing. We shall not be obliged to commence any work in relation to a Change Request until You have provided written confirmation accepting the associated estimate and authorising Us to proceed.
25.2.3. We reserve the right to decline any Change Request that We reasonably consider to be technically unfeasible, commercially unreasonable, or which would materially alter the nature of the Agreement.
25.2.4 For the purposes of this Agreement, written agreement shall include confirmation by way of email correspondence between authorised representatives of both parties, provided that such emails clearly identify the nature of the change and the associated impact on time and cost (if any). Any Change Request so agreed shall be deemed to form part of, and be legally binding under, this Agreement.
25.3 Testing and Acceptance
25.3.1 Upon completion of the relevant Development Services or Deliverables, We shall notify You in writing that the Development Service is ready for testing. Unless otherwise agreed, You shall have a period of ten (10) working days from the date of such notification ("Acceptance Period") to test and evaluate the Deliverables against the agreed Acceptance Criteria.
25.3.2 If the Deliverables conform in all material respects to the Acceptance Criteria, You shall confirm acceptance in writing. If You fail to provide written notice of acceptance or of any material defects within the Acceptance Period, the Deliverables shall be deemed accepted.
25.3.3 If You identify any material non-conformities with the Acceptance Criteria during the Acceptance Period, You shall notify Us in writing, providing reasonable detail of the issues. We shall, at no additional cost, use reasonable endeavours to correct such issues within a reasonable timeframe and resubmit the Deliverables for re-testing, after which the Acceptance Period shall recommence.
25.3.4 Acceptance (whether express or deemed) shall constitute confirmation that the Deliverables meet the agreed specification and that You are satisfied with the relevant stage of the Development Services.
25.4 Intellectual Property (IP) of Development Services
25.4.1 Unless expressly agreed otherwise in writing, all intellectual property rights, including but not limited to design rights, database rights, patents, and rights in software, code, documentation, designs, methodologies, processes, and any other materials or works created, developed, or provided by Us (whether solely or jointly) in the course of providing the Services ("Developed Materials") shall be and remain the exclusive property of The Despatch Company Ltd.
25.4.2 You shall have a non-exclusive, non-transferable, revocable licence to use the Developed Materials strictly for your internal business purposes and only to the extent necessary to receive the benefit of the Services, subject to full payment of all fees listing in the Statement of Works.
25.4.3 Nothing in this Agreement shall operate to transfer any ownership of Our pre-existing intellectual property or any intellectual property developed independently of this Agreement.
25.4.3 If any third-party components, open-source software, or licensed materials are incorporated into the Developed Materials, their use shall be subject to the applicable third-party licensing terms, which You agree to comply with.
25.5 Delays and Dependencies
25.5.1 You acknowledge that the timely provision of information, feedback, access, and other cooperation from You, as well as the availability and reliability of third-party systems, services, software, APIs, platforms, and other dependencies outside Our control ("Third-Party Dependencies"), is essential to Our ability to deliver the Services as agreed.
25.5.2 We shall not be liable for any delay in the performance of the Services or delivery of any Deliverables to the extent that such delay is caused by:
(a) Your failure to comply with any of Your obligations under this Agreement;
(b) Delays or failures by You in providing required access, materials, approvals, or instructions;
(c) Interruptions, malfunctions, unavailability, or changes to Third-Party Dependencies, including but not limited to third-party APIs, hosting platforms, and software integrations.
25.5.3 In the event of any such delay, We shall be entitled to a reasonable extension of time to perform Our obligations and to charge for any additional costs reasonably incurred. We shall use reasonable efforts to mitigate the impact of such delays, but shall not be responsible for any resulting loss, damage, or inability to meet agreed timescales where the cause lies outside Our reasonable control.
25.6 Warranties and Disclaimers
25.6.1 We warrant that the Development Services will be performed with reasonable skill and care and in accordance with the description and functional requirements set out in the Scoping Document attached to the applicable Statement of Work or App Development Agreement.
25.6.2 Except as expressly stated in this Agreement, all warranties, conditions, and representations, whether express or implied by statute, common law, or otherwise, including but not limited to fitness for a particular purpose, merchantability, or non-infringement, are excluded to the fullest extent permitted by law.
25.6.3 You acknowledge and agree that the Services do not include, and We provide no warranty or obligation in respect of, any matters outside the agreed Scope, including but not limited to:
Any work not expressly described in the Scoping Document;
Change Requests unless agreed in writing and subject to additional fees;
Support for third-party software, systems, or integrations;
Hosting services, infrastructure management, or data storage;
Ongoing maintenance, monitoring, or updates unless expressly agreed in writing.
25.6.4 We do not warrant that the Deliverables will be entirely error-free or uninterrupted, or that they will meet all of Your specific operational requirements, except as set out in the Scoping Document. You are responsible for testing the Deliverables during the acceptance process and for ensuring compatibility with Your systems and intended use.
25.6.5 We shall use reasonable efforts to design updates to Our core system in a manner that is backwards compatible with previously delivered Development Service. However, You acknowledge and accept that, due to technical constraints, evolving system architecture, security considerations, or performance improvements, it may not always be possible or practical to maintain full backwards compatibility.
25.6.6 Accordingly, We do not warrant that any prior Development Service delivered under this Agreement will continue to function without modification following future updates to Our core system. Where such updates result in issues or incompatibilities with previously delivered Development Service, We shall not be obligated to modify or update such work unless otherwise agreed in writing. Any such modifications may be treated as a Change Request and shall be subject to additional charges.
26. Fair Usage
26.1 Where any plan or product is offered with "unlimited" or uncapped usage, this is subject to a fair usage policy intended to prevent abuse or unreasonable consumption of resources that may adversely affect service levels for other clients.
26.2 Fair usage for each core product — Shipping, Channels, and Returns or other service — is capped at 5,000,000 credits per calendar month, or a maximum of 60,000,000 credits per product per calendar year. Credits are calculated based on system actions defined in these terms.
26.3 Clients may not resell, transfer, assign, lease, or otherwise provide access to any part of the Service to third parties. Use of the Service must be solely for the benefit of the subscribing company and may not be shared with affiliated companies, partners, or unrelated parties without prior written consent from The Despatch Company Ltd.
26.4 Where fair usage is exceeded in respect of any product, the parties agree to enter into good faith negotiations to amend the contract to reflect actual usage. If a revised agreement is not reached within 30 calendar days of fair usage being exceeded, The Despatch Company Ltd reserves the right to charge for the excess usage at a rate not exceeding the lowest published overage rate for that product as published on our website or otherwise made available to clients.
26.5 The Despatch Company Ltd reserves the right to monitor usage levels to ensure compliance with this clause and may contact the Client if usage appears likely to exceed fair usage thresholds.
27. Notices and Receipt
27.1 Methods and addresses. Any notice given under or in connection with this Agreement (Notice) must be in writing and delivered to the party's Contract Notice Details set out in the Statement of Work or Order Form (or as updated under clause 27.4) by one of the following methods: (a) hand delivery; (b) pre-paid first-class post or other next-working-day postal service (or international equivalent); (c) courier requiring signature on delivery; or (d) email to the Notice Email Address
27.2 Deemed receipt. A Notice is deemed received:
a) if hand-delivered, at the time the delivery receipt is signed;
b) if sent by pre-paid first-class post/next-working-day postal service to a UK address, at 09:00 on the 2nd Business Day after posting; if to or from a non-UK address, at 09:00 on the 5th Business Day after posting;
c) if sent by courier, at 09:00 on the next Business Day after the courier's "delivered" timestamp (UK) or at 09:00 on the 3rd Business Day after delivery (international);
d) if sent by email, when sent provided no bounceback or other system error is received and the email is sent between 09:00 and 17:30 (UK time) on a Business Day; otherwise at 09:00 on the next Business Day.
27.3 Email safeguards. For email Notices, the sender must retain electronic evidence of transmission. The recipient may reasonably request a hard copy, and the sender will provide it without undue delay. Routine operational emails (e.g., support tickets) do not constitute Notices unless expressly stated.
27.4 Change of details. A party may change its Contract Notice Details by giving Notice of the change under this clause. The change takes effect at 09:00 on the 2nd Business Day after that Notice is deemed received.
27.5 Language. All Notices must be in English.
27.6 Service of proceedings. Notices relating to legal proceedings, including any claim form, application notice, order or judgment (together "Proceedings"), may be served by email in accordance with this clause.
(a) Service on the Supplier. Proceedings may be served on the Supplier by email only if sent to accounts@thedespatchcompany.com and to no other email address, with the subject line stating "Service of Legal Proceedings".
(b) Service on the Client. Proceedings may be served on the Client by: (i) email to the address specified in clause 27.1(d) (or such other address as the Client has most recently notified to the Supplier in writing for the purposes of this clause), with the subject line stating "Service of Legal Proceedings"; and (ii) a copy sent by first class post or recorded delivery to the Client's registered office (or, where the Client is not a body corporate, its principal place of business). Service shall be effective when both (i) and (ii) have been despatched.
(c) Deemed service. Proceedings served by email shall be deemed served at 9.00am on the next Business Day after transmission. Proceedings served by post shall be deemed served on the second Business Day after posting.
(d) Other methods. This clause does not prevent service by any other method permitted by law.
27.7 Business Day. Business Day means a day other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.
28. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England and each party hereby irrevocably submits to the exclusive jurisdiction of the English Courts. Notwithstanding the foregoing nothing herein shall preclude either party from seeking injunctions from any court of competent jurisdiction in order to protect its intellectual property rights or confidential information.
29. AI-Assisted Custom Applications ("AI App Builder")
29.1 Nature of the Service
The Provider may make available an "AI App Builder" feature allowing the Client to connect their own third-party artificial intelligence account (e.g., Anthropic Claude) to the Hosted Service via an Application Programming Interface (API) or Model Context Protocol (MCP) connection. This allows the Client to generate custom applications, scripts, or dashboards ("AI-Generated Apps") which interact with the Client Data. The Provider acts solely as a technical conduit facilitating this connection.
29.2 Client Responsibility for AI Accounts and Third-Party Compliance
29.2.1 The Client acknowledges that they are the Data Controller of all Client Data exposed to the AI App Builder. The Client is solely responsible for maintaining their own account with the third-party AI provider, complying with that provider's terms, and configuring data retention and model training settings. The Provider accepts no liability for how the third-party AI provider processes, retains, or trains on Client Data.
29.2.2 The Client warrants that they are fully responsible for compliance with the laws, rules, and terms of service of any third-party platforms from which their Client Data originates.
29.3 Amazon SP-API Data Restriction
The Client explicitly acknowledges that the Amazon Business Solutions Agreement and the Amazon SP-API Data Protection Policy prohibit the use of Amazon-sourced order data, customer information, or fulfilment data to prompt, train, or provide context to third-party AI models without Amazon's express authorisation. The Client agrees that they will not transmit Amazon-sourced data to the AI App Builder. The Provider reserves the right to technically block Amazon-sourced data from the AI App Builder to protect the Provider's SP-API developer credentials.
29.4 Automated Decision-Making (Article 22)
The Client warrants that they will not use the AI App Builder or any AI-Generated Apps to undertake automated decision-making that produces legal or similarly significant effects concerning Client Data Subjects (including, but not limited to, warehouse staff or employees), as defined under Article 22 of the UK GDPR or the EU AI Act.
29.5 Liability for AI-Generated Code
29.5.1 AI-Generated Apps are not considered "Hosted Services" or "Development Services" under the warranties of this Agreement. The Client deploys and uses AI-Generated Apps entirely at their own risk. The Provider strongly recommends that the Client tests all AI-Generated Apps in a safe environment before deploying them to production.
29.5.2 To the fullest extent permitted by law, the Provider excludes all liability for any loss of data, business interruption, or security breach arising directly from a defect, logic error, or vulnerability in an AI-Generated App, whether or not that app is hosted by the Provider.
29.5.3 Where the Client elects to host an AI-Generated App on infrastructure not operated by the Provider ("Client-Hosted Deployment"), the Client assumes sole responsibility for the security, maintenance, and data protection compliance of that deployment. The Provider's obligations under the Data Processing Agreement shall not extend to Client-Hosted Deployments.
29.5.4 Where the Client elects to host an AI-Generated App on the Provider's infrastructure ("Provider-Hosted Deployment"), the Provider shall host the app as a static file service only. The Provider's liability in respect of a Provider-Hosted Deployment shall be strictly limited to the availability obligations set out in Clause 3.3 and the data protection obligations set out in the Data Processing Agreement.
29.6 MCP Connection Expiry and Data Retention
29.6.1 To enforce data minimisation principles, the Provider reserves the right to automatically terminate or suspend the MCP or API connection between the Hosted Service and the Client's AI account following a period of inactivity of 30 days or more.
29.6.2 Where an AI-Generated App includes a database or caching layer hosted by the Provider, the Provider shall enforce a maximum data retention period (defaulting to 90 days) on that database. The Client instructs the Provider to automatically delete Client Data within these custom databases upon the expiry of the retention period to ensure compliance with Data Protection Laws.
29.6.3 Where the Client hosts an AI-Generated App on their own or third-party infrastructure, the Client is solely responsible for establishing and enforcing an appropriate data retention policy for any data stored by that application.
29.7 Data Controller Status in Client-Hosted Deployments
Where the Client deploys an AI-Generated App on infrastructure not operated by the Provider, the Client acts as sole Data Controller in respect of all personal data processed by that application. The Provider's role as Data Processor under the Data Processing Agreement does not extend to data processed exclusively within Client-Hosted Deployments.
29.8 Guardrails and Suspension
The Provider implements technical guardrails designed to prevent prompt injection attacks and cross-tenant data access. The Client must not attempt to bypass these guardrails. The Provider reserves the right to immediately suspend the Client's access to the AI App Builder if the Provider reasonably suspects misuse, a security threat, or a breach of Clause 29.3.
30. Recording of Telephone Calls and Meetings
30.1 Consent to Recording.
The Client acknowledges and agrees that The Despatch Company Limited ("the Provider") may record telephone calls, video calls, and virtual or in-person meetings between the parties ("Communications") for the purposes set out in Clause 30.2. By engaging in any Communication with the Provider, the Client confirms that they have informed all participants on their side of the Communication that recording may take place.
30.2 Purposes of Recording.
Recordings are made for one or more of the following legitimate business purposes:
(a) staff training and quality assurance;
(b) the prevention and detection of fraud or misuse of the Provider's services;
(c) maintaining an accurate record of instructions, orders, and agreements reached during the Communication;
(d) compliance with legal or regulatory obligations; and
(e) the resolution of disputes between the parties.
30.3 Notification.
Where a Communication is being recorded, the Provider will use reasonable endeavours to notify participants at the start of the Communication. Where a Communication is recorded as a matter of routine business practice, the existence of this clause constitutes advance notice to the Client for the purposes of the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000.
30.4 Retention and Access.
Recordings shall be retained for a period of 24 months from the date of the Communication, after which they will be securely deleted unless retention is required for the purpose of ongoing legal proceedings or a regulatory investigation. Recordings are held securely and access is restricted to authorised personnel only. The Client may request access to a recording of a Communication to which they were a party by submitting a written request to the Provider's Data Protection contact.
30.5 Data Protection.
Recordings constitute personal data and will be processed in accordance with the Provider's Privacy Policy and the Data Processing Agreement. The lawful basis for processing is the legitimate interests of the Provider (Article 6(1)(f) UK GDPR), specifically the purposes set out in Clause 30.2. Where recordings contain special category data, the Client is responsible for ensuring that no such data is communicated unless strictly necessary.
31. Compliance Audits and Audit Assistance
31.1 Purpose.
The Provider acknowledges that the Client may be subject to supply chain compliance obligations imposed by its own customers, End Users or regulators (including supplier codes of conduct and security, sustainability or data protection due diligence requirements) and may reasonably need to verify the Provider's compliance with this Agreement. This clause sets out the basis on which the Provider will provide assistance with Audits.
31.2 Standard compliance information.
The Provider shall provide the following free of charge, and such provision shall not count towards the Audit Assistance Allocation:
(a) the Provider's then current standard compliance pack, comprising copies or summaries of relevant policies, details of certifications held, hosting and sub-processor summaries and, where available, executive summaries of recent penetration testing, in each case subject to clause 12 (Confidentiality); and
(b) a written confirmation of the Provider's compliance with this Agreement, no more than once per contract year.
31.3 Audit Assistance Allocation.
In each contract year the Provider shall, on the Client's reasonable request, provide up to eight (8) hours of personnel time in aggregate (the "Audit Assistance Allocation") in connection with:
(a) the completion of compliance, security, sustainability or supplier code of conduct questionnaires or self-assessments;
(b) the provision of documents, records or information beyond the standard compliance pack described in clause 31.2;
(c) participation in interviews, calls or audit sessions; and
(d) the facilitation of one Audit per rolling 12-month period.
Unused Audit Assistance Allocation does not roll over between contract years. A larger allocation may be agreed in a Statement of Work, including under an Enterprise Plan.
31.4 Chargeable assistance.
Any assistance beyond the Audit Assistance Allocation, and any second or subsequent Audit within any rolling 12-month period (save as provided in clause 31.7), shall be chargeable at the Provider's standard time-based charging rates as published or notified in accordance with clause 1.10(c). Before commencing any chargeable assistance the Provider shall provide the Client with a written estimate of the time and cost involved and shall not commence such assistance without the Client's written approval. Chargeable assistance shall be invoiced in accordance with clause 5.
31.5 Conduct of Audits.
Any Audit shall:
(a) be subject to not less than thirty (30) days' prior written notice, except as provided in clause 31.7;
(b) be conducted during Business Hours and remotely by default; on-site attendance shall take place only by prior written agreement and subject to the Client meeting the Provider's reasonable Expenses;
(c) be limited in scope to verifying the Provider's compliance with this Agreement and shall be conducted so as to minimise disruption to the Provider's business and its service to other clients;
(d) not entitle the Client or any auditor to access the Provider's source code (in accordance with clause 10.5), the data or systems of any other client of the Provider, or any information the disclosure of which would compromise the Provider's security or its confidentiality obligations to third parties; and
(e) where conducted by a third party on the Client's behalf, be subject to that third party (i) not being a competitor of the Provider and (ii) first entering into a confidentiality undertaking with the Provider on terms no less protective than clause 12.
31.6 Findings and remediation.
If an Audit conducted in accordance with this clause identifies a material non-compliance by the Provider with this Agreement, the Provider shall:
(a) not charge for the assistance time attributable to that Audit and shall credit or refund any amounts already charged in respect of it; and
(b) prepare and implement a remediation plan within a timeframe agreed between the parties, acting reasonably.
31.7 Exceptions.
The Audit Assistance Allocation, the limit of one Audit per rolling 12-month period and the notice period in clause 31.5(a) shall not apply to:
(a) cooperation with Security Incident investigations, which shall continue to be governed by clause 11.4; or
(b) Audits or information requests required of the Client or the Provider by a regulator or supervisory authority, or required by Data Protection Laws, in each case to the extent so required, in respect of which not less than ten (10) Business Days' notice shall apply, or such shorter period as is mandated by the relevant regulator or law.
31.8 Data protection.
Nothing in this clause limits the Client's rights or the Provider's obligations under the Data Processing Agreement, including under Article 28(3)(h) of the UK GDPR. To the extent permitted by Data Protection Laws, the parties agree that the mechanism set out in this clause 31, including the Audit Assistance Allocation and the charging of excess time, represents a reasonable and proportionate allocation of the costs of audits between the parties.
32. Insurance
32.1 The Provider shall, at its own cost, effect and maintain throughout the Term, with reputable insurers, such insurance policies as are appropriate and adequate for a business of its size and nature having regard to its obligations and liabilities under this Agreement, including:
(a) employers' liability insurance as required by applicable law;
(b) public and products liability insurance with a limit of not less than £2,000,000 (two million pounds) in respect of any one occurrence;
(c) professional indemnity insurance with a limit of not less than £5,000,000 (five million pounds) in the aggregate in any one period of insurance; and
(d) cyber and data risks insurance with a limit of not less than £5,000,000 (five million pounds) in the aggregate in any one period of insurance.
32.2 All insurance maintained under this clause 32 is subject to the terms, conditions, exclusions, excesses and limits of the relevant policies. The Provider may from time to time change its insurers, policy terms, structure or limits, provided that the resulting cover remains consistent with clause 32.1 and with good industry practice for a provider of comparable services.
32.3 On the Client's written request, no more than once per contract year, the Provider shall provide a broker's letter, certificate or confirmation of cover evidencing the insurances maintained under clause 32.1. Such confirmation shall form part of the standard compliance information provided under clause 31.2 and shall not count towards the Audit Assistance Allocation. The Provider shall not be required to disclose copies of policy documents, premium information or other commercially sensitive policy terms.
32.4 The maintenance of insurance under this clause 32 shall not be construed as increasing, extending or otherwise affecting the limitations and exclusions of liability set out in clause 15, and the Provider's liability under this Agreement is not conditional upon, or limited to, amounts recovered or recoverable under any policy of insurance.
32.5 The Client is responsible for effecting and maintaining its own insurance appropriate to its business and its use of the Services, including (without limitation) cover in respect of business interruption and loss or corruption of its own data.