TERMS & CONDITIONS (Fulfilment)

YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF:
CLAUSE 10.3, WHICH CONTAINS IMPORTANT LIMITS ON OUR LIABILITY TO YOU. OUR LIABILITY FOR LOSS OR DAMAGE TO GOODS IS LIMITED TO LESSER OF £50,000 OR THE REPLACEMENT VALUE OF THE GOODS.
CLAUSE 7, WHICH EXPLAINS OUR RIGHT TO HOLD AND DISPOSE OF YOUR GOODS IN THE EVENT OF NON-PAYMENT.

Welcome to Mission Despatch! This document sets out the terms and conditions which apply to our provision of finishing, storage, fulfilment, distribution, field marketing and all other services we provide in relation to your business’ stock. The terms include a general section plus Service-specific Conditions relating to collection and delivery of goods, use of our asset tracking website, and field marketing activities. Together, the general section and the Service-specific Conditions and the Data Processing Terms below are referred to in this document as “these Terms”.
You should read these Terms carefully before ordering any services from us.
By making any order for our services, you agree to be bound by these Terms and the documents referred to in them. If you do not agree with or accept any of these Terms, you should not make any order for our services.
If you have any questions about these Terms, please contact us by email to info@missiondespatch.com.
1. INTERPRETATION Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 6. Charging Guide: a list of Mission Despatch’s Charges for Services outside the Core Contract, available on request, as at the date of the Order. The current Charging Guide is available here. Commencement Date: means the date of signature of an Order Form for the Core Contract. Contract: a contract between Mission Despatch and the Customer for the supply of Services in accordance with these Terms. Core Contract: means an initial Contract for provision of Picking and Delivery Services, access to the Website, and Storage Services. Customer Data: the data inputted by the Customer into the Website for the purpose of using the Services or facilitating the Customer’s use of the Services.

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Customer: the person or firm who purchases the Services from Mission Despatch as specified in the Order.
1.1 Definitions. In these Terms, the following definitions apply: Mission Despatch: Mission Despatch Limited (registered in England and Wales with company number 05441200, whose registered office is at Unit 8 Brentford Business Centre, Commerce Road, Brentford, Middlesex, TW8 8LG). Field Marketing Service: means such survey and other field marketing services as may be agreed between the parties. Finishing Services: the Services comprising application of the Customer’s labels to the Goods, checking the application of the labels, and boxing the Goods in packaging supplied by the Customer (or purchased from Mission Despatch). Goods: any item of the Customer’s non-alcoholic drinks, snacks or other goods in respect of which the Services are provided and any packaging supplied by the Customer for use in connection with the Services. Initial Term: 6 months from Commencement Date of the Core Contract. Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. Long Term Storage: in respect of Goods, means specified in the Order as being held in an area of Mission Despatch’s storage facility which is not intended for rapid access for those picking and packing consignments of Goods. Order Summary: the description or specification for the Services provided in writing by Mission Despatch to the Customer as follows: for the Core Contract, in the Order Form signed by each of the parties; for additional Picking and Delivery Services or additional Storage Services, by means of the Website or by email; and for Field Marketing Service and Finishing Services, by email. Order: the Customer’s order for the supply of Services, placed by the following means: for the Core Contract, by an Order Form signed by each of the parties; for additional Picking and Delivery Services or additional Storage Services, by means of the Website or by email; and for Field Marketing Service and Finishing Services, by email to info@missiondespatch.com. Picking and Delivery Services: services consisting of any of the following: (i) the collection of Goods from premises and delivery to Mission Despatch’s storage facility; (ii) picking and packing of consignments of Goods ready for delivery; and (iii) delivery of consignments of Goods on behalf of the Customer.

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Pre-Existing Branding: any designs for labels or packaging for Goods, which designs are provided by the Customer to Mission Despatch for use in providing the Services. Prohibited Goods List: means the list of items which may not be comprised in any Goods, as set out on the Website and amended by Mission Despatch from time to time. Services: the services, supplied by Mission Despatch to the Customer as set out in the Order Summary. Storage Services: means holding Goods in an area of a Mission Despatch storage facility as set out in the Order. Terms: these terms and conditions (including the Service-specific Conditions appended to them) as amended from time to time in accordance with clause 15.2. Website Documentation: the description of the features and functionality of the Website as available at www.missionlogix.co.uk Website Terms of Use: the terms of use of the Website; such terms of use are set out at the end of these Terms. Website: the account management, asset tracking and management website operated by Mission Despatch and made available to Customer.
1.2 Construction. In these Terms, the following rules apply: (a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); (b) a reference to a party includes its personal representatives, successors or permitted assigns; (c) a reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; (d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and (e) a reference to writing or written includes email.
2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Terms.

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2.2 The Order shall only be deemed to be accepted when Mission Despatch accepts the Order as follows: for the Core Contract, by its countersignature of an Order Form; for additional Picking and Delivery Services or additional Storage Services, by means of an order acceptance notice on the Website or by email; and for Field Marketing Service and Finishing Services, by email to the Customer. The Contract for the relevant Services shall come into existence at the point of such acceptance.
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Mission Despatch which is not set out in the Contract.
2.4 Any samples, drawings, descriptive matter or advertising issued by Mission Despatch, and any descriptions or illustrations contained in the Website, catalogues or brochures of Mission Despatch, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.5 These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 Any quotation given by Mission Despatch shall not constitute an offer, and is only valid for a period of 10 Business Days from its date of issue.
3. SUPPLY OF SERVICES
3.1 Mission Despatch shall supply the Services to the Customer in accordance with the Order Summary in all material respects.
3.2 Mission Despatch shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 Mission Despatch shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Mission Despatch shall notify the Customer in any such event.
3.4 Mission Despatch warrants to the Customer that the Services will be provided using reasonable care and skill.

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3.5 Mission Despatch grants access to the Website subject to the Website Terms of Use set out below.
3.6 Additional terms applicable to Picking and Delivery Service and the Field Marketing Services are set out below.
3.7 Mission Despatch may refuse to provide the Services where Mission Despatch considers that they may be used for any unlawful or improper purpose, or used in breach or likely to be in breach of these Terms.
3.8 If the Customer is a sole proprietor, the Customer warrants that the Customer is at least 18 years of age.
3.9 In the absence of specific prior written agreement with Mission Despatch giving sufficient detail, the Customer represents that no particular precautions nor any special treatment need be taken or provided for the provision of the Services in respect of the Goods, including any ambient or temperature requirements in respect of Storage Services.
3.10 The Customer acknowledges that for the purposes of any Order for the Picking and Delivery Services in respect of Goods in Long Term Storage, an additional 48 hours lead time will be added to any estimated delivery time quoted by Mission Despatch. Mission Despatch requires a minimum 2 Business Days to move Goods to or from Long Term Storage.
4. INSURANCE
4.1 The Customer acknowledges and agrees that Mission Despatch is not obliged to insure the Customer’s Goods during the Contract.
4.2 The Customer shall make ensure that at all times during the Contract the Goods are insured against all insurable risks to their full insurable value (including all duties and taxes) with any right for the insurer to bring a subrogated claim against Mission Despatch being excluded.
5. OBLIGATIONS OF THE CUSTOMER
5.1 The Customer shall: (a) ensure that the terms of the Order are complete and accurate; (b) co-operate with Mission Despatch in all matters relating to the Services;

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(c) provide Mission Despatch, its employees, agents, consultants and subcontractors, with access to any facilities of the Customer as reasonably required by Mission Despatch; (d) provide Mission Despatch with such information and materials as Mission Despatch may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects; (e) not offer or re-sell the Services to any third party without Mission Despatch’s express written consent; (f) obtain and maintain all necessary licences, permissions and consents which may be required in respect of the Goods before the date on which the Services are to start.
5.2 The Customer warrants and undertakes that all times during the Contract: (a) the Goods are and shall be the Customer’s own property or that the Customer has the full authority of the owner to authorise Mission Despatch to provide the Services; (b) the Goods shall not contain any alcoholic beverage; (c) the Goods will not contain any item on our Prohibited Goods List; and (d) the Goods are and shall be free of any legal charge.
5.3 If the performance of Mission Despatch of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default): (a) Mission Despatch shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the performance of Mission Despatch of any of its obligations; (b) Mission Despatch shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the failure or delay of Mission Despatch to perform any of its obligations as set out in this clause 5.3; and (c) the Customer shall reimburse Mission Despatch on written demand for any costs or losses sustained or incurred by Mission Despatch arising directly or indirectly from the Customer Default.
5.4 The Customer is responsible for compliance with any applicable laws, and any requirements of H M Revenue & Customs, relating to the Goods. The Customer shall indemnify Mission Despatch and keep Mission Despatch indemnified

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against all actions, proceedings, costs, claims and demands arising out of any failure to comply with such laws or requirements.
6. CHARGES AND PAYMENT
6.1 The Charges for the Core Contract shall be as set out in the Order Form signed by each of the parties and, apart from the agreed Set-Up Fee (which shall be payable on the Commencement Date) shall be invoiced on a monthly basis beginning on the expiry of one month from the Commencement Date. In the event that access to the Website is provided from a date later than the Commencement Date the Charges for the first month shall be pro-rated accordingly. Unless otherwise agreed in writing, the Charges for other Services shall be as specified in the Charging Guide or (in respect of Finishing Services or Field Marketing Services).
6.2 Mission Despatch reserves the right to increase Charges in the Charging Guide. Mission Despatch will give the Customer notice of any such increase by means of the Website before the proposed date of the increase.
6.3 Finishing Services and Field Marketing Services shall be invoiced and must be paid for in advance by the Customer. Mission Despatch shall invoice the Customer for all other Services monthly in arrears beginning on the expiry of one month from the Commencement Date.
6.4 The Customer shall pay each invoice submitted by Mission Despatch: (a) within 30 days of the date of the invoice; and (b) in full and in cleared funds to a bank account nominated in writing by Mission Despatch; and
time for payment shall be of the essence of the Contract.
6.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by Mission Despatch to the Customer, the Customer shall, on receipt of a valid VAT invoice from Mission Despatch, pay to Mission Despatch such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
6.6 If the Customer fails to make any payment due to Mission Despatch under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 8% per annum above the base rate of Barclays from time to time. Such interest shall accrue on a daily basis from the due date

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until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
6.7 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Mission Despatch may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Mission Despatch to the Customer.
6.8 Certain Services are subject to a minimum volume, which will be made clear to the Customer during the Order process.
6.9 Storage Services are charged per pallet, pick-bin or other defined space per week. Partially-filled spaces shall not be subject to any discount. A full week’s Charges shall be payable by the Customer in respect of any partially complete week.
6.10 The Customer will promptly after invoicing reimburse all duties, taxes and expenses that Mission Despatch may be required to pay in respect of the Goods including where the liability to pay them arises due to the fault, other act or omission of Mission Despatch or its employees or sub-contractors.
6.11 For the avoidance of doubt, Charges for Picking and Delivery Services do not include any packaging. All packaging must be provided by the Customer. Any cardboard trays with plastic shrinkwrap used by Mission Despatch in providing Picking and Delivery Services will be charged to the Customer in accordance with the Charging Guide.
6.12 It may be that additional crate storage or re-boxing services are required in respect of any Goods pending receipt of replacement labels for any incorrect labels provided by the Customer for use by Mission Despatch in providing Finishing Services in respect of such Goods. Any such crate storage or re-boxing services will be payable by the Customer in accordance with Mission Despatch’s then-current rates, a copy of which is available on request at any time.
6.13 Unless otherwise specified in the Order Form, the Core Contract covers Storage Services in respect of a maximum of 4 pallets. Any additional Storage Services must be the subject of an Order placed by the Customer and accepted by Mission Despatch.

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7. MISSION DESPATCH’S RIGHT TO HOLD AND DISPOSE OF THE CUSTOMER’S GOODS
7.1 Mission Despatch shall have the right to withhold and dispose of some or all of the Goods if the Customer fails to pay the Charges and any other payments due to Mission Despatch. While Mission Despatch holds the Goods the Customer will be liable to pay all charges and other costs (including legal costs) reasonably incurred by Mission Despatch in recovering Mission Despatch’s charges and applying Mission Despatch’s right of lien. These Terms shall continue to apply in the meantime.
7.2 Mission Despatch will give the Customer 30 days’ notice by means of the Website or in writing requiring the Customer to settle all outstanding sums due to Mission Despatch. If the Customer does not settle such sums within this 30-day notice period, Mission Despatch shall be permitted to dispose of some or all of the Goods by such means as it shall choose in its absolute discretion.
7.3 Mission Despatch will credit any sums realised as a result of the disposal of Goods against the outstanding sums owed to Customer’s account less any costs reasonably incurred by Mission Despatch in connection with its chosen means of disposal.
7.4 In the event that any excess remains due to the Customer following such crediting, Mission Despatch will attempt to pay such sums to the Customer using the payment means specified by the Customer by means of the Website. If Mission Despatch is, having made all reasonable endeavours to do so, unable to credit the Customer’s account with any such sums, Mission Despatch will give the Customer 30 days’ notice by means of the Website or in writing requiring the Customer to provide alternative means to receive any such payment. If no such alternative means are supplied within such 30day period, Mission Despatch shall be permitted to keep the sums for Mission Despatch’s own account.
7.5 If there are no excess monies as a result of the disposal of Goods, Mission Despatch shall notify the Customer and require it to pay all outstanding monies due within 14 days. It shall be entitled to apply interest as set out in clause 6.6 until the balance is paid in full.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 All Intellectual Property Rights in or arising out of or in connection with the Services (including all Intellectual Property Rights in the Website) shall be owned by Mission Despatch.

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8.2 All rights in Pre-Existing Branding are the exclusive property of the Customer.
9. CONFIDENTIALITY
A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business, its products and services which the Receiving Party may obtain. The Receiving Party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The Receiving Party may also disclose such of the Disclosing Party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 9 shall survive termination of the Contract.
10. LIMITATION OF LIABILITY
10.1 Nothing in these Terms shall limit or exclude Mission Despatch’s liability for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or (b) fraud or fraudulent misrepresentation; or (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
10.2 Subject to clause 10.1, Mission Despatch shall not be liable, whether in tort (including for negligence, conversion or breach of statutory duty), contract, misrepresentation or otherwise for: (a) loss of profits; or (b) loss of business; or (c) depletion of goodwill or similar losses; or (d) loss of anticipated savings; or (e) loss of contract; or (f) loss of use; or (g) loss or corruption of data or information; or (h) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

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10.3 Subject to clause 10.1, Mission Despatch’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed: (a) In respect of any Contract for Picking and Delivery Services, the sums set out in Conditions 9 and 10 of the Additional Conditions for Picking and Delivery Services; (b) In respect of any loss or damage to Goods, the lesser of £50,000 (fifty thousand pounds) and the replacement value of the Goods; (c) In all other cases, 125% of the Charges paid by Customer to Mission Despatch in respect of the Contract in respect of which the liability arose.
10.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10.5 This clause 10 shall survive termination of the Contract.
10.6 The Customer agrees that it is in a better position to foresee and evaluate any loss it may suffer in connection with the Contract and that the charges made by Mission Despatch have been calculated on the basis of the limitations and exclusions in this clause 10. The Customer agrees that it will effect insurance as is suitable having regard to its particular circumstances and the terms of this clause 10.

11. TERMINATION
11.1 Without limiting its other rights or remedies, either party may terminate a Core Contract by giving the other party three months’ written notice such notice to expire any time following the expiry of the Initial Term.
11.2 The Customer acknowledges that Mission Despatch makes a significant investment in setting up the Services for the Customer, and the pricing for the Services assumes that they will be continued throughout the Initial Term. In the event that the Customer wishes to terminate the Core Contract in advance of the expiry of the Initial Term, it may do so only on payment of early termination charges of £1,000 (one thousand pounds).
11.3 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

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(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so; (b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; (c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (e) the other party (being an individual) is the subject of a bankruptcy petition order; (f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; (g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company); (h) the holder of a qualifying floating charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver; (i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; (j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or

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similar to any of the events mentioned in clause 11.3(b) to clause 11.3(i) (inclusive); (k) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; (l) the other party’s financial position deteriorates to such an extent that in Mission Despatch’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or (m) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
11.4 Without limiting its other rights or remedies, Mission Despatch may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 7 days after being notified in writing to do so.
11.5 Without limiting its other rights or remedies, Mission Despatch may suspend provision of the Services under the Contract or any other contract between the Customer and Mission Despatch if the Customer becomes subject to any of the events listed in clause 11.3(b) to clause 11.3(m), or Mission Despatch reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
12. CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason: (a) the Customer shall immediately pay to Mission Despatch all of the outstanding unpaid invoices and interest of Mission Despatch and, in respect of Services supplied but for which no invoice has been submitted, Mission Despatch shall submit an invoice, which shall be payable by the Customer immediately on receipt; (b) immediately on payment of all outstanding sums, the Customer shall immediately arrange with Mission Despatch for collection of the Goods; (c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and (d) clauses which expressly or by implication survive termination shall continue in full force and effect.

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13. FORCE MAJEURE
13.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Mission Despatch including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Mission Despatch or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, failure of electricity or other utility, fire, flood, storm or default of suppliers or subcontractors.
13.2 Mission Despatch shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
13.3 If the Force Majeure Event prevents Mission Despatch from providing any of the Services for more than 2 weeks, Mission Despatch shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
14. PERSONAL DATA
14.1 The Mission DespatchMission DespatchMission DespatchData Processing Terms below apply to any processing of personal data undertaken by Mission Despatch as data processor for the Customer (as such terms are defined under the General Data Protection Regulation).
14.2 The Customer must ensure that any personal data provided is accurate and complete and that all Order and registration details (where applicable) contain their correct name, address and other requested details.
15. GENERAL
15.1 Assignment and other dealings. (a) Mission Despatch may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent. Where Storage Services are subcontracted by Mission Despatch, it will on request notify the Customer of the location of the Goods. (b) The Customer shall not, without the prior written consent of Mission Despatch, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.

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15.2 Variation. Except as set out in these Terms, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Mission Despatch.
15.3 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15.4 Severance. (a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract. (b) If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
15.5 Notices. (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email. (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 15.5(a); if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time

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that the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission. (c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
15.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
15.7 Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
15.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including noncontractual disputes or claims).
15.9 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

Mission Despatch Limited – Additional Conditions for Picking and Delivery Services
These are the additional terms and conditions applicable to Mission Despatch’s provision to the Customer of Packing and Delivery Services.
Your attention is drawn in particular to the following Conditions:
Condition 2.1 (which states that you will be responsible for any additional charges as set out in our Charging Guide)
Condition 6.2(which makes it clear that Orders are final and binding and cannot be cancelled or amended)
Condition 8.3 (which makes it clear that we cannot guarantee delivery times)
Conditions 9 and 10 (which set out important limits on the extent of our liability to you).
1. Definitions and Interpretation
Consignment means a grouping or amount of Goods specified in an Order for Packing and Delivery Services.

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Cut-Off Time means the latest time in the day (notified by Mission Despatch to the Customer) by which any Order can be placed for Next Day delivery of a Consignment.
Order means the Order for Packing and Delivery Services completed by the Customer on the Website.
Receiver means the person, company or organisation to whom Mission Despatch contracts to deliver the Goods, including any employee or agent of such person, company or organisation.
Subcontractor means any person, persons or business with whom Mission Despatch contracts with in order to assist in full or in part with the Packing and Delivery Services, and any person to whom that person, persons or business itself sub-contracts the relevant services.
2. General

2.1. The Customer acknowledges and agrees that certain additional items are not comprised within the up-front Charges specified in the Order process for Packing and Delivery Services. Additional charges for matters such as waiting time, congestion charge, additional stops or collections are specified in Mission Despatch’s Charging Guide. For the avoidance of doubt, these Terms should be read in conjunction with the Charging Guide.

2.2. Where an Order is made on a “Next Day” or “Overnight” basis, this means that Mission Despatch’s Subcontractor (or that Subcontractor’s subcontractor) has been instructed in advance of the Cut-Off Time to deliver the Goods by the end of the first Business Day following the date of acceptance of the instruction by that Subcontractor. Next Day does not mean that the Consignment is guaranteed by Mission Despatch to arrive by the end of the next 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.

2.3. Mission Despatch may record any telephone calls with the Customer for the purposes of maintaining its customer service quality, training its staff and for the purposes of retaining a record of conversations for reference in the event of a dispute.

3. Authority

3.1. The Customer represents, warrants and undertakes that it is authorised to accept and accepts these Conditions not only for itself but also for all other persons who are or may subsequently become interested in the Goods, and that it is the owner or authorised agent of the owner of the Goods.

4. Subcontracting

4.1. Mission Despatch may subcontract all or any part of its business without notice to the Customer.

4.2. The carriage of Goods in any Consignment by rail, sea, inland waterway or air is arranged by Mission Despatch as agent for the Customer and shall be subject to the applicable conditions of the rail, shipping, inland waterway or air carrier contracted to carry the Goods. These terms are available on request.

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5. Customer’s Obligations

5.1. Where Mission Despatch is collecting the Goods, the Customer promises that the Goods will be sufficiently securely and properly packed and labelled in accordance with Mission Despatch’s Packaging Guidelines specified on the Website.

5.2. The Customer agrees that it will not ask Mission Despatch to carry any item on its list of Prohibited Goods. The Customer warrants that the Goods do not comprise or include: weapons; ammunition; controlled drugs (within the meaning of the Misuse of Drugs Act 1971 or any statutory amendments or substitutes for that Act); industrial chemicals; unlawful, noxious, dangerous, hazardous, inflammable or explosive items of any kind; or any items which may not otherwise be collected, carried, stored or otherwise possessed, delivered, exported or imported from or into any country, region or place without declaration, licence or other permission from any statutory regulatory body. If such Goods are passed to Mission Despatch, the Customer shall be liable for all loss or damage whatsoever and howsoever caused by, to or in connection with Goods described in this Condition and the Customer will indemnify and hold harmless the carrier against all fines, penalties, actions, claims, damages, losses, costs and expenses whatsoever, and howsoever arising in any jurisdiction in connection therewith. Without prejudice to any of Mission Despatchs other rights contained in these Terms, Goods set out in this Condition may be destroyed, abandoned, released, surrendered or otherwise dealt with at the sole discretion of Mission Despatch, or by any other person in whose custody they may be at the relevant time, without liability on the part of Mission Despatch to the Customer.

5.3. When sending Goods outside of the European Union or importing goods into the UK, the Customer is required by law to provide an invoice for Customs listing items being sent, the replacement value of the Goods and the reason for export. At the request of the Customer, Mission Despatch can complete this documentation on the Customer’s behalf, however only if the value of the Goods does not exceed £50. Mission Despatch will not accept any liability for losses, fines, destruction of goods or delays where a Customer has made a false or incorrect declaration.

6. Fees and Payments for the Service

6.1. Quotes for Charges for Packing and Delivery Services are based on information provided. Additional Charges may apply to bookings in certain circumstances as detailed in the Charging Guide. Mission Despatch’s charges will be made in accordance with its standard tariff in effect at the time the Order is accepted, which is available on request.

6.2. All Orders are final and binding and Customer shall not be entitled to cancel or amend any Order without full payment of the relevant Charges.

6.3. If Mission Despatch has agreed to provide account facilities to a Customer, charges accrued under that account shall be paid within 30 days of the invoice date. Mission Despatch may terminate account facilities for any Customer at any time in its absolute discretion. On termination of any account facilities, the Customer shall pay to Mission Despatch all outstanding charges which are owed as at the date of termination.

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6.4. In the event that Goods are not packaged in accordance with Condition 5.1 above, and as a result other goods, or the vehicle used to transport the Goods, are damaged or soiled, the Customer shall reimburse Mission Despatch in respect of any loss suffered (including any liability owed to the owner or consignor of any damaged or soiled goods, and in respect of professionally cleaning the vehicle).

7. Customs, Exports and Imports

7.1. Mission Despatch may perform any of the following activities on the Customer’s behalf in order to provide its services to the Customer:

7.1.1. complete documents, products or service codes and pay any duties or taxes required under applicable laws and regulations;

7.1.2. act as the Customer forwarding agents for Customs and export control purposes;

7.1.3. act as receiver solely for the purpose of designating a customs broker to perform customs clearance; and

7.1.4. redirect the shipment to the Receiver’s import broker or other address upon request by any person who is or Mission Despatch believes in its reasonable opinion to be authorised.

7.2. Goods that exceed a certain value may be delayed as they will require further documentation for clearance. Mission Despatch is not liable for any such delay and any losses arising therefrom.

7.3. Any statement made by Mission Despatch relating to the estimated time of delivery is advisory only and cannot be relied upon given the number of factors outside of Mission Despatch’s control in effecting such deliveries.

7.4. Where Mission Despatch is requested to collect from, or deliver a Consignment to, a country outside of the United Kingdom Mission Despatch’s terms of liability (subject to Condition 7.5 below) shall be governed by the relevant provisions of the Convention on the Contract for International Carriage of Goods by Road as set out in the Schedule to the Carriage of Goods by Road Act 1965 (as amended) and, in particular, articles 17 onwards and those provisions shall be deemed to be incorporated into any booking and will apply in place of any inconsistent terms within these Terms. Mission Despatch can provide a copy of these provisions if requested, but even if these are not requested the Customer will be deemed to have read, understood and agreed to them and their incorporation into the booking.

7.5. If the carriage of any Goods occurs by air travel and involves stopping in a country other than the country of departure then the Montreal Convention as amended shall be generally applicable to such part of the carriage as occurs by air and, in particular, Mission Despatch’s maximum liability in respect of loss of or damage to any such Goods during air travel shall be limited to the amount set out in the Montreal Convention.

7.6. Mission Despatch shall not be responsible for any local customs charges, import taxes or duties or any similar charge(s) incurred through carriage and/or delivery of any Goods and the Customer must satisfy themselves as to whether any of these charges will become due and, if so, in what amounts before completing a booking

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with Mission Despatch. If any such charges become due as a result of carriage and/or delivery of a Consignment on the Customer’s behalf and are charged to Mission Despatch by any competent authority the Customer agrees to reimburse Mission Despatch fully in respect of the same within 7 days of Mission Despatch’s demand.

8. Packing and Delivery Services

8.1. Where the Services comprise delivery of Goods, Mission Despatch shall in accordance with instructions set out in the Order transport the Goods by motor vehicle, aircraft, rail or boat and such other means as may be appropriate to the destination address specified and deliver them there within the delivery period specified (if any).

8.2. The Customer is responsible for ensuring that Mission Despatch is provided with the correct collection and delivery address details. Mission Despatch will not be responsible for any losses arising as a result of the Customer providing incorrect information. Further, the Customer will be liable for any reasonable costs incurred by Mission Despatch in carrying out such a collection or delivery.

8.3. Whilst Mission Despatch will endeavour to carry out its Packing and Delivery Services within any time periods specified by the Customer, Mission Despatch will not be liable for any loss caused to the Customer by a failure to adhere to any such time periods. Further, any time periods for collection or delivery stated by Mission Despatch are advisory only and not binding and the Customer will not be eligible for compensation where these time periods are not adhered to. Notwithstanding any discussion with any staff of Mission Despatch, time shall not be of the essence of the contract in respect of delivery. Customer acknowledges that Mission Despatch’s staff are prohibited guaranteeing delivery times.

8.4. Subject to express written instructions given by the Customer Mission Despatch reserves to itself absolute discretion as to the means, route and procedure to be followed in the handling, storage and transportation of Goods. Further, if, in the opinion of Mission Despatch, it is necessary in the Customer’s interest to part from those instructions, Mission Despatch is free to do so.

8.5. Goods cannot be delivered to P O Boxes or postal codes. Goods are delivered to the Receiver’s address given by the Customer but not necessarily to the named Receiver personally. Shipments to addresses with a central receiving area will be delivered to that area. If a Receiver refuses delivery or the shipment is deemed to be unacceptable, or it has been undervalued for Customs purposes, or Mission Despatch or its agent cannot reasonably identify the Receiver’s address Mission Despatch shall use reasonable efforts to return the Goods to the Customer at the Customer’s cost, failing which the Goods may be released, disposed of or sold by Mission Despatch without incurring any liability whatsoever to the Customer or anyone else with the proceeds applied against service charges and related administrative costs and the balance of the proceeds of sale to be returned to the Customer.

8.6. Mission Despatch and its agents have the right to open the Goods without prior notice to the Customer.

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8.7. Mission Despatch and its agents shall use their best endeavours to obtain a signed proof of delivery (“POD”) at the time of delivery of the Goods, such proof either being paper based or via an electronic handheld device.

8.8. Mission Despatch or their agent will, wherever possible, deliver the Goods to the named Receiver. However, where the Receiver is not immediately available Mission Despatch or its agents reserve the right to deliver the Goods to:

8.8.1. In the event of a residential address, another adult at the same address or, where there is no one present, a neighbour or other person or organisation the Customer or the Receiver has specified or approved as recipient of the Goods;

8.8.2. In the event of serviced offices or units, the concierge or reception desk;

8.8.3. In the event of other commercial premises, delivery will be to security, a post room, reception or any other place deemed safe at the discretion of Mission Despatch or its agent.

8.9. The person signing the POD is deemed to be acting as agent for the Customer and must note on the POD whether there is any damage to the packaging and/or goods since otherwise, as between the parties, such receipt shall be conclusive evidence as to the facts of time and delivery and evidence that they were delivered in good condition. Where no indication of damage has been noted, then no subsequent claim for loss or damage can be accepted by Mission Despatch.

8.10. The Customer is responsible for arranging for the Goods to be carefully checked immediately upon receipt by the Receiver or other recipient of the Goods.

9. LIMITATION OF LIABILITY OF MISSION DESPATCH – PLEASE PAY PARTICULAR ATTENTION TO THIS SECTION

9.1. Subject to the Terms and to provisions of Condition 7 above in respect of Goods for international delivery, the following provisions in this Condition 9 set out the entire financial liability of Mission Despatch (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

9.1.1. any breach of these Terms in relation to Packing and Delivery Services; and

9.1.2. any provision of Packing and Delivery Services (or failure to provide such Services) to the Customer by Mission Despatch.

9.2. All warranties, clauses and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms. In particular, Mission Despatch does not warrant that the services provided by Mission Despatch will meet any or all of the Customer’s particular requirements not specified in the Order, because Mission Despatch has not assessed the Customer’s requirements.

9.3. Except as specified under clause 7 above, and subject to clause 10 of the Terms, Mission Despatch’s total aggregate liability in contract, tort (including negligence, conversion or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of Packing

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and Delivery Services shall be limited to the sums specified in Conditions 9.4 and 9.5 below.

9.4. Same-Day services:

9.4.1. The liability of Mission Despatch for loss or damage to any Goods shall be limited to a maximum of

9.4.1.1. £1,000 per Consignment for Order for delivery by motorcycle;

9.4.1.2. £5,000 per Consignment for Orders for delivery by car and small van bookings;

9.4.1.3. £10,000 per Consignment for Orders for delivery by transit van and HGV.
Enhanced cover can be arranged (subject to terms and conditions) for individual Consignments or on an ongoing basis.
9.5. Other services (Next Day/Overnight, other UK domestic deliveries not booked on a Same-Day basis, pallets and internationals services):

9.5.1. The liability of Mission Despatch for loss or damage to any Goods shall be limited to a maximum of:

9.5.1.1. £10 per kg (or part thereof) per Consignment up to a maximum of £1,000 for Consignments booked for collection and delivery in the UK on a non-Same-Day basis;

9.5.1.2. For international services, liability is restricted in accordance with Conditions 7.4 and 7.5 above. Liability is therefore limited to £1,870 per ton of the gross weight (or £1.87 per kilogram)

9.5.1.3. For palletised Consignments, liability is restricted to £5 per kilogram.
Enhanced cover can be arranged on certain services subject to terms and conditions.
9.6. Mission Despatch shall not be liable for any delay in delivery resulting from the unavailability at the delivery address of the Receiver or the impracticability of complying with any special delivery instructions.

9.7. Mission Despatch shall not be liable for any loss, damage, missed delivery or delay in delivery occasioned solely or principally by:

9.7.1. act of God;

9.7.2. acts of war, hostilities riots, terrorism or civil commotion or the threat of such conditions prevailing;

9.7.3. criminal, malicious or negligent act or omission of third parties;

9.7.4. industrial action, general or partial stoppage or restraint of trade from whatever cause;

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9.7.5. the effects of ionising radiation or uncontrolled nuclear reaction;

9.7.6. any seizure and illegal process;

9.7.7. poor weather conditions, fuel shortages and power failures;

9.7.8. any act or omission of the Customer or those for whom it contracts or the servants or agents of either;

9.7.9. the inadequate or improper packing of the whole or part of the Goods;

9.7.10. the insufficient or incorrect labelling or addressing of the Goods;

9.7.11. failure or delay in delivery for any reason whatsoever beyond the control of Mission Despatch;

9.7.12. inherent liability to wastage and bulk weights, defects or inherent defects, natural deterioration or fragility of the Goods (not withstanding that it may be marked as fragile); 9.7.13. Suspension or cancellation of transport services by reason of or threat or fear of inclement weather or any other matters set out in Conditions 9.7.1 to 9.7.12.

9.8. Mission Despatch shall not in any circumstances be liable in respect of a Consignment that has been flawed on the part of the Customer or the owner of a Consignment or any part thereof or the servant or agent of either of them in respect of that Consignment unless the flaw has been contributed by the negligence of Mission Despatch or of any servant of Mission Despatch acting in the course of its employment.

9.9. Liability of Mission Despatch will only be accepted where any loss or damage is due to the fault or negligence of Mission Despatch or its servant, agent or employees or otherwise.

9.10. No liability will be accepted in respect of any Goods which is on Mission Despatch’s list of Prohibited Goods, or is not packaged in accordance with Mission Despatch’s Packaging Guidelines.

9.11. Where enhanced compensation cover is available this must be purchased from Mission Despatch at the time of booking. Where the Customer purchases compensation cover for the Goods from Mission Despatch, liability to the Customer is limited to the value of the compensation cover taken out or the actual value of the Goods at the date of loss (whichever is the lesser). Where the Customer does not purchase compensation cover, Customer confirms that it accepts the risks of not doing so.

9.12. In order to ascertain the extent of Mission Despatch’s liability under this Condition 9 Mission Despatch shall require written proof of the value and weight (if applicable) of the entire Goods and any part or parts of it which make it up. Subject to the limits in Conditions 9.4 and 9.5 Mission Despatch is only liable for the replacement cost and not for any sums that would amount to profit on the Goods nor consequential losses.

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9.13. Where a claim has been submitted by the Customer for compensation, Mission Despatch shall be afforded by the Customer reasonable opportunity to inspect the Goods when delivery has been effected to the Receiver. If the item is moved or repaired or if the packaging is not kept any claim shall be void.

9.14. If a claim arises as a result of damage to the whole or part of a Consignment and Mission Despatch settles the claim for a sum equal to or greater than the value of the Goods, then Mission Despatch shall be entitled to claim ownership of the Goods and deal with it as they see fit. For the avoidance of any doubt, Mission Despatch shall be responsible for the cost of recovery of the Goods.

9.15. Mission Despatch shall have no liability in any circumstances for any lawful or unlawful detention of Goods or for any loss, damage or deterioration arising therefrom.

9.16. Mission Despatch will not be liable for any loss or damage to any Goods that cannot be carried within the lockable equipment normally provided on the vehicle the Customer specifies in the Order. For example, if the Order specifies a motorcycle to make a delivery and the Goods are too big to fit in its carrying equipment, Mission Despatch may still be able to carry it (providing it is safe to do so), but will not be liable for any loss or damage to those Goods.

9.17. All claims must be submitted in writing to Mission Despatch within 14 days of the delivery date of the Goods (or, if the Goods are not delivered, within 14 days of the scheduled delivery date), failing which Mission Despatch shall have no liability whatsoever.

9.18. Except as specified in Condition 9.1 above, Mission Despatch shall not be liable to the Customer by reason of any representation, any implied warranty, condition or other term, or any duty under common law or under statute, save as expressly set out in these Terms.

10. Warsaw Convention

10.1. If the shipment is transported by air and involves an ultimate destination or stop in a country other than the country of departure the Warsaw Convention, if applicable, governs Mission Despatchs liability for loss or damage.
Website Terms of Use
1. AUTHORITY TO USE
1.1 Subject to these Website Terms of Use, Mission Despatch hereby grants to the Customer a non-exclusive, non-transferable right to use and permit its employees to use the Website solely for the Customer’s internal business operations in relation to Goods in respect of which Mission Despatch provides the Services.
1.2 The Customer shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

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(i) and except to the extent expressly permitted under these Terms, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Website in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Website; or (b) access all or any part of the Website in order to build a product or service which competes with the Website; or (c) use the Website to provide services to third parties; or (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Website available to any third party except the employees of the Customer for the Customer’s own internal business purposes, or (e) attempt to obtain, or assist third parties in obtaining, access to the Website and/or Website Documentation, other than as provided under this Condition.
1.3 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Website and/or the Website Documentation and, in the event of any such unauthorised access or use, promptly notify Mission Despatch.
1.4 The rights provided under this Condition are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
2. MAKING THE WEBSITE AVAILABLE
2.1 Mission Despatch shall use commercially reasonable endeavours to make the Website available 24 hours a day, seven days a week, except for: (a) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and (b) unscheduled maintenance, provided that Mission Despatch has used reasonable endeavours to give the Customer notice in advance.
3. CUSTOMER DATA
3.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

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3.2 Mission Despatch shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy provided by Mission Despatch on the Website, as such document may be amended by Mission Despatch in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for Mission Despatch to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Mission Despatch in accordance with the archiving procedure described in its Back-Up Policy. Mission Despatch shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Mission Despatch to perform services related to Customer Data maintenance and back-up).
3.3 If Mission Despatch processes any personal data on the Customer’s behalf by means of the Website, the parties record their intention that the Customer shall be the data controller and Mission Despatch shall be a data processor and in any such case: (a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer is located in order to carry out the Website and Mission Despatch’s other obligations under these Terms; (b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to Mission Despatch so that Mission Despatch may lawfully use, process and transfer the personal data in accordance with these Terms on the Customer’s behalf; (c) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; (d) Mission Despatch shall be entitled to appoint MintSoft Ltd (and its affiliate companies) as a sub-processor; (e) Mission Despatch shall process the personal data only in accordance with the terms of these Website Terms of Use and any lawful instructions reasonably given by the Customer from time to time; and (f) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
3.4 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Website that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity;

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(c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) in a manner that is otherwise illegal or causes damage or injury to any person or property;
and Mission Despatch reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this Condition.
4. THIRD PARTY PROVIDERS
The Customer acknowledges that the Website may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. Mission Despatch makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any thirdparty website is between the Customer and the relevant third party, and not Mission Despatch. Mission Despatch recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. Mission Despatch does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Website.
5. SUPPLIER’S OBLIGATIONS
5.1 Mission Despatch undertakes that the Website will be provided in accordance with the Website Documentation.
5.2 The undertaking at Condition 5.1 shall not apply to the extent of any nonconformance which is caused by use of the Website contrary to Mission Despatch’s instructions, or modification or alteration of the Website by any party other than Mission Despatch or Mission Despatch’s duly authorised contractors or agents. If the Website does not conform with the foregoing undertaking, Mission Despatch will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in Condition 5.1. Notwithstanding the foregoing, Mission Despatch:

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(a) does not warrant that the Customer’s use of the Website will be uninterrupted or error-free; or that the Website, Website Documentation and/or the information obtained by the Customer through the Website will meet the Customer’s requirements; and (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Website and Website Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
5.3 These Terms shall not prevent Mission Despatch from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.
5.4 Mission Despatch warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms.
6. CUSTOMER’S OBLIGATIONS
The Customer shall: (a) provide Mission Despatch with: (i) all necessary co-operation in relation to these Terms; and (ii) all necessary access to such information as may be required by Mission Despatch; in order to provide the Website, including but not limited to Customer Data, security access information and configuration services;
(b) comply with all applicable laws and regulations with respect to its activities under these Terms; (c) carry out all other Customer responsibilities set out in these Terms in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, Mission Despatch may adjust any agreed timetable or delivery schedule as reasonably necessary; (d) ensure that its employees use the Website and the Website Documentation in accordance with these Website Terms of Use and shall be responsible for any employee’s breach of them; (e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Mission Despatch, its contractors and agents

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to perform their obligations under these Terms, including without limitation the Website; (f) ensure that its network and systems comply with the relevant specifications provided by Mission Despatch from time to time; and (g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Mission Despatch’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
7. PROPRIETARY RIGHTS
7.1 The Customer acknowledges and agrees that Mission Despatch and/or its licensors own all intellectual property rights in the Website and the Website Documentation. Except as expressly stated herein, these Terms do not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Website or the Website Documentation.
7.2 Mission Despatch confirms that it has all the rights in relation to the Website and the Website Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these Terms.
8. INDEMNITY
8.1 The Customer shall defend, indemnify and hold harmless Mission Despatch against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Website and/or Website Documentation, provided that: (a) the Customer is given prompt notice of any such claim; (b) Mission Despatch provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and (c) the Customer is given sole authority to defend or settle the claim.
9. DISCLAIMER
9.1 Except as expressly and specifically provided in these Terms: (a) the Customer assumes sole responsibility for results obtained from the use of the Website and the Website Documentation by the Customer,

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and for conclusions drawn from such use. Mission Despatch shall have no liability for any infringement, any damage caused by errors or omissions in any information, instructions or scripts provided to Mission Despatch by the Customer in connection with the Website, or any actions taken by Mission Despatch at the Customer’s direction; (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and (c) the Website and the Website Documentation are provided to the Customer on an “as is” basis. Data Processing Terms

Part A 1 Definitions
1.1 In these Data Processing Terms:
Controller has the meaning given in applicable Data Protection Laws from time to time;
Data Protection Laws means, as binding on either party or the Services:
(a) the GDPR;
(b) the Data Protection Act 2018;
(c) any laws which implement any such laws; and
(d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
Data Subject has the meaning given in applicable Data Protection Laws from time to time;
GDPR means the General Data Protection Regulation, Regulation (EU) 2016/679;
International Organisation
has the meaning in applicable Data Protection Laws from time to time;
Personal Data has the meaning given in applicable Data

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Protection Laws from time to time;
Personal Data Breach has the meaning given in applicable Data Protection Laws from time to time;
processing has the meaning given in applicable Data Protection Laws from time to time (and related expressions, including process, processed and processes shall be construed accordingly);
Processor has the meaning given in applicable Data Protection Laws from time to time;
Protected Data means Personal Data received from or on behalf of the Customer in connection with the performance of Mission Despatch’s obligations under this Agreement; and
Sub-Processor means any agent, subcontractor or other third party (excluding its employees) engaged by Mission Despatch for carrying out any processing activities on behalf of the Customer in respect of the Protected Data.
2 Customer’s compliance with data protection laws
The parties agree that the Customer is a Controller and that Mission Despatch is a Processor for the purposes of processing Protected Data pursuant to this Agreement. The Customer shall, at all times, comply with all Data Protection Laws in connection with the processing of Protected Data. The Customer shall ensure all instructions given by it to Mission Despatch in respect of Protected Data (including the terms of this Agreement) shall at all times be in accordance with Data Protection Laws. Nothing in this Agreement relieves the Customer of any responsibilities or liabilities under any Data Protection Laws.
3 Supplier’s compliance with data protection laws
Mission Despatch shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of this Agreement.

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4 Instructions
4.1 Mission Despatch shall only process (and shall ensure Supplier Personnel only process) the Protected Data in accordance with Part B of these Data Processing Terms and the Contract (including when making any transfer to which paragraph 9 relates), except to the extent:
4.1.1 that alternative processing instructions are agreed between the parties in writing; or
4.1.2 otherwise required by applicable law (and shall inform the Customer of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest).
5 Security
Taking into account the state of technical development and the nature of processing, Mission Despatch shall implement and maintain the technical and organisational measures set out in Part B of these Data Processing Terms to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
6 Sub-processing and personnel
6.1 Mission Despatch shall:
6.1.1 not permit any processing of Protected Data by any agent, subcontractor or other third party (except its or its Sub-Processors’ own employees in the course of their employment that are subject to an enforceable obligation of confidence with regards to the Protected Data) without the written authorisation of the Customer;
6.1.2 prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under these Data Processing Terms (including those relating to sufficient guarantees to implement appropriate technical and organisational measures) that is enforceable by Mission Despatch and ensure each such Sub-Processor complies with all such obligations;
6.1.3 remain fully liable to the Customer under this Agreement for all the acts and omissions of each Sub-Processor as if they were its own; and
6.1.4 ensure that all natural persons authorised by Mission Despatch to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.

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7 List of authorised sub-processors
The Customer authorises the appointment of the Sub-Processors listed below: [insert].
8 Assistance
8.1 Mission Despatch shall (at the Customer’s cost) assist the Customer in ensuring compliance with the Customer’s obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under applicable Data Protection Laws) taking into account the nature of the processing and the information available to Mission Despatch.
8.2 Mission Despatch shall (at the Customer’s cost) and taking into account the nature of the processing, assist the Customer (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Customer’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.
9 International transfers
Mission Despatch shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the United Kingdom without the prior written consent of the Customer. The Customer hereby consents to Mission Despatch transferring Protected Data to such recipients, provided all transfers of Protected Data by Mission Despatch of Protected Data to an International Recipient (including any Onward Transfer) shall (i) to the extent required under Data Protection Laws, be effected by way of Appropriate Safeguards and in accordance with Data Protection Laws and this Contract; and (ii) be made pursuant to a written contract, including similar obligations on each Sub-Processor in respect of transfers as apply to Mission Despatch. The provisions of this clause shall constitute the Customer’s instructions with respect to transfers of Protected Data for the purposes of this Contract.
10 Audits and processing
Mission Despatch shall, in accordance with Data Protection Laws, make available to the Customer such information that is in its possession or control as is necessary to demonstrate Mission Despatch’s compliance with the obligations placed on it under these Data Processing Terms and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28 of the GDPR), and allow for and contribute to audits, including inspections, by the Customer

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(or another auditor mandated by the Customer) for this purpose (subject to a maximum of one audit request in any 12 month period under this paragraph 10).
11 Breach
Mission Despatch shall notify the Customer without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data.
12 Deletion/return and survival
On the end of the provision of the Services relating to the processing of Protected Data, at the Customer’s cost and the Customer’s option, Mission Despatch shall either return all of the Protected Data to the Customer or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires Mission Despatch to store such Protected Data. These Data Processing Terms shall survive termination or expiry of the Contract.
Part B Data processing and security details
10. SECTION 1—DATA PROCESSING DETAILS Processing of the Protected Data by Mission Despatch under this Agreement shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in this Part B.
1 Subject-matter of processing:
Providing order fulfilment and related services to the Customer.
2 Duration of the processing:
For the term of the Contract.
3 Nature and purpose of the processing:
[Insert]
4 Type of Personal Data:
[Insert]

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5 Categories of Data Subjects:
[Insert]
11. SECTION 2—MINIMUM TECHNICAL AND ORGANISATIONAL SECURITY MEASURES 1 Mission Despatch shall implement and maintain the following technical and organisational security measures to protect the Protected Data:
1.1 In accordance with the Data Protection Laws, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the Protected Data to be carried out under or in connection with this Agreement, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Protected Data transmitted, stored or otherwise processed, Mission Despatch shall implement appropriate technical and organisational security measures appropriate to the risk, including, as appropriate, those matters mentioned in Articles 32(1)(a) to 32(1)(d) (inclusive) of the GDPR.