General Terms of Service

JIFFYHUB LTD

Terms and conditions

Last revised 10th April 2022.

These terms and conditions (the “Terms”) apply to each agreement between JIFFYHUB LTD, a company incorporated in England & Wales with company number 10101248 and its registered office at Unit 39 Longsight Business Park, Manchester, Greater Manchester, M13 0PD, United Kingdom (“we” or “us”) and its customers (“you”).

These Terms apply to all agreements under which we deliver services and/or deliverables to you. If there is a conflict between an agreement and these Terms, these Terms prevail.

Each agreement between us for the delivery of services and/or deliverables incorporates these Terms and together an agreement and these Terms forms a “Contract”.

Each Contract excludes all other terms and conditions subject to which any quotation is accepted or purported to be accepted, or any order is made or purported to be made, by you, or that may be implied by any other dealings between ourselves.  Your standard terms and conditions, even if they are referred to in a quotation or order or elsewhere, are excluded and shall not apply to a Contract.

IMPORTANT TERMS FOR YOUR ATTENTION

OUR LIABILITY TO YOU IS LIMITED – PLEASE SEE CLAUSE 13 (LIABILITY)

 

  1. In these Terms the following words in bold have the meanings given to them:
Contract means each agreement between you and us for the delivery of Services and/or Deliverables and incorporating these Terms;
Deliverables: all outputs, products or materials (excluding Goods) delivered by us in accordance with a Contract;
Goods: the goods and/or materials which are the subject of the Services;
Handling Charges: the amount charged to you in respect of Services provided by us and referred to in our relevant quotation, estimate or tender;
Services: any services that we agree to provide to you include storage, warehousing, order processing, picking and packing and/or dispatch services plus any other services which we agree to provide to you;
  1. A reference to writing or written includes e-mails and messaging applications.
  2. 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
  3. All references to a statutory provision include references to any statutory modification, consolidation or re-enactment of it and all instruments or orders made pursuant to it.
  4. Words denoting the singular include the plural and vice versa; words denoting any gender include all genders; and words denoting persons include corporations, partnerships, other unincorporated bodies and all other legal entities and vice versa.
  5. Headings in these Terms are inserted for ease of reference only and do not affect their construction.
  6. References to VAT means value added tax at the rate in force from time to time.
  7. References to Business Days any weekday (Monday to Friday) excluding public holidays in England;

 

 

  1. Entire agreement
  1. The Contract constitutes the entire agreement between ourselves. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by us or on our behalf which is not set out in the Contract.
  2. If we have given you a quotation or estimate to deliver Services and/or Deliverables, it is only valid for 20 Business Days from its issue date unless we withdraw it earlier.

 

  1. Revision of these Terms
  1. We may vary these Terms from time to time in response to changes in relevant laws and other regulatory requirements or to reflect our new commercial practices.
  2. If we vary these Terms, we may notify you of the changes by directing you to the varied Terms on our website before and, unless you object in writing to the varied Terms, they will apply to all Contracts but in the event that you object to the new Terms, the previous Terms shall continue to apply.

 

  1. Formation of a Contract

 

  1. A Contract will come into existence if:
    1. agreement is reached via email or any messaging application;
    2. you accept our quotation or estimate in writing;
    3. we issue a written acceptance of an order from you (our acknowledging receipt of an order from you does not mean that we have accepted it); or
    4. at your request, we begin delivering Services and/or Deliverables.
  2. and no Contract shall come into force except as allowed by (i), (ii) or (iii).
  3. Each Contract shall commence on its stated commencement date or, if none is stated, at our discretion.

 

  1. Services and Deliverables
  1. We may provide the Services and/or Deliverables on a project-basis or an ad-hoc basis, as set out in a Contract.
  2. We will provide the Services and/or Deliverables to you as specified in a Contract and we will do what we reasonably can to manage, carry out and deliver the Services and/or Deliverables according to the Contract however any performance times and dates are estimates and time is not of the essence.
  3. We shall provide the Services and/or Deliverables with reasonable skill and care and we shall adhere to service levels specified in a Contract, on our latest communicated pricing guide or that appear on our website at https://jiffyhub.co.uk .
  4. If performance of our obligations under a Contract is prevented or delayed by your acts or omissions or those of your agents, sub-contractors or employees, we shall not be liable for, and you shall hold us harmless against, all costs, charges or losses sustained or incurred as a result of such acts or omissions.
  1. Accuracy of materials used in the Deliverables

 

  1. You are responsible for the accuracy and completeness of all information, data and materials required to produce the Deliverables and we are not responsible for the Deliverables being inaccurate, misleading or incomplete or any losses or damages arising as a result of the Deliverables being inaccurate, misleading or incomplete.
  2. We do not monitor, verify or endorse data, material or information submitted or provided by you for the purpose of the Deliverables.
  3. We do not warrant that the Deliverables will achieve any desired commercial outcome, and we will not be liable for any loss of profit or loss of expected profit that arises from your use, or any third party’s use, of the Deliverables.
  4. We will use reasonable endeavours to correct any information, data or materials contained in the Deliverables as soon as practicable after you notifying us in writing of such corrections provided that you reimburse us for our reasonable costs of making any such corrections.

 

  1. Your obligations

You will:

  1. co-operate with us in all matters relating to the Services and the Deliverables; and
  2. provide in a timely manner such information as we may request in order of us to provide the Services and/or Deliverables, and ensure that such information is accurate in all material respects.

 

  1. Harmful Goods

 

  1. We will not accept or deal with any noxious, dangerous, hazardous, inflammable or explosive Goods or any Goods likely to cause damage. Should you nevertheless deliver any such Goods to us or our subcontractors or agents or cause us or our subcontractors or agents to handle or deal with any such Goods, you will be liable for all loss or damage caused by or in connection with such Goods however arising and will indemnify us against all losses, damage, liabilities, costs, claims, and expenses whatsoever arising in connection with such Goods and the Goods may be destroyed or otherwise dealt with at our sole discretion, so long as the Goods are in the custody or under our direction.
  2. You will indemnify us in respect of all costs, charges, demands, liabilities or losses sustained or incurred by us arising directly or indirectly from your fraud, negligence, failure to perform or delay in the performance of any of your obligations under a Contract or arising from the contents of any of the Goods, including any loss of profit, loss of reputation, loss or damage to property, loss arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere and including any costs, changes or losses resulting from any claim that any of the Goods do not belong to you or that you are not authorised to instruct us in relation to them.

 

  1. Stock control

We shall at all reasonable times during a Contract allow you, or your representatives, access by prior appointment to:

  1. our premises for the purpose of inspecting records and documents in our possession custody or control in connection with the provision of the Services and in relation to reviewing compliance by us with our obligations set out in a Contract or
  2. carry out a stock count or to be present while we carry out a stock count.

 

  1. Sub-Contractors

We shall be free to use such subcontractors or agents as we, in our absolute discretion, choose to appoint.

 

  1. Charges and payment

 

  1. You agree to pay the Handling Charges, such charges to be reviewed annually by the parties or otherwise agreed by the parties in writing.
  2. Invoices for ongoing fulfilment activity be issued on a monthly basis. Invoices for any special projects which may be agreed as such by the parties in writing will be issued upon completion of the project or as otherwise agreed in writing between the parties. All invoices shall be issued by us electronically as PDF files.
  3. You will pay each invoice submitted to you by us, in full and in cleared funds, no later than 15 days from the date the invoice was raised.
  4. Without prejudice to any other right or remedy that we may have, if you fail to pay us on the due date, we may:
    1. charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Lloyds Bank plc accruing on a daily basis and compounded quarterly until payment is received, whether before or after any judgment; and/or
    2. suspend all Services until payment has been made in full.
  5. Time for payment to us is of the essence in respect of each Contract.
  6. We will have a general lien over the Goods in our possession as security for any sums owed to us by you under a Contract or otherwise. Storage will be charged for any goods detained under lien. If any lien is not satisfied within a reasonable time we may at our absolute discretion sell the Goods concerned and apply the proceeds in or towards discharge of the lien and the expenses of the sale.
  7. We may, without prejudice to any other rights we may have, set off any of your liability to us against our liability to you.
  8. Where you are a private company, it is our usual practice to require one or more of the directors or shareholders (‘responsible individuals’) to be potentially personally responsible for payment of our charges. Whilst we would normally expect payment by you, we reserve the right to recover payment from responsible individuals.
  9. If there is more than one responsible individual, liability is joint and several, which means that each of them is individually responsible for paying the full amount of our charges – although, if that were to occur, that individual would normally have the right to recover a share from the others.
  10. The liability of ‘responsible individuals’ is a primary, rather than a secondary, liability. This means that we are entitled to claim against responsible individuals directly, without having made claim against you. We would only do this if absolutely necessary.

 

  1. Confidentiality and data protection

 

  1. In this Clause 12 references to:
      1. confidential information means names and addresses of your customers and details of product specifications and designs and any other information of a confidential nature supplied to us in connection with a Contract;
      2. Data Protection Law means the General Data Protection Regulation (EU) 2016/679 (GDPR), the UK Data Protection Act (as amended or replaced) and any other applicable data protection or electronic privacy laws, regulations and decisions in force from time to time;
  2. We will treat as confidential all information disclosed to us by you. The information will only be disclosed by us to any subcontractor, agent or other third party to the extent that such disclosure is necessary for the performance of the Services. This obligation of confidentiality will not apply to any information which was known to us prior to its disclosure by you, is disclosed to us by a third party without any obligation of confidentiality or enters into the public domain other than by a breach of this condition by us.
  3. You will comply with your obligations under the Data Protection Law in relation to all personal data transferred to us and will keep us indemnified in respect of all costs, claims, demands, actions, liabilities, damages and expenses which we may suffer or incur as a result of any breaches of such law.
  4. The parties acknowledge that for the purposes of the Data Protection Law, you are the data controller and we are the data processor. We will only retain personal data on our systems according to your instructions and will only process any personal data solely for the purpose of performing the Services and no other purpose.
  5. We shall:
    1. ensure that we have in place appropriate and proportionate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected,
    2. ensure that all personnel who have access to and/or process personal data are bound by contractual and/or statutory obligations to keep any personal data confidential,
    3. co-operate and assist you, at your cost, in responding to any complaint, request, notice or communication (“third party request”) from a Data Subject and in ensuring compliance with our obligations under the Data Protection Law with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators,
    4. provide such co-operation, assistance and information to you as may be reasonably required, without undue delay, to enable you to comply with any third party request or to complete any data protection impact assessment as reasonably required by you from time to time pursuant to the Data Protection Law,
    5. notify you within one working day of becoming aware of a Personal Data breach,
    6. co-operate with and assist you in taking all reasonable measures that are required in response to any Personal Data breach, as reasonably requested by you, including to remedy or mitigate the effects of any Personal Data breach.
  6. Upon completion of the Services or Deliverables you will provide us with instructions for the return or destruction of personal data.
  7. You shall ensure that any computer data supplied, by whatever method, to us is clean, uncorrupted and capable of being processed and does not contain any computer viruses. In the event of computer data being received by us corrupt or containing viruses, we may, at our own option, return the data to you or decontaminate it at your expense. For the avoidance of doubt, corruption occurring during any form of electronic transmission to us shall be at your risk.
  1. Limitation of liability
  1. This condition sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and subcontractors) to you in respect of:
    1. any breach of a Contract;
    2. any use made by you of the Services and/or Deliverables; and
    3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with a Contract.
  2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from a Contract.
  3. Nothing in these Terms limits or excludes our liability:
    1. for death or personal injury resulting from negligence; or
    2. for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by us; or
  4. Subject to conditions 13.2 and 13.3:
  5. We will not be liable, whether in contract, tort (including for negligence or breach of statutory duty), misrepresentation or otherwise however for:
    1. loss of profits
    2. loss of business
    3. depletion of goodwill and/or similar losses;
    4. loss of anticipated savings;
    5. loss of goods;
    6. loss of contract;
    7. loss of use;
    8. loss of corruption of data or information; or
    9. any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
  6. our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of a Contract will be limited to the Handling Charges paid for the Services.
  7. If our performance of our obligations under a Contract is prevented or delayed by any act or omission of you or any of your agents, subcontractors or employees, we will not be liable for any costs, charges or losses whatsoever sustained or incurred arising directly or indirectly from such prevention or delay.
  8. By entering into a Contract, you acknowledge and agree that you do not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) by us or any person who is not a party to a Contract, relating to the subject matter of a Contract, other than as expressly set out in a Contract.
  9. No legal proceedings (including any counterclaim) may be brought against us unless they are issued and served within nine months of the event giving rise to the claim.
  1. Insurance
  1. The Goods are stored and dispatched by us at your entire risk and we accept no liability for any loss or damage to the Goods however such damage may be caused.
  2. We recommend that you arrange suitable insurance cover for the Goods.
  3. Until we have been notified by you that insurance cover has commenced, you should ensure that you have made your own insurance arrangements.
  4. We will not be liable to make any payment to you to the extent that, in the event of a claim, the full value of the Goods cannot be recovered by you for any reason.

 

  1. Termination
  1. A Contract shall, subject to earlier termination in accordance with this clause 15, be for the agreed minimum period and subject to both parties’ agreement may be extended as appropriate.
  2. We may terminate a Contract with immediate effect at any time by notice in writing to you if:
    1. you fail to pay any amount due under a Contract on or before the due date;
    2. you are in material or persistent breach of any provisions of a Contract or these Terms and the breach, if capable of remedy, has not been remedied within 10 Business Days after receipt by you of notice requiring the breach to be remedied;
    3. you stop, or threaten to stop, paying your debts;
    4. you are unable to pay your debts as they fall due, or are deemed to be unable to pay your debts within the meaning of the Insolvency Act 1986;
    5. you negotiate with any creditors to reschedule your debts, or you enter into any arrangement or compromise with your creditors concerning your debts;
    6. a petition is filed, a notice is given, a resolution is passed or an order is made for your winding-up (other than as part of a solvent amalgamation), or for your bankruptcy;
    7. one or more of your creditors or charges of any kind becomes entitled to appoint an administrative receiver or takes possession of any of your assets, or any other legal action is taken against your assets;
    8. a court application or order is made for the appointment of an administrator over You and your affairs; or
    9. you stop carrying on business, or threaten to do so.
  3. Either party may give not less than three months’ notice that they wish to terminate a Contract at the end of which period the obligation of us to supply the Services and Deliverables will cease.
  4. On termination of a Contract for any reason:
    1. you will immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services and Deliverables supplied but for which no invoice has been submitted, we may submit an invoice, which will be payable immediately on receipt;
    2. you will procure that any Goods being stored by us at the date of termination are removed from our premises at your cost. If you fail to remove them within seven days we may dispose of them in such manner as we see fit at our absolute discretion and at your cost;
    3. the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, will not be affected.
  5. If a Contract is terminated, all the rights and obligations of the parties will cease immediately, except for those provisions expressly stated to survive termination of a Contract. Termination of a Contract will not affect any rights or liabilities arising prior to termination.
  1. Force majeure

We will have no liability to you under a Contract if we are prevented from or delayed in performing our obligations under a Contract or from carrying on our business by acts, events, omissions or accidents beyond our reasonable control, including without limitation strikes, lock-outs or other industrial disputes, 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, fire, flood, storm or default of suppliers or subcontractors.

 

  1. General
  1. No variation of a Contract will be valid unless it is in writing and signed by or on behalf of each of the parties.
  2. A waiver of any right under a Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
  3. If any provision of a Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.
  4. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.
  5. Each of the parties acknowledges and agrees that, in entering into a Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these terms and conditions or not) relating to the subject matter of a Contract, other than as expressly set out in a Contract.
  6. You will not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under a Contract.
  7. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under a Contract.
  8. Each Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.
  9. Each Contract and any dispute or claim arising out of or in connection with it or its subject matter, will be governed by, and construed in accordance with, the law of England and Wales.
  10. The parties irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with each Contract or its subject matter.

– END OF TERMS –