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1. ACKNOWLEDGEMENT AND ACCEPTANCE OF TERMS OF SERVICE
NetDespatch (The Service) is owned and operated by NetDespatch Ltd. (NetDespatch) is provided to you (the User) under the NetDespatch Terms and Conditions (NTC) and any operating rules or policies that may be subsequently published by NetDespatch. “The User” and “you” means any person (including a company, LLP or other entity) making use of any of the facilities on the NetDespatch web site.
The NTC comprises the entire agreement between the User and NetDespatch, and supersedes all prior agreements between the parties, regarding the subject matter contained herein.
BY USING THE FACILITIES PROVIDED BY THE NetDespatch SITE, YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THE NTC.
2. DESCRIPTION OF SERVICE
NetDespatch is an independent Web Service Provider which provides Users with the capability to process Job Bookings and Quotations for parcel carriers, via the World Wide Web, on NetDespatch's own system platforms.
A User may enter Job Bookings and Quotations, at convenient locations and hours, send electronic mail (email) via the World Wide Web to their customers' email addresses, and obtain and view current status of all transactions and records pertaining to Jobs Booked and Quotations requested using the Service.
The User must provide a) all equipment and software, including a computer, NetDespatch approved browser and internet connection and pay any associated telecommunications service fees.
The User agrees to a) provide certain current, complete, and accurate information as prompted to do so by the Service, and b) maintain and update this information as required to keep it current, complete and accurate.
The User grants NetDespatch the right to disclose to third parties certain aggregate information. However, such disclosures will exclude the User's name, mailing address, email address, account and phone number, unless: (1) The User expressly directs NetDespatch, or any other person the User may specifically designate to disclose such information or (2) NetDespatch is required to disclose such information by any applicable law or legal process served.
Job Bookings are accepted subject to the Despatch company's Terms and Service Conditions. Confirmation of acceptance or rejection will be transmitted to your designated email address. NetDespatch cannot be held responsible for any service failures on behalf of the Despatch company or any other third party.
3. MODIFICATIONS TO TERMS OF SERVICE
NetDespatch may change the terms and conditions of the NTC from time to time. Upon any change in the terms and conditions of the NTC, NetDespatch will notify you by either posting the changes as a start-up screen prior to your subsequent use of the Service or by e-mail to your registered e-mail address. A User's continued use of the Service constitutes an affirmative: (1) acknowledgement by Customers of the NTC and its modifications; and (2) agreement by User to abide and be bound by the NTC and its modifications. If you do not agree to be bound by the changes you must discontinue use of the Service and notify your Despatch company or Reseller, as appropriate.
4. MODIFICATIONS TO SERVICE
NetDespatch reserves the right to modify, suspend or discontinue any aspect of the Service, at any time; including the availability of any feature, database, or content, with or without notice to the User. NetDespatch may also impose limits on certain features and services or restrict User access to parts or all of the Service without notice or liability. NetDespatch shall not be liable to a User or any third party should NetDespatch exercise its right to modify, suspend, limit or discontinue the Service.
5. NOTICE
All notices to any party shall be in writing and shall be made either via email or conventional mail. NetDespatch may broadcast notices or messages through the Service to inform Customers of changes to the NTC, the Service, or other matters of importance; such broadcasts shall constitute notice to User.
6. PRIVACY POLICY
It is NetDespatch's policy to respect the privacy of its Customers and their Clients. Therefore, in addition to the privacy of registration data as discussed in Section 2 above, NetDespatch will not monitor, edit, or disclose the contents of a User's transactions, address book contents or private communications unless required to do so by law or in the good faith belief that such action is necessary to: (1) comply with the law; or (2) protect and defend the rights or property of NetDespatch; or (3) protect the personal safety of its Customers or the public.
The User acknowledges and agrees that NetDespatch neither verifies nor endorses the contents of any parcel, the behaviour of a driver or passenger, or the contents of any electronic communication, nor assumes responsibility for any threatening, libellous, obscene, harassing, or offensive material contained therein, or any infringement of third party intellectual property rights arising therefrom, or any crime facilitated thereby.
The User acknowledges and agrees that certain technical processing of booking information, address book contents and email messages and their content may be required to: (1) send and receive job bookings; (2) conform to connecting networks' technical requirements; (3) conform to the limitations of the Service; or (4) conform to other similar requirements. NetDespatch is not a data controller in relation to any data entered onto the Service, but processes data as a data processor in respect of such data on behalf of its Customers.
7. USER ID, PASSWORD, AND SECURITY
Once you become a User of the Service, you will receive a User ID and password. This is solely for your own use. You will not allow a third-party to use this User ID or password, and will not disclose it for that purpose. You are entirely responsible if you do not maintain the confidentiality of your User ID and password. Furthermore, you are entirely responsible for any and all activities occurring under your User ID. You may change your password or registration information at any time by following instructions.
The User agrees to immediately notify NetDespatch of any unauthorised use of the User's account or any other breach of security known to the User. You agree that evidence of use of the User ID or password may be produced by us to support or defend any dispute or actionable cause or matter which arises in relation to the use thereof.
8. USER CONDUCT
The User is solely responsible for the contents of his or her bookings and transmissions through the Service. The User's use of the Service is subject to all applicable local, state, national and international laws and regulations. The User agrees: (1) not to use the Service for unlawful purposes or any purpose which infringes the rights of any third party; (2) not to interfere or disrupt networks connected to the Service; (3) to comply with all regulations, policies and procedures of networks connected to the Service; and (4) not to access or attempt to access the Service other than through in accordance with directions issued by NetDespatch from time to time, and by use of the User ID and password. Any access or attempted access outside the terms of this Agreement constitutes computer misuse and may be a criminal offence under the Computer Misuse Act or similar statutes.
The User agrees not to book, ship or transmit through the Service any unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. The User further agrees not to ship or transmit any material that encourages conduct that could constitute a criminal offence, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation.
The User shall not interfere with another User's use and enjoyment of the Service or another entity's use and enjoyment of similar services.
NetDespatch may, at its sole discretion, immediately terminate Service should a User's conduct fail to conform to the NTC or if NetDespatch reasonably believes that it does so. Further, NetDespatch may terminate the Service in respect of any User if requested to do so by a Customer without liability. NetDespatch reserves the right but does not assume the obligation to inspect the content and material in the User's files and data submitted by the User under this Agreement to ascertain compliance with the Agreement or any applicable law.
9. TERMINATION
Either the User or NetDespatch may terminate the Service with or without cause at any time and effective immediately. Termination must be advised by a written notice to the other party. NetDespatch shall not be liable to the User or any third party for termination of Service.
Should the User object to any terms and conditions of the NTC or any subsequent modifications thereto or become dissatisfied with the Service in any way, the User's only recourse is to immediately: (1) discontinue use of the Service; (2) terminate Service membership; and (3) notify NetDespatch of termination.
Upon termination of the Service, the User's right to use the Service [and any associated software] immediately ceases. The User shall have no right and NetDespatch will have no obligation thereafter to make available any bookings, records or account information to User or any third party.
10. DISCLAIMER
THE USER EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT USER'S SOLE RISK. TO THE FULLEST EXTENT PERMITTED AT LAW, NetDespatch IS PROVIDING THIS SITE AND ITS CONTENTS ON AN AS IS AND AS AVAILABLE BASIS. NetDespatch MAKES NO (AND EXPRESSLY DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THIS SITE OR ITS CONTENTS INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
NetDespatch MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. NetDespatch MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.
SHOULD, OWING TO THE FAILURE OF THE SERVICE ARISING FROM NetDespatch's DEFAULT (BUT EXPRESSLY DISCLAIMING THE DAFAULT OF ANY THIRD PARTY SUPPLIER) [THE DELIVERY OF ANY CONSIGNMENT FAIL], THEN NetDespatch's TOTAL AGGREGATE LIABILITY IN RESPECT OF THE [FAILURE OF SUCH CONSIGNMENT] BE LIMITED TO [£5]. SAVE FOR LIABILITY FOR DEATH AND/OR PERSONAL INJURY ARISING FROM THE NEGLIGENCE OF NetDespatch, OR FOR FRAUD, IN EACH SUCH CASE NetDespatch's LIABILITY SHALL BE UNLIMITED, THIS REMEDY SHALL BE THE SOLE REMEDY OF ANY USER TO NetDespatch UNDER THESE NTCs.
THE USER UNDERSTANDS AND AGREES THAT ANY DATA OBTAINED THROUGH THE USE OF THE SERVICE IS OBTAINED AT USER'S OWN DISCRETION AND RISK AND THAT THE USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM THE USE OF SUCH DATA. NetDespatch MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE USER FROM NetDespatch OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
EXCEPT AS SPECIFICALLY STATED ON THIS SITE, TO THE FULLEST EXTENT PERMITTED AT LAW, NEITHER NetDespatch NOR ANY OF ITS AFFILIATES, DIRECTORS, EMPLOYEES OR OTHER REPRESENTATIVES WILL BE LIABLE FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING (WITHOUT LIMITATION) COMPENSATORY, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES. FOR THE AVOIDANCE OF DOUBT, NetDespatch DOES NOT LIMIT ITS LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT ONLY THAT IT ARISES AS A RESULT OF THE NEGLIGENCE OF NetDespatch, OR FOR WHICH IT IS LEGALLY RESPONSIBLE, OR FOR FRAUD.
NOTWITHSTANDING ANY OTHER PROVISION OF THE NTC, NetDespatch SHALL NOT BE LIABLE FOR ANY LOSS, CLAIM, DAMAGE OR EXPENSE TO THE EXTENT THAT IT ARISES FROM ANY OCCURENCE BEYOND NetDespatch's REASONABLE CONTROL, INCLUDING (BUT NOT LIMITED TO) FAILURE OF SUPPLIERS, SUB-CONTRACTORS, COMMUNICATIONS PROVIDERS,
CUSTOMERS ONLY (In addition to the foregoing terms and conditions)
BY AGREEING TO ACT AS A CUSTOMER (BY RECEIVING A JOB BOOKING OR QUOTATION REQUEST BY THE SERVICE), YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET OUT BELOW. IN THE EVENT OF ANY CONFLICT OF TERMS BETWEEN THE TERMS SET OUT BELOW AND THE GENERAL TERMS AND CONDITIONS, THE TERMS SET OUT BELOW SHALL PREVAIL.
References to “you” in this section shall be construed as references to “the Customer”
1. LINKS ON YOUR SITE
NetDespatch grant you a revocable, non-exclusive, world-wide, royalty-free licence for the duration of the term of this Agreement, solely for purposes of facilitating booking and tracking jobs, and making referrals from your site to our site, to establish and maintain a general link to the NetDespatch Login Page. You may provide a general link on your site to our home page in a format to be previously approved in writing by us.
NetDespatch will provide you with guidelines and graphical artwork to use in linking to these NetDespatch pages. No other means of linking to the NetDespatch site may be used.
Except for the this licence, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the special links, link formats, technical specifications or guidelines or graphical artwork referenced above, or with respect to the NetDespatch.co.uk, NetDespatch.com or Despatch.Net domain names.
2. ORDER PROCESSING
NetDespatch will process Job Bookings and related requests placed by Customers who may follow special links from your site to the NetDespatch site. NetDespatch reserves the right to reject orders that do not comply with any requirements that it may establish from time to time. NetDespatch will be responsible for all aspects of order processing and tracking of jobs booked on its site and will track jobs booked by Customers using special links from your site to the NetDespatch site. Further, NetDespatch will make available reports summarising this sales activity, the form, content and frequency which may vary from time to time at its discretion.
3. FEES
Customers will order jobs in advance (minimum 1000), directly from NetDespatch at the agreed rate. An Invoice will be raised online and immediately sent electronically by email to the Customer's email address. On receipt of payment to NetDespatch the Customer's job balance will be updated.
4. IDENTIFYING YOURSELF AS A CUSTOMER
NetDespatch will make available to you a small graphic image that identifies your site as a NetDespatch Customer. You may display this logo or the phrase “In association with NetDespatch Ltd” somewhere on your site. NetDespatch may modify the graphic image from time to time. In addition, NetDespatch encourages (but does not require) you to include a link to the NetDespatch Home Page at www.NetDespatch.co.uk.
5. LIMITED LICENCE
NetDespatch grants you a nonexclusive, revocable right to use the icon described at 4 above and such other images for which it may grant express permission to use, solely for the purpose of identifying your site as a NetDespatch Customer. You may not modify the icon or any other images in any way. NetDespatch reserves all of its rights in the icon and any other images, including its trade marks, copyright and all other intellectual property rights. NetDespatch may revoke your licence at any time by giving you written notice.
6. TERM OF THE AGREEMENT
The term of this Agreement will begin upon allocation of your User ID and will end when terminated by either party. No refund will be made in respect to any outstanding balance. Either you or NetDespatch may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon termination of this Agreement, you must promptly return to NetDespatch, or at our request destroy, any and all of its information and/or materials in your possession and, subject to receiving written consent to the contrary from NetDespatch, remove all hypertext links to the NetDespatch site from your site. In addition you will remove the NetDespatch icon and any reference to NetDespatch on your website.
7. RELATIONSHIP OF PARTIES
You and NetDespatch are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties or our respective affiliates. You will have no authority to make or accept any offers or representations, guarantees or warranties on behalf of NetDespatch, or its affiliates', including with respect to NetDespatch or its affiliates products or services. You will not make any statement or representation, whether on your site or otherwise, that you are connected or affiliated with NetDespatch or the NetDespatch site, other than for the purpose of referring Users to our site as contemplated under this Agreement, or that otherwise reasonably would contradict anything in this Section.
8. LIMITATION OF LIABILITY
NEITHER NetDespatch NOR ANY OF ITS AFFILIATES WILL BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (OR ANY LOSS OF REVENUE, PROFITS OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF NetDespatch OR ANY OF ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NetDespatch DOES NOT LIMIT ITS LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT ONLY THAT IT ARISES AS A RESULT OF THE NEGLIGENCE OF NetDespatch, OR FOR WHICH IT IS LEGALLY RESPONSIBLE, OR FOR FRAUD.
9. DISCLAIMERS
NetDespatch makes no warranty that the Service will meet your requirements (including, without limitation, warranties of fitness, merchantability, non-infringement or any implied warranties arising out of a course of performance, dealing, or trade usuage), or that the Service will be uninterrupted, timely, secure, or error free. NetDespatch makes no warranty as to the results that may be obtained from the use of the Service or as to the accuracy or reliability of any information obtained through the Service or that defects in the software will be corrected.
10. INDEPENDENT INVESTIGATION
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT NetDespatch OR ANY OF ITS AFFILIATES MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT RESELLERS OR CUSTOMERS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF USING THE SERVICE AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.