Please read these terms and conditions carefully before accessing or using our online proof of delivery service. By accessing or using the proof of delivery service, you form a contract with us (the "Agreement") and you agree to be bound by all of these terms and conditions, which are intended to be fully effective and binding upon us and you upon entering this contract for the provision of our online services.

This online Proof of Delivery System is provided by ePoD-UK Limited (registered number 4101284), whose registered office is at The Box Office, Box Lane Box, Minchinhampton, Gloucestershire GL6 9HA (referred to in these Conditions as "we" or "us").

1. Definitions

In these Conditions:

"Access Code" means the username and password issued by us from time to time to you to enable you to access the System;

"Charges" means the charges for the Services, as set out in our previous correspondence;

"Intellectual Property Rights" includes the following (wherever and when ever arising and for the full term of each right): any patent, trade mark, trade name, service mark, service name, design, design rights, copyright, database right, topography rights, moral rights, know how, trade secret and other confidential information, rights in the nature of any of the above items in any country, rights in the nature of unfair competition rights and rights to sue for passing off or other similar intellectual or commercial right (in each case whether or not registered or registrable) and registrations of and applications to register any of these rights;

"Proof of Delivery Data" means all delivery documentation and information presented by the System;

"Proof of Delivery System" or "System" means the internet-based system an electronic central repository for the processing of Proof of Delivery Data;

"Services" means the internet-based proof of delivery information services available on this website; and

"Value Added Tax" means value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar fiscal nature, whether imposed in the United Kingdom or elsewhere.

2. Our Obligations

1. We shall, subject to condition 2.2, endeavour to provide the Services 24 hours a day, 7 days a week.
2. We shall periodically test the System to ensure that it is fully operational and shall take all other reasonable action to keep it in good working order. We shall use all reasonable endeavours to minimise any disruption if any maintenance action is taken by us or our chosen service provider.
3. We retains the right to temporarily or permanently suspend the provision of the Services if:

1. you breach any of the terms of these Conditions or any other agreement you may have with us, until the remedy of such breach; or
2. in our absolute discretion we consider that the provision of any Service may incur a legal liability for you, any other user of the Service or us.

3. Your Obligations

1. You shall:

1. promptly implement any emergency or other procedures requested by us for the safeguarding of Proof of Delivery Data or the integrity of the System;
2. give reasonable assistance to us as may be required from time to time for the prevention and detection of fraud and to facilitate the successful processing of Proof of Delivery Data in respect of the Service; and
3. advise us of any act, omission or error with regard to your use of the Service which may give rise to loss or damage to us or any other user of the System or may effect adversely the integrity of the System.

2. You shall not:

1. subject to the terms of these Conditions, download, sell, distribute or otherwise disclose Proof of Delivery Data obtained from the System to any third party;
2. supply, post or otherwise enter into the System any information that:

1. is defamatory, libellous, grossly offensive, obscene or menacing in character;
2. you, your employees, agents or sub-contractors know or ought reasonably to have known is false, or which causes or will cause annoyance, inconvenience or needless anxiety to any third party;
3. contains unsolicited or unauthorised advertising or promotional messages or material; or
4. infringes any third party’s Intellectual Property Rights.

4. Your Access Code

1. If you do not already have one we shall issue you with an Access Code as soon as possible after your acceptance of these Conditions. The Access Code shall consist of a username and password, to enable you to access the System.
2. You agree to keep the Access Code confidential and shall not disclose it to any other person, except where disclosure is required by law, by a court of competent jurisdiction or by another appropriate regulatory authority or body.
3. Where disclosure is required, or where disclosure occurs inadvertently or is suspected by you to have occurred, you shall immediately notify us, giving full details of the circumstances of the disclosure. Where the Access Code has been compromised, we shall endeavour to restrict further access to the System using the Access Code as soon as possible and issue you with a new Access Code.
4. We shall not be liable to you for any loss or damage that results from your failure to safeguard the Access Code. You shall indemnify us against any losses, costs, expenses or damages suffered, sustained or incurred by us or any third party as a result of any claim arising out of the misuse or unauthorised disclosure of the Access Code.

5. Intellectual Property Rights

1. We shall indemnify you against any losses, costs, expenses or damages reasonably suffered, sustained or incurred by you as a result of any claim that the use of the System infringes the Intellectual Property Rights of any third party. None of the exclusions of liability in these Conditions shall apply to the indemnity at this condition 5.1.
2. If any claim is made against you that the use of the System infringes the Intellectual Property Rights of any third party you shall notify us of the claim as soon as reasonably possible after you receive notice of the claim.
3. We shall at our option have the conduct of the claim provided that we promptly take all reasonable steps to defend or settle the claim and you provide all assistance reasonably requested by us in connection with the claim.

6. Your Warranties

You represent, warrant and covenant that:

1. any Data you supply, post or otherwise enter into the System shall be accurate, complete and valid;
2. no viruses, logic bombs or Trojan horses will be introduced into the System by the connection of any of your equipment to the System;
3. any of your equipment used in connection with the Services complies fully with all applicable laws affecting it;
4. you maintain a notification as a data controller pursuant to the Data Protection Act 1998 for the processing of personal data of your customers for the purposes of the Services, and have the consent of the data subjects for such processing.

7. Our Warranties

1. We warrant that the provision of Services shall be:

1. in accordance with the description of the Services on this website; and
2. carried out with reasonable care and skill.

2. Subject to these Conditions, you agree and acknowledge that no condition, warranty or representation has been or will be given by or on our behalf in respect of the Services or these Conditions. You confirm that you have not relied on any condition, warranty or representation by or on our behalf, whether express or implied, arising in law or otherwise, in relation to the provision of Services. In particular, you have not relied on any conditions, warranties or representations as to:

1. satisfactory quality or fitness for purpose of any goods supplied; or
2. the accuracy, validity, integrity or completeness of Proof of Delivery Data (which you acknowledge is provided by us as a mere conduit as a communications service only);
3. the System being free of all viruses, logic bombs or Trojan horses.

You hereby irrevocably and unconditionally waive any benefit of any such condition, warranty or representation.

3. To the extent permissible under the applicable law, you hereby waive any rights you may have in tort in respect of any matters referred to in this condition 7. You irrevocably agree that we shall have no greater liability in tort in respect of any such matter than we would have in contract after taking account of any exclusions and limitations in these Conditions.

8. Charges

1. We shall invoice and debit you with the following items, which shall become payable on demand.

1. the Charges;
2. Value Added Tax payable with respect to the Services and the Charges on the date of the debit; and
3. any other sums due or payable to us from you in accordance with these Conditions.

2. We may vary the Charges at any time after the expiry of the Initial Terms on at least three month’s written notice to you.
3. For the purposes of condition 8.1, payment shall be made annually against our invoice.

9. Your Bank Account

1. You shall nominate and maintain an account acceptable to us and all payments made under these Conditions shall be made as credits or debits to this account.
2. If you change your nominated account you shall notify us immediately and shall authorise your bank to accept debits to your new nominated account in accordance with these Conditions.

10. Liability

1. Any liability we may have in relation to inaccurate or incorrect data not excluded elsewhere in these Conditions is hereby excluded.
2. We shall not in any circumstances be liable, whether in contract tort or otherwise, for any indirect or consequential loss or damage, however arising and of whatever nature, suffered or incurred by you or any third party or for any loss of profits, loss of contracts, loss of data, loss of operation time or loss of use of any equipment or process suffered either directly or indirectly by you or any third party, or any loss of anticipated earnings or savings.
3. Where we are held liable for any costs or losses under these Conditions then our liability shall be limited to the total Charges paid by you at the date the liability arose.
4. Nothing in these Conditions shall limit the liability of either party for death or personal injury arising from the negligence of that party or its employees, agents or sub-contractors.

11. Term

Unless terminated earlier pursuant to condition 12, these Conditions has an initial term of 12 months from the Effective Date (the "Initial Term"), which shall be renewed automatically for further periods of 12 months, unless either party gives written notice to the other party not later than 3 months before the end of the Initial Term or any subsequent term to terminate these Conditions at the end of that current term.

12. Termination

1. The Agreement may be terminated immediately us on giving notice in writing to you if:

1. you commit any material breach of these Conditions, which, in our opinion, is capable of remedy and is not remedied within 7 days of our notifying you of such default; or
2. any representation or warranty made by you pursuant to these Conditions is or proves to have been incorrect in any material respect; or
3. you become or are deemed to be insolvent or unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 as they fall due; or
4. you take any action or any legal proceedings are started or other steps taken for (or for the consideration of):

1. your being adjudicated or found bankrupt or insolvent;
2. your winding-up or dissolution; or
3. the appointment of a liquidator, trustee, receiver, administrator or similar officer over the whole or any part of your undertaking, assets, rights or revenues; or

5. you suspend or cease or threaten to suspend or cease to carry on your business.

2. Termination of these Conditions shall be without prejudice to our rights accrued prior to the date of such termination.

13. Miscellaneous

1. Save as otherwise expressly provided in these Conditions, every notice, request, demand or other communication under these Conditions shall be in writing delivered personally or by first class prepaid letter or by facsimile or by email and shall be deemed to have been received:

1. in the case of a facsimile or email, at the time of dispatch (provided that, if the time of dispatch is not within normal business hours on a working day it shall be deemed to have been received at the opening of business on the next such working day); and
2. in the case of a letter, when delivered personally or 3 days after it has been put into the post.

2. No forbearance, delay or indulgence by us in enforcing the provisions of these Conditions shall prejudice or restrict our rights nor shall any waiver of our rights operate as a waiver of any subsequent breach. No right, power or remedy conferred upon or reserved for us by these Conditions is exclusive of any other right, power or remedy available to us and each such right, power or remedy shall be cumulative.
3. Notwithstanding that the whole or any part of any provision of these Conditions may prove to be illegal or unenforceable the other provisions of these Conditions and the remainder of the provision in question shall remain in full force and effect.
4. Notwithstanding anything else to the contrary, we shall not be under any liability under these Conditions if and to the extent that we are prevented from performing any of our obligations under these Conditions because of unforeseeable circumstances beyond our reasonable control ("Force Majeure"). For the avoidance of doubt, Force Majeure shall include, without limitation, acts of God or industrial action.
5. In these Conditions, unless the context otherwise requires or is otherwise specified:

1. reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted;
2. words importing the singular include the plural, words importing any gender include every gender and words importing persons include bodies corporate and unincorporate; and (in each case) vice versa;
3. the headings to the conditions are for ease of reference only and shall not affect the interpretation or construction of these Conditions.

6. No third party shall have a right to enforce the provisions of these Conditions pursuant to the Contracts (Rights of Third Parties) Act 1999.
7. These Conditions shall be governed by and construed in accordance with the laws of England and any dispute which may arise between you and us concerning these Conditions shall be determined by the High Court of Justice in England and you and we hereby submit to the exclusive jurisdiction of that court for such purpose.