The contractual terms below are the standard terms between a Courier and Locovan Ltd.
LOCOVAN – PLATFORM SERVICES TERMS FOR COURIERS
a. Welcome to Locovan!
c. These Platform Services Terms, which apply to your use of the Platform Services by means of the Locovan driver mobile application (“App”), and the Courier Terms http://www.locovan.com/courier-terms which apply to the contract for Courier Services entered into between you and the Customer who books your services by means of the Customer App (as defined below).
d. Please note that all customer bookings made through the Locovan service will become subject to a 20% commission from the 30th April 2019 onwards.
1. Status of these Platform Service Terms
a. The following terms have been agreed by You and Us as the terms applicable to Your use of the Locovan service for promoting, booking, payment processing, in respect of courier, goods transport and delivery services sold by You to users of our service in the United Kingdom. These terms and conditions are referred to in this document as the "Platform Services Terms". The Platform Services Terms form the basis on which our business with each other is conducted.
b. If applicable laws or regulations require it, or the functions or features of the App change, we may need to change these Platform Services Terms, or the App or our website’s functions or features from time to time. You should review the Platform Services Terms on the App and on our website at [http://www.locovan.com/locovan-courier-platform-terms] regularly. Your continued use of Locovan following the posting of such changes will constitute Your agreement to all such changes. If at any time You do not agree with these Platform Services Terms, or You do not agree with any modified Platform Services Terms, then You must immediately stop using the App.
c. Your attention is drawn particularly to the following:
i. Section 10.e (which requires You to compensate us for our loss if You breach these Platform Services Terms); and
ii. section 16 of these Platform Services Terms (which sets out important limitations of our liability to You).
d. Locovan is a service provided to persons over 18, companies and partnerships, established or resident in the United Kingdom. If You do not fall into that category, You are not permitted to use the App.
e. Our role is that of Your service provider in respect of promotion, booking, and payment processing for Your Courier and related services. We are neither the buyer nor the seller of Your courier, transportation or delivery services. You are the seller of those services. The end-user customer is the buyer of Your services. The contract for supply of the courier, transportation or delivery services is solely between You and the customer, and is subject to the Courier Terms set out at the end of this document.
. "Profile": details of Your business and Courier Services to be provided by You, with descriptions and any terms applicable to the Courier Services in addition to the Courier Terms, specified and posted by You to the App.
a. “Courier Services” means Your courier, transportation or delivery services, promoted to potential Customers by us by means of the Customer App.
b. “Customer App” means the Locovan-branded mobile application used by Customers to place Orders for Courier Services;
c. “Customer” means any person purchasing a Courier Services from You by means of the Customer App.
d. “Intellectual Property Rights” means copyright, rights in inventions, rights in confidential information, know-how, trade secrets, trade marks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, domain names, rights in computer software and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing.
e. “Net Revenue” means all sums charged by You to a Customer in respect of an Order, less any applicable VAT.
f. “Order” means an order for Courier Services placed by a Customer by means of the Customer App.
g. “Platform Fees” means, except during any period of suspension referred to in clause 12.g (during which Platform Fees shall be zero), the charge of 20% of Net Revenue payable by You to us in respect of each Order, plus any applicable VAT.
h. “we”, “us” or “our” means Locovan Ltd.
i. “Writing” includes email and notifications made by means of the App.
j. “You” means the person, company or partnership identified as a Courier or a “Driver” when registering on the App.
3. Provider Account.
. Before You can accept Orders You will need to set up an account on the App ("Provider Account").
a. You are responsible for maintaining the confidentiality of the App password, and are responsible for all activities that occur under the account. You agree to immediately notify Locovan of any unauthorised use of Your password or Provider Account or any other breach of security related to the App.
b. We are not and will not be liable for any loss or damage arising from Your failure to manage the App, including without limitation to regularly review the accuracy of Your Profiles.
c. We do not guarantee that the App will be maintained for any minimum period of time, and may terminate, remove or disable it (or any Profile) at any time without notice for any reason.
d. You represent that You have full power, capacity and authority to lawfully enter into these Platform Services Terms, provide the Profile and provide Courier Services.
e. You must not at any time use the App, the App for the purposes of:
. attempting to test or circumvent the security or configuration of the App or to breach our security or authentication measures;
i. submitting any purposely inaccurate information, committing fraud or falsifying information;
ii. attempting to, or actually accessing data not intended for You, such as logging into a server or an account which You are not authorised to access;
iii. interfering with the proper functioning of the App or any part of them;
iv. reselling or repurposing Your access to the App or any Courier Services;
v. using in relation to the App any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission; or
vi. not adhering to any robot exclusion headers on the App.
f. You are solely responsible for ensuring that the Courier Services are fit for promotion on the App. You promise and undertake to us that:
. You have the necessary consents, licences, authorisation and clearance to provide the Courier Service;
i. the promotion of the Courier Services by Us in accordance with these Platform Services Terms is lawful and does not infringe any applicable Intellectual Property Rights; and
ii. there are no restrictions on the use by Customers of any Courier Services other than those specified in the relevant Profile.
4. Promotion of Courier Services.
. In consideration of payment by You of the Platform Fees and You performing all Your other obligations to us and subject to the terms and conditions of these Platform Services Terms, Locovan shall provide You with (i) the means to create an account and submit a Profile to us; (ii) promotion by means of the Customer App of Courier Services; (iii) payment processing services in respect of the price of the Courier Services.
a. You must submit a Profile through the App, unless we agree with You in writing a specific alternative arrangement. Your Profile must include the name and address of Your business (including company name and number and VAT number, if applicable) and all information required by law for you to disclose to Customers prior to entering intio a Booking with them.
b. You acknowledge that You (not Locovan) are the exclusive seller of the Courier Services.
c. You are responsible for ensuring that your Profile (especially any usage restrictions on the Courier Service) are in all respects accurate, complete, correct and not misleading. The Profile is Your responsibility; although we can accept and reject proposed Profiles at our absolute discretion, we will not make any changes to any Profile submitted by You.
d. We are not obliged to accept any Profile.
e. You are responsible to us and Customers for any reliance placed on the Profile.
f. You may not include in any Profile: (a) any items in respect of which the publishing or making available is prohibited by any applicable laws or regulatory requirements; (b) any item that infringes the Intellectual Property Rights or other rights of any person; (c) any material that is offensive, intimidatory, defamatory, obscene, blasphemous, profane or otherwise objectionable.
g. If we accept Your Profile, we may promote the Courier Services using the App (and, at our absolute discretion, our social media accounts on services such as Twitter and Facebook).
h. In respect of payment collection from Customers for all Courier Services, You authorise Us to act as Your agent.
i. We may refuse to make available on, or remove from, the App any Profile at any time in our absolute discretion.
j. All prices for Courier Services specified in the Order will be inclusive of any applicable VAT, sales tax or any other applicable taxes charged by You.
. The contract between you and the Customer is made when You and a Customer have agreed a price you have specified for provision of a Courier Services in respect of an Order, and any terms proposed by you in addition to the Courier Terms.
a. The contract between you and the Customer is subject to the http://www.locovan.com/courier-terms and any additional terms you may agree with the Customer by means of the App.
b. We receive payments from Customers in respect of Orders as your agent and the Customer's debt to you in respect of the Courier Services shall be discharged when the payment is received by us.
c. You acknowledge that a Customer may cancel an Order at any time up to 24 hours prior to the time that pick-up is scheduled under the Order.
6. Additional Conditions applicable to Courier Services
a. You are responsible for setting out in Your Profile any additional terms and conditions that will apply to Orders in addition to the Courier Terms, and the and any information necessary to comply with applicable law relating to distance selling contract (including the Consumer Contracts (Information, Cancellation and Additional Charges) 2013). You are responsible for setting out in your Profile any additional terms and conditions which will apply to Orders, provided that they are compliant with these Platform Services Terms. It is particularly drawn to your attention that Customers.
b. You agree to provide Courier Services to Customers at the price and time listed in the Order.
c. You agree not to circumvent our payment system including, for example, by asking Customers to make payments directly to you for Courier Services offered through the App, or any related services or materials.
7. Customer Service
a. You must provide to Customers the Courier Services using reasonable skill and care and in accordance with our Code of Practice.
b. You shall be directly responsible to the Customer for any failure to fulfil the Order or for any other legal liability which arises in respect of the Courier Service.
c. We will shall notify to You any Customer complaints we receive, and You shall acknowledge all complaints, and shall respond to the relevant Customer promptly of Your receipt of a complaint from either Customer or us.
8. LICENCES GRANTED BY YOU TO LOCOVAN
. You hereby grant Locovan a non-exclusive, royalty-free, fully paid, worldwide, transferable, irrevocable, perpetual and sub-licensable licence to use, copy, distribute, display, make available any content or materials comprised in Your Profile, for our fulfilment of our rights and obligations under these Platform Services Terms, and for promotion of the App.
a. You permit Locovan to bid on internet search keyword terms (including Google Adwords) and make use of search engine optimisation services and similar services that embody, incorporate or quote (in whole or part) the trading name of You or any brands used in connection with the Courier Services.
9. Intellectual Property Rights in the App
a. You acknowledge that Locovan (or its licensors) is the owner of all Intellectual Property Rights (including database right) in the App. The word ‘Locovan’ and the Locovan logo are trade marks of Locovan Ltd. You may not make use of either of them without our written consent.
b. Locovan grants You a limited non-transferrable licence to make use only for your own business, of the App in accordance with these Platform Services Terms. This licence expressly excludes, without limitation: commercial use (except for the purposes of your own Courier business) or any resale of Service or the promotion and payment collection services we provide; modifying, distributing, copying, republishing or making any derivative work of the App; or any data extraction or data mining whatsoever.
10. Your Promises to Locovan
. You shall ensure that all Courier Services are provided with reasonable skill and care and in accordance with all applicable laws and regulations.
a. You shall provide us with any information we reasonably require to be provided with in order to supply the promotion, booking, payment collection services which comprise the App.
b. You promise that all Your Profile supply to us will be accurate in all material respects, comply will all applicable laws and regulations, and shall not infringe any other person’s rights or fall below generally-accepted community standards of taste and decency.
c. You will maintain all necessary licences, permits, authorisations, qualifications and certifications required for You to lawfully provide the Courier Services to Customers by means of the App.
d. You will indemnify and hold us harmless (and our officers, directors, agents, subsidiaries and employees) for any losses or costs, including reasonable legal fees, we incur arising out of any breach by You of these Platform Services Terms, Your improper use of the App or Your breach of any law or the rights of a third party.
e. This clause 10 shall survive the termination of these Platform Services Terms.
a. Throughout the term of Your use of the App and for a period of 3 years following its termination, You shall effect and maintain in force with a reputable insurance company the following insurance policies:
i. a vehicle insurance policy providing cover on a comprehensive basis in respect of injury to other people or damage to their vehicles or property (including damage to Customer’s goods carried under a Booking), and public liability insurance policy, in each case with a limit of not less than [£500,000] or any one occurrence or claim in respect of public and products liability;
b. Within 2 days of a written request from us, You must provide confirmation of insurance in the form of a certificate issued from Your broker / insurer.
12. Platform Fees and Payment
a. You are responsible to us for payment of the Platform Fees.
b. Settlement by You of the Platform Fees due to us will be made by way of retention by us of the applicable amount prior to onward remittance to You of the balance of the amount received from the Customer. Onward remittance of amounts due to You will be strictly subject to You having fulfilled the Courier Services. Unless otherwise agreed in writing, remittance will be normally made no less frequently than once every two weeks.
c. All onward remittance shall be made by means of our payment processor using the bank account details provided by You to in the App. It is Your responsibility to ensure that these details are correct. We will pay onward remittance amounts to You only, and cannot make payments to any third party.
d. It is Your responsibility to determine and remit the applicable Value Added Tax, sales tax and any other taxes associated with the Courier Services payable by the Customer. The price of any Courier Services will be inclusive of any VAT or sales tax and any other taxes associated with the Courier Services which may be applicable. You will not charge or seek to charge the Customer, or allow the Customer to be charged, for any VAT or other taxes which are additional to the price displayed for the Courier Services in the Booking.
e. You authorise us to set-off any sums owed to us under these Platform Services Terms (including the Platform Fees) against any sums owed by us to you.
f. Our payment services provider is Stripe (“Payment Services Provider”). Details on our payment services provider can be found here: https://stripe.com/gb/privacy
g. The Courier must not accept payment for any Courier Services by any means other than through the services of the Payment Service Provider as integrated with the App, without the prior written consent of Locovan. The Courier acknowledges that failure to obtain prior consent to receiving payment through other means is a serious breach of this Agreement and may amount in some circumstances to fraud. Locovan reserves its rights and remedies in respect of any breach of this sub-clause g, including the rights to notify law enforcement authorities.
h. Locovan intends to suspend the charging of Platform Fees until [30th April 2019]. For any Bookings made during such period of suspension (which may be ended at any time in Locovan’s absolute discretion) no Platform Fees will be charged by Locovan.
13. Term; Termination and Suspension
a. These Platform Services Terms are effective on the date on which You indicate Your acceptance of these Platform Services Terms when registering for the App. These Platform Services Terms will remain in effect until either party notifies the other of cancellation in accordance with this clause 13.
b. Locovan may terminate your Profile and suspend Your access to the App immediately on notice for any or no reason.
c. Without limiting other remedies, we may immediately limit, suspend, or terminate Your access to the App and the App, restrict or prohibit access to, and Your activities on, the App if (i) we think that any Profile or Courier Services is creating problems or possible legal liabilities for us; (ii) we think that You are infringing the rights of third parties; (iii) we think that You are acting inconsistently with the letter or spirit of these Platform Services Terms, or abuse our employees or Customers; (iv) despite our reasonable endeavours, We are unable to verify or authenticate any information You provide to Us; or (v) You engage in conduct, which in our sole discretion, is unfair, misleading, deceptive or otherwise in bad faith, or which may be detrimental to the good repute of the Locovan service.
d. You may terminate your use of the App at any time.
e. You or Locovan may cancel or suspend a Profile for any or no reason. You may do this through the App.
f. Neither the expiration nor termination of these Platform Services Terms, nor Your suspension or cancellation of any Courier Services shall in any way affect (i) our obligation to remit sums in respect of validly met Orders, or (ii) Your obligation to pay us the Platform Fees.
14. No Further Warranties by Us.
. Except as expressly set forth in these Platform Services Terms, we do not make any representations or warranties in relation to the App, express or implied, including without limitation any implied warranty of quality or fitness for a particular purpose. We do not promise or guarantee that (a) any promotion or making available by us of the Profile, or the provision of the App to you, will be uninterrupted or error-free; (b) any errors, omissions or incorrect placement of Courier Services will be corrected, or (c) the App will generate any income or profit for You.
a. The Service, the App and other promotion, distribution or redemption methods used or provided by them and all related information and materials are provided "as is", without any warranty of any kind, and on an "as available" basis.
b. 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 as between us in relation to these Platform Services Terms.
15. Confidential Information.
. For the purposes of this section 15, any information designated by the other party to these conditions (“Party”) as "confidential," and any other information that the recipient should reasonably expect to be confidential under the circumstances shall be collectively deemed "Confidential Information”. Confidential Information does not include information that (i) was, or becomes, publicly known through no act or default of the receiving Party; (ii) is already in the possession of the receiving Party prior to its disclosure; (iii) is obtained by the receiving Party without a breach of any third party’s confidentiality obligations; or (iv) is independently developed by the receiving Party.
a. Each Party shall take reasonable precautions to protect all Confidential Information, and will apply a level of security to it no less stringent than that applied to its own Confidential Information. If a Party is required by law to disclose the other Party’s Confidential Information, it shall promptly notify the other Party and shall cooperate with the other Party to obtain a protective order or to otherwise limit the disclosure of the Confidential Information.
b. Each Party agrees that, in the event of an actual, alleged or threatened breach of its confidentiality obligations established by these Platform Services Terms, the other Party is likely to suffer immediate and irreparable harm, and may seek a temporary restraining order, injunction or other form of equitable relief.
16. LIMITATION OF OUR LIABILITY.
. Nothing in these Platform Services Terms limits or excludes our liability for:
i. death or personal injury caused by its negligence;
ii. fraud or fraudulent misrepresentation; or
iii. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
a. Subject to sub-section a above, Locovan shall not be liable to You, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Platform Services Terms for:
. loss of profits;
i. loss of sales or business;
ii. loss of agreements or contracts;
iii. loss of anticipated savings;
iv. loss of or damage to goodwill;
v. loss of use or corruption of software, data or information;
vi. any indirect or consequential loss.
b. Subject to sub-sections a. and b. above, our total liability to You, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Platform Services Terms shall be limited to the equivalent of 100% of the total Platform Fees paid by You to us in the 12 months preceding the event giving rise to the liability.
17. Dispute Resolution Process
. In the unlikely event that any dispute arises between you and us out of, or in connection with, these Platform Services Terms or your use of the App, you and we shall use our reasonable endeavours to resolve it to our mutual satisfaction.
a. If the dispute is not resolved within 14 days of the referral being made under sub-clause a immediately above, the parties may, if each party agrees, resolve the matter through mediation in accordance with the London Court of International Arbitration Mediation Rules.
b. Either party may issue formal legal proceedings or commence arbitration at any time whether or not the steps referred to in sub-clauses a and b have been completed.
a. No failure or delay by a party to exercise any right or remedy provided under these Platform Services Terms 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.
b. Except as expressly provided in these Platform Services Terms, the rights and remedies provided under these Platform Services Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
c. If any provision or part-provision of these Platform Services Terms 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 these Platform Services Terms.
d. If one party gives notice to the other of the possibility that any provision or part-provision of these Platform Services Terms 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.
e. These Platform Services Terms constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
f. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Platform Services Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Platform Services Terms.
g. Nothing in this clause shall limit or exclude any liability for fraud.
h. These Platform Services Terms are personal to You and You shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under these Platform Services Terms.
i. We may at any time assign, transfer, mortgage, charge or deal in any other manner with any or all of its rights and obligations under these Platform Services Terms, provided that We give prior written notice to You.
j. No one other than a party to these Platform Services Terms, their successors and permitted assignees, shall have any right to enforce any of its terms.
k. If a dispute arises between You and Locovan, we strongly encourage You to first contact us directly to seek a resolution by contacting us at firstname.lastname@example.org. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
l. Any claim, dispute or matter arising under or in connection with these Platform Services Terms shall be governed and construed in all respects by the laws of England and Wales. You and we both agree to submit to the non-exclusive jurisdiction of the English courts.
19. Additional Terms for Apple Users
a. Apple Mandatory Terms. By downloading the App from the Apple iTunes App Store, the following terms also apply to you:
b. Acknowledgement: Both of us acknowledge this constitutes an agreement between you and us only, and not with Apple, and we, not Apple, are solely responsible for the App and the content thereof.
c. Scope of Licence: This Licence granted to you for the App is limited to a non- transferable license to use the App on an iPhone, iPad or iPod touch that you own or control and as permitted by the Usage Rules set forth in the App Store Terms and Conditions (the “Usage Rules”).
d. Maintenance and Support: We, not Apple, are solely responsible for providing any maintenance and support services with respect to the App, as specified in this Agreement. We and you both acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
e. Warranty: We are solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed in these Terms. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App to you. To the maximum extent permitted by law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be your sole responsibility.
f. Product Claims: We and you acknowledge that We, not Apple, are responsible for addressing any claims by you or any third-party relating to the App or your use or possession of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
g. Intellectual Property Rights: You and We acknowledge that, in the event of any third-party claim that the App or your possession and use of the App infringes that third-party’s intellectual property rights, We, not Apple, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.
h. Legal Compliance and Export: You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
i. Third Party Beneficiary: We and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement, and that, upon acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof.
Additional courier terms as set out by You can be notified to the client directly prior to accepting a job on Locovan’s Platform.