TERM & CONDITIONS

Introduction

Parcel Recovery Solution Ltd (PRS) set out the following terms and conditions upon which PRS offers customers a licence to use www.parcelrecoverysolution.com or our mobile application (both referred to as the ‘portal’) including the Interactive Services.

1. DEFINITIONS

 

 

In this Licence (except where the context otherwise requires) the following words shall have the following meanings:

 

Parcel Recovery Solution Ltd: a company registered in England and Wales under company number 10048932 with a registered office at 16 Chipstead Station Parade, Chipstead, Coulsdon, England, CR5 3TE, United Kingdom, hereinafter referred to as ‘PRS’ or ‘We’

 

Additional Surcharge: refers to an extra charge over and above the Order Price which may be added on subsequent to the online Order completion e.g. larger Consignment costs or discrepancies (Clauses 7.4 and 7.5); taxes/ penalties (Clause 9.3); storage, disposal or return carriage costs of Undeliverable Consignments (Clause 10.10).

 

Alternative Address: means that referred to in Clause 10.4(b).

 

Base Order Price: refers to the Order Price prior to any Surcharges (or Additional Surcharges)

 

Cancellation Fee: A fee charged when an order is cancelled. The fee will be calculate depending on the situation and notice given but will not amount more than the Order price.

 

Charges: means the prices for the complete supply of PRS Services as stipulated on the Portal including the Base Order Price, the Order Price, Surcharges and any Additional Surcharges.

 

Claim: refers to a claim that can be made by Customer if a Consignment is lost, damaged or delayed in accordance with these Service Terms.

 

Claim Date: refers to the date from which the time for the Claim shall run i.e. date the Claim is submitted to PRS for the purpose of meeting the Claim Time Limit for making a Claim.

 

Claim Time Limit: refers to the time within which a Claim for loss or damage should be made as set out in Clause 18.3.

 

Codes of Practice: refers to all legal and regulatory codes (including for these purposes ancillary rules of procedure, guidance notes, directions, policies and advice) published by regulatory authorities or other industry professional bodies including without limitation the Advertising Standards Authority, Trading Standards, the Office of Fair Trading, the Direct Marketing Association, the Information Commissioners Office and other Trade Bodies, to be construed as to include any and all references to any amendments, modifications or consolidations constituting the most up-to-date versions thereof.

 

Collection Point: refers to the place where the Consignment is collected.

 

Complaint: means any dissatisfaction expressed by a PRS customer against PRS in connection with the Services.

 

Consignee: means the person to whom the Label on the Parcel is addressed i.e. the recipient who may also be the Customer.

 

Consignment/Parcel/Freight: refers to one or more Packages making up an Order.

 

Consignment Receipt: refers to the receipt sent to You in the Acknowledgement of Order.

 

Consignor: means the person from whom the Consignment is collected at the Collection Point.

Contact Us: means contacting us by email on info@parcelrecoverysolution.com, letter at our registered address.

 

Contact Us In Writing: means contacting us by email on or letter at our registered address.

 

Correctly Packaged: refers to the requirement that Packages are packaged in accordance with the Labelling and Packaging Criteria in order for them to be eligible for carriage.

 

Credit Term: refers to the term of credit granted and applied to a PRS Credit Account.

 

Customer (or ‘You’): means the individual or business (Consignor or Consignee) who places an Order on the Portal for the Services and ‘Your’ shall be construed accordingly and You have entered into this Agreement.

 

Data Protection Legislation: the Data Protection Act 1998, the Data Protection Directive (95/46/EC), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) and all applicable laws and regulations relating to the processing of Personal Data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner.

 

Delivery Confirmation: refers to the email PRS sends to Customer to confirm that delivery has taken place at the Delivery Point.

 

Delivery Point: refers to the place where the Consignment is delivered.

 

Economy Delivery: refers to one of the PRS Services.

 

Freight Protection: refers to a PRS Optional Service referred to at Clause 17.

 

Excluded Item(s): refers to those Items that will not be compensated by PRS unless PRS have agreed to an exception.

 

Excluded Item Exception: refers to the exception to the general rule that PRS do NOT provide any compensation in respect of Excluded Items that may be lost or damaged.

 

Historical Consignment Information: means historical information that can be retrieved by a PRS customer.

Inappropriate Content: means any material of any nature which is or which contains material which: (a) is in contravention of any law, statute, regulation, directive and/or subordinate legislation; and/or (b) is defamatory, libellous, obscene, unlawful or which would, if published, be in contempt of court; and/or (c) material which infringes the Intellectual Property Rights of a third party; and/or (d) is a Virus.

 

Intellectual Property Rights: database rights, patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

 

Interactive Services/services: includes the provision by PRS of an online platform whereupon inter alia, Customers can avail of one or more of the PRS Services set out in Clause 2.

 

Item(s): means any item which is not a Prohibited Item i.e. the goods in the Package.

 

Label: means a label that the Customer has placed on the Package

 

Legislation: all applicable laws, Acts of Parliament and Treaties and all orders, regulations, directives, conventions and subordinate legislation made pursuant to such an Act or Treaty or otherwise having the force of law relating to this industry and off and online activity (including where applicable, technologically neutral legislation) including but not limited to the Employment Agencies Act 1973; the Employment Rights Act 1996; various Employment Acts; the Electronic Commerce (EC Directive) Regulations 2002; the Provision of Services Regulations (2009); Consumer Protection (Distance Selling) Regulations 2000; the Unfair Terms in Consumer Contracts Regulations 1999; the Consumer Protection from Unfair Trading Regulations (2008); the Business Protection from Misleading Marketing Regulations (2008); the Conduct of Employment Agencies and Employment Business Regulations 2003 and laws of contempt of court, obscenity, racial hatred and defamation, to be construed as including references to any amendment, modification, consolidation or re-enactment for the time being in force.

Labelling and Packaging Criteria: refers to everything relating to the Packaging as set out at Clause 7.

 

Location: means that referred to in Clause 10.4(c).

 

Losses: means any claims, losses, demands, actions, third party claims, damages, costs (including court costs and legal fees), fines, liabilities, obligations, liens and expenses.

 

Order: means a Customer's request for one or more of the Services.

 

Order Acknowledgment: refers to the email received confirming receipt of the Order (but not acceptance of the Order).

 

Order Price: refers to the Base Order Price and any Surcharges added throughout the purchase process.

 

Package: means any Item or Items that are Correctly Packaged and have a Label attached. A Package includes but is not limited to an envelope and a parcel.

 

Packaging: may refer to the exterior and/ or interior packaging materials as the context permits.

 

Palletised Item(s): refers to Items packaged on pallets.

 

Payment Processing Fee: per transaction processing fee charged to Customer for the processing of Charges.

 

Personal Data: as defined in the Data Protection Legislation.

 

PRS (or ‘We’ or ‘Us’ or ‘Our’ or ‘Ourselves’): means Parcel Recover Solution Ltd and includes Our servants, agents, and any person or persons issuing PRS Documentation and all carriers that carry or undertake to carry a Consignment or perform any other services related to such carriage under these Service Terms including Sub-Contractors.

 

PRS Account: means the secure account created upon registration from where a PRS Customer can access the Services via their Login.

 

PRS Credit Account: refers to the account that a business may be permitted to have with an applicable Credit Term.

 

PRS Depot: refers to a postal depot local or otherwise and either owned, managed or used by PRS to effect the PRS Services.

PRS Documentation: shall include but shall not be limited to any Consignment Receipt, Order Acknowledgement, Label, customs documentation, Waybill and any other documentation relating to the Order.

 

PRS Lien: as set out at Clause 12.13(f).

 

PRS Login: refers to the username and unique password a registered PRS User uses to access their PRS Account.

 

PRS Network: refers to PRS’s employees, agents and any other company or person employed to carry out services on behalf of PRS such as third party logistics companies with whom PRS has an affiliate relationship with on a sub-contracting basis.

 

PRS Quote(s): refers to the quote tendered by PRS.

 

PRS Registration Form: refers to the online registration form required to be filled in by a User to complete PRS order.

 

PRS Services: includes Basic/Same day Delivery; and any other special service that PRS may provide.

 

POD: refers to a ‘proof of delivery’ any may only be available in respect of certain PRS Services..

 

Privacy Policy: means PRS’s Privacy Policy which can be found on the website

 

Prohibited Item(s): refers to those items which cannot be sent using the PRS Services as identified on the Portal (as may be updated from time to time) including those items defined as dangerous or hazardous by regulatory bodies governing transport by road, rail, sea or air in any legislation, regulations or guidelines which are unlawful to be carried.

 

Refund Window: means the time period referred to in Clause 13.3.

 

Registration Information: refers to the online registration information collected by PRS in the online PRS Registration Form as further detailed in the Privacy Policy.

 

Service - Basic/Same day Delivery: refers to the PRS usual Services and is what the online quote refers too.

 

Special Service: refers to any service that is not basic or same day. Includes, white glove (delivery that requires special instructions), waiting time, excluded or prohibit items delivery such as passports/cash/organs/sensitive

documents (only for those with permission and licences to distribute), extra parcel protection, high value items, freight that needs extra personnel or equipment such as fork lift, wrapping service, out of hours service, and any that require anything above the basic door to door service.

 

Portal: means a website and app owned by Parcel Recovery Solution Ltd.

 

Sub-Contractors: refers to those businesses who are part of the Partner Network.

 

Substitute Delivery Point: as set out in Clause 10.4.

 

Surcharges: refers to any individual costs added to the Base Order Price to make up the Order Price during the placing of the Order.

 

Timed Delivery: refers to one of the PRS Services.

 

Tracking Number: refers to the number on each Package

 

UGC (user generated content): means content provided/ generated by a PRS User, uploaded, embedded or otherwise displayed and/ or stored on the Site which may include but are not limited to PRS User Mark(s), text, articles, images, Listings, graphics, photos, stories, audio, video, software, audio-visual combinations, interactive features (including PRS User Profiles) and other materials in any form, medium or technology now known or hereinafter developed that may be viewed on, accessed through or disseminated publicly on the Site for use by PRS staff, PRS users and Visitors where applicable.

 

Undeliverable Consignment: means a Consignment that is undeliverable for any reason including by virtue of it constituting a Prohibited Item or by virtue of it not having been capable of being delivered as set out in Clause

10.9 (not including a Consignment that is undeliverable due to negligence on the part of PRS).

 

Valid Address: means that the address submitted by Customer representing either the Collection Point or Delivery Point must be the full and valid address including the full postcode.

 

VAT: means value added tax chargeable under English law for the time being and any similar additional tax.

Visitor: refers to the person who visits the Portal but does not register.

 

Working Day: means any day which is not a Saturday or Sunday and which the banks are open for business in the UK.

 

Working Hours: We operate 24 hours a day 7 days a week ‘out of hours service’. General enquiries and bookings must be made during working hours which are 1000-1800 Monday to Friday.

 

 

2. GENERAL

 

 

1. PRS is provider of a logistics service dedicated to facilitating a first class, innovative and efficient UK same day, logistics service relating to Consignments whereupon Customers can arrange for the collection, drop off, transportation and delivery of Packages by PRS via the PRS Network by way of the PRS Services.

2. A Customer who is a registered PRS user may be able to:

   • register for a PRS Account;

   • edit Your PRS Account and Registration Information;

   • apply for a PRS Credit Account;

   • store card details for future purchases;

   • store regular Valid Addresses relating to Delivery Points and Collection Points;

   • access and search Historical Consignment Information; and,

   • print or re-

     print PRS Documentation where available.

3. The Services may include, but are not limited to, the provision of an online platform from where the Interactive Services and information about the Interactive Services can be accessed. To the extent permitted by the functionality of the Interactive Services, the order can be uploaded and posted by a Customer to the Portal under these Service Terms.

4. You should read the Agreement carefully and ensure that You understand the effect before proceeding to use the Portal and/or the Services. If You disagree with any part of these Service Terms, do not use the Portal for the purpose of the Services. If You violate the licence granted to You by way of this Agreement, PRS may terminate Your use of the Portal, bar You from future use of the Portal and/or take appropriate legal action against You.

5. PRS reserves the right to change these Service Terms at any time without notice, effective immediately upon posting on the Portal. Please check this page of the site periodically. You agree that PRS will treat Your use of the Portal and/or the Services as acceptance of the terms of the Agreement including Your continued use subsequent to any changes being posted on the Portal. Unless expressly agreed in writing by a director of PRS, no employee, agent or Sub-Contractor of PRS is authorised to alter or vary this Agreement.

6. Words denoting an obligation on a User to do any act, matter or thing includes an obligation to procure that it be done and words placing a User under an obligation or a restriction include an obligation not to permit or allow infringement of the obligation or restriction.

7. It is Your responsibility to ensure that any limitations of liability and any other conditions that apply to this Agreement are fully understood before You place Your Order for submitting a Consignment by PRS. If You are not satisfied with PRS’s limits of liability under this Agreement, You can purchase Parcel Protection via PRS, or make Your own parcel protection arrangements in such sums and against such risks as You deem appropriate.

8. PRS may at its sole discretion, transport a Consignment by such means of transport and route as decided appropriate by PRS.

 

 

3. IP LICENCES

 

 

1. When using the Site and app, if You publish anything including links, text or images, You automatically grant to PRS, a worldwide, non-exclusive, royalty-free, perpetual, transferable licence (with right to sub-license) to use, record, publish,

   distribute, prepare derivative works of, display and perform all that UGC, or any part of it, and the Intellectual Property Rights therein, in connection with the provision of the Interactive Services, including without limitation the promotion and redistribution of all or part of Your UCG (and derivative works thereof) in any media formats and through any media channels and throughout the PRS Network. You also grant any other PRS User with whom You share UGC via the Portal e.g. via the PRS Discussion Forum, a worldwide, non-exclusive, royalty-free license to access Your UGC through the Interactive Services, and to use, reproduce, distribute, prepare derivative works of, display and perform such UGC to the extent permitted by the functionality of the Interactive Services and under the terms of this Agreement. (‘IP Licences’).

2. Unless terminated (or suspended) for reasons such as those set out in this Agreement or unless PRS is no longer providing the Interactive Services to You, the above IP Licences granted by You terminates when Your UGC is deleted off the Portal by way of Your PRS Account being terminated. You can freely amend or delete UGC from the Portal. You must Contact Us In Writing to request termination of Your PRS Account.

3. You understand and acknowledge that You have no ownership rights in Your PRS Account and that if You cancel Your PRS Account or Your PRS Account is terminated, all Your information including but not limited to Your Historical Consignment Information and Your PRS Profile will be deleted from Your PRS Account and will be further deleted from any PRS archives in accordance with our data retention and destruction policies. You acknowledge that UGC may continue to be retained by the PRS Network in accordance with the privacy policies of e.g. Sub-Contractors and may also be retained.

4. You acknowledge that email messages sent over the internet are not encrypted and are not secure. Despite efforts to protect Your Personal Data, We cannot ensure or warrant the security of any Data You transmit to us, via, to, or from our Portal. PRS does not guarantee any confidentiality with respect to UGC and You understand and agree that You are solely responsible for Your own UGC and the consequences of posting or publishing it. You transmit all such Data at Your own risk.

5. PRS does not claim ownership of the UGC You submit or make reference to on the Portal. You retain all of Your ownership rights in Your UGC but You grant the limited IP Licences set out in Clause 3.1.

 

 

4. PARTIES AND SUB-CONTRACTING

 

 

1. By using any of the Interactive Services and the Portal, You expressly agree to be bound by this Agreement to the extent it is applicable and all applicable laws and regulations governing the Portal and the Interactive Services.

2. The Agreement forms a legally binding agreement between You and PRS in relation to Your use of the Portal and/ or the Interactive Services and applies to all Users of the Portal and the Interactive Services as applicable who may also be contributors of UGC posted on the Portal.

3. PRS may at its sole discretion, subcontract all or any part of the PRS Services to a Sub- Contractor. PRS contracts on behalf of itself and the PRS Network, all of whom shall be entitled to the benefit of these terms and who shall have no liability to Customer greater than, or in addition to that of PRS.

4. You warrant that You are either the owner of the Consignment or You are authorised by such owner to accept this Agreement on such owner's behalf in respect of the Consignment and every constituent part thereof including the Items.

5. You must be 18 years of age or older to visit or use the Portal in any manner.

6. PRS accepts Consignments for carriage subject only to this Agreement and at its sole discretion.

7. At any time, a user of the PRS Network who is tasked with collecting, transporting and/or delivering a Consignment may refuse a collection or delivery if such is, or would be in breach of, the terms of this Agreement.

 

 

5. REGISTERING FOR A PRS ACCOUNT

 

 

1. You may not transfer ownership or sell Your PRS Account, PRS User or PRS Credit to a third party.

2. Registering for PRS Account is FREE and optional for Customers. If You choose not to register for a PRS Account, You may still use the PRS Services but You may not benefit from certain features and functionality made available to registered PRS Users.

3. To avail fully of the Portal and the Services, You are required to fill out certain Registration Information online via a PRS Registration Form. The Personal Data that You provide must be true, accurate and complete at all times.

4. In order to provide You with maximum protection, You may be asked to input Your username (which shall be Your email You wish to be contacted on) and to choose a password to create Your PRS Login in order to access Your PRS Account on the Portal.

5. You will keep Your PRS Login relevant to the Portal and the Interactive Services confidential and not reveal it to anyone else. You are responsible for all activities that are carried out under Your PRS Login. We do not have the means to check the identities of people or businesses using the Portal and will not be liable where Your PRS Login is unlawfully used by another. You agree to notify PRS immediately by Contacting Us In Writing of any unauthorised use of Your PRS Login or Your PRS Account of which You become aware (with ‘IMPORTANT’ in the subject line). You will not create additional accounts for the purpose of abusing the functionality of the Portal or other registered PRS Users or for any other reason in breach of this Agreement.

6. You can cancel Your relationship with PRS at any time. You can do this by requesting PRS to deactivate Your PRS Account and terminate Your PRS User by sending an email request

   to info@parcelrecoverysolution.com with ‘URGENT – CANCELLATION REQUEST’ in

   the subject line. This process will take up to five (5) Working Days to complete.

7. PRS users who do not comply with this Agreement may be subject to review, which can result in suspension of PRS account privileges and/or termination. This includes all PRS users by virtue of association. PRS reserves the right to suspend the use of the Portal for a PRS user pending the outcome of an investigation relating to a Complaint or a breach of this Agreement.

 

 

6. PRS QUOTE & ORDER PROCESS

 

 

1. You may obtain a PRS Quote from the Portal/phone which shall remain valid for approximately one (1) day only as market prices can be volatile and can change on a regular basis to be competitive. If you need any special service this must be done by calling the office.

2. You may accept a PRS Quote and place an Order online via the Portal’. You will be asked to input Your name, email, postcode and country of origin. You will then be asked to input and confirm details pertaining to the Collection Point, the Delivery Point and the Package (including any Item declarations). You may also place an Order over the telephone in certain circumstances.

3. Throughout the purchase process, You will have the option to add PRS Optional Services.

4. Upon submitting and confirming Your Order, You may be asked to submit payment details to settle the Order Price in advance and to expressly accept the terms of our Agreement. You will be provided with a confirmation screen on the Portal in order for You to check all details and amounts pertaining to the Order Price before committing to the Order. Payment can be made by credit card or debit card or be invoiced to the customer.

5. We shall acknowledge receipt of Your Order by sending You Your Order Acknowledgement and Consignment Receipt by email.

6. You must complete the Order by:

   • ensuring that the Package is Correctly Packaged and addressed to a Valid Address;

   • ensuring that the Package complies with the Labelling and Packaging Criteria;

   • where there are multiple Packages in the same Consignment, ensuring a barcoded, sequentially numbered tracking label is affixed to each one;

   • attaching the Label securely to the Package; and,

   • ensuring it is available for collection at the Collection Point in accordance with the booking details.

7. We are not able to supply You with the PRS Services unless You have complied with the Order Requirements at Clause 6.6.

8. You will only be authorised to make changes to an Order as may be (or may not be) permitted by PRS and fees will apply. Any cancellations will incur a cancellation fee.

9. For the purposes of the Provision of Services Regulations 2009 and where applicable, the PRS Services will be deemed to have commenced upon the collection of the Consignment at the Collection Point..

 

7. ITEMS & LABELLING AND PACKAGING CRITERIA

 

 

1. Packaging: All Packages must be Correctly Packaged (including exterior and interior packaging materials) and have a Label attached in accordance with Our Labelling and Packaging Criteria and all Packages must comply with the laws and regulations of each country through which the Items may be carried which shall be Customer’s sole responsibility.

2. If PRS considers that the Items are not Correctly Packaged for carriage, PRS may either refuse to accept the Consignment, or suspend carriage at any time with no liability to You.

3. Size & Weight: Our Charges in respect of a Package is worked out by measuring the physical size, weight and estimated time of delivery.

4. If a Package is in excess of 25kg, You must place a ‘Heavy Package Label’ on the Package which the carrier can normally provide upon request. PRS will not be liable to You for any reason whatsoever if You omit to do this. Heavy or large Packages that require special equipment will be subject to a Surcharge which shall be highlighted to You during the purchase process provided You declare this, failing which, You may be subject to an Additional Surcharge.

5. PRS will procure that the Package is audited for size and weight upon collection using our experienced team and any equipment and in the event that the audit reveals a discrepancy, Additional Surcharges will apply. PRS will be entitled to charge You immediately for such discrepancy and You authorise PRS to invoice You and/or add to your credit, or charge your card. If the whole amount owed cannot be paid for whatever reason by these means, the amount outstanding shall be payable within seven (7) days as per Clause 12.11.

6. If You dispute the audit results, You can appeal by providing the necessary proof deemed acceptable by PRS which constitutes a photograph of the Package, with a visually clear tape measure showing the dimensions and the original clearly identifiable Label on the Package.

7. Label: The Customer shall ensure that each Package or Palletised Item is labelled with the Valid Address (and telephone number) of the Delivery Point. You need to print two copies (one to be handed to PRS upon collection). Securely attach the other Label to the Package using a Documents Enclosed Pouch.

8. If You are sending multiple Packages, each individual Package should have a label. If You tape or affix multiple parcels together, without enclosing them in a single outer box, and one of the Packages becomes detached, You accept that You will not be able to claim for loss or partial loss of that Consignment.

9. Pallets: Pallets must be palletized, stackable, and able to be lifted by a forklift and shrink- wrapped or banded to a pallet. Unstackable pallets should be notified to PRS in advance of shipping and may incur Additional Surcharges which will be quoted prior to shipping.

10. Perishable Items: Perishable and temperature controlled goods will be transported at Customer’s own risk. PRS do not provide special handling for such Consignments and in the event that loss, damage or deterioration of one or more Items ensues, You acknowledge that PRS shall not be liable to You for any Losses suffered by You howsoever caused. You also acknowledge that certain Perishable Items are not permitted for transportation. You should therefore check with PRS prior to shipping.

11. Prohibited Items: PRS do not accept Prohibited Items for carriage (unless this is a special service agreed in advanced

    with those who have the relevant licences and legal authority to instruct PRS to handle these items) and such are deemed to be Undeliverable Consignments. Examples include passports, cash, items that are prohibited by law, flammable items, gases, toxics, corrosives, medical supplies etc. Please check with PRS if you think your item may be prohibited. You must declare the item when completing your booking.

12. Excluded Items: Some Excluded Items may be carried by PRS but are carried at Customer’s sole risk. Excluded Items include Items requiring professional packaging You acknowledge that due to the fragility or otherwise of Excluded Items, PRS cannot make any guarantees that damage will not occur during carriage and consequently, PRS will not incur any liability to You if You choose to use the PRS Services in respect of Excluded Items except in exceptional circumstances where PRS are satisfied, at their discretion, to cover You for such Excluded Items which shall be decided on a case by case basis by You making a special request to PRS by Contacting Us In Writing, with a complete description and quantities of the Items You wish to ship along with a description and images of the Packaging that You have used to protect Your Item(‘Excluded Item Exception’). If You nevertheless engage PRS to render PRS Services in respect of Excluded Items (where PRS has not agreed to this as a special service), You do so entirely at Your own risk and You are advised to arrange appropriate parcel protection independently of PRS. Excluded Items MUST BE professionally packaged to prevent You from incurring any losses in respect to damage. If You require any further advice or clarification on this, please Contact Us.

     

13. Subject to the Excluded Item Exception, should PRS receive from any Customer (knowingly or unknowingly) Items for carriage which are Prohibited Items or Excluded Items, Customer shall have no Claim whatsoever under or pursuant to this Agreement in respect of the carriage of those Prohibited Items or Excluded Items and shall fully indemnify PRS in respect of all Losses however caused, arising out of the carriage of those Prohibited Items or Excluded Items.

14. Customer may be liable to prosecution if shipping Prohibited Items via the PRS Network. PRS may deal with the Consignment of Prohibited Items in its

    sole and absolute discretion (without incurring any liability whatsoever to Customer, Consignor or Consignee) including destroying or otherwise disposing of such Consignment in whole or in part or returning the Consignment to Customer, and shall be entitled to charge Customer for the cost of disposal and all other costs reasonably incurred if it so chooses to return the Consignment or any part of it.

15. Consignments that breach this Clause 7 may be returned at the customers costs (unless collection is requested) to Consignor and Customer will not be entitled to any refund for Charges paid or any Claim.

    8. ADDRESSING,

    INSPECTION

    & PRS DOCUMENTATION

     

16. Save for in the case of dangerous goods, where PRS has suspended the PRS Services due to a breach of this Clause 7 and Consignor has not collected the Consignment nor provided instructions within twenty-eight (28) days of being notified, PRS reserves the right to sell or dispose of the Items as We see fit with no liability to any party and shall be entitled to charge Customer for the cost of disposal and all other costs reasonably incurred if it so chooses to return the Consignment or any part of it.

1. PRS Documentation: Customer is solely responsible for the accuracy and completeness of the relevant PRS Documentation including the accuracy of Item descriptions and other Order- specific information such as selecting the correct and intended PRS Service either online or on the physical Waybill. If a PRS Service is not clearly selected on the Waybill, the default PRS Service is the Express Delivery (where available) and all applicable Charges will be calculated and charged accordingly. PRS assumes no responsibility for its inability to complete a delivery due to incorrect or missing PRS Documentation, whether or not it attempts to notify the Consignee or Customer. Whether freely submitted by You or sourced by us, PRS shall be entitled to charge an Additional Surcharge for obtaining corrective or complete information.

2. Customer shall retain all PRS Documentation as these will be required to support any Claim under Clause 18.

   9. COLLECTION & DELIVERY & UNDELIVERABLE CONSIGNMENT

    

3. If required, PRS will sign a document acknowledging receipt of a Consignment upon collection from Consignor at the Collection Point but no such document shall be taken as confirmation by PRS as to any Labelling and Packaging Criteria having been satisfactorily met at the time PRS receives it.

 

1. Addressing: Customer shall write the full postal address, including the postcode (or local equivalent) and telephone numbers of both the Consignee and the Customer on each Package and each Consignment must be accompanied with the

   relevant PRS Documentation for the PRS Service used. Under no circumstances will PRS be liable in respect of any Losses incurred by Customer in respect of an address that does not constitute a Valid Address in respect of the Collection Point and Delivery Point.

2. Inspection: PRS reserves the right, but is not obliged to open and inspect, scan or X-ray any Consignment for reasons of safety and security. In accordance with applicable regulations, PRS may be required to undertake X-ray screening of Consignments and PRS shall have no liability in respect of any Losses incurred in this respect.

 

1. PRS shall not be required to provide any specialist equipment unless PRS has agreed to do so with Customer in advance. Any Consignment (or part of a Consignment) requiring any specialist equipment for loading and unloading shall be accepted by us for transportation only on the strict understanding and condition that Customer shall, or shall procure that, such specialist equipment will be made available at the Collection Point and the Delivery Point as required unless a special service includes PRS to provide such equipment. Where Customer uses its own specialist equipment for loading the Consignment (or part of the Consignment), or where such specialist equipment is not available and We nevertheless agree at our discretion to

   load or unload, We shall be under no liability or obligation of any kind to You for any Losses suffered (howsoever caused) during the loading or unloading of the Consignment and You shall indemnify PRS against all Losses suffered or incurred by PRS as a consequence of the use, or non-use of such specialist equipment.

2. If a collection fails due to a Customer error e.g. the relevant PRS Documentation being inaccurate or wrong or no-one is available, the collection will not be rescheduled until Customer contacts or procures that Consignee contacts, PRS to re-schedule the collection. An Additional Surcharge will be applied to all failed collections that require re-booking due to a Consignee or Consignor error.

3. Our online order system records all Your collection and delivery instructions as input by You. When You input all Your details, You will be presented with the PRS Services available to You. You will proceed to pick one and follow the Order process referred to in Clause 6. If you require a specialist service please call or email the office.

4. PRS uses reasonable effort of delivery. Notwithstanding this, You acknowledge that this may not be possible where some destinations and Sub-Contractors are concerned in which case Your Undeliverable Consignment may be available for collection at a PRS Depot. PRS undertakes to deliver to the Delivery Point specified in the Order and the relevant PRS Documentation, or where the Consignee is not present and a delivery receipt is unobtainable, PRS may at its discretion attempt to deliver the Consignment to an alternative address (a ‘Substitute Delivery Point’) being either:

   • that of any person appearing to have authority to accept delivery of the Consignment on the Consignee’s behalf;

   • that of a neighbour (‘Alternative Address’); and,

   • that representing a pre-agreed place or discretional place e.g. porch or garage (‘Location’).

5. For each Substitute Delivery Point, PRS may not be able to attain a POD. Customer agrees that for the purposes of the Agreement, where PRS attempts to deliver a Consignment to the Delivery Point and for whatever reason delivery cannot be

   achieved (including unreasonable delay in, or refusal of, acceptance at that Substitute Delivery Point) then delivery shall be deemed to have taken place at the time when the Consignment is first presented to that Delivery Point for acceptance or when PRS joins a queuing or booking in system, if that is in operation at that Substitute Delivery Point.

6. Where PRS is directed to hold a Consignment for collection or pending further instructions, (which at its discretion PRS may do), then delivery shall be deemed to have taken place at the time such direction was made and a cost will be added for collection and storage.

7. Upon failure of any delivery attempt to the Delivery Point but where the Consignment has been left in accordance with Clause 10.4 (a)-(c), PRS shall endeavour to provide photographic evidence that the consignment is left at the Delivery Point with details of the Substitute Delivery Point.

8. Upon failure of any delivery attempt to the Delivery Point or any Substitute Delivery Point, the Consignment may be returned or held at a PRS Depot and PRS shall endeavour to procure that a photographic evidence and contact is made requesting Consignee to Contact Us whereby a further delivery attempt may be arranged at a further cost. In the case of a Consignee requesting re-delivery, Customer hereby consents to PRS performing such action.

9. If Customer does not Contact Us within five (5) days of the first delivery attempt failing, or where Consignee refuses to accept the Consignment, We will deem the Consignment to be an ‘Undeliverable Consignment’ and shall return the Consignment to Customer at Customer’s cost. For the avoidance of doubt, We will not deliver the Consignment until these Charges are paid. If an Undeliverable Consignment is held by PRS and is not claimed within thirty (30) days of the last delivery attempt, PRS shall, where reasonably practicable, attempt to contact Customer. Failing this, PRS shall be entitled to deal with or dispose of the Consignment as it sees fit. For the avoidance of doubt, it is Customer’s sole responsibility to monitor the delivery of their Consignment and to Contact Us, or procure that Consignee Contacts Us, if a delivery attempt fails.

10. Customer shall be liable at all times for any and all Charges incurred by PRS in returning, storing or disposing of an Undeliverable Consignment.

11. PRS shall not be liable in respect of any Consignment delivered to the Delivery Point or Substitute Delivery Point, where any person misrepresents his authority to receive the Consignment on the Consignee’s behalf; or where PRS is delivering it in accordance with instructions from, or purporting to be from, Consignee or Customer.

12. We cannot normally deliver to PO Box addresses.

13. If the Package is over 25 kg, Consignor and Consignee are required to provide assistance with loading and unloading respectively, otherwise PRS is entitled to refuse to collect and deliver. This obligation is the responsibility of Customer to procure in respect of Consignor and Consignee.

14. If the Items are palletised, Customer will need to procure the provision of a loading bay for loading and unloading.

15. If a Consignment or any part of it, is damaged, and considered to be a risk or dangerous in any way, the Consignment will be disposed of as We see fit. If the Consignment has become damaged due to the actions of PRS, our liability to You shall be limited to that set out in Clauses 14-16.

16. When delivering a Consignment, the name of the person who took delivery and the time of delivery shall be logged on the Portal by way of a POD. Further, if the particular PRS Service provides for it, and subject to payment of the relevant Charges, PRS may procure a POD by way of receipt of delivery signature by electronic means which shall represent the actual image. Copies of the latter shall be available (subject to data protection requirements) for a period of three (3) months only from the date of delivery. PODs cannot always be guaranteed e.g. in remote areas.

17. A Delivery Confirmation shall be sent to Customer by email when the Consignment has been successfully delivered to the Collection Point.

 

 

10. FORCE MAJUERE

 

If PRS is unable to perform any obligation under this Agreement as planned due to a Force Majeure Event defined as ‘acts, events, omissions or accidents beyond its reasonable control, including without limitation strikes, lock-outs or other industrial disputes (whether involving the workforce of PRS, the PRS Network or any other party), and (including being prevented from collecting, delivering, custom clearing Consignments) 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, adverse weather conditions or default of PHs, consultants or Sub-Contractors’, PRS’s failure to perform that obligation shall not constitute a breach or default under this Agreement. PRS will notify Customer once performance of its obligations under this Agreement is no longer prevented due to the Force Majeure Event. If the Force Majeure Event continues for a period in excess of thirty (30) days, either party may cancel the Order and terminate this Agreement provided such Force Majeure Event is continuing at the date of termination. In such circumstances, We shall arrange to return Your Consignment to You at the Collection Point as soon as reasonably practicable and at Your sole cost and expense.

 

 

11. CHARGES & SETTLEMENT

 

 

1. Various Charges for the PRS Services are set out on the Portal and are valid at the time of accessing the Portal only as some may fluctuate from time to time.

2. Where a business Customer successfully applies for a Credit Account with PRS, payment of Charges shall be payable in accordance with the Credit Term from the date on the invoice as agreed in writing between the Parties. In consideration of such Credit Account extended and/or to be extended by PRS in its discretion to Customer, or the provision of PRS Services paid for in accordance with these Service Terms, Customer hereby unconditionally guarantees to PRS the punctual payment when due, with such interest as may accrue thereon, of all debts and obligations of Customer, now existing or hereafter arising, as well as the performance and observance by Customer of the terms, conditions,

   stipulations, and agreements of Customer contained in this Agreement and any invoice (the ‘Guarantee’). This Guarantee will be continuing and irrevocable in respect of any indebtedness of Customer. Customer hereby waives notice of acceptance of this Guarantee, notice of the occurrence of any default, demand, protest, and notice of any and all action at any time taken or omitted by Customer regarding its indebtedness to PRS. Customer consents to any modification or renewal of the credit hereby guaranteed. This Guarantee shall bind the executors, administrators, and assigns of Customer and shall remain in force and effect unless and until cancelled by written notice sent to PRS, in which case it shall then be binding as to any balances still owing and outstanding as of the date of PRS’s receipt of such registered notice.

3. In the event of default the Company Directors who are signatory to the credit agreement act as guarantors to all amounts owed under the Credit Agreement and they are jointly liable for any debt that their company may incur.

4. In respect of a Credit Account, Customer authorises PRS to verify the credit of Customer and Customer authorises its bank(s) and/or business references to release credit information of Customer as may be requested by PRS. The Guarantee referred to in Clause 12.2 gives PRS the right to investigate credit from time to time of Customer (or any guarantor(s)), if deemed necessary by PRS to determine Customer’s creditworthiness in PRS’s sole discretion.

5. Where Customer places an Order online and does not have a PRS Credit Account or where Customer places an Order offline by telephone, Customer shall pay all applicable Charges in advance via the Portal, bank transfer or any other means agreed by PRS or later if agreed and payable as set out on the invoice terms.

6. Where Customer is a business and has a PRS Credit Account, payment shall be made within the Credit Term from the date on the invoice as agreed in writing between the parties.

7. All Charges are stated as exclusive of VAT and may be subject to variation from time to time.

8. Customer shall pay or reimburse PRS for all Charges without any deduction or setoff.

9. Any Charges incurred or levied after the Order has been placed i.e. Additional Surcharges, shall be due and payable within the timescale and manner as specified by PRS in these Service Terms or on the Portal.

10. Charges are based on the greater of the physical or volumetric size and weight of a Package, the number of Packages in a Consignment and the journey between the Collection Point and the Delivery Point as indicated by Customer. Where the Charges are found to be invalid or misdirected as per Clause 7.5, PRS shall have the right to implement a reasonable adjustment of the applicable Charges and invoice Customer accordingly.

11. Any subsequent Additional Surcharges applied to Your Order that have not been paid in advance, should be paid either immediately if so requested.

12. PRS reserves the right to make Additional Surcharges to recover costs associated with the PRS Services in accordance with these Service Terms including national or international or industry-wide situations, including but not limited to fuel price increases, increases in Government or any other authority's fiscal or statutory charges payable by PRS and variations in vehicle excise duty and any other taxes, duties, levies, penalties, charges or expenses paid on behalf of Customer, Consignee or third party. Such Additional Surcharges are payable immediately upon request, or within seven (7) days of receipt of an invoice as the case may be (or within an alternative period which the parties have agreed in writing).

13. Unless evidenced otherwise, an invoice shall be considered as received within seven (7) Working Days following the date on the invoice (if posted) or immediately if emailed. Invoices must be cleared within 30 days.

14. If Customer fails to make payment in full on the due date, this shall be considered a material breach of this Agreement and the whole of the balance due in relation to the PRS Services (or a PRS Credit Account balance) then outstanding shall become immediately due and payable and, without prejudice to any other right or remedy available to PRS and until the payment has been made in full, PRS may:

    • suspend delivery of the Consignment where it is not yet delivered (and/or any other

      Consignment (whether from the same Order or not) to the Consignee;

    • charge interest on the amount outstanding (including any amounts due in respect of a PRS Credit Account) from the due date to the date of receipt by PRS (whether or not after judgment) under the Late Payment of Commercial Debts (Interest) Act 1998 at a rate of 8%;

    • charge an Additional Surcharge for late payment up to a maximum of one hundred pounds (£100) for each overdue invoice as a fixed statutory fee in accordance with the Late Payment of Commercial Debts Regulations 2002;

    • suspend any PRS User benefits and access to the PRS Account;

    • make a storage charge as an Additional Surcharge for any Undeliverable Consignment (or unclaimed/ uncollected Consignment) as outlined on our Portal;

    • retain by way of a general PRS Lien, any of Customer's Items in its possession until payment in full of all sums due from the Customer on any account (whether relating to the Items or not), is received. Where any Items are held by way of a PRS Lien, PRS shall not be liable to Customer for the loss of, damage to, or deterioration of, the Items whatsoever and howsoever caused and PRS may at its absolute discretion, upon giving not less than twenty-eight (28) days’ notice of the exercise of the PRS Lien, sell by public auction, any or all of the Customer's Items in its possession, as agent for Customer and for that purpose may open, or break open, any Package for such purpose without any liability. PRS shall apply the proceeds of any sale (after deducting reasonable costs for the storage and the sale of the Items) against any sums due to PRS and shall account to Customer for the balance (if any). Customer shall discharge PRS from all liability whatsoever in respect of such Items. Failure to deliver Items as a result of the exercise of a PRS Lien shall not constitute a breach of the Agreement or enable Customer to withhold payment of any sum due to PRS; and,

    • stop any Consignment in transit by virtue of association.

15. You waive Your right to challenge our invoice if You do not notify us in writing within fourteen (14) days of the invoice date with an explanation as to why You dispute it.

16. PRS may, without prejudice to any other rights it may have, set off any liability of Customer to PRS against any liability of PRS to Customer. PRS will further be entitled to offset any amounts payable to PRS by Customer by way of Charges under this Agreement from any PRS Credit available in Customer’s PRS Account which may be, or may have been, depoportald at any time. Customer shall not offset any amounts payable to PRS against any amounts that are or may be payable by PRS to Customer.

 

 

12. PRS CREDIT

 

 

1. If You do not place any Orders for a continuous six (6) month period, We will send an e-mail to the address in your PRS Account to remind You of Your PRS Account balance. This will be repeated at twelve (12) months and eighteen (18) months. When a continuous period of inactivity for twenty-four (24) months has passed with no Orders placed, Your PRS Account will be terminated and any PRS Credit will be forfeited.

 

 

13. LIABILITY FOR DELAY

 

 

1. DELAY: PRS shall use all reasonable endeavours to adhere to the intended transit times which are approximate only and as such, time for delivery, is not of the essence of this Agreement and the parties agree that failure to meet anticipated collection and delivery times may be down to a number of variables. You acknowledge and agree that PRS shall not be liable to You in respect of any Losses incurred by You in respect of a delay, in particular, any delay due to:

   • Force Majeure delays;

   • acts or omissions of customs or other regulatory agencies;

   • PRS’s due adherence to PRS policies regarding the payment of duties and taxes;

     • the Consignment being seized by any authority;

2. Notwithstanding Clause 15.1, if You wish to make time of the essence in this Agreement, You are advised to contact us on the phone and we may be able to offer you a guarantee which entitles You to a full refund of the Charges incurred in respect of the Consignment in full in the case of total loss and in proportion to the loss sustained in the case of partial loss in the event that the Consignment is not delivered within the committed transit time due to a PRS Service error e.g. miss-routed Consignment.

3. The guarantee does not apply in the case of:

• a Force Majeure Event as set out in Clause 11;

• in respect of circumstances set out at Clause 15.1(a)-(f);

• non-compliance with Labelling and Packaging Criteria; or,

• a PRS Lien being exercised.

 

 

14. LIABILITY FOR LOSS AND DAMAGE

 

 

1. Where there is no “international carriage” involved as defined by the applicable Conventions (and where Customer has not opted to make a declaration and pay a supplementary fee for increased levels of cover in excess of the standard by way of the PRS Optional Services such as Parcel Protection).

2. Subject to Clause 16.3, We shall not be liable to You in contract, tort (including negligence) or otherwise for any consequential, special or incidental loss or damage (whether direct or indirect) or any loss of profit, anticipated profits, business, data, opportunity, revenue, goodwill, or reputation arising from Your use of the Portal or the Interactive Services (save for where You are a non-business Customer where ‘foreseeable and consequential losses’ may be recoverable by You provided that You expressly put PRS on notice of such fact in advance of any Order being place and being accepted by PRS for carriage. You can do this by Contacting Us In Writing. It is Your responsibility to ensure that PRS’s limits on liability are adequate to satisfy any foreseeable and consequential losses that may be suffered by You in the event

   that PRS is found to be in breach of this Agreement and if You consider the PRS limits on liability not to be so, You must declare such is the case to PRS as stipulated, failing which, such losses shall not be recoverable in any circumstances. PRS can refuse carriage at any time in its sole discretion.

3. Nothing in these Service Terms is intended nor shall it be construed as an attempt by any party to exclude or limit any liability for:

   • fraudulent misrepresentations;

   • any liability where the law does not permit such exclusion of liability; and,

   • death or personal injury arising from negligence.

4. LOSS & DAMAGE:PRS shall only be liable for loss of, or damage to, a Consignment where it is proven that PRS acted negligently and without reasonable skill and care. Subject to Clauses 16.3 and 7 (Labelling and Packaging Criteria), PRS’s sole liability to Customer and Customer’s sole remedy from PRS is the repair/replace remedy (hereinafter referred to as the ‘Repair/Replace Remedy’) which shall be subject to the standard limits on liability set out this Clause 16 or those pertaining to the Parcel Protection referred to in Clause 17.

5. If the Items are considered reparable, and the repair costs are lower than the replacement costs, then We are only liable for the repair costs i.e. the lower cost option.

6. Any compensation payable for loss or damage shall be limited to the value of the repair costs of the Item(s) damaged or, if they are lost or damaged beyond repair, the lowest of:

   • their replacement cost, taking account of depreciation for wear and tear; and,

   • where You are selling the Items, the actual wholesale value of the Item(s) at the time of collection, not the resale price (not for any sums that would amount to profit on the Consignment or applicable value added tax (or like tax) on such profit).

7. In no circumstances shall PRS’s total maximum liability arising under or in connection with a whole Consignment exceed the value of fifty pounds (£50.00)

   and subject always to the Service Terms herein, whether in contract, tort (including negligence), breach of statutory duty or otherwise.

8. For the avoidance of doubt, We make no warranty and hereby expressly disclaim any liability to You in respect of the Repair/Replace Remedy or otherwise and You agree that You have no claim against PRS in connection with any Losses incurred or suffered by You due to:

   • latent or inherent defect, vice or natural deterioration of Items;

   • it containing Prohibited Items or Excluded Items;

   • it containing tickets, or tickets which are exchangeable for goods or services (including without limitation, airline tickets, vouchers or tickets for any mode of transportation);

   • delays in delivery caused by adherence to PRS policies e.g. to provide a POD;

   • damage in transit or in handling inherently fragile Items or oversized Packages;

   • Customer's failure to adhere to Labelling and Packaging Criteria; or

   • PRS’s failure or inability to attempt to contact Customer in respect of inaccurate or incomplete PRS Documentation including a Valid Address for the Collection Point and/ or the Delivery Point and no, or insufficient, declaration of, and payment of, Charges, in particular, Surcharges and Additional Surcharges i.e. duties and taxes necessary to transport a Consignment. due to the acts, omissions and conduct of any third party users in connection with or otherwise related to Your use of the Portal and/ or the Interactive Services;

   • Your failure to submit a Claim within the Claim Time Limits set out in Clause 18.3;

   • the Registration Information You input into Your PRS Registration Form (or when applying for a PRS Credit Account or at any time thereafter) is inaccurate or incomplete;

   • Your failure or inability to use the Interactive Services or any Portal functionality at any point in time, or,

     where the Portal is unavailable at any time for any period;

   • any changes which PRS may make to the Interactive Services, or for any permanent or temporary cessation in the provision of the Interactive Services (or any features within the Interactive Services);

   • the deletion of, corruption of, or failure to store, any UGC and other communications data maintained or transmitted by or through Your use of the Interactive Services;

   • any errors or omissions in our Portal or in relation to any reliance placed by You on any content on the Portal or accuracy thereto;

   • any unauthorised access or loss of Personal Data that is beyond our control; and,

   • the availability of third party portals or resources, or as a result of any reliance placed by You on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such webportals or resources.

   • You have (and will continue to have whilst the UGC remains posted on the Portal) all necessary licences, rights, consents, and permissions which are required to enable PRS to use or display Your UGC in the manner contemplated by the terms of the IP Licences granted in Clause 3 and You are happy to share Your UGC with the PRS Network as the case may be;

   • Your non-compliance with all applicable laws, Codes of Practice and Legislation;

   • Your breach of Your obligations under this Agreement due to Your act, omission, default or Your failure to comply with any of Your obligations under this Agreement;

   • Your posting or uploading of any UGC which contains material which is unlawful for You to possess, or which it would be unlawful for PRS to use or possess in connection with the provision of the Interactive Services;

      

     	failure	to keep
     Your PRS Login	details	secure and
     confidential.

     • Your

9. In order to ascertain the extent of our liability, We shall require proof of the

   value and weight of the entire Consignment, proof or purchase of the item (if purchase proof cannot be provided, then another suitable proof e.g. a web link to a website selling the Item) and any part or parts of it which make it up. You must ensure that, prior to our collection of the Consignment, You have retained a record of these to support Your Claim. Once the extent of the damage is ascertained, We reserve the right to request that Customer obtains a quote for the repair, or We may obtain a quote ourselves.

10. If only part of a Consignment is damaged or lost, We will only be liable for the part which is damaged or lost which shall be pro-rated down to represent the proportion that the actual value of that part of the Consignment bears to the actual value of the whole Consignment.

11. If a Claim is settled for replacement of the damaged Items in a Consignment, We are entitled to take ownership of the damaged Items whereupon We shall be responsible for the recovery cost of the Consignment.

12. Where the Convention Rules apply to carriage of a Consignment, the liability of PRS to Customer shall be governed accordingly.

13. Customer shall indemnify and hold harmless PRS on demand, and shall keep PRS fully and effectively indemnified against any and all Losses incurred by or asserted against PRS, arising due to the act, omission, default of Customer or Customer’s failure to comply with any of its obligations under this Agreement (including in particular, those relating to the IP Licences, the matters set out at Clauses 14.5, 14.10, 15.1 and 16.8 and the obligations to pay the applicable Charges) other than and to the extent that any losses arise directly from breach of these Service Terms by PRS or by PRS’s negligence).

14. Except as expressly set out in this Agreement, PRS gives no warranties and excludes all other express or implied terms, conditions and warranties to the fullest extent permitted by law.

15. Subject to Convention Rules, no action arising out of or in connection with this Agreement may be brought by the Client more than eight (8) months from delivery of the Items or, in the case of non-delivery, within eight (8) months from the scheduled date for delivery.

 

 

15. FREIGHT PROTECTION

 

 

1. Where available and where requested by Customer, PRS may arrange Freight Protection for the loss of, or damage to, a Consignment. Customer shall be solely responsible for the payment of the premium as set out here.

2. Freight Protection entitles you to claim for the stated value if Your Items are lost or damaged in transit. Notwithstanding this, if you declare a different value on Your AWB which is lower than the value of the Parcel Protection purchased by You, in the event that a Claim ensues, the upper limit of the value of any potential Claim shall be the lower of the sum declared on the AWB or the sum pertaining to the chosen Parcel protection. For the avoidance of doubt, the value declared in both instances should be the same.

3. In the case of damage, it does not cover:

   • Damage to any exterior Packaging;

   • Items not packaged in accordance with our Labelling and Packaging Criteria at Clause 7 and on our Portal;

   • Prohibited Items; and,

   • Excluded Items.

4. Miscellaneous:

   • The maximum Freight Protection per carriage is twenty thousand pounds

     (£20,000.00). Notwithstanding this, if You require a higher maximum level of Freight Protection than that stated here, please Contact Us In Writing with all the details and We shall endeavour to provide you with a competitive quote.

5. It is Customer’s responsibility to either seek Freight Protection through PRS (where available) or make its own parcel protection arrangements in such sums and against such risks as it deems appropriate if Customer is not satisfied with PRS’s limits on liability under this Agreement.

6. PRS shall otherwise be deemed to have limited liability for the Consignment and any Claims shall be subject to limits on liability stated in Clauses 14 - 16.

7. Customer hereby waives all rights of subrogation which might otherwise exist under any Freight Protection held by Customer with protection in excess of any Claim in excess of the liability limits in this Agreement.

8. If you’re shipment contains other freight; our liability is on a pro-rata basis. If for example you purchase £10,000 of Freight Protection for a shipment, and send 2 parcels, you are purchasing

£5,000 of Freight Protection for each parcel. If You require a higher maximum level of Freight Protection than that stated here, please Contact Us In Writing.

 

 

16. COMPLAINTS & CLAIMS

 

 

1. PRS tries to meet the highest standards when providing the Portal and the Interactive Services. We take any Complaints We receive about this very seriously. We encourage people to bring any Complaints to our attention and We welcome any suggestions for improving our procedures. We will try and solve any disagreements quickly and efficiently. If You are not happy with the way PRS deals with any Complaint, and You wish to take court proceedings, You must do this within England. Relevant English law will apply to this Agreement.

2. All Claims in respect of loss or damage to a Consignment must comply with the procedure for Claims and must be set out on a Claim Form which You must request from us in writing.

3. All Claims must be received in writing by PRS within 14 days of the date of delivery in the case of damage, and within 30 days of the collection date, in the case of loss (‘Claim Time Limits’). Should Customer fail to comply with the Claim Time Limits specified in this Clause, You release PRS from all claims, demands and damages (actual and consequential and direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the potential Claim to the fullest extent permitted by law.

4. Notwithstanding the fact that a Claim is submitted in compliance with the procedure for Claims and within the Claim Time Limit, We are not obliged to act on any Claim (whether submitted by a PRS Credit Account holder or otherwise)

   until our Charges have been paid in full which shall not be retrospective.

5. Where the Claim is in respect of damage, in order for us to consider a Claim, the Items along with the original packaging should be made available to us for inspection.

6. Where the Claim is in respect of loss, You must grant PRS a search window of up to thirty (30) days where an agreed time limit was in force in respect of the relevant PRS Services, or sixty (60) days where no time limit was agreed which shall run from the date You notified us in writing of the loss i.e. non-delivery.

7. Where the Claim is in respect of Damage, note the following:

   • Where exterior packaging is discovered damaged upon delivery at the Delivery Point, Customer must procure that Consignee signs for the Consignment as ‘exterior packaging damaged’. Customer is advised to further procure that Consignee undertakes an inspection of the Items inside the Consignment at the Delivery Point and expressly signs for the Consignment Items as ‘damaged’ or ‘not-damaged’. It is acknowledged that this is not always going to be practicable, however, it is advisable to support any Claim that may ensue.

   • In the event that the Items are found to be damaged at the Delivery Point upon inspection by Consignee and it is further held that the Items have been Correctly Packaged in accordance with Clause 7, Consignee is advised to sign for such Items as ‘damaged’, evidence of which shall go to support the Claim in respect of damage in transit.

   • If in the case as set out at 16.7(b), PRS, in its sole discretion and after a full investigation declares that Customer is in breach of its obligations in respect of Clause 7, Your Claim is likely to be unsuccessful albeit filed within the Claim Time Limit.

   • In the event that the Items are found to be damaged by Consignee at a later point but still within the Claim Time Limit, PRS shall consider any Claim that may ensue but such Claim will not have the support of an inspection having been duly carried out by Consignee as referred to in Clause 16.7(b).

   • All Claims for damage will go through a full investigation and must be brought within the Claim Time Limit. Failing which, You shall forfeit any chance to submit a Claim.

   • If Consignee refuses to, or fails to, declare the state of the exterior packaging upon receipt of delivery at the Delivery Point, then notwithstanding the actual state of the Packaging, the Items therein shall be deemed to be ‘not damaged’.

   • If Consignee inspects the Consignment subsequent to the Items having been moved to another location by Consignee or under Consignee’s direction, or having been unpacked from their original Packaging, such actions may invalidate PRS’s cover conditions and therefore Your ability to file a Claim if damage to the Items is subsequently reported albeit within the Claim Time Limit. You acknowledge that due to standard industry cover conditions, the act of moving the duly delivered Consignment in this way. You are advised to inspect the state of the Items prior to this to ensure that any Claim for damaged Items will not be invalidated.

 

 

17. CONTENT ON THE PORTAL

 

 

With the exception of UGC submitted to the Portal by You, all other content and the selection and arrangement of such content on the Portal is either owned by or licensed to PRS (‘Content’), and is subject to copyright, trade mark rights, and other intellectual property rights of PRS and PRS’s licensors. Such Content is protected by UK copyright laws and international laws. Any third party trade or service marks present on Content not uploaded or posted by You are trade or service marks of their respective owners. Such Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of PRS or, where applicable, PRS’s licensors. PRS and its licensors reserve all rights not expressly granted in and to their Content.

 

 

18. COPYRIGHT LICENCE

 

We will terminate the privileges of any PRS User who uses this Portal to unlawfully transmit copyrighted material without a licence, express consent, valid defence or fair use exemption to do so. In particular, PRS Users who submit UGC to this Portal must ensure that the UGC they upload does not infringe the copyrights or other rights of third parties (such as privacy or public rights). After proper notification by the copyright holder or its agent to us, and confirmation through court order or admission by the PRS User that they have used this Portal as an instrument of unlawful infringement, We will terminate the infringing PRS User’s rights to use and/or access this Portal.

 

 

19. GENERAL RESTRICTIONS ON USE

 

 

Subject to the following stated restrictions, PRS grants You permission by way of a licence to access and use the Portal and the Interactive Services. You may view Portal pages, download Portal pages (for caching purposes only) and print Portal pages (excluding Portal images) and retain a copy of the same solely for the use for which they were intended. You agree that Your failure to adhere to any of these restrictions shall constitute a breach of this licence on Your part. You agree:

 

1. not to sell, license, rent, distribute or otherwise exploit any UGC or Content for any other purposes without the prior written consent of PRS or the respective licensors of the UGC or the Content;

2. not to post, frame, deep link, publish, reverse engineer or modify or make any derivative works of any part of or parts of the Portal or the Interactive Services, including but not limited to any UGC or Content, in any medium without PRS’s prior written authorisation, unless PRS makes available the means for such activity through the functionality offered by the Interactive Services;

3. not to alter or modify any part of the Portal or any of the Interactive Services or use the same in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

4. not to access UGC or Content through any technology or means other than the Portal itself or such other means as PRS may explicitly designate for this purpose;

5. not to access or attempt to access the PRS Accounts of other PRS Users or penetrate or attempt to penetrate PRS’ security measures;

6. not to (or attempt to) circumvent, disable or otherwise interfere with any security related features of the Portal or the Interactive Services or features that (i) prevent or restrict use or copying of UGC or Content; or, (ii) enforce limitations on the use of the Interactive Services or the accessible UGC or Content;

7. not to use any area of the Portal or the Interactive Services for any non-permitted commercial purposes. You must obtain our prior written consent to make commercial offers of any kind, whether by advertising, marketing, solicitations, links, or any other form of communication which is deemed unwarranted in accordance with these Service Terms. We will investigate and take appropriate legal action against anyone who breaches this provision, including without limitation, removing the offending communication from the Portal and barring anyone breaching this provision from future use of the Portal and the Interactive Services. We reserve the right to block access to this Portal with respect to any PRS User who is known or reasonably believed to be (or is associated with any person who is known or reasonably believed to be) acting unlawfully, or breaching these Service Terms, or infringing PRS’s rights. Breaching any terms on the Portal will be deemed to be a breach of this Agreement;

8. not to use the Portal to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;

9. not to conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to any PRS User of the Portal or the Interactive Services; or,

10. not to unlawfully place an Order or access a PRS Account of a PRS User on behalf of another.

 

21. AVAILABILITY AND SECURITY OF THE PORTAL

 

 

PRS does not warrant the validity and accuracy of information on the Portal or the Interactive Services or that the Portal is kept up-to-date. The Portal and its content and the Interactive Services are delivered on an ‘as-is’ and ‘as-available’ basis. PRS shall use reasonable endeavours to ensure that the Portal, the Interactive Services and any information it holds on You are kept secure. However, due to the nature of the internet, PRS does not represent or warrant to You that:

 

1. Your use of the Portal and/ or the Interactive Services will be uninterrupted, timely, secure or free from error at all times, nor that it will provide specific results from use of the Portal or any UGC or Content, search or link on it;

2. Your use of the Interactive Services will meet Your requirements;

3. any information obtained or downloaded by You as a result of Your use of the Interactive Services will be accurate, reliable or free of viruses or contamination or destructive features;

    

4. there will not be any defects in the operation or functionality of any software provided to You as part of the Interactive Services; and,

5. those who intentionally attempt to and/or gain unauthorised access to the same by means such as, without limitation, computer hacking will not be successful.

    

   20. PRIVACY AND CONFIDENTIALITY

    

   22. HYPERLINKS AND SEARCH RESULTS

    

    

   These Service Terms incorporate our Privacy Policy and Cookie Policy by these references which apply in full to Your use of the Portal and the Interactive Services.

   The Portal may contain hyperlinks or produce search results that reference or link to third party portals throughout the World Wide Web. These are provided for Your ease of reference only and PRS does not endorse such portals or accept any responsibility for the content of such portals and cannot therefore guarantee, represent or warrant that the content contained in the portals is accurate, legal and/or inoffensive or that they will not contain viruses or otherwise impact Your computer. By using

    

   23. TERM, SUSPENSION AND TERMINATION

    

    

   25. ASSIGNMENT

    

   the Portal to search for or link to another portal, You agree and understand that You may not make any claim against PRS for any damages or losses, whatsoever, resulting from Your use of the Portal to obtain search results or to link to another portal. PRS advises You to read the terms and conditions including the privacy, cookie and other website policies of any other website that You visit.

   Services and supersedes any prior representations, inducements or agreements relating to its subject matter. Should the courts strike-out as invalid or unenforceable or otherwise alter any part of the terms constituting the Licence, the remaining terms shall remain valid and in force.

    

    

   This Agreement including the IP Licences shall remain in full force and effect unless terminated by You or by PRS.

    

   1. You acknowledge that PRS has no obligation to monitor any UGC or other Content provided by PRS Users. You further understand and agree that in PRS’s sole discretion, and without prior notice, PRS may terminate this Agreement with You by denying You access to Your PRS Account and the PRS Services and may therefore choose to suspend or terminate Your access to the Portal and the Interactive Services at any time or exercise any other remedy available to it and modify or delete any unauthorised UGC, if PRS believes that the UGC You provided has violated or is inconsistent with the IP Licences or violated the rights of PRS or a PRS User. You are solely responsible for and bear the legal risk associated with such UGC anywhere in the world.

   2. PRS may release PRS User information if required by law, or if the information is necessary or appropriate to release to deal with an unlawful or harmful activity.

   3. You agree that monetary damages may not provide a sufficient remedy to PRS for violations of this Licence and You consent to injunctive or other equitable relief for such violations.

       

      24. ENTIRE AGREEMENT/ SEVERABILITY

       

   4. You acknowledge and agree that to improve the Portal and/ or the Interactive Services, PRS may stop (permanently or temporarily) providing the Interactive Services (or any features within the Interactive Services) to You generally at PRS’s sole discretion, without prior notice to You.

This Licence shall be personal to You and You may not assign, transfer or delegate all or any of Your rights and obligations, without PRS’s prior written consent. PRS reserves the right to assign or transfer all or any of its rights and obligations under this Licence to any companies in the same group as PRS or other third party. In the event of assignment or transfer, notification will either be given to You by e-mail or posted on the Portal.

 

 

26. NO WAIVER

 

 

Failure by either PRS or You to exercise or enforce any right conferred shall not be deemed to be a waiver of any such right nor operate so as to bar that exercise or enforcement thereof or of any other right on any later occasion.

 

 

27. THIRD PARTY RIGHTS

 

 

 

28. LAW AND JURISDICTION

 

You may enforce the terms of this Licence in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999 (the ‘Act’). Except as provided above, this Licence does not create any right enforceable by any person who is not a party to it under the Act, but does not affect any right or remedy that a third party has which exists or is available apart from that Act.

 

 

This Agreement incorporates the Privacy Privacy     Policy and the Cookie Policy which together constitutes the entire agreement between You and PRS in relation to Your use of the Portal and/ or the Interactive

All of the terms in this Licence are governed by English Law and any disputes arising in relation to this Licence and/or the Portal are subject to the exclusive jurisdiction of the English Courts.