B2E LIMITED
TERMS AND CONDITIONS OF SUPPLY OF WEBSITE SERVICES
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY THEY SHALL APPLY TO THE CONTRACT BETWEEN US.
You should print off a copy of these terms and conditions ("Conditions") for future reference.
By clicking on the button marked "I Accept" at registration you acknowledge that you have read and agree to be bound by and comply with these Conditions. Please understand that if you refuse to accept these Conditions, you will not be able to submit a request for the supply of the Website Services.
1 Definitions and interpretation
1.1 The following definitions apply in these Conditions unless the context otherwise requires:
"B2E" means B2E Limited of 23 Wharfedale Drive, Ilkley, LS29 8QB (Company No. 6679102);
"Cargo" means the Customer's specific item(s) in respect of which a price for Cargo Services is to be provided via the Website, including without limitation the type and number of items to be transported and delivered and the dimensions and weight of such item(s);
"Cargo Services" means services relating to the collection, transportation and delivery of the Cargo in respect of which the Customer is seeking information via the Website;
"Carrier" means the person, firm or company who requests the Website Services from B2E;
"Carrier Information" means information supplied by the Carrier to B2E relating to the Carrier, the Cargo Services it provides, any accreditations or awards which the Carrier posses, the Carrier's pricing structure in respect of its Cargo Services, cargo restrictions, excluded items, any caveats or special terms in respect of its Cargo Services and any other information which the Customer would reasonably need to know in respect of the Cargo Services and/or requested by B2E for the purpose of the Website;
"Top 10 Listing" means a listing on the Website generated from a Customer Search where the Carrier features in the top 10 carriers listed, including without limitation where the listing is sorted on the basis of alphabetical order, cost, transit time, carrier rating, CO2 efficiency or on any other basis offered on the Website to the Customer;
"Content" means any information, content or material displayed and/or accessible on the Website including but not limited to words, pictures, marks and prices;
"Contract" means the contract for the Supply of Website Services formed by B2E's acceptance (which however made or communicated, shall be deemed subject to these Conditions) of the Carrier's Request for Website Services;
"Customer" means a registered user of the Website;
"Customer Search" means a search conducted by the Customer on the Website in respect of a specific piece of Cargo, including without limitation specific details of the Cargo to be carried and the address and time for collection and, where applicable, delivery of the Cargo;
"Intellectual Property" means all intellectual property rights including, without limitation, patents, designs, copyright, trade marks, database rights, rights in and to confidential information and know-how (whether such rights are registered or capable of registration and including all applications and rights to apply) and any rights analogous to the same subsisting anywhere in the world at any time;
"Listing Fee" means the fee displayed on the Website (as varied from time to time in accordance with clause 4.5) payable by the Carrier to B2E in respect of each Top 10 Listing;
"Registration Form" means the registration form on the Website completed by the Carrier and used to submit a Request for Website Services from the Carrier to B2E for the provision of the Website Services;
"Request for Website Services" means the request for Website Services submitted by the Carrier to B2E using the Registration Form;
"Website Services" means the inclusion of the Carrier's details on a non-exclusive basis on the Website by B2E;
"Trade Mark" means any of the Carrier's trade name(s) and/or trade mark(s), in each case whether registered or unregistered; and
"Website" means B2E's website at www.cargo-solv.com.
1.2 In these Conditions, unless the context otherwise requires:
(a) a reference to any statute, statutory provision or subordinate legislation shall be construed as including a reference to that enactment as re-enacted, replaced or modified from time to time, whether before, on or after the date of these Conditions;
(b) references to a "clause" or "schedule" are to a clause of or a schedule to these Conditions;
(c) words in the singular include the plural and vice versa and words of any gender include every other gender and references to legal persons shall include natural persons and vice versa; and
(d) the headings and contents table are inserted for convenience only and shall be ignored in the interpretation of these Conditions.
2 The Contract
2.1 The Contract shall commence on the date of acceptance by B2E of the Carrier's Request for Website Services and (subject to the provisions for termination set out below) shall continue until terminated by either party giving the other not less than 1 week's prior written notice ("Term").
2.2 Any request for the provision of the Website Services by the Carrier shall, unless otherwise agreed, be through the submission of a Registration Form to B2E.
2.3 B2E will acknowledge the Carrier's Request for Website Services by email at the time the Carrier submits a Request for Website Services via the Website by completing the Registration Form. Please note this does not mean that the Carrier's Request for Website Services has been accepted. The Contract shall be deemed to have been entered into upon receipt by the Carrier of B2E's written confirmation that it has accepted the Carrier's Request for Website Services or when B2E commences supply of the Website Services, whichever occurs earlier.
2.4 All Website Services are supplied subject to these Conditions and these Conditions shall be the sole terms and conditions applicable. Terms and Conditions on the Carrier's order form or other similar document shall not be binding on B2E and by submitting a Request for Website Services the Carrier shall indicate unqualified acceptance of these Conditions.
3 Supply of the Website Services
3.1 B2E shall supply the Website Services to the Carrier for the Term using reasonable skill and care.
3.2 Whilst B2E shall use reasonable endeavours to keep the Website available at all times no warranty is given by B2E that the Website will be continuously available or have an internet presence at all times and B2E shall not be responsible or liable in any way for any costs, losses, damages or inconveniences caused by the Website at any time being unavailable.
3.3 B2E does not represent or warrant that the Website (including without limitation any Content) is reliable, complete, current or error-free or that it is free of viruses or other harmful components and B2E accepts no liability in respect of such.
3.4 Access to and use of the Website (including without limitation any Content) is at the Carrier's own risk. B2E does not warrant that the use of the Website or any Content or any material downloaded from it will not cause damage to any property, including but not limited to loss of data or computer virus infection. B2E accepts no liability for viruses.
3.5 The Website is compiled on the basis of information given to B2E by third parties and is provided on an "as is" basis. No warranty or representation is given, whether express or implied, as to the accuracy or completeness of the Website or any part thereof including without limitation any Content.
3.6 B2E gives no warranties or guarantees as to the accuracy or completeness of any carrier listing generated on the Website, including without limitation any Top 10 Listing, and the Carrier acknowledges and agrees that B2E shall be in no way responsible or liable in the event that the Carrier is incorrectly featured or not featured in a Top 10 Listing due to any act or omission of B2E and/or any inaccuracy or non-completeness of the Website and/or the Database (as defined in clause 5.1(b)(ii)).
3.7 B2E may at its discretion, suspend the Carrier's access to and/or listing on the Website or any part thereof, at any time, on either a temporary or permanent basis including without limitation, in the event that B2E reasonably believes that its Carrier Information does not comply with clause 5.1(d).
4 Prices and payment
4.1 Subject to clause 4.2 below, the Carrier shall pay the Listing Fee to B2E in respect of each Top 10 Listing resulting from an Original Customer Search (as defined in clause 4.2).
4.2 In the event that a Customer conducts a Customer Search which results in a Top 10 Listing (the "Original Customer Search"), the Carrier shall be liable to pay the Listing Fee in respect of such Top 10 Listing but shall not be liable to pay a further Listing Fee to B2E in respect of any Top 10 Listing generated from an identical Customer Search using the same shipment details but performed within a period of 28 days from the date of the Original Customer Search. For the avoidance of doubt, where a Customer repeats a Customer Search using the same shipment details but more than 28 days after the date of the Original Customer Search, the search will be considered an Original Customer Search and a Listing Fee will be payable where a Top 10 Listing is generated.
4.3 B2E shall submit an invoice to the Carrier on a Monthly basis in respect of the total Listing Fee payable by the Carrier in respect of the relevant month except that where the total Listing Fee payable by the Carrier in respect of 1 month is less than £5, B2E shall not issue an invoice and the value payable shall roll over onto the following month and this shall continue until the total Listing Fee payable by the Carrier is £5 or more, whereupon B2E shall issue an invoice for the total Listing Fee owing over the relevant unpaid for period and such sum shall be payable in accordance with clause 4.4 below.
4.4 Carrier shall set up a monthly direct debit to B2E which shall be payable to B2E's nominated account in respect of the total Listing Fee payable by the Carrier in respect of the relevant month or other period as applicable in accordance with clause 4.3 above. Such direct debit shall be from a bank account with a bank of repute based in the United Kingdom. The Carrier acknowledges and agrees that such direct debit payments are to be made within 14 days of the date of invoice.
4.5 The Carrier acknowledges and agrees that B2E shall be entitled at its discretion to increase the Listing Fee at any time by giving the Carrier 1 months' written notice. For the purposes of this clause 4.5, written notice shall include publication of the increased Listing Fee on the Website.
4.6 Without prejudice to any other right or remedy that it may have, if the Carrier fails to pay B2E on the due date by way of cancellation of direct debit or otherwise, B2E may:
(a) charge interest on such sum from the due date for payment at a rate of 4% above base rate of HSBC Bank plc as applying from time to time accruing on a daily basis and being compounded monthly until payment is made, whether before or after any judgment; and/or
(b) suspend all Website Services until payment has been made in full.
4.7 The Carrier shall make all payments due to B2E under a Contract in full without any deduction whether by set-off, counterclaim, discount, abatement or otherwise.
4.8 No payment shall be deemed received until B2E has received cleared funds.
4.9 All sums payable to B2E under a Contract shall become due immediately on its termination, despite any other provision and without prejudice to any right to claim for interest under the law, or any such right under the Contract.
5 Carrier Information and Content
5.1 The Carrier acknowledges and agrees that:
(a) in order for a Top 10 Listing on the Website to be correct, the Carrier must promptly provide B2E with the Carrier Information;
(b) it shall be fully responsible for the;
(i) accuracy and completeness of all Carrier Information;
(ii) input of all Carrier Information into the Website's Cargo Services database (the "Database"); and
(iii) management and updating of the Carrier Information in the Database;
(c) the Carrier Information shall not contain any confidential information of the Carrier or of any of the Carrier's clients and all Carrier Information provided to B2E shall be approved for public disclosure;
(d) subject to clause 5.3 below, it shall ensure that any and all Carrier Information shall at all times be up to date, honest and accurate and shall comply with all applicable legislation as applying from time to time; and
(e) subject to clause 9.3, B2E shall have no liability to the Carrier or any third party in respect of any Carrier Information.
5.2 Where a Contract is entered into under clause 2.3 above, the email address provided by the Carrier during the registration process will constitute the Carrier's user name for the purpose of accessing the Database and the Courier will need to choose a password for this purpose ("Access Information"), so as to enable the Carrier to monitor, vary and update its Carrier Information as displayed on the Website from time to time in accordance with these Conditions.
5.3 If for any reason the Carrier Information or any part thereof changes at any time or is required to change in order to comply with clause 5.1(d) above, the Carrier shall update or procure that such Carrier Information is updated in the Database within 24 hours of such change taking effect.
5.4 Each party acknowledges and agrees that where the Carrier provides Cargo Services to the Customer:
(a) the Customer shall be entitled to rate the service it receives from the Carrier and this rating and any comments may be used by B2E to generate a score rating in respect of the Carrier which may be used and displayed on the Website (a "Score Rating");
(b) the Carrier shall be entitled to comment on any Customer rating provided to B2E which relates directly to the Carrier, including without limitation informing B2E of any mitigating circumstances and any act or omission of the Customer which may have contributed to the Customer's Cargo experience;
(c) B2E shall at its discretion take into consideration any comments made within a reasonable period of time by the Carrier in respect of a Customer's feedback when determining the Carrier's Score Rating; and
(d) B2E shall determine the Score Rating at its sole discretion and the Carrier acknowledges and agrees that it has no recourse, claim or appeal against the Score Rating given by B2E.
5.5 Where B2E deems it reasonably appropriate and practicable, B2E shall consult with the Carrier prior to amending or otherwise varying any Content regarding a Courier's Score Rating and/or its Carrier Information but the Carrier acknowledges that B2E shall at all times have the right but not the obligation to vary any Carrier Information or other Content at any time without reference to the Carrier where B2E, in its reasonable opinion, deems it necessary or appropriate.
5.6 B2E shall be entitled at any time to remove or amend at its discretion any Content either temporarily or permanently.
6 Cargo Services
6.1 Where a Customer Search generates a Top 10 Listing and the Customer wishes to confirm details of the Cargo Service available, the Website will generate an email to the Carrier setting out details of the Cargo, the Customer Search criteria and the Customer's contact email address, along with the price and any other information displayed to the Customer via the Website in relation to the Top 10 Listing. Within 12 hours of the Website sending the email to the Carrier, the Carrier shall respond to the Customer by email confirming the actual price for the Cargo Services based on the Customer's Search criteria and stating how long the price shall be valid for, the Carrier's terms and conditions for provision of the Cargo Services and any other information which might affect the Cargo Services and/or the price which the Customer may reasonably require.
6.2 The Carrier acknowledges and agrees that
(a) B2E does not vet or perform any checks on a Customer, including without limitation the identity, credit-worthiness and/or address of a Customer;
(b) in the event that the Carrier is to provide Cargo Services to the Customer:
(i) the contract for the supply of such Cargo Services shall be as agreed between the Carrier and the Customer (the "Cargo Contract"). For the avoidance of doubt, B2E shall not be a party to any such Cargo Contract and shall not handle or receive any monies from the Customer in respect of any such Cargo Contract; or be liable for any costs, losses, damages and/or expenses incurred by the Carrier under such Cargo Contract; and
(ii) B2E shall be in no way liable or responsible for any act or omission of the Customer and it shall be the Carrier to perform all and any checks it may require before entering into a cargo Contract or any other arrangement with a Customer.
7 Third Party Websites
7.1 The Carrier acknowledges and agrees that:
(a) the Carrier's inclusion in the Website is on a non-exclusive basis and the Website may include details of other third parties, including without limitation, third party individuals and firms that provide cargo services ("Third Party Carriers"); and
(b) the Website may contain links to the Carrier's website(s) (the "Carrier Website") and to third party websites, including without limitation websites of Third Party Carriers ("Third Party Websites").
(c) B2E shall not be responsible or liable, directly or indirectly for the accuracy, content, timeliness, completeness, legality, reliability, quality, suitability or decency of any information, advice, content, service, product or merchandise contained within the Carrier Website or in any Third Party Website or in any website linked to either of the aforementioned; and
(d) if the Carrier Website is linked to the Website, it shall not contain or display any material or other content, whether audio or visual which:
(i) is in any way offensive, harmful, unpleasant, inappropriate, threatening, fraudulent, defamatory, abusive, discriminatory, false, libellous, unreliable, misleading, harassing, intimidating, infringing, obscene, unlawful or otherwise objectionable; or
(ii) infringes any third party's rights including, without limitation, the Intellectual Property rights of any third party.
8 Intellectual Property
8.1 The Carrier:
(a) hereby grants B2E a fully paid up, royalty free, non-exclusive licence to use the Trade Mark and the Carrier Information on and in relation to the Website for the Term; and
(b) warrants to B2E that:
(i) the Carrier has the right and authority to grant the licences detailed in clause 8.1(a) above; and
(ii) B2E's use of the Trade Mark and/or the Carrier Information shall not infringe any third party's Intellectual Property or other proprietary rights.
8.2 Subject to clause 8.1 above, the Carrier acknowledges and agrees that all Intellectual Property rights in or relating to B2E or its business, its clients and customers, the Website or any part thereof belongs to B2E or its licensors as applicable, including without limitation all and any copyright in the Website and database rights in the Database. Except as expressly set out in these Conditions, nothing said or done by either party shall constitute a transfer of such rights.
8.3 The Carrier shall not and shall not attempt or assist any third party to:
(a) disassemble, decompile, reverse engineer or create derivative works based on the whole, or any part, of the Website (including without limitation the Database) nor attempt to do any such things; and
(b) adapt, reproduce, publish, upload, extract, alter, store, post, redistribute, reutilise, retransmit or broadcast, all or any of the Website or any part thereof including without limitation any trade marks, copyrighted material or other Intellectual Property constituting Content, without B2E's express permission. However, the Carrier shall be permitted to download and print out pages from the Website for the sole purpose of viewing for its own personal information.
8.4 In the event that the Carrier, at any time, becomes aware or reasonably suspects that the Website or any part thereof infringes any third party rights (an "Infringement") and/or becomes aware of any actual or suspected infringement by a third party of any Intellectual Property in the Website or any part thereof, the Carrier shall notify B2E of such in writing as soon as reasonably practicable and shall, upon B2E's request, provide all such assistance as B2E may reasonably require in respect of handling such matter.
8.5 In the event of an Infringement, B2E shall be entitled at its own expense and option either:
(a) to make such alterations, modifications or adjustments to the Database and/or the Website as appropriate so that the Website becomes non-infringing; or
(b) to terminate the Contract forthwith.
8.6 B2E shall have no liability to the Carrier in relation to any Infringement in respect of which the Carrier has failed to comply with clause 8.4 or if the same results from any breach of the Carrier's obligations under the Contract.
9 Liability
9.1 This clause 9 sets out the entire financial liability of B2E (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Carrier in respect of any breach of the Contract; any use made by the Carrier of the Website Services or any part of them; and any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
9.2 Except as expressly set out in the Contract, all warranties, conditions and other terms implied by statute or common law or otherwise are, to the fullest extent permitted by law, excluded from the Contract.
9.3 Nothing in the Contract limits or excludes the liability of either party for death or personal injury resulting from negligence; or for any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party.
9.4 Subject to clauses 9.2 and 9.3 above:
(a) B2E shall not be responsible or liable in any way in respect of any loss, damage, cost or expense incurred by the Carrier in connection with a Score Rating and/or a Customer;
(b) B2E shall not be liable for loss of profits; or loss of business; or depletion of goodwill and/or similar losses; or loss of anticipated savings; or loss of goods; or loss of contract; or loss of use; or loss or corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and
(c) B2E's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise shall be limited to:
(i) where the default occurs at any time between the Commencement Date and the date 12 months from the Commencement Date, to the total value of Listing Fee received by B2E from the Carrier from the Commencement Date up to the date of default or £1, whichever is the greater; or
(ii) where the default occurs any time after the date 12 months from the Commencement Date, to the total value of the Listing Fee received by B2E from the Carrier in respect of the 12 months preceding the month in which the default occurs or £1, whichever is the greater.
10 Confidentiality
10.1 The Carrier shall at all times keep secret and confidential all, technical or commercial know-how, specifications, processes, initiatives, business and trade secrets, methods of doing business, Intellectual Property, customer lists, Access Information and all other information of a confidential nature which have been disclosed to it or its agent by B2E or by B2E's employees, agents or sub-contractors and any other confidential information. The Carrier shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Carrier's obligations to B2E, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Carrier.
10.2 The above 10.1 shall not apply to confidential information which:
(a) is in the public domain or is already lawfully known to the Carrier at the time of disclosure; or
(b) subsequently comes lawfully into the Carrier's possession from a third party; or
(c) subsequently enters the public domain otherwise than as a result of unauthorised disclosure by the Carrier or any third party.
10.3 This clause 10 shall survive termination of the Contract, however arising.
11 Termination
11.1 B2E may terminate the Contract at any time by giving the Carrier 1 week's written notice.
11.2 B2E may terminate the Contract immediately if it discovers or reasonably suspects that:-
(a) the Carrier's Information is not up to date and/or contains material inaccuracies; or
(b) the Carrier or any of its employees has committed an act which brings the Cargo profession and/or B2E into disrepute.
11.3 Either of the Carrier or B2E may (without prejudice to any other rights) forthwith terminate the Contract by written notice to the other if the other party:
(a) commits a breach of the Contract which is not capable of remedy;
(b) commits a breach of any provision of the Contract which is capable of remedy and fails to remedy such breach within 30 days of receipt of a notice from the innocent party specifying the breach; or
(c) becomes bankrupt insolvent compounds with its creditors or shall have distress or execution levied upon its property or is wound up or goes into liquidation (except for the purposes of a bona fide reconstruction) or shall have a receiver administrative receiver or administrator appointed of the whole or any part of its assets or shall suffer the appointment of any similar person under the laws of its domicile.
11.4 The exercise of the rights granted under clause 11.1, 11.2 or 11.3 shall not prejudice or affect any right of action or remedy which may have already accrued or may accrue thereafter to either party.
12 Data Protection
12.1 For the purpose of this clause 12, the terms "Processing" and "process" have the meaning set out in section 1(1) of the Data Protection Act 1998.
12.2 The Carrier and B2E acknowledge that for the purposes of the Data Protection Act 1998 (the "DPA"), B2E is the Data Controller (as defined in section 1(1) of the DPA) and the Carrier is the data processor of any Personal Data (as defined in 1(1) of the DPA).
12.3 The Carrier shall process the Personal Data only to the extent, and in such a manner, as is necessary for the purpose of reviewing the shipment history of the relevant Customer in order to provide B2E with comments on the Customer's feedback in accordance with clause 5.4(b) above, and shall not process the Personal Data for any other purpose.
12.4 The Carrier warrants and undertakes that it shall at all times comply with all relevant data protection legislation, including without limitation the Data Protection Act 1998, and all instructions and directions of B2E from time to time.
13 General provisions
13.1 Each party on behalf of itself acknowledges and agrees with the other party that the Contract constitutes the entire agreement and understanding between the parties to the Contract and supersedes any previous agreement between them relating to the relevant Website Services (which shall be deemed to have been terminated by mutual consent). In entering into the Contract each party confirms that it has not relied on any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Contract. Nothing in the Contract shall operate to limit or exclude any party's liability for fraud or fraudulent misrepresentation.
13.2 The Carrier shall not assign or transfer in any way any of its rights or obligations without the prior written consent of B2E.
13.3 The Contract is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, anyone else and no third party has any right to enforce any of the terms of the Contract under the Contracts (Rights of Third Parties) Act 1999.
13.4 The parties intend each provision of the Contract to be severable and distinct from the others. If a provision of the Contract is held to be illegal, invalid or unenforceable, in whole or in part, the parties intend that the legality, validity and enforceability of the remainder of the Contract shall not be affected.
13.5 Delay in exercising, or failure to exercise, any right or remedy in connection with the Contract shall not operate as a waiver of that right or remedy. The waiver of a right to require compliance with any provision of the Contract in any instance shall not operate as a waiver of any further exercise or enforcement of that right and the waiver of any breach shall not operate as a waiver of any subsequent breach. No waiver in connection with the Contract shall, in any event, be effective unless it is in writing, and is duly signed by or on behalf of both parties.
13.6 Termination of the Contract for any reason shall not affect any rights or liabilities that have accrued prior to termination or the coming into force or continuance in force of any term that is expressly or by implication intended to come into or continue in force on or after termination.
13.7 The Contract and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales and each party irrevocably agrees to submit to the exclusive jurisdiction of the Courts of England and Wales to settle any dispute or claim that arises out of or in connection with the Contract.
14 B2E Contact Details
14.1 B2E Limited
Address: 23 Wharfedale Drive, Ilkley, LS29 8QB
Email: howard.mould@cargo-solv.com
