I-Fulfilment

Terms and Conditions

Below are our standard terms and conditions. For more information please contact us.

Background

Data Protection Amendment

Background

I-Fulfilment Ltd (“I-Fulfilment”) provides a portfolio of Logistic Service including but not exclusively Storage, Distribution, Mailing, Freight and Fulfilment Services to business clients (“Client). I-Fulfilment has skills, knowledge and experience in that field. These Terms and Conditions shall apply to the provision of services by I-Fulfilment to its clients.

1. Definitions and Interpretation

1.1

In these Terms & Conditions, unless the context otherwise requires the following expressions have the following meanings:
“Agreement Means the agreement entered into by I-Fulfilment and the Client incorporating these Terms and Conditions (or variation thereof agreed upon by both Parties) which shall govern provision of the Services;
“Agreement Means the agreement entered into by I-Fulfilment and the Client incorporating these Terms and Conditions (or variation thereof agreed upon by both Parties) which shall govern provision of the Services;
“Client” Means the party procuring the Services from I-Fulfilment who shall be identified in the Agreement;
“Fees” Means any and all sums due under the Agreement from the Client to I-Fulfilment, as specified in the Agreement;
“Services” Means the services to be provided by I-Fulfilment to the Client in accordance with Clause 2 of the Agreement and subject to the Terms and Conditions of the Agreement;

1.2

Unless the context otherwise requires, each reference in these Terms and Conditions to;
1.2.1. “writing”, and any cognate expression, includes reference to any communication effected by electronic or facsimile transmission or similar means;
1.2.2. a statute or provision of a statute is a reference to that statute or provision amended or re-enacted at the relevant time;
1.2.3. “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time;
1.2.4. a Clause or paragraph is a reference to a Clause of these Terms and Conditions or to a clause of the Agreement, as appropriate; and;
1.2.5. a “Party” or the “Parties” refer to the Parties to the Agreement;

1.3

The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions;

1.4

Words imparting the singular number shall include the plural and vice versa;

1.5

References to gender shall include the other gender;

1.6

References to persons shall include corporations;

2. Provision of the Services

2.1

With effect from the commencement date, I-Fulfilment shall, throughout the Term of the Agreement, provide the services to the Client.

2.2

I-Fulfilment shall provide the Services with reasonable skill and care, commensurate with prevailing standards in the Logistics sector including but not exclusively Storage, Distribution, Mailing, Freight and Fulfilment business in the United Kingdom

2.3

I-Fulfilment shall act in accordance with all reasonable instructions given to it by the Client provided such instructions are compatible with the specification of Services provided in the Agreement.

2.4

I-Fulfilment shall be responsible for ensuring that it complies with all statutes, regulations, bye-laws, standards, codes of conduct and any other rules relevant to the provision of the Services.

2.5

I-Fulfilment may, in relation to certain specified matters related to the Services, act on the Client’s behalf, such matters shall not be set out in the Agreement but shall be agreed between the Parties as they arise from time to time.

2.6

I-Fulfilment shall use all reasonable endeavours to accommodate any reasonable changes to the Services that may be requested by the Client, subject to the Client’s acceptance of any related reasonable changes to the Fees that may be due as a result of such changes;

3. Clients Obligations

3.1

The Client shall use all reasonable endeavours to provide all pertinent information to I-Fulfilment that is necessary for I-Fulfilment’s provision of the Services;

3.2

The Client may, from time to time, issue reasonable instructions to I-Fulfilment in relation to I-Fulfilment’s provision of the Services. Any such instruction should be compatible with the specification of the Services provided in the Agreement;

3.3

In the event that I-Fulfilment requires the decision, approval, consent or any other communication from the client in order to continue with the provision of the Service or any part thereof at any time, the Client shall provide the same in reasonable and timely manner;

3.4

If any consent, licences or other permissions are needed from any third parties acting on the Client’s behalf, it shall be the Client’s responsibility to obtain these in advance of the provision of the Services or the relevant part thereof;

3.5

Any delay in the provision of the Services resulting from the Client’s failure or delay in complying with any of the provisions of Clause 3 of the Agreement shall not be the responsibility or fault of I-Fulfilment;

4. Fees and Payment

4.1

The Client shall pay fees to I-Fulfilment in accordance with the agreed charge schedule, see Appendix A. All charges are exclusive of Value Added Tax;

4.2

I-Fulfilment shall invoice the Client for Fee’s due in accordance with the provisions of the Agreement and charges schedule;

4.3

All payments required to be made pursuant to the Agreement shall be made within 30 days of the relevant invoice date;

4.4

If payment is not received by I-Fulfilment in cleared funds within 30 days of the invoice date, without prejudice to any other right or remedy;

4.4.1. I-Fulfilment may charge the Client interest on the overdue amount at a rate 5% above the base rate for the time being of The Royal Bank of Scotland;

4.4.2. any out of pocket expenses incurred by I-Fulfilment in obtaining payment and;

4.4.3. a late payment charge equal to 10% of the outstanding balance;

4.5

All payments required to be made pursuant to the Agreement shall be made in UK Pounds (UK£);

4.6

The Client waives all rights to challenge I-Fulfilment’s invoice if the Client does not contest the relevant invoice by giving notice in writing within 14 days from the date of the invoice;

4.7

Where any payment pursuant to the Agreement is required to be made on a day that is not a business day, it may be made on the next following business day;

4.8

I-Fulfilment shall;

4.8.1. Keep records of account as are necessary to enable the amount of any sums payable pursuant to the Agreement to be accurately calculated;

4.8.2. At reasonable request of the Client, allow the Client access to the records, to the extent that they relate to the calculation of these sums;

5. Limitation of Liability

5.1

Nothing in these Terms and Conditions shall limit or exclude I-Fulfilment’s liability for;

5.1.1. Death or personal injury caused by its negligence or negligence of its employees, agents or subcontractors;

5.1.2. Fraud or fraudulent misrepresentation;

5.2

Subject to Clause 5.1, I-Fulfilment shall under no circumstances whatever be liable to the Client, whether in contract for;

5.2.1. Any losses arising as a result of or in connection with;

5.2.1.1. Any latent or inherent characteristic or defect in any stored or shipped item including but limited to any wastage in bulk or weight or natural deterioration;

5.2.1.2. Any electrical or magnetic damage to electronic or photographic images or recordings in any form;

5.2.1.3. Acts of omissions of any Party other than that of I-Fulfilment and/or its sub-contractors;

5.2.1.4. Damage, mis-delivery or late delivery of documents;

5.2.1.5. Any recipient failing to accept delivery;

5.2.1.6. The Client providing inaccurate or misleading information to I-Fulfilment or failing to provide I-Fulfilment in a timely manner with all such information as I-Fulfilment may require in relation to the provision of a Service in a recognisable format;

5.2.1.7. Any breach by the Client of its obligations under the Agreement;

5.2.2. Any loss of income, loss of profits, loss of markets, loss of reputation, loss of customers, loss of use, loss of opportunity even if I-Fulfilment had knowledge that such damages or loss might arise or for any indirect, incidental, special or consequential damages or loss howsoever arising under or connection with the contract;

5.2.3. Any loss or damage excluded by Clause 9;

5.3

Subject to Clauses 5.1, 5.2, 5.4, 8.3 and 7.2 I-Fulfilment’s total liability to the Client in respect of all other losses of whatsoever nature arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in no circumstances exceed the amount of insurance specified in Clauses 6.1 or 7.1 or where the Client has arranged specified cover under Clauses 6.2 or 7.2 the insured amount specified in Clauses 6 or 7;

5.4

Except as set out in these Terms and Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law are excluded from the Agreement;

5.5

Neither Party shall be liable to the other or be deemed to be in breach of the Agreement by reason; of any delay in performing, or any failure to perform, any of that parties obligations if the delay or failure is due to any cause beyond the Party’s reasonable control;

5.6

Clause 5 shall survive termination of the Agreement;

6. Insurance – Courier Service

6.1

Except where the Client has made specific arrangements for insurance for a higher figure with I-Fulfilment under Clause 6.2 before the commencement of transit of the relevant Consignment, the value of insurance in respect of a Consignment in respect of which the I-Fulfilment is to provide, or has provided, Courier Services is £100 or the value of the relevant Consignment, whichever is the less;

6.2

Special insurance can be arranged on request for items of intrinsic value subject to the Client declaring the true value of the Consignment (on the consignment note) and paying the premium for the special insurance before the commencement of transit;

6.3

Where I-Fulfilment arranges special insurance cover at the Client’s request under Condition 6.2, the value of the insurance in respect of the relevant Consignment shall be whichever is the lesser of the value of the Consignment declared by the Client or the actual value of the Consignment and I-Fulfilment shall be entitled to require independent proof of the value of the Consignment if a claim is made;

6.4

All insurance arranged on behalf of a Client is subject to the insurer’s terms and conditions;

6.5

Where I-Fulfilment arranges for insurance to be provided at the request of the Client, the Client has a right to complain about such insurance to the Financial Conduct Authority. The Financial Conduct Authority can be contacted: by post: The Financial Conduct Authority 25 The North Colonnade Canary Wharf London E14 5HS United Kingdom by telephone: From UK: 0845 606 9966; From Overseas: +44 20 7066 1000 by email: fca@fca.gov.uk;

7. Insurance – Storage Service

7.1

I-Fulfilment will only insure the stored items at the Client’s written request and at the Client’s cost. As between the Client and I-Fulfilment, all Stored Items are at all times at the Client’s sole risk;

7.2

Where I-Fulfilment arranges insurance cover at the Client’s request under Clause 7.1, the value of the insurance in respect of the relevant stored items shall be whichever is the lesser of the value of the stored items declared by the Client or the actual value of the stored items and I-Fulfilment shall be entitled to require independent proof of the value of the stored items if a claim is made;

7.3

 All insurance arranged on behalf of a Customer is subject to the insurer’s terms and conditions;

7.4

Where the Supplier arranges for insurance to be provided at the request of the Customer, the Customer has a right to complain about such insurance to the Financial Conduct Authority. The Financial Conduct Authority can be contacted: by post: The Financial Conduct Authority 25 The North Colonnade Canary Wharf London E14 5HS United Kingdom by telephone: From UK: 0845 606 9966; From Overseas: +44 20 7066 1000 by email: fca@fca.gov.uk;

8. Force Majeure

8.1

No party to the Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party on question;

9. Term and Termination

9.1

The Agreement shall come into force on the agreed commencement date and shall continue for a defined term from that date, subject to the provisions of Clause 9 of the Agreement;

9.2

The client shall have the right, subject to the Agreement and consent of I-Fulfilment and exercisable by giving not less than six months written notice;

9.3

When the Client gives notice that it wishes to cease to utilise I-Fulfilment’s Storage Services, the client shall pay I-Fulfilment, in respect of any storage Services provided during the notice period, an amount equal to the greater of;

9.3.1. The amount due from the Client to I-Fulfilment in respect of Storage Services actually provided by I-Fulfilment to the Client during the notice period; and;

9.3.2. An amount equal to the sum payable by the Client to I-Fulfilment in respect of Storage Services provided by I-Fulfilment during the period of six months immediately preceding the service of notice by the Client. For the avoidance of doubt such amount shall be payable whether or not any Storage Services are actually provided by I-Fulfilment to the Client during the notice period;

9.4

 All insurance arranged on behalf of a Customer is subject to the insurer’s terms and conditions;

9.4.1. Any sum owing to I-Fulfilment by the Client under any of the provisions of the Agreement is not paid within 3 months of the due date for payment;

9.4.2. An encumbrancer takes possession, or where the Client is a company, a receiver is appointed, of any of the property or assets of the Client;

9.4.3. The Client makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order;

9.4.4. The Client, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or reconstruction and in such manner the company resulting therefrom effectively agrees to be bound by or assume the obligations on that Party under the Agreement);

9.5

Upon termination of the agreement for any reason;

9.5.1. Any sum owing by the Client under any provisions of the Agreement shall become immediately due and payable;

9.5.2. All Clauses which, either expressly or by their nature, relate to the period after the termination of the Agreement shall remain in force and effect.;

10. Assignment

10.1

Neither party may, without the prior written consent of the other party, assign its rights or obligations under the Agreement.;

11. No Partnership or Agency

11.1

Nothing in the Agreement is intended to, or shall operate to, create a partnership between the Parties, or (save to the extent (if any) as expressly stated to the contrary in these Terms and Conditions) to authorise either party to act as agent for the other, and neither Party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power) save to the extent (if any) as expressly stated to the contrary in these Terms and Conditions;

12. Third Party Rights

12.1

The Contracts (Rights of Third Parties) Act 1999 shall only apply to this agreement in relation to I-Fulfilment’s Subcontractors and to employees and agents of I-Fulfilment and of I-Fulfilment’s Subcontractors and no person other than Client, I-Fulfilment, I-Fulfilment’s Subcontractors and the employees and agents of I-Fulfilment and of I-Fulfilment’s Subcontractors shall have any rights under it.;

13. Law and Jurisdiction

13.1

The Agreement and these Terms and Conditions (including any non-contractual matter and obligations arising therefrom or associated therewith) shall be governed by and construed in accordance with the laws of England and Wales.;

14. Choice of Law; Arbiritation

15. Misscellaneous

16. Contact Us

Data Protection Amendment

I-Fulfilment Ltd (“I-Fulfilment”) provides a portfolio of Logistic Service including but not exclusively Storage, Distribution, Mailing, Freight and Fulfilment Services to business clients (“Client). I-Fulfilment has skills, knowledge and experience in that field. These Terms and Conditions shall apply to the provision of services by I-Fulfilment to its clients.

1. Definitions

1.6

References to persons shall include corporations;

2. General Processing obligations of I-Fulfilment

2.1

With effect from the commencement date, I-Fulfilment shall, throughout the Term of the Agreement, provide the services to the Client.

3. Data Security

3.1

The Client shall use all reasonable endeavours to provide all pertinent information to I-Fulfilment that is necessary for I-Fulfilment’s provision of the Services;

4. Cooperation by I-Fulfilment

4.1

I-Fulfilment will provide in a timely manner all such necessary and reasonable assistance to the Client;

4.1.1. And to any Supervisory Authority, in connection with any investigation, audit or enquiry made by a Supervisory Authority in relation to Personal Data or otherwise necessary for the Clients compliance with the Data Protection Laws;

4.1.2. To enable the Client to comply and respond to a request, query or complaint from a data subject in relation to their Personal Data. I-Fulfilment shall notify the Client except where such notification is prohibited by law, if it receives any request in connection with Personal data, supplied by the Client, whether such request is received from the data subject, Supervisory Authority, law enforcement authority or other third party;

5. Cooperation by the Client

5.1

The Client will provide in a timely manner all such necessary and reasonable assistance to I-Fulfilment;

5.1.1. Clear written instruction for the use of all Personal Data submitted to I-Fulfilment;

5.1.2. Confirm in writing on what lawful basis I-Fulfilment will process the Personal Data on behalf of the Client;

5.1.3. Written instruction of the period of time any Personal Data should be held prior to erasure or instruction to securely store for any future use.

6. Personal Data Breach

6.1

6.1.1. I-Fulfilment shall immediately notify the Client of any Personal data Breach involving Personal Data within 48 hours of becoming aware of any Personal Data Breach including where possible the categories and approximate number of affected data subjects;

i. Communicate the name and contact details of I-Fulfilment’s data protection officer or other contact point in relation to the Personal Data Breach,

ii. Describe the likely consequences of the Personal Data Breach;

iii. Describe the measures taken or proposed to be taken by I-Fulfilment to address the Personal Data Breach.

6.1.2. I-Fulfilment shall provide reasonable assistance to the Client to facilitate the handling of any Personal Data Breach in an expeditious and compliant manner and shall;

i. Cooperate with the Client in relation to any Personal Data Breach notification to a Supervisory Authority or affected data subject and take all such steps as may be required by the Supervisory Authority;

ii. Not make any public announcements relating to the Personal Data breach without the Client’s written approval;

iii. Permit the Client to participate in any investigation and remediation process relating to the Personal Data Breach.

7. Sub Processing

7.1

7.1.1. The Client approves I-Fulfilment to use approved sub processors; all sub processors will be subject to a written contract. I-Fulfilment shall conduct initial and periodic assessments of such sub processors compliance with its obligations

7.1.2. I-Fulfilment shall remain fully liable to the Client for the performance of its obligations under this Amendment even where a sub processor carries out the Services or any part of the Services on I-Fulfilment’s behalf.

7.1.3. I-Fulfilment remain fully responsible for the acts and omissions of its employees, contractors, affiliates and any I-Fulfilment approved sub processor who may process Personal Data.

7.1.4. The Client maintains the right to refuse the use of a sub processor by I-Fulfilment.

8. Audit

8.1

I-Fulfilment shall Audit its business processes and practices that involve the processing of Personal Data.

9. Data Transfers

9.1

I-Fulfilment shall not transfer Personal Data out of the European Economic Area to any country that has not been identified by the European Commission of a Supervisory Authority under Data Protection Laws as a country that provides an adequate level of data protection except on the Client’s prior written permission and where I-Fulfilment has ensured adequate protection for such Personal Data as required by Data Protection Laws, such as agreeing to abide by the EU Standard Contractual Clauses.

10. Return or Deletion of Personal Data

10.1

On termination of the Agreement, or otherwise upon the Client written request, I-Fulfilment shall, immediately, either return all Personal Data and copies thereof to the Client or destroy and/or put beyond all Personal Data.