This document (together with documents referred to in it) sets out the terms applicable to use of the website applications, APIs and any other services owned and/or operated by Transport Exchange Group, including but not limited to courierexchange.co.uk, haulageexchange.co.uk, CXEURO.com, courierexchange.mobi, transportexchangegroup.com (each a “Platform” and collectively the “Platforms”) whether as an unregistered visitor to the website or a registered member.
Please read these terms carefully before using any of the Platforms. By using any of the Platforms in any way, you agree to be bound by these terms (“Terms”).
The General Provisions under Section A shall apply to all users of the Platforms (each a “Visitor”, with registered members being referred to as “Members” and individuals authorised to use the Platforms on behalf of a Member being referred to as “Users”). If you use any of the Platforms to engage others to perform deliveries you are a “Broker”. If you use the Platforms to advertise, promote and sell delivery services (“Delivery Services”) you are a “Carrier”. Section B applies to Brokers, Section C applies to Carriers, each in addition to Section A.
Licence terms for each of the mobile applications associated with the Platforms are included within the applicable mobile application and will apply to your use of the applicable mobile application in addition to these Terms.
These Terms were last updated on 10th August 2022.
SECTION A: GENERAL PROVISIONS
- INFORMATION ABOUT TRANSPORT EXCHANGE GROUP LTD
1.1 The Platforms are operated by Transport Exchange Group Ltd (“TEG”). TEG is registered in England and Wales under company number 03464353 and with its registered office at Newstead House, Pelham Road, Nottingham, Nottinghamshire, NG5 1AP.
1.2 The Platforms enable Members to connect with other Members for the purpose of contracting with one another (the resulting contract being referred to as a “Delivery Agreement”), however, Members make such connections and/or enter into such a Delivery Agreement at their own risk. Where a Member uses the Platforms to engage, or to be engaged by, another Member for the provision of Delivery Services, each Member will:
- a) enter into a Delivery Agreement directly with each other for the provision and receipt of such Delivery Services on terms to be agreed between the relevant Members. TEG is not a party to that Delivery Agreement, and Members will be separately responsible and liable to one another under the terms of that Delivery Agreement; and
- b) will comply with the Data Protection Laws (as defined in clause 12) in processing all personal data sent or received via the Platforms.
1.3 TEG may also provide links on its Platforms to the websites and applications of third parties. Such third-party websites and applications are not the responsibility of TEG and TEG accepts no liability for the availability, suitability, reliability or content of such third-party websites and does not necessarily endorse the views expressed within them.
1.4 Visitors can contact Transport Exchange Group by writing to:
TRANSPORT EXCHANGE GROUP LTD
20 Northdown Street
Or by email on: email@example.com
- REGISTRATION, VALIDATION AND RENEWAL
2.1 To request or offer Delivery Services via the Platforms the Visitor, as an individual or on behalf of a business, must submit a request to become a Member.
By requesting to become a Member, the Visitor warrants (as applicable) for themselves and/or for the business (the ‘Applicant’) that:
- a) the Applicant is legally capable of entering into binding contracts;
- b) the Visitor is at least 18 years old; and
- c) neither the Visitor nor the Applicant has had a previous registration for any of the Platforms suspended or terminated for any reason.
2.3 If the Applicant is a business entity, the Visitor warrants and represents that the Visitor has the authority to accept these Terms on behalf of the Applicant and that the Applicant is therefore bound by these Terms.
2.4 In order to be accepted as a Member, the Applicant must be validated by TEG and will be required to provide certain information and documents including but not limited to the following:
- a) copies of insurance details including but not limited to all vehicle insurance policies, goods in transit policies, public liability and employer’s liability policies, professional indemnity policies, and such other policies as TEG may from time to time request; and
- b) a copy of all relevant licenses including but not limited to driving licenses, operating licences and ISO9001 registrations.
2.5 To remain a Member, the Member must keep all documents provided to TEG hereunder up to date and valid.
2.6 TEG has no obligation to accept any Applicant’s request for membership, and may reject any application, or stop any Applicant from registering as a Member, in TEG’s sole discretion.
2.7 When a subscription period expires, TEG may invite the Member to renew its subscription to the Platforms. Such renewal will only be effective upon:
- a) selection, by the Member, of the Member’s subscription package;
- b) receipt of the Subscription Fees for the minimum subscription period applicable at the time of selection or other such period as agreed to by TEG; and
- c) provision of any documents or information required by TEG, or TEG’s acceptance and confirmation that the Member has previously provided such documents and that information is up to date.
2.9 The Member hereby warrants that the information provided by the Member to TEG is, and the Member shall routinely check that such information remains, at all times, true, accurate and complete. The Member further warrants that the Member shall promptly notify TEG in the event of any change to such information.
2.10 The Member shall keep their registration details for the Platforms (“Login Details”) confidential and secure. The Member may authorise access to additional individual Users to access the Platform(s) on the Member’s behalf, and it is the Member’s responsibility to ensure the individual Users comply with these Terms. Each individual User may have their own Login Details.
- USE OF THE PLATFORMS
3.1 Each Visitor is solely responsible and liable for their use of the Platforms and that it is each Visitor’s sole responsibility to enforce any obligation owed to the Visitor by a third party that arises from their use of the Platforms. In the event that the Visitor has a dispute with any other Visitor of the Platforms, the Visitor hereby releases TEG from all claims, demands and damages (whether actual or consequential) of any kind and nature, known and unknown, arising out of or in connection with such dispute, except as expressly set out in these Terms.
3.2 TEG may monitor the Visitor’s use of the Platforms from time to time. The Visitor hereby consents to TEG monitoring their use of the Platforms.
3.3 Certain areas of the Platforms are available only to Members.
3.4 The Member must notify TEG immediately of any breach or suspected breach of security or unauthorised use, or suspected unauthorised use, of their account, Login Details or information.
The Member agrees that at all times they shall:
- a) comply with all instructions, policies and guidelines from TEG in respect of the Platforms. TEG’s policies can be found in the Help Centre of the Platforms or otherwise as provided to the Visitor in writing. TEG may make amends to these policies from time to time and notice of such amends will be provided via the Platforms;
- b) comply with the provisions of TEG’s acceptable use policy at Acceptable Usage
- c) co-operate with all reasonable security or other checks or requests for information made by TEG from time to time; and
- d) use the Platforms and the information made available to them on the Platforms at their own risk.
3.6 The Member further agrees that they shall not, and shall procure that all Users authorised by the Member shall not, at any time in relation to the Platforms:
- a) use their Login Details with the intention of impersonating another person;
- b) allow any other person or entity to use their Login Details;
- c) re-register as a Member (either using the same or a different legal entity), or attempt to do so, after their registration has been revoked (whether such revocation was in respect of the same or a different legal entity);
- d) do anything likely to impair, interfere with or damage or cause harm or distress to any other Visitor;
- e) infringe any rights of any third parties;
- f) introduce into or onto the Platforms any virus, Trojan, worm, logic bomb or other material which is malicious or technologically harmful;
- g) attempt to gain unauthorised access to the Platforms, the server on which the Platforms are stored or any server, computer or database connected to the Platforms;
- h) attack the Platforms via a denial-of-service attack or a distributed denial-of service attack;
- i) launch any automated system that accesses the Platforms in a manner that sends more request messages to TEG’s servers in a given period of time than a human can reasonably produce in the same period using a conventional on-line web browser; or
- j) use the Platform(s) in any manner or for any purpose that is, or may be considered, offensive, illegal or inappropriate.
3.7 TEG reserves the right to make any changes to the Platforms including any functionalities and content therein or to discontinue a specific feature from time to time subject always to TEG notifing the Member in writing using the Platforms.
4.1 The Member agrees that during the term of this agreement and for 12 months after its expiry or termination, they will not either on their own account or on behalf of others directly or indirectly:
- a) resell access to the Platforms, either directly or via any other application(s);
- b) provide a link to one or more of the Platforms from any website or application that is not owned by them. Any links to the Platform(s) that they do provide must be to the Platform home page only and shall be provided in a way that neither damages nor takes advantage of TEG’s reputation, nor suggests any form of association, approval or endorsement by TEG of their, or any other party’s products or services;
- c) perform services which are of a similar type as the services provided by TEG, which operate in the sector in which TEG operates and which compete with the business of TEG. For the purposes of this agreement, the business of TEG is defined as being a neutral online marketplace which facilitates the trading and settlement of freight and transport orders between participating subscribers, without acting as the principal broker in such transactions;
- d) be involved in any Capacity, other than as a client, with any business concern which is (or intends to be) in competition with the business of TEG;
- e) solicit or endeavour to entice away or discourage from dealing with TEG any person who is at any time a Member or other client of TEG with a view to providing goods or services to that Member or client in competition with the business of TEG;
- f) solicit, interview, employ or engage or otherwise facilitate the employment or engagement of any of the staff of TEG who have been engaged in the provision of services to them under this agreement whether or not such person would be in breach of contract as a result of such employment or engagement; and
- g) represent themselves as connected with TEG in any Capacity (other than as a Member), or use any registered names or trading names associated with TEG.
4.2 For the purpose of this clause "Capacity" shall include (without limitation) as agent, owner, investor, partner, shareholder, consultant, director, employer or worker.
4.3 Each of the restrictions imposed on the Member by this clause 4 applies to the Member acting directly or indirectly; and on their own behalf or on behalf of, or in conjunction with, any firm, company or person.
4.4 Each of the restrictions in this clause 4 is intended to be separate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective.
4.5 The Member will, at TEG’s request, enter into a separate agreement with any group company or affiliate of TEG in which the Member agrees to be bound by restrictions corresponding to those restrictions in this clause 4 (or such of those restrictions as may be appropriate) in relation to that group company.
- CHARGES AND PAYMENT
5.1 In consideration for the provision of the Platforms and the rights and licences granted to the Member hereunder, the Member shall pay to TEG the agreed charges as set out in the Member’s subscription package (the “Subscription Fees”).
5.2 The Member’s invoice and any other applicable invoices including but not restricted to their renewal invoice shall be issued by TEG prior to the expiry of their subscription period or any renewal thereof.
5.3 The Member shall pay each invoice to TEG, in full and immediately available funds, by the due date stated in the invoice.
5.4 The Subscription Fees shall be payable without deduction, set-off, counterclaim or withholding any amount (other than any deduction or withholding of tax as required by law).
5.5 TEG may change the Subscription Fees at any time on the provision of notice to the Member in writing, by email or through their use of the Platforms. The Member’s continued use of the Platforms following notice of such change shall be deemed to be their acceptance of the new Subscription Fees. If the Member does not agree with the changes to the Subscription Fees, they may terminate their agreement with TEG by notice in writing or by email.
5.6 Without prejudice to any other right or remedy that TEG may have, if the Member fails to pay the Subscription Fees by their due date in immediately available funds, TEG may suspend their access to the Platforms until payment has been made in full. If any Fees are not paid within 30 days after the due date, as stated on the invoice issued then (without prejudice to TEG’s other rights and remedies) TEG reserves the right to charge interest on such sum on a day-to-day basis from the date such payment was due to the date of actual payment (both dates inclusive) at the rate of 5 per cent above the base rate of the Bank of England from time to time in force compounded quarterly. Such interest shall be paid by the Member on demand.
- FEEDBACK, REVIEWS AND DISPUTES
6.1 The Member may submit their reviews in respect of their experience (“Reviews”) or make contact with other Members (each Review and other communication via the Platforms being referred to as a “Feedback Submission”). The Member must comply with the content standards set out herein and in TEG’s acceptable use policy at Acceptable Usage. The Member warrants that all Feedback Submissions comply with those standards, and indemnifies TEG for any breach of that warranty.
6.2 The Member shall not submit any Feedback Submission(s) that:
- a) is, or may be considered offensive, illegal or inappropriate;
- b) contain information that is inaccurate, false or misleading;
- c) relates to a contractual dispute arising under a Delivery Agreement.
6.3 If the Member feels that any Feedback Submission by another Member is objectionable, please contact TEG using the contact details in clause 1 or set out on the Platforms. TEG shall use its reasonable endeavours to review the relevant Feedback Submission as soon as is practicable and shall take such action as TEG deems appropriate, if any at all.
6.4 TEG is not responsible for the content or accuracy of any materials posted by the Member and cannot guarantee confidentiality of any Feedback Submissions.
6.5 TEG has the right to remove any Feedback Submission if, in TEG’s opinion, such Feedback Submission is made in breach of these Terms.
6.6 A Member may submit a contractual dispute with another Member arising under a Delivery Agreement (‘a Dispute’) to TEG for resolution under its Dispute Resolution Procedure
6.7 The Member shall ensure that all materials submitted in relation to a Dispute contains full and accurate details of the Delivery Agreement and the grounds for the Dispute.
6.8 TEG reserves the right to revoke or restrict a Member’s subscription if one or more Disputes relating to that Member are upheld.
6.9 TEG makes no warranty concerning functionality of any software required to upload Feedback Submissions or Disputes and the Member hereby waives any legal or equitable right or remedy they may have against TEG for the use thereof, as applicable.
7.1 The Member may be awarded a TEG Accreditation and Feedback Rating (“Accreditation”) at TEG’s sole discretion.
7.2 The Accreditation shall be displayed on the Platforms together with such information about the Member as TEG may reasonably require.
7.3 The Member shall use reasonable endeavours to ensure that all information displayed in relation to them, including the Accreditation is accurate, correct and up to date and shall indemnify TEG for any losses incurred by TEG or a third party as a result of any error, omission or inaccuracy.
- SUSPENSION AND TERMINATION
8.1 In consideration for a Visitor’s compliance with these Terms, TEG shall use its reasonable endeavours to provide the Visitor with the Platforms at all times.
8.2 TEG shall be entitled, from time to time at TEG’s own discretion and upon the provision of notice to the Visitor, to suspend the Platforms whether wholly or partly for any reason whatsoever including but not limited to repairs, planned maintenance or upgrades and shall not be liable to the Visitor for any such suspension on non-availability of the Platforms (whether wholly or partly).
8.3 TEG may suspend or terminate the Member’s access to the Platforms (wholly or partly) in the event that:
- a) the third party services and network providers cease to make the third party service or network available to TEG;
- c) TEG believes that there has been fraudulent use, misuse or abuse of any features and functionalities of the Platforms by that Member;
- d) TEG believes that the Member has provided TEG with any false, inaccurate or misleading information; or
- e) TEG believes that the Member is using the Platforms to provide a service that TEG, in its sole discretion, deems to compete with the Platforms or other services; or
- f) TEG believes the Member is in breach of any of the policies and guidelines of TEG in the Help Centre of the Platforms or otherwise as provided to the Visitor in writing.
8.4 The Member may terminate this agreement without cause on the provision of not less than 30 days written notice to TEG. In such event:
- a) the Member shall cease all use of the Platforms on or before the date of termination; and
- b) all rights granted to the Member hereunder shall cease on the date of termination.
8.5 Termination of this agreement shall not affect the rights of either party accruing or accrued prior to the termination of this agreement.
8.6 Where TEG suspends the Member’s access to one or more of the Platforms, subject to TEG receiving a written request for the Member in respect of the same, TEG shall not unreasonably refuse to permit the Member continuing access to the “Diary/Orders” and “Invoicing” functions of the applicable Platform(s) and to the Member’s historical data saved within the Platforms, subject to payment of all outstanding Subscription Fees and any additional fees agreed between the parties in respect of the same.
8.7 Where the Member’s access to one or more Platforms is terminated by the Member for any reason, or is terminated or suspended by TEG for any of the reasons set out in this clause 8, the Subscription Fees and any additional fees paid by the Member to TEG shall not be refunded. In all other circumstances, the Member’s right to a refund will be as set out in the applicable Refund Policy, as published from time to time on the Platforms.
8.8 Clauses 2, 4, 5 (to the extent of any unpaid charges) 6, 8.7, 9, 10, 11, 12, 13 and 19, and all provisions required for their interpretation, shall survive termination of these Terms for any reason.
- TRANSPORT EXCHANGE GROUP’S LIABILITY
9.1 TEG relies on third-party providers (such as network providers, data centres and telecommunication providers) to make the Platforms available to Visitors. Whilst TEG takes all reasonable steps available to TEG to provide Visitors with a good level of service, the Visitor acknowledges and agrees that TEG does not warrant that the Platforms shall be uninterrupted or fault-free at all times. TEG therefore shall not be liable in any way for any losses the Visitor may suffer as a result of delays or failures of the Platforms as a result of TEG’s service providers.
9.2 TEG takes reasonable precautions to protect the Platforms from malicious code and third-party attacks, however, TEG is not liable for any loss or damage caused by a third-party distributed denial-of-service attack, viruses or other technologically harmful material that may infect a Visitor’s computer equipment, computer programs, data or other proprietary material due to their use of the Platforms or to their downloading of any material posted on it, or on any website linked to it.
9.3 The material displayed on the Platforms is provided without any guarantees, conditions or warranties as to its accuracy. Subject to the exceptions set out in the last paragraph of this clause 9, below, TEG shall not be liable for losses that result from its failure to comply with these Terms that fall into the following categories:
- a) consequential, indirect or special losses;
- b) loss of profits, income or revenue;
- c) loss of savings or anticipated savings, interest or production;
- d) loss of business or business benefits;
- e) loss of contracts;
- f) loss of opportunity or expectations;
- g) loss of goodwill and/or reputation;
- h) loss of marketing and/or public relations time and/or opportunities;
- i) loss of data; or
- j) loss of management or office time
or any other losses howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
Nothing in these Terms shall limit in any way TEG’s liability:
- a) for death or personal injury caused by TEG’s negligence;
- b) for fraud or fraudulent misrepresentation; or
- c) for any matter for which it would be illegal for TEG to exclude, or attempt to exclude, TEG’s liability.
9.5 If TEG fails to comply with these Terms, TEG shall be entitled to be given a reasonable opportunity to rectify any errors and to re-perform its obligations. If TEG’s failure to comply with its obligations is not remedied following such reasonable opportunity then, subject always to preceding paragraphs of this clause 9, TEG’s total liability for all losses, damages, costs, claims and expenses howsoever arising shall be limited in the aggregate to the total amount of the Subscription Fees received by TEG from the Member during the 12 month period prior to the date on which the event giving rise to the claim first occurred.
The Member hereby indemnifies TEG in full and on demand against all costs (including reasonable legal costs), claims, damages, losses and expenses arising as a result of any breach by the Member of these Terms, or of any claim or action brought in connection with the Delivery Service; any information the Member provides via the Platforms or any other communication with any other Visitor; and/or infringement of Intellectual Property Rights or any right of a third party.
- INTELLECTUAL PROPERTY RIGHTS
11.1 TEG and/or TEG’s licensors own all intellectual property rights in and to the Platforms.
11.2 TEG hereby grants the Visitor a non-exclusive, non-transferable limited licence to use the intellectual property rights in the Platforms only for the purpose of using the Platforms in accordance with these Terms.
11.3 The Visitor may print copies and download extracts of any page(s) from the Platforms for their personal reference and to draw the attention of others within their organisation to material posted on the Platforms.
11.4 Save as otherwise expressly set out in these Terms, the Visitor is expressly prohibited from:
- a) reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any of the Platforms including without limitation, any information, articles, photographs, images or submissions made available to the Visitor using the Platforms; and
- b) removing, modifying, altering or using any registered or unregistered marks/logos/design owned by TEG and/or TEG’s licensors, and doing anything which may be seen to take unfair advantage of, or that may damage, the reputation and goodwill of TEG or could be considered an infringement of any of the rights in the intellectual property rights owned by and/or licensed to TEG.
11.5 If a Visitor prints off, copies or downloads any part of the Platforms in breach of these Terms, their right to use the Platforms will cease immediately and they must, at TEG’s request, return or destroy any copies they have made.
11.6 The Member hereby grants TEG a non-exclusive, perpetual, irrevocable, transferable, sub-licensable and royalty-free licence to process, edit, remove, and use all Reviews, Submissions and Accreditations (and any intellectual property rights therein) on the Platforms for any purpose whatsoever.
- DATA PROTECTION AND PRIVACY
12.1 The Member and TEG shall comply with the Data Protection Laws.
12.2 For the purposes of this clause 12, ‘Data Protection Laws’ shall mean all applicable data protection and privacy laws and regulations in the performance of its obligations set out under these Terms, including but not limited to the EU General Data Protection Regulation 2016/679 and all other successor legislation and regulations thereto.
12.4 If the Member uses the Platforms and services for the purpose of providing Delivery Services to or receiving Delivery Services from other users and send, receive or upload personal information into the Member’s member area, which TEG then stores it in its database, the Member will be the data controller of such personal data, and TEG will be a data processor of such personal data and will:
- a) act strictly in accordance with the Member’s lawful and reasonable instructions (which may be received via their use of the Platforms and/or services) unless applicable law requires otherwise, in which case TEG shall inform the Member of that legal requirement before processing (unless that law prohibits such information on important grounds of public interest). TEG shall inform the Member if it becomes aware of an instruction by the Member that, in TEG’s opinion, infringes the Data Protection Laws;
- b) ensure that its personnel that are authorised to process the personal data in connection with the provision of the Platforms and/or services, have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
- c) implement appropriate technical and organisational security measures to protect the personal data in accordance with Data Protection Laws;
- d) enable the Member to access, rectify, erase, restrict and transmit any personal data processed by TEG on their behalf;
- e) if a data subject requests information from TEG concerning the processing of personal data by a Member, promptly forward the request to the Member;
- f) provide reasonable assistance to enable TEG to comply with the Member’s obligations under Data Protection Law, including using appropriate technical and organisational measures to assist the Member in responding to data subject access requests; and
- g) make available to the Member all information necessary to demonstrate compliance with the obligations set out in this clause 12, and allow for and contribute to audits, including inspections, conducted by or on behalf of the Member or ensure that TEG and/or any sub-processor will conduct audits using external auditors at least once per year.
12.5 The Member may delete or request in writing the deletion or return of all personal data that TEG process on their behalf on termination of the provision to the Member of Platforms and/or services or at any time following termination of the same. Where the Member has not deleted the personal data prior to the termination of the provision to them of Platforms and/or services, TEG shall provide the “Storage Service” free of charge for a period of at least 90 working days following the date of termination. Thereafter TEG may terminate the Storage Service at any time without notice, and in such event, TEG shall delete all personal data processed on their behalf unless otherwise required by applicable law. Notwithstanding the foregoing, where personal data that TEG processes on the Member’s behalf forms part of the record of a transaction between the Member and another Member, such other Member may be a joint data controller of such personal data and TEG may be required to retain such data on behalf of the other Member. In such an event, the Member may receive a copy of the personal data, but it shall not be deleted.
12.6 The Member acknowledges and accepts that any data subject to which the personal data relates may have the right to request the deletion of their personal data or information at any time and may request that TEG permanently delete all information and data held about that data subject from TEG’s systems. In the event that a data subject exercises its rights in this clause 12, TEG shall notify the Member and they shall promptly and permanently delete all personal data held about that data subject from TEG’s systems. In the event that the Member has not done so within a reasonable time, and has not notified TEG in writing of any requirement for TEG to retain the personal data, TEG reserves the right to remove such personal data and shall not be liable in any way for any loss or damage suffered by the Member arising from such data subject exercising their rights.
12.7 The Member shall ensure that their collection and use of any personal data, accessed through the Platforms and services, complies with the Data Protection Laws. The Member hereby indemnifies TEG against all losses, liabilities, costs and expenses (including but not limited to legal costs) arising from or incurred by reason of the Member’s failure to comply with this clause.
12.8 The Member hereby gives TEG a general consent to engage sub-processors to process the personal data. TEG shall make details of its sub-processors available to the Member on request. Where TEG intends to add a new sub-processor, TEG shall make details of such new sub-processor available on the Platform at least 7 days (“Sub-processor Notice Period”) before transferring any personal data to a new sub-processor. The Member shall notify TEG during the Sub-processor Notice Period if they object to the new sub-processor. If the Member does not object to the sub-processor during the Sub-processor Notice Period, the Member shall be deemed to have accepted the sub-processor. If the Member has raised a reasonable objection to the new sub-processor, and the parties have failed to agree on a solution within the Sub-Processor Notice Period time, the Member shall have the right to terminate their use of the Platforms and these Terms. During the Sub-Processor Notice Period, TEG shall not transfer any personal data to the sub-processor.
12.9 TEG shall enter into appropriate written agreements with all of its sub-processors on terms that include all the required obligations on data processors, as set out in the GDPR, including without limitation the Member’s right to conduct audits at the sub-processor, or ensure that the sub-processor will conduct audits using external auditors at least once per year. TEG shall remain fully liable to the Member for the performance or non-performance of the sub-processor’s obligations.
12.10 The Member hereby acknowledges and agrees that personal data may be passed between TEG and the payment processor. It is the Member’s express instruction that TEG so provide such personal data to the payment processor.
12.11 Where TEG receives personal data from one or more payment processors in respect of which TEG reasonably believes that the Member is the data controller, the Member hereby instructs TEG to process such personal data on their behalf.
12.13 The Member acknowledges and agrees that, to the extent that the Data is owned by the Member, TEG may transmit, collect, maintain, process, and use the Data to provide the services described in the Platforms. Further, the Member acknowledges and agrees that TEG may use the Data, strictly in anonymised and aggregated form, for the purpose of improving the services that TEG offers, for analysis of routes and journeys and for the creation of reports. TEG may share any such anonymised and aggregated Data with third parties. The Member may opt-out of this by writing to TEG at the address set out in clause 1. If the Member opts out, then TEG will not be able to provide the Member with any services or products that rely on aggregated and anonymised data sharing within the Platforms.
If the Member chooses, or is provided with a user identification code, password or any other piece of information as part of TEG’s security procedures, the Member must treat such information as confidential, and they must not disclose it to any third party. TEG has the right to disable any user identification code or password, whether chosen by the Member or allocated by TEG, at any time, if in TEG’s opinion the Member has failed to comply with any of the provisions of these Terms. The Member agrees that they shall not use identification codes or passwords of another person or entity without TEG’s permission.
Whilst TEG agrees to keep confidential any information of the Member which is, or should by its very nature be, treated as confidential, in the event that TEG is required to disclose such information in accordance with law or regulatory authority (e.g. to HMRC in respect of Value Added Tax), TEG shall not be prevented by clause 12 or this clause 13 from doing so.
All notices given by the Member to TEG must be given to TEG using the contact details set out in the Platforms. TEG shall give notice to the Member by posting details on the Platforms, by using the mobile phone number, e-mail or postal address the Member provided on registration, or such other e-mail or postal address as the Member notifies to TEG in writing from time to time. By continuing to use the Platforms, the Member agrees to TEG notifying them by SMS, email or post using the contact details the Member has submitted to us for the purposes for which you have granted TEG.
In respect of notifications via SMS for two factor authentication to allow the Member to log into the Platforms securely, this is necessary to protect the Member’s account and the security of the Platforms and is in TEG’s legitimate interests to do so and part of its legal obligations to the Member to keep its data secure.
Notice will be deemed received and properly served immediately when posted on the Platforms, 24 hours after an SMS or e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
- ENTIRE AGREEMENT
16.1 These Terms and any document expressly referred to in them constitute the whole terms between the Member and TEG and supersede any previous arrangement, understanding or terms between the Member and TEG relating to the subject matter of these Terms. Each party acknowledges that, in entering into these Terms, (and the documents referred to in it), neither of them has relied on any statement, representation, assurance or warranty (“Representation”) of any person (whether a party to these Terms or not) other than as expressly set out in these Terms.
16.2 Each party agrees that the only rights and remedies available arising out of or in connection with a Representation shall be for breach of contract as provided in these terms and conditions.
- VARIATION OF THESE TERMS
TEG may amend these Terms at any time on the provision of notice in writing or via publication of the updated Terms on the Platforms. The Member’s continued use of the Platforms (whether wholly or partly) shall be deemed as their acceptance of such change(s) in respect of the updated or revised Terms. If the Member does not agree with the changes to these Terms, they may terminate their agreement with TEG by notice in writing or by email.
- FORCE MAJEURE
TEG shall not be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure result from events, circumstances or causes beyond its reasonable control, including but not limited to any of the following:
- a) Acts of God, flood, earthquake, windstorm or other natural disaster;
- b) epidemic or pandemic;
- c) war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;
- d) terrorist attack, civil war, civil commotion or riots;
- e) nuclear, chemical or biological contamination or sonic boom;
- f) any law or government order, rule, regulation or direction, or any action taken by a government or public authority, including but not limited to imposing an embargo, export or import restriction, quota or other restriction or prohibition, or failing to grant a necessary licence or consent;
- g) fire, explosion (other than in each case one caused by a breach of contract by, or assistance of, the party seeking to rely on this clause or companies in the same group as such party) or adverse weather conditions;
- h) interruption or failure of utility service, including but not limited to electric power, gas or water;
- i) any labour dispute, including but not limited to strikes, industrial action or lockouts;
- j) non-performance by suppliers or; and
- k) collapse of building structures, failure of plant machinery, machinery, computers or vehicles.
- LAW AND JURISDICTION
These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such contracts or their formation (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.
20.1 If TEG fails at any time to insist upon strict performance of the Member’s obligations under these Terms, or if TEG fails to exercise any of the rights or remedies to which TEG is entitled under these Terms, this will not constitute a waiver of any such rights or remedies and shall not relieve the Member from compliance with such obligations. A waiver by TEG of any default shall not constitute a waiver of any subsequent default. No waiver by TEG of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to the Member in writing.
20.2 TEG reserves the right to use third-party suppliers or sub-contractors at any time and in any way in respect of the performance of TEG’s obligations under these Terms.
SECTION B: BROKERS
This Section B shall apply to each Member when they are acting in their capacity as a Broker. The Member is a Broker when they request Delivery Services via the Platforms, referred to herein as “posting a load” or making a direct booking.
- BOOKING PROCESS
1.1 When a Broker posts a load, the details of their request will be made available to one or more specified Carriers (“direct booking”) or all Carriers (“posting a load”) via the applicable Platform.
1.2 In the case of the Broker posting a load, one or more Carriers may provide the Broker with a quote setting out the charges and other terms applicable to the provision of the Delivery Services based on the information in the Broker’s request (“Quote”) via the Platforms. Upon acceptance of a quote, the Broker will place an order confirmation through the Platforms with the Carrier for performance of the Delivery Services (a “Booking”).
1.3 In the case of the Broker making a direct booking, the Carrier(s) will agree in writing with the Broker the charges and other terms applicable to the provision of the Delivery Services. Agreement between the parties of such terms and logging of the delivery on one of the Platforms will create a “Booking”.
1.4 The Platforms allow for the automated placing of Bookings between a Broker and a Carrier without any human intervention by TEG. Quotes are based on the information the Broker provides when posting a load for delivery and details of the Delivery Services are recorded when the Broker and Carrier agree the terms of the Delivery Services. TEG does not check the Broker’s request, the Quote or any of the terms and conditions applicable to a Booking. It is therefore essential that the Broker correctly enter all details required for the Booking so that the correct Delivery Services and charges are displayed, and that both the Broker and the Carrier check all Quotes and other terms and conditions of Delivery Services carefully.
1.5 A contract for the Delivery Services will only be formed between a Broker and a Carrier where the Broker accepts the Carrier’s Quote or the Broker and Carrier agree terms and conditions for the provision of the Delivery Services.
1.6 The Broker acknowledges and agrees that once the Broker has accepted a Quote from a Carrier or agreed terms and conditions to purchase a Delivery Service, this will constitute a binding contract between the Broker and the Carrier on the terms set out in the applicable Quote or as otherwise agreed between the Broker and the Carrier, and that the Broker shall comply with the Delivery Agreement in respect of such Booking.
1.7 The Broker is responsible for making payment to the Carrier, in accordance with the payment terms agreed at the time of booking.
1.9 The Broker shall comply with all policies and guidelines of TEG. TEG’s policies can be found in the
- BROKER OBLIGATIONS AND PROHIBITIONS
2.1 All information uploaded onto the Platforms by the Broker shall be in the format required by TEG and shall relate strictly and solely to the Delivery Services.
The Broker is strictly prohibited from:
- a) posting loads or making Bookings on behalf of any other person or organisation; or
- b) posting loads or making direct bookings where the transportation of such load would be unlawful or likely to cause loss or damage to any party.
2.3 The Broker shall not conduct any direct marketing using personal information (which, for the avoidance of doubt, shall include all email addresses and telephone numbers) that came into the Broker’s possession through the Broker’s use of and activities on the Platforms, nor will the Broker disclose such personal information to any third party without TEG’s express written consent. Furthermore the Broker shall not include in any information uploaded to the Platforms or any other communication with Carriers a link to any URL located outside the Platforms, nor any advertising for any product or service.
- SUSPENSION AND TERMINATION
3.1 In the event of termination of this agreement or suspension or termination of the Broker’s access to the Platforms, the Broker shall make full payment for all Bookings made through the Platforms on or before the date of termination or suspension.
SECTION C: CARRIERS
This Section C shall apply to the Member when they are acting in their capacity as a Carrier. The Member is a Carrier if they respond to a request for Delivery Services via the Platform(s).
- BOOKING PROCESS
1.1 When the Carrier sees a request via the applicable Platform, the Carrier has the option to provide a quote to the Broker via the Platform, setting out the charges to provide the Delivery Services (“Quote”). This shall constitute a contractual offer to the Broker to perform the Delivery Services on the terms set out in the Quote or otherwise agreed between the Carrier and the Broker.
1.2 When a Broker approaches the Carrier with a direct booking, the Carrier may agree in writing the terms of the Delivery Services with such Broker.
1.3 The Platforms allow for the automated placing of Bookings between the Carrier and a Broker without any human intervention by TEG. TEG does not check the Broker’s request or the Carrier’s Quote or any other terms and conditions applicable to the Booking. It is therefore essential that the Carrier carefully reviews all details of the request, and checks each Quote carefully before sending it to the Broker and all other applicable terms and conditions carefully before agreeing them with the Broker.
1.4 The Broker’s acceptance of a Quote, or agreement between a Broker and the Carrier of the terms and conditions for the performance of Delivery Services, will place a booking with the Carrier for the Delivery Services through the Platforms (a “Booking”) and a contract for the Delivery Services will be formed between the Carrier and the Broker.
1.5 The Carrier acknowledges and agrees that once a Quote has been accepted by the applicable Broker, or terms and conditions agreed between a Broker and the Carrier, to engage the Carrier to provide a Delivery Service, this will constitute a binding contract between the Carrier and the Broker on the terms set out in the applicable Quote or otherwise agreed between a Broker and the Carrier, and that the Carrier shall comply with the Delivery Agreement in respect of such Booking.
1.6 The Carrier is responsible for performing the Delivery Services.
- CARRIER OBLIGATIONS AND PROHIBITIONS
2.1 All information uploaded onto the Platforms by the Carrier shall be in the format required by TEG and shall relate strictly and solely to the Delivery Services.
2.2 The Carrier shall comply with all policies and guidelines of TEG. TEG’s policies can be found in the Help Centre of the Platforms or otherwise as provided to the Carrier in writing. TEG may make amends to these policies from time to time and notice of such amends will be provided via the Platforms.
The Carrier is strictly prohibited from:
- a) providing their contact information during their performance of the Delivery Services unless otherwise formally authorised by the Broker to communicate directly with any specified stakeholder associated with the completion of the Delivery Service;
- b) co-loading between Brokers without each Broker’s written permission; or
- c) holding goods to ransom.
2.4 The Carrier shall not conduct any direct marketing using any information (which, for the avoidance of doubt, shall include all email addresses and telephone numbers) that came into the Carrier’s possession through the Carrier’s use of and activities on the Platforms, nor will the Carrier disclose such personal information to any third party without TEG’s express written consent. Furthermore, the Carrier shall not include in any information uploaded to the Platforms or any other communication with any Brokers any link to any URL located outside the Platforms, nor any advertising for any product or service other than the Carrier’s Delivery Services.
- ADDITIONAL WARRANTIES
3.1 The Carrier hereby warrants, represents and guarantees that the Carrier has the right to promote, sell and distribute its Delivery Service(s).
3.2 The Carrier warrants, represents and guarantees that the Carrier shall comply with all applicable legislation in respect of the service information and that the service information shall not infringe any intellectual property rights, or any other rights of any third party.
- SUSPENSION AND TERMINATION
In the event of termination of this agreement or suspension or termination of the Carrier’s access to the Platforms, the Carrier shall fulfil all Bookings placed with the Carrier through the Platforms on or before the date of termination or suspension.