Terms and Conditions of Trading
1. Definitions
“Carrier” means JHD Logistics Limited.
“Customer” means the person who contracts for the services of the Carrier.
“Conditions” means these conditions of carriage, which shall apply to the Contract of Carriage between the Customer and the Carrier.
“Consignee” means the person to whom the Carrier delivers the consignment.
“Consignment” means goods or property, whether or not contained in separate parcels, packages, containers or envelopes to be delivered by the Carrier for the Customer from one address to another, including any papers and documents. “Cancellation Fee” means a fee payable by the Customer for the cancellation of the Services by the Customer after the vehicle has set off to fulfil the Booking (whether or not it has arrived at the Collection Address) as detailed in the Price List (the Cancellation Fee will be higher where the Collection Address is outside of Central London).
“Dangerous Goods” means dangerous goods as defined in the Carriage of Dangerous Goods by Road Regulations 1996 (as amended, re-enacted or extended from time to time), and any other substance likely to cause or encourage disease, vermin, pests or other hazard. “Account” means a Customer account which has been opened by JHD Logistics Ltd in respect of a particular Customer and which is identified by way of a confidential security number (the “Customer Account Number”) allocated to the Customer and under which JHD Logistics Ltd extends credit terms to the Customer enabling such Customer to pay on a periodic basis, based on statements of account provided by JHD Logistics Ltd (or as otherwise agreed under the Account agreement) and which may be designated as an Account, a Priority Account or a Priority Plus Account.). “Account Booking” means a Booking that is: (i) made through an Account; and (ii) fulfilled by JHD Logistics Ltd (as opposed to a Fulfilment Partner). “JHD Logistics” means JHD Logistics Limited incorporated and registered in England and Wales with company number 8835944 whose registered office is at Handel House, Edgware HA8 7DB (or such of its subsidiaries or associated companies which provides Services to Customers under these Terms). “Applicable Law” means all statutes, statutory instruments, regulations, regulatory requirements, by-laws, ordinances, subordinate legislation and any other laws which apply in any relevant jurisdiction from time to time. “Booking” means a booking made by a Customer for Services, howsoever communicated to us, as evidenced by our records. “Business Day” means a day (excluding Saturdays, Sundays and public holidays) which is also a day on which clearing banks in the City of London are open for the conduct of sterling banking business. “Card Payment” means payment in relation to a Booking by any means other than by cash or cheque or direct debit, including but not limited to credit card and debit card payments. “Central London” means the areas defined as Zone 1 and Zone 2 for the London Underground as varied from time to time by Transport for London. “Charges” means the charges: (i) shown in the Price List or other published literature; (ii) communicated to the person making the Booking; or (iii) for certain Account Bookings, the price calculated in accordance with charge rates agreed between JHD Logistics Ltd and the Customer (in each case as applicable). “Christmas Period” means between 18:00 hours on 24 December to 23:59 hours on 26 December, in any year, and from 18:00 hours on 31 December to 23:59 on 1 January, in any year. “Collection Address” means the address stated by the Customer at the time of making the Booking as the address from which the Vehicle shall collect the Goods. “Contract” means a contract, which includes journey details, for the provision of Services to Customers in respect of Account Bookings (where the Customer contracts with JHD Logistics Ltd) “Courier Vehicle” means a vehicle used for the carriage or delivery of Goods. “Courier Services” means: (i) the carriage or delivery of Goods in the UK; and (ii) the delivery of Goods nationally. “Data Protection Legislation” means all applicable legislation for the time being in force in the UK or any part of it, pertaining to data protection, data privacy, data retention and/or data security (including the Data Protection Directive (Directive 95/46/EC) (as may be superseded by the General Data Protection Regulation (Regulation 2016/679) (“GDPR”)) and the Privacy and Electronic Communication Directive (Directive 2002/58/EC) (as may be superseded by the Regulation concerning the respect for private life and the protection of personal data in electronic communications (Regulation on Privacy and Electronic Communications) 2017/0003 (COD) (“e-Privacy Regulation”) and national legislation implementing or supplementing such legislation in the United Kingdom) and all associated codes of practice and other guidance issued by any applicable data protection authority. The terms “personal data”, “process”, “data controller” and “data processor” shall have the meanings given in the applicable Data Protection Legislation. “Destination Address” means the address stated by the Customer at the time of making the Booking as the address to which the Vehicle shall deliver the Customer, any Passengers or the Goods. “Driver” means any person who drives a Delivery Vehicle. “Fulfilment Partner” means a third-party private hire company. “Goods” means any goods transported by us pursuant to a Contract. “London Postal Area” means the areas corresponding to the postcode areas for London, as varied from time to time by the Royal Mail. “Personal Data Breach” means the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to any Processed Data. “Price List” means the list maintained by us of certain of our Charges relating to the Services. “Priority Account” means an Account designated as a ‘Priority Account’ by JHD Logistics Ltd. “Priority Plus Account” means an Account designated as a ‘Priority Plus Account’ by JHD Logistics Ltd “Processed Data” means personal data provided from the Customer to JHD Logistics Ltd in relation to the Services. “Services” means Courier Services. “Terms” means these terms and conditions, as amended from time to time. “Vehicle” means a Courier Vehicle. “Waiting Time Charge” means £15 per hour, with the first 30 mins free of charge. “Writing” and “Written” means any written communication including email and SMS.
1. General
1.1 The Carrier is not a common carrier and accepts at its sole discretion Consignments for carriage subject only to these Conditions. These conditions shall apply to the exclusion of any other terms and conditions (including those of the Customer). Unless agreed in writing by a Director of the Carrier, no employee, agent or sub-contractor of the Carrier is authorised to alter or vary these Conditions.
1.2 The Customer acknowledges and agrees that the Conditions excluding or restricting any liability of the Carrier are reasonable having regard to the existence of alternatives and other carriers available to it.
1.3 The Customer warrants that it is either the owner of the Consignment and accepts these Conditions or is authorised by such owner to accept these Conditions on such owner’s behalf.
2. Dangerous Goods
2.1 The Customer must disclose all Dangerous Goods in advance and unless otherwise agreed, the Carrier will not accept or carry Dangerous Goods. Where the Carrier accepts Dangerous Goods for carriage they must be classified, packed and labelled in accordance with any applicable statutory regulation for the carriage of such substance and with any specific instructions of the Carrier. The Customer shall further provide such information, document or declaration as may be necessary to enable the carriage of such substance. The Customer acknowledges that in the event that the Carrier incurs extra costs in relation to the carriage of Dangerous Goods, these costs will be reimbursed by the Customer.
3. Delivery
3.1 The Customer shall ensure that the Consignment is properly packed and labelled in accordance with statutory requirements and is fit and safe to be carried, stored and transported by road, air, rail or sea as may be appropriate.
3.2 The Carrier will use all reasonable efforts to deliver within the time specified for delivery but unless otherwise agreed these are estimates only.
3.3 Unless the Carrier has otherwise agreed in writing with the Customer.
3.3.1 The Carrier can be required to provide labour or special equipment for loading or unloading the Consignment, that carried by the vehicle used by the Carrier.
3.3.2 The Customer warrants that it will provide or procure any special equipment required for loading or unloading the Consignment and shall indemnify and hold harmless the Carrier for any damage, however caused, if the Carrier is instructed to load or unload any Consignment requiring special equipment where such equipment has not be provided or procured by the Customer.
4. Consignment Notes
4.1 If required, the Carrier shall sign a document prepared by the Customer acknowledging receipt of the Consignment but such document shall not be evidence of the condition, declared nature, quantity or weight of the Consignment at the time it is received by the Carrier.
4.2 The Carrier may require acknowledgment at the point of delivery of the Consignment and any such receipt given shall be conclusive evidence of proper delivery.
5. Transit
5.1 Transit commences when the Carrier takes possession of the Consignment, whether at the point of collection or at the Carrier’s premises.
5.2 Where a Consignment cannot be delivered (for whatever reason), or is held by the Carrier to await order, or further instructions are not given, or the Consignment is not collected within 48 hours of notice being given to the Customer, or such other time as the Carrier may nominate, then transit shall be deemed to end at the expiry of such time.
5.3 The Carrier shall be entitled to recover any expenses incurred in attempting to effect delivery.
6. Governing Law and Jurisdiction
6.1These Conditions and all contracts with Customers shall be governed by and construed in accordance with the Laws in England and any proceedings shall be subject to the exclusive jurisdiction of the English Courts.
7. Undelivered or Unclaimed Goods
7.1 Where the Carrier is unable to effect delivery as requested by the Customer, or where transit has come to an end, the Carrier shall use its reasonable endeavours to notify the Customer and the Consignee of any undelivered or unclaimed goods.
8. Cancellation
8.1 In the event of cancellation of any of additional carriage, whether for a Consignment by the Customer within 30 minutes prior to the start of transit from inner London postcodes (EC1-4, WC1-2, W1, SW1, SE1) and within 60 minutes prior to the start of transit from any other destination, the Customer shall be liable to the Carrier for any losses incurred by the Carrier, as a result of the cancellation not exceeding the full cost of hiring. 8.2 A minimum cancellation fee applies to above circumstances, with figure of 20% of the total booking fee per additional, pre-booked assignments and 20% per contracted assignments.
9. Carrier’s Charges
9.1 Payment terms are 14 days from date of invoice. Any variations to these terms are to be agreed in writing.
9.2 The Carrier’s charges shall be based on its tariffs in effect at the time of performance. The Carrier will prepare invoices fortnightly. Any balance outstanding shall become due immediately on demand.
9.3 Charges are payable in full without any right of deduction or set off on the due date notified to the Customer or failing such notification within seven days after the date of the relevant invoice. The Carrier shall be entitled to charge interest at 3 .5% above the prevailing Official Dealing Rate of the Bank of England calculated on a daily basis on all overdue amounts. Any queries in respect of an invoice must be made in writing within seven days of the date of the invoice otherwise it will be deemed to have been accepted and will be payable in full.
9.4 The Carrier when picking up or delivering any additional Consignment allows for up to 30 minutes only for loading, unloading or waiting. Any extra time accumulated will incur an additional charge of £15 per hour for account holders.
9.4.1 Any additional charges incurred for loading, unloading or waiting will be automatically charged to the customer’s account. 9.4.1 In the event of late payment, the Carrier reserves the right to suspend the account, making further work subject to payment of outstanding fees, unless new and only exceptional terms can be agreed between the Carrier and the Customer.
10. Limitation of Liability
10.1 The Carrier ‘s Goods in Transit insurance covers the transported goods up to the physical replacement value of £10,000. The Carrier shall not be liable in respect of any loss or damage to any Consignment above the value of £10,000. The Customer is advised to arrange an additional cover. 10.2 The Carrier shall not be liable in respect of any loss or damage to any Consignment as a result of any:
10.2.1 Force majeure event which shall mean any circumstance beyond the reasonable control of the Carrier, (including, without limitation, acts of God which for the avoidance of doubt shall include adverse weather conditions, road closures, outbreak of hostilities, riot, civil disturbance, acts of terrorism, the act of any government (including refusal or revocation of any licence or consent) fire, explosion, flood, power failure, failure of telecommunication lines, fuel shortage, any strike, lock out or other form of industrial action, and/ or in the event of an epidemic, pandemic or disease);
10.2.2 Seizure or forfeiture under legal process;
10.2.3 Act, omission, or misrepresentation by the Customer, owner of the Consignment, Consignee or independent contractor;
10.2.4 Inherent liability to wastage in bulk or weight, defect or inherent defect, natural deterioration or fragility of the Consignment (notwithstanding that it may be marked “Fragile”);
10.2.5 Insufficient or improper packing, labelling or addressing unless it is previously agreed in writing that the Carrier shall undertake such task; or
10.2.6 Marine risk
10.3 The Carrier shall not in any circumstances be liable for loss or damage to the Consignment after transit is deemed to have ended, whether or not caused or contributed to by the Carrier.
10.4 The Carrier shall not in any circumstances be liable for any loss or damage where there has been fraud on the part of the Customer, owner of the Consignment or Consignee, unless the fraud has been contributed to by the Carrier or its employees, or subcontractors acting in the course of their employment.
10.4.1 The maximum liability for any item carried by motor cycle is £100 for loss or damage howsoever caused.
10.4.2 Whether or not such loss or damage was due to the fault or negligence of the Carrier, its employees, and subcontractors or otherwise. If the Customer wishes to arrange a higher level of insurance in respect of any Consignment, then it should notify to the Carrier, who may be able to arrange this at an additional charge to the Customer.
10.5 The Carrier shall in no circumstances, except in respect of death or personal injury caused by the Carrier’s negligence, be liable for any consequential, special or indirect loss or damage costs, expenses or other claims whatsoever (whether for loss of profit or otherwise and whether due to the negligence of the Carrier, its employees, subcontractors or otherwise) which arise out of or in connection with the supply of the Carrier’s services.
10.6 The Customer shall provide to the Carrier written proof of the value of the Consignment damaged or lost and the Carrier shall be entitled to inspect the damaged Consignment.
11. Booking Types
11.1. Account Bookings 11.1.1. Prior to making any Account Booking, the Customer must first open an Account with JHD Logistics Ltd. The Customer must keep its dedicated and secret Customer Account Number confidential. 11.1.2. When making any Account Booking, the Customer must quote its Customer Account Number. If the Customer fails to do so, we shall not be obliged to perform the Booking and may, at our discretion, treat the Booking as a Non-Account Booking. 11.1.3. We shall be entitled to treat any Account Booking made quoting the confidential Customer Account Number as duly authorised by the Customer and the Customer shall be liable in respect of all Charges relating thereto. 11.1.4. In consideration of performance of Services in relation to Account Bookings, the Customer shall pay the Charges, the Priority Fee and any applicable VAT (without set off or deduction), as invoiced by JHD Logistics Ltd, within 14 days (or such shorter period as we in our absolute discretion notify to you) of the date of an invoice (the “Due Date”). 11.1.5. Payment shall be made by fortnightly invoicing (which is JHD Logistics Ltd preference) or alternatively by BACS to such bank account as we shall notify the Customer. 11.1.9. We shall invoice the Customer fortnightly in respect of Services performed in relation to Account Bookings during the previous month or at such other intervals as may be agreed by the parties in writing. Each invoice will be accompanied by a statement detailing the Services invoiced and any discounts applied. 11.1.10. In the event of non-payment of any Charges by the Due Date, we shall be entitled to charge and the Customer shall pay interest at a rate of 8% per annum on any amount outstanding until payment is made, both before and after any judgement. 11.1.11. We may, at any time, set a limit on the total credit given to any Customer at any one time and we shall not be obliged to perform Account Bookings once that limit has been reached. Any such limit shall be notified to the Customer in writing by us. 11.1.12. Any dispute in respect of the Charges shall be submitted, in writing, within 14 days of receipt by the Customer of the relevant invoice. 11.1.13. When an Account is terminated, by any means whatsoever, the Customer shall pay to us all outstanding Charges which are owed to us as at the date of termination. 11.1.14. In respect of an Account Booking, the Customer contracts with JHD Logistics Ltd for Services. 11.1.15. If a Customer opts in to use the manager portal the Customer accepts full liability for all changes and/or restrictions placed on its Account and the Customer irrevocably acknowledges and agrees that all changes and restrictions placed on its Account are made at its sole discretion and at its own risk. JHD Logistics Ltd shall be entitled to assume that all changes and/or restrictions made to an Account by a Customer have been authorised by the Customer and JHD Logistics Ltd accepts no liability whatsoever for any costs, losses, damages or liabilities suffered by a Customer as a result of a change or restriction placed on an Account via the manager portal. The Customer shall indemnify JHD Logistics Ltd against all liabilities, costs, damages, claims and losses suffered or incurred by JHD Logistics Ltd arising out of or in connection with any changes and/or restrictions placed on an account using the manager portal.
12. Courier Services
12.1 We shall use reasonable endeavours to deliver all Goods consigned for delivery to the delivery address given by the Customer within any time for so doing given by us or within a reasonable period of time and any receipt obtained by us in respect of delivery of Goods shall be conclusive as to time and place of delivery. 12.2 The Customer warrants to us that all Goods consigned for delivery are adequately packed and labelled with the details of the identity and the address of the party to whom they are to be delivered as well as the return address of the Customer. 12.3 The Customer warrants that, and a Driver may decline to accept or proceed with a Booking where he believes that, unless this is communicated at the time of the Booking, Goods weigh no more than 50Kg, and are not of a shape or dimensions that is likely to make lifting or loading difficult. A Customer should not assist a Driver to lift or load the Goods and We are not, and the Customer is, liable for any injury or damage caused to themselves, the Goods or any other property or person by reason of the Customer assisting a Driver even where the Driver invites or agrees to the Customer’s assistance. 12.4 The Customer shall not consign for delivery and we shall not be required to undertake delivery of the following: (i) any Goods which are radioactive, toxic, inflammable, explosive, noxious or otherwise of an inherently dangerous nature; (ii) any Goods that have an intrinsic value of over £1,000 unless that value has been notified to us, in writing at the time of booking the Services and we have agreed to undertake delivery thereof in writing; (iii) any Goods, the possession of which is illegal or which it is illegal to export under English Law or the law of any country to or through which delivery is to be made; (iv) any Goods of a perishable nature that may deteriorate in transit; (v) any Goods that are fragile and/or that are likely to be damaged in transit unless the precise nature of the Goods has been notified to us in writing at the time of making the Booking and we have agreed to undertake delivery thereof in writing; or (vi) any bullion, precious metals, cash (coins or banknotes) precious stones, jewellery, antiques, works of art, livestock, animals or foodstuffs unless the precise nature of the Goods been notified to us, in writing at the time of making the Booking and we have agreed to undertake delivery thereof in writing. 12.5 Where the Customer consigns such Goods for delivery as are prohibited: (i) we shall be entitled to return, destroy or otherwise dispose of such Goods as we shall, in our absolute discretion, see fit and we shall have no liability to the Customer whatsoever in respect of such Goods howsoever arising, and (ii) the Customer shall indemnify us in respect of all resulting costs, expenses and losses incurred by us. 12.6 We shall have absolute discretion in respect of any Goods consigned for delivery as to the means of delivery, route and method of delivery, handling, storage and transportation thereof unless agreed otherwise in writing. Delivery shall be complete when the Goods are delivered across the threshold on the ground floor of the Destination Address. Any Quoted Price shall not include negotiating stairs at either the Collection Address or the Destination Address. 12.7 We do not insure any Goods consigned for delivery. It is therefore the responsibility of the Customer to ensure that all Goods are appropriately insured. We accept no liability for any loss or damage to any Goods. 12.8 Each delivery of Goods shall be accompanied by a delivery note which shows the date of the delivery and any other relevant information. Upon delivery of the Goods, the Customer, having had a reasonable opportunity to inspect the Goods, shall sign the delivery note as confirmation that the Goods have been delivered and that no damage has been caused to the Goods in transit. Where the Customer believes that the Goods have been damaged, the Customer should inform us without delay. 12.9 We shall not be responsible to pay any duty, tax or levy due or payable in delivering the Goods save where we have explicitly agreed this in writing at the time of accepting the Booking. Where we have paid any duty, tax or levy arising in delivering the Goods the Customer agrees to reimburse us these payments in addition to the Charges quoted for the Services. 12.10 An additional Charge may be levied for Bookings: (i) performed after 6:00pm; (ii) performed other than on Business Days; and/or (ii) where Goods have a dimension exceeding 3ft h x 4ft w x 5ft l.
13. General
Please note that clause 13 applies to all Courier Services, performed in relation to Account Bookings.
13.1 These Terms shall be incorporated in and form part of all Contracts for the provision of the Services. Bookings can be made through our website, by telephone. The media by which you are able to make a Booking constitute an invitation to treat and your Booking constitutes an offer to Contract for Services (to JHD Logistics Ltd, the relevant Driver or the Fulfilment Partner, as applicable) which JHD Logistics Ltd, the relevant Driver or the Fulfilment Partner (as applicable) can accept (thereby creating a legally binding Contract incorporating these Terms): (i) in relation to Account Bookings, by issuing to you a Booking acceptance (in such form as we may determine from time to time). 13.2 By accepting these Terms, you are also accepting the terms of our privacy policy, which can be found at www.jhdlogisticsltd.com/privacypolicy. Our privacy policy sets out details of how we use the personal information you provide to us. We only use your personal information in accordance with our privacy policy. 13.3 Each party acknowledges that it is not relying on any statements, warranties or representations given or made by the other whether actual or implied by common law or under statute in relation to the subject matter of any Contract and that it shall have no rights or remedies with respect to such subject matter otherwise than under the relevant Contract. 13.4 We shall be entitled to vary the prices from time to time. 13.5 We shall be entitled to exercise a lien over any Goods or property belonging to any Customer until we receive full payment of any Charges due to us. 13.6 We may, in our absolute discretion, decline to accept any Booking. 13.7 Any dates, periods or times specified by us in connection with the performance of the Services are estimates only and time shall not be of the essence for the performance by us of our obligations under the Contract. We make no warranty that any Customer or Goods or property shall be delivered within the Customer’s stipulated time period (if any) and/or within any time period stated by us unless express reference is made to this clause 13.7 and agreed in writing by a director of JHD Logistics Ltd. 13.8 All Goods shall be ready for collection at the time stipulated by the Customer when the Booking is made. Where the Collection Address is in a Restricted Street, we will allow 2 minutes for loading. Furthermore, where the Collection Address is in a Restricted Street the Driver shall be entitled to leave the Collection Address and we shall endeavour to arrange with the Customer a revised collection time or location. If revised collection details cannot be agreed with the Customer, we may treat the Booking as having been cancelled and charge an JHD Logistics Ltd Cancellation Fee. In respect of Courier Services only where neither the Collection Address nor Destination Address is a Restricted Street, we will allow 10 minutes for loading at the Collection Address and 10 minutes for unloading at the Destination Address, making an aggregate of 20 minutes, based on: (i) the later of the arrival of the Courier Services vehicle at the Collection Address; or the booked time for collection; and (ii) the arrival time at the Destination Address. 13.9 No delay or omission by either party in exercising in whole or in part any right, power or remedy provided by law or under the Contract shall affect that right, power or remedy; or operate as a waiver of it. 13.10 The Customer agrees to indemnify and keep us fully indemnified from and against any direct and indirect losses, claims, expenses, damages or liability whatsoever incurred or suffered by us as a result of the negligence, acts or omissions or default under the Contract by the Customer, or its employees, agents or subcontractors. 13.11 The Customer shall be liable for any damage caused by load to any Vehicle. 13.12 Subject to the following provisions of this clause 3, except in respect of death or personal injury caused by our negligence, or that of our servants or agents, our liability to the Customer for loss and/or damage caused by the negligence of us and/or our servants or agents, or otherwise which arises out of or in connection with the provision of the Services or their use by the Customer shall be limited as follows: 13.12.1 in relation to the Services, our liability shall not exceed £150; 13.12.2 in the case of lost or damaged Goods, our liability shall not exceed £150 unless the Customer has notified us that the Goods have a value in excess of £150 and we have agreed in writing to be responsible for the repair or replacement of the Goods up to a greater value and the Customer shall indemnify us against any Customer’s claiming sums in excess of such limits. 13.13 To the extent permitted by law, we shall not be liable in any way whatsoever for the acts or omissions of any sub-contractors to whom we sub-contract the Services. We shall use our reasonable endeavours to ensure that we only sub-contract the Services to such third parties that have at least the minimum insurance cover required in the third party’s country of operation. If we are aware that a third party does not have a level of insurance coverage which we would expect, we reserve the right to request that the Customer signs a standard form disclaimer and acknowledgement in respect of the same. 13.14 We shall not be liable to the Customer for any loss or damage to property arising in the course of delivering, loading or unloading of Goods. 13.15 We shall not be liable to the Customer for any loss of anticipated savings, business revenues, loss of agreements, loss of opportunity or loss of business or profits whether categorised as direct or indirect or any indirect, special or consequential loss (including losses arising from business interruption, wasted management time, loss of goodwill, data and all other such loss whether or not arising in the normal course of business). 13.16 We shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing any of our obligations under the Contract. 13.17 We shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any failure to perform any of our obligations under the Contract if the delay or failure was due to any circumstances or cause beyond our reasonable control. 13.18 We shall, in no event, have any liability in respect of any claim, howsoever arising, that is not notified to us by the Customer, in writing, with sufficient particularity, to identify the nature and the quantum of the claim within fourteen (14) days of the occurrence of the circumstances giving rise to the claim. 13.19 The Customer acknowledges that the limitations on our liability as set out in this clause 5 are fair and reasonable in the circumstances and have been taken into account and reflected in the level of the Charges. 13.20 To allow us to provide the Customer with the best possible service, we may use location-based services. Information that we collect from the Customer through the use of these services shall be collected and stored in accordance with the terms of our privacy policy. By accepting these Terms, the Customer consents to our use of location-based services. The Customer can withdraw its consent at any time. The accuracy of our location-based services may vary depending on the Customer’s location and whether the Customer is in a rural or urban environment. We reserve the right to suspend or terminate the location-based services at any time. In providing active location-based services we comply with the “Industry Code of Practice for use of Mobile Phone Technology to Provide Passive Services to the UK” (which sets principles of good practice for the provision of passive and active location-based services). 13.21 Any complaints relating to the Services shall be addressed to us and made in writing within 14 days of the event giving rise to the complaint. 13.22 Termination of a Contract shall be without prejudice to any rights and/or obligations of us and/or the Customer accruing prior to the date of such termination. 13.23 Any notice required or permitted to be given by either party to the other under these Terms, shall be in writing and may be given personally or sent by email or by prepaid registered post to the other party (and in the case of Drivers or Fulfilment Partners, to the offices of JHD Logistics Ltd) at its registered office or principal place or business or such other address as may at the relevant time have been notified as that party’s address for service. Any notice served by email shall be deemed delivered immediately and by registered post shall be deemed served forty-eight (48) hours after posting to an address in the United Kingdom or five (5) Business Days after posting to an address outside the United Kingdom. In proving the service of any notice, it will be sufficient to prove, in the case of a registered post letter to provide proof of delivery. 13.24 A person who is not a party to any Contract shall not have any rights under or in connection with it. 13.25 We reserve the right to subcontract or delegate in any manner any or all of our obligations under any Contract to any third party or agent. 13.26 If any provision of these Terms, which is not of a fundamental nature, is held by any court or other competent authority to be invalid or unenforceable in whole or in part, such part, term or provision shall be deemed deleted from these Terms and the remainder shall not be affected. Should the foregoing apply the parties shall use all reasonable endeavours to agree upon any lawful and reasonable changes to these Terms which may be necessary in order, as close as possible, to give effect to the commercial intent of these Terms. 13.27 We reserve the right to amend these Terms. Notice of amendments to these Terms shall be posted on JHD Logistics Ltd website. 13.28 These Terms shall be governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the Courts of England. 13.29 Each party shall: (a) at all times during the term of this Agreement, comply with the Data Protection Legislation; (b) to the extent applicable under the Data Protection Legislation, obtain and maintain all appropriate registrations required in order to allow that party to perform its obligations under this Agreement; and (c) notify each other of an individual within its organisation authorised to respond from time to time to enquiries regarding personal data. 13.30 JHD Logistics Ltd: (a) acknowledges that, in respect of Processed Data, as between the parties, it acts as a processor; and (b) shall ensure that all JHD Logistics Ltd personnel who have access to and/or process Processed Data are obliged to keep the personal data confidential. 13.31 From the date the GDPR enters into legal force and effect in the United Kingdom, JHD Logistics Ltd:
(a) shall only process Processed Data in accordance with this Agreement and the Customer’s instructions as set out in this Agreement and as issued from time to time (“Processing Instructions”) which the Customer shall ensure are compliant with the Data Protection Legislation).For the avoidance of doubt, these Terms constitute the Customer’s instructions to JHD Logistics Ltd, and JHD Logistics Ltd is further instructed to:
(i) process personal data to communicate directly with data subjects for the purpose of providing and promoting the Services;
(ii) process personal data to communicate directly to data subjects for the purpose of promoting consumer services, and the Customer warrants that it has attained appropriate consents for this communication;
(iii) process personal data to communicate directly with data subjects for the purpose of requesting that data subjects participate in surveys to improve customer experience;
(b) if Applicable Law requires it to process Processed Data other than in accordance with the Processing Instructions, shall notify the Customer of any such requirement before processing the Processed Data (unless Applicable Law prohibits such information on important grounds of public interest);
(c) shall inform the Customer if JHD Logistics Ltd becomes aware of a Processing Instruction that, in JHD Logistics Ltd opinion infringes Data Protection Legislation, provided that, this provision is without prejudice in respect of the Customer;
(d) shall provide reasonable cooperation and assistance to the Customer in ensuring compliance with:
(i) the Customer’s obligations to respond to any complaint or request from any applicable data protection authority or data subjects seeking to exercise their rights under any Data Protection Legislation as they relate to this Agreement;
(ii) the Customer’s obligations set out under Articles 32 – 36 of the GDPR to:
(A) ensure the security of the processing;
(B) notify the relevant Supervisory Authority and any data subjects, where relevant, of any Personal Data Breach;
(C) carry out any data protection impact assessments (“DPIA”) on the impact of the processing on the protection of Processed Data; and
(D) consult the relevant Supervisory Authority prior to any processing where a DPIA indicates that the processing would result in a high risk in the absence of measures taken by the Customer to mitigate the risk;
(e) notify the Customer without undue delay on becoming aware of a Personal Data Breach in respect of Processed Data processed under this Agreement;
(f) shall make available to the Customer all information reasonably required by the Customer to demonstrate JHD Logistics Ltd compliance with its obligations set out in this clause and allow and co-operate with any data protection audits and inspections conducted by the Customer or another auditor mandated by the Customer, provided that reasonable prior notice is provided, and no more than one such audit or inspection is conducted during any 12-month period unless mandated by a Supervisory Authority;
(g) taking into account the nature of and risks associated with the type of personal data collected or used in connection with the Services, shall have in place appropriate technical and organizational measures to ensure a level of security appropriate to the risks that are presented by the processing of personal data by or on behalf of JHD Logistics Ltd including where appropriate data protection by default and/or by design measures, and all other such measures as may be agreed between the parties; and
(h) at the written direction of the Customer, delete or return Processed Data and copies thereof to the Customer on termination of this agreement unless required by Applicable Law and/or permitted under applicable Data Protection Legislation to store the Processed Data.
13.32 The provision of the Services may require the transfer of personal data to countries outside the EEA from time to time. JHD Logistics Ltd and its sub-processors shall not, without the prior written consent of the Customer, transfer any Processed Data to a country or territory outside the EEA unless adequate contractual or other assurances have first been put in place such as will enable each party to comply with the requirements of the Data Protection Legislation.
13.33 Customer hereby grants to JHD Logistics Ltd general authorisation for sub-processing (including, without limitation, Group Members), provided that: (a) JHD Logistics Ltd and the sub-processor enter into a contract on terms substantially as protective as this clause; (b) JHD Logistics Ltd shall keep Customer informed of any intended changes concerning the addition or replacement of sub-processors, giving Customer the opportunity to object to such changes on reasonable grounds of non-compliance or material risk of non-compliance by the Customer with Data Protection Legislation, provided that the Customer shall notify JHD Logistics Ltd of its objections in writing within 7 calendar days of JHD Logistics Ltd notification; and (c) JHD Logistics Ltd shall remain fully liable to the Customer for the performance of the sub-processor’s obligations. 13.34 The parties acknowledge that the types of personal data processed pursuant to this Agreement (i.e., Processed Data) (including the subject matter, duration, nature and purpose of the processing and the categories of data subject) are as described in Annex 1. 13.35 If and to the extent, JHD Logistics Ltd is a data controller in relation to personal data collected under this Agreement, JHD Logistics Ltd shall comply with the applicable provisions of the Data Protection Legislation. 13.36 The Customer may provide JHD Logistics Ltd with staff personal data for the purpose of on-boarding such staff to allow them access to the Service. The Customer warrants that it shall have the appropriate lawful basis for obtaining and providing such staff personal data to JHD Logistics Ltd. 13.37 The Customer warrants, that in relation to all Processed Data, the Customer will have all necessary consents of the relevant data subject for their personal data to be shared with JHD Logistics Ltd and, if relevant, any of the Fulfilment Partners.
ANNEX 1
Processed Data
The parties set out below a description of the Processed Data being processed under this agreement and further detail required pursuant to the GDPR.
- Types of personal data
Personal details (title, first name, last name), position, contact information including email address and mobile phone number, location data, employer, passport, driver’s licence, goods and services provided, financial information (bank or credit/debit card details), internet protocol address.
- Duration of processing
Until the latest of (a) termination of this Agreement in accordance with its terms; or (b) the date upon which processing is no longer necessary for the purposes of either party performing its respective obligations under this Agreement (to the extent applicable) or (c) processing for the purpose of compliance with Applicable Law and/or regulatory requirements.
- Nature of processing
Collection, storage, duplication, electronic viewing, deletion and destruction.
- Purpose of processing
The provision of ground transportation services and to communicate directly with data subjects for the purpose of providing and promoting the Services, to process personal data to communicate directly to data subjects for the purpose of promoting consumer services, and to process personal data to communicate directly with data subjects for the purpose of requesting that data subjects participate in surveys to improve customer experience.
- Categories of data subject
Customers, officers, employees and temporary staff of Customer and its Group Members and partners, complainants, correspondents, enquirers, suppliers, advisers, consultants and professional experts.
JHD Logistics Ltd 