Definitions

1. “Confidential Information” has the meaning set out in clause 12.2;
2. “Effective Date” has the meaning set out in clause 14.1;
3. “Initial Period” has the meaning set out in clause 14.1;
4. “Intellectual Property Rights” means patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and rights to apply for or register the same (present, future and contingent), and including all renewals, extensions, revivals and all accrued rights of action);
5. “Insolvency Event” means: in relation to a corporate entity, any of the following events:
   1. a petition is presented applying for an administration order to be made in respect of the other party or a petition is presented or notice is given or an order is made or an effective resolution is passed for the liquidation or winding up (or any similar judicial process) of the other party;
   2. the other party seeks or enters into any composition or arrangement for the benefit of its creditors or convenes a meeting for the purpose of making such arrangement or composition or suffers or permits any distraint or distress proceedings or an encumbrancer takes possession or an administrative receiver or a receiver or manager is appointed of all or any part of its assets or undertaking or if it takes or suffers any similar action in consequence of debt or a judgment is entered and is not paid out within seven days; or
   3. the other party ceases or threatens to cease to carry on its business or substantially the whole of its business or disposes of its undertaking or stops payment or threatens to stop payment of its debts as and when they fall due or is deemed to be unable to pay its debts as they fall due within the meaning of section 123 Insolvency Act 1986;
6.  “Order Form” means the documentation whether physical or on-line confirming an order with Despatch Cloud Ltd which sets out the requested Service, the Subscription Term, payment schedule and payment due dates as agreed between the parties;
7. “Renewal Period” has the meaning set out in clause 14.1;
8. “Service” means all products or services provided by Us, ordered by you either under a free trial or via an Order Form and made available by Us to you online via our Website a detailed description of which can be found on the Website.
9. “Software” means all human readable, machine operable and all other forms of the software which comprise the Services and incorporating all forms of any modifications made to it by Despatch Cloud Ltd from time to time;
10. “Subscription Term” means the duration for which you subscribe to the Service comprising of the Initial Period and the Renewal Period;
11. “We”, “Us”, “Our” or “Despatch Cloud Ltd” means Despatch Cloud Ltd whose registered number is 09615192 and whose registered address is at Despatch Cloud Ltd, United 76, Warfield Road, Kellthorpe Industrial Estate, Kelleythorpe, Driffield, YO25 9FQ;
12. “Website” means https://despatchcloud.com/ or https://courierapi.co.uk/ or such other website or subdomains on which we may make the service available;
13. “User” means the individuals for whom a subscription has been ordered and who are authorised by you to access and use the Service; and
14. “you” means you, the person using our products, Service or visiting our Website and the company to which that person is a director, consultant, subcontractor, associate or an employee

Description of Service

1. The Service shall be provided to you as set out in the applicable Order Form. Any new features which are subsequently added to the Service during the Term shall also be, unless agreed otherwise in writing, subject to this Agreement.
2. Despatch Cloud Ltd cannot guarantee that the Service will be continuously available as the Service may be unavailable from time to time due to either:
   1. scheduled downtime for Service upgrades and/or maintenance; and/or
   2. any circumstances which are beyond Our control such as technical failures
3. Despatch Cloud Ltd cannot guarantee any aspect of the Service which is reliant on third party services, such as Hosting, ISPs, Internet Security, Power, or critical sub-contracted services

Free Trial

1. If you sign-up for a free trial period to our Service via our Website or directly through our sales team, We will make the Service available to you on such a basis (that is, non-paid for access) until the earlier of either:
   1. the expiry of the free trial period for which you have subscribed, which is normally 1 month unless agreed in writing with Us; or
   2. the processing of 100 orders, or
   3. the commencement date of any paid for Service requested by you.
2. From time to time additional terms may be applicable to a free trial period. We will make any such additional terms and conditions available on the Website and such terms shall be incorporated into, and shall form part of, this Agreement.
3. Your access to the Service will be suspended immediately on expiry of the free trial period for which you have subscribed. If you wish to continue using our Service, you must return to Us a signed copy of the Order Form prior to the expiry of the free trial period to guarantee uninterrupted and continuous access to, and use of, the Service.
4. Any data which has been inputted into the Software by you during the free trial period shall be archived after 60 days of inactivity on your account.

Terms of Use

1. In order to subscribe to our Service, each account must be connected to an individual person. In the circumstance where you are an organisation, each account must be assigned to an individual employee at that organisation. We cannot accept any subscriptions where accounts are registered or run through automated methods.
2. You must provide your full legal name, a valid email address and any other information requested by Despatch Cloud Ltd in order to complete the signup process and license.
3. You are responsible for maintaining the security of your account login information (username & password and any third factor authentication service) Despatch Cloud Ltd cannot and will not be liable for any loss or damage from failure to comply with this security obligation. You must notify Us immediately in the event of loss of your username and password.
4. Despatch Cloud Ltd hereby grants you a limited, non-transferrable, non-exclusive licence to use and access the Service solely for your internal business purposes provided that you shall not:
   1. licence, sub-licence, sell, resell, rent, lease, transfer, assign, distribute or otherwise exploit the terms of this licence or make the Service available for access or use by any person(s) other than the Users, save as for is expressly permitted by this Agreement or authorised by Despatch Cloud Ltd;
   2. use the Service to process any data unlawfully or for any third party;
   3. allow any unauthorised access to, or use of, the Service. You must notify us immediately in the event that you become aware of any such unauthorised access to, or use of, the Service;
   4. modify, adapt, decipher, decompile, reverse engineer or otherwise attempt to determine the source code of the Software which makes up the Service except as otherwise expressly permitted by law;
   5. use the Service in an unlawful manner including, but not limited to, the infringement of any third party intellectual property rights or use of the Service in breach of any third party’s privacy rights;
   6. use the Service in a manner that interferes or disrupts with the provision of the Service by Despatch Cloud Ltd to third parties;
   7. use the Service to upload, store or transmit any malicious code or other similar harmful software such as viruses, malware or trojan horses;
   8. use the Service to make any transmission, display or publication of any material which is of a defamatory, offensive, abusive or menacing character to any other person; or
   9. use the Service for any transmission, display or publication of any material in breach of the Data Protection Act 2018 (or any amending statute) dealing with data protection or similar legislation in any other country of any material which is confidential or is a trade secret.
5. You are responsible for ensuring that the Users comply with the terms of this Agreement and that Users do not access or use the Service in breach of this Agreement.
6. Where you have signed-up for a subscription account, you may not transfer your concurrent licence to use and access the Service to any third party;
7. You may not use your account for any illegal or unauthorised purpose. You must not, during your use of this Service, violate any laws in your jurisdiction (including, but not limited to copyright laws).
8. You may not adapt the service in whole or in part in order to circumvent the fee structure.
9. You agree to indemnify Despatch Cloud Ltd against all and any losses, costs and expenses Despatch Cloud Ltd may incur as a result of any breach by you of this clause 4.
10. Various services may be required to be set up on your account or data input, you are normally required to set these services and/or input the data up yourself and we may in rare circumstances, and at our sole discretion, set services or input data up on your behalf. In the event that you have set up the service and/or input data you are responsible for the data, both to verify that it is correct and that it is accurately input. Where services or data has been input by us you are solely and strictly liable to verify that the service has been set up and/or the data input correctly.

Account Billing, Invoicing and Refunds

1. You shall be billed for the Service in advance at the Effective Date and/or Renewal Period of your subscription term. Payments received from you by Despatch Cloud Ltd shall be on a non-refundable basis. There will be no refunds or credits for partial months of Service, upgrade/downgrade refunds, or refunds for months where you have not used the service.
2. Despatch Cloud Ltd reserves the right to suspend or terminate access to the Service upon seven (7) days written notice to you in the event of late or non-payment of Despatch Cloud Ltd’s invoices.
3. Notwithstanding the payment schedule for the Services to which you have subscribed, certain Services may incur additional charges which will be invoiced monthly to you. We shall notify you in advance of any additional charges applicable to your subscribed Services.
4. If you choose to add any additional Service during your Initial or Renewal Period, payment terms for any additional Service shall be agreed with Despatch Cloud Ltd and will be set out in a new payment schedule.
5. Additional Users may be added to your account during your Subscription Term and an additional charge per user will be payable in line with your contract terms stated on the order form when added to the Service.
6. If you experience account activity over the limits specified in your contracted plan (number of concurrent users, number of orders, number of SKUs), Despatch Cloud Ltd reserves the right to make overage charges for the period(s) of excess activity at the next plan level unless you choose to upgrade to the next plan level. Periods will be measured as complete months and part months will be charged as a full month. For the avoidance of doubt, if any overage charges are made they will not exceed the next (higher) plan level charges.

Cancellation and Right to Monitor

1. Upon cancellation of an account, payment is to be made up to the end of the billing period you are in. Under no circumstances shall any refunds for non-use of the Service be given due to early termination of the Service by you without cause.
2. Cancelled accounts will have their data archived in a secure backup facility for up to 12 months after cancellation, upon the expiry of which it will be automatically deleted. During such 12 month period you can elect to have this data extracted and supplied to you or alternatively deleted.
3. Despatch Cloud Ltd recognises and confirms that the information from you contained in and processed by the Service is confidential. In the normal provision of the Service Despatch Cloud Ltd would not access or monitor your account. However, Despatch Cloud Ltd reserves the right to utilise such access in order to support, manage and protect the integrity of the Service (including but not limited to preventing illegal activity, uploading of virus infected files or questionable material and for general customer support).

Right of Refusal

1. Despatch Cloud Ltd has the right to accept or decline trial and paid account requests in its sole discretion with no obligation to detail the reasoning behind such decision.

Modifications to the Service and Prices

1. Despatch Cloud Ltd reserves the right to increase prices at any time. Notice will be given of at least 28 days in advance of any price changes. In the event that you do not agree to any price increases of which you are notified, you may terminate this Agreement within the aforementioned 28 day notice period on written notice to Despatch Cloud Ltd.
2. In order to fulfil its obligations in managing and upgrading the Service, Despatch Cloud Ltd may at any time amend the Service and any documentation relating thereto for any reason including, but not limited to: legal, technical, or business considerations.
3. You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, Despatch Cloud Ltd or any Despatch Cloud Ltd product.

Support

1. Optional telephone & Internet based support is available between the hours displayed at https://despatch.cloud
2. A support ticket may be raised by you at any time but you acknowledge that Despatch Cloud Ltd will only respond during the hours detailed in section 9.1 above. Email support is available 24 hours, 5 working days per week (Monday to Friday excluding Holidays), and we aim to respond within one working day.

Code and Data Ownership

1. Any data entered in your live account database or uploaded to the Service remain yours at all times and can be supplied if needed as a digital file upon request for this there will be a charge of £75 as an administration fee.
2. Despatch Cloud Ltd does not pre-screen any content, but reserves the right to refuse or remove any content available via the Service although you acknowledge and accept that Despatch Cloud Ltd are not obliged to monitor such content as a standard part of the Service provided.
3. Despatch Cloud Ltd houses all Software on servers which are either owned by Us or leased from third parties. Unauthorised distribution of the Software without prior consent is strictly prohibited and includes placing our Software on any physical or virtual servers or mediums without special agreement or written consent form Despatch Cloud Ltd.
4. The Despatch Cloud Ltd code will not be accessible for any subscription accounts.
5. Despatch Cloud Ltd shall have the right to collect and analyse data and other information in relation to your use, provision and performance of the Services and Despatch Cloud Ltd will be free to:
   1. use such data and information (during the term of the agreement and thereafter) in an aggregated and anonymised form to create reports and improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Despatch Cloud Ltd offerings, and
   2. in connection with its business disclose data and information on an aggregated and anonymised basis to third party commercial partners and investors.
6. Despatch Cloud Ltd is required by certain sales channels to ensure that Personally identifiable information (PII) is removed from our systems after it is no longer required for the initial purpose. Despatch Cloud has the right to and will redact PII, where required by the sales channel, The PII data will remain on the sales channel if required.
7. As part of the service we provide, you have the ability to download PII data. You must comply with rules of the sales channels you subscribe, to as well as the following
   1. Download PII data only for the purpose of, and as long as is necessary to fulfill orders (no longer than 30 days after order shipment), or to calculate/remit taxes/ After which the data must be deleted securely.
   2. Ensure that the downloaded data is secure, with such measures as password protections, encrypted storage and access controls
   3. If data is held for the purposes of Tax compliance that is required by law to retain archival copies of PII, this archived data must be stored as a “cold” or offline (e.g., not available for immediate or interactive use) backup stored in a physically secure facility, and all archived data on backup media must be encrypted. In the event that PII is lost, you must be able to recover all PII lost (i.e., the data is erased or unavailable for processing due to system crash or ransomware).
   4. Despatch Cloud reserves the right to audit your systems to verify compliance with clauses 10.7.1 10.7.2 & 10.7.3

Data Loss & Backups

1. Despatch Cloud Ltd will not accept under any circumstances the liability for any loss of customer data whether that be through general use, hacking or server failure.
2. Despatch Cloud Ltd will operate one daily backup of the subscription account data and the server itself.

Confidentiality

1. Despatch Cloud Ltd will at all times be committed to ensuring the confidentiality of information. Any information submitted by the customer will only be used by Despatch Cloud Ltd in accordance with the instructions of the customer or in accordance with the terms of this agreement.
2. Each party agrees and undertakes that during the term of this Agreement and thereafter it will keep confidential, and will not use for its own purposes, any information of a confidential nature (including without limitation trade secrets and information of commercial value) which may become known to that party from the other party (“Confidential Information”) nor without the prior written consent of the other party disclose to any third party any Confidential Information unless the Confidential Information:
   1. is in the public domain at the Effective Date of this Agreement;
   2. is already known to that party at the time of disclosure;
   3. becomes public knowledge other than by breach of this Agreement; or
   4. subsequently comes lawfully into the possession of that party from a third party who is under no obligation of confidentiality.
3. To the extent necessary to implement the provisions of this Agreement each party may disclose the Confidential Information to those of its employees and sub-contractors as may be reasonably necessary to perform its obligations under this Agreement, provided that before any such disclosure each party shall make those employees and sub-contractor aware of its obligations of confidentiality under this Agreement and shall at all times procure compliance by those employees and sub-contractors with this clause 12.

Warranty

1. Despatch Cloud Ltd warrants that:
   1. it has the right to provide the Service and any accompanying materials as contemplated under this Agreement and that each of the foregoing, and their provision in accordance with the terms of this Agreement, does not and will not infringe the Intellectual Property Rights or other rights of any third party;
   2. the Service will operate and function as described on the website, or where additional service agreements have been agreed by a specification providing in writing;
   3. the Service will be provided with all due care, skill and diligence and by means of appropriately qualified and skilled personnel.
2. Although Despatch Cloud Ltd does not warrant that the Service supplied hereunder shall be free from all unknown viruses, Despatch Cloud Ltd warrants that it has checked the Software for the most commonly known viruses.
3. Except as expressly set out in this Agreement and subject only to clause 15.1, no implied conditions, warranties or other terms, including any implied term relating to satisfactory quality or fitness for any purpose, will apply to the Service or to anything else supplied or provided by Despatch Cloud Ltd under this Agreement.

Term and Termination

1. This Agreement shall commence on the date upon which you first access the Service (the “Effective Date”) and shall continue in full force and effect for the contract term which is detailed on your Order Form (the “Initial Period”) following which this Agreement shall automatically renew for successive periods of one (1) months (“Renewal Period”) unless terminated in accordance with the provisions of this clause 14.6. If you sign-up for a free trial period and do not wish to convert to a subscribed Service package, this Agreement shall automatically expire at the end of the free trial period.
2. You may terminate this Agreement without cause with thirty (30) days’ prior written notice to Despatch Cloud Ltd to take effect only on the anniversary of the Effective Date.
3. You may terminate this Agreement immediately in writing to Despatch Cloud Ltd if the Service is unavailable or inaccessible to you and your Users for either
   1. more than three (3) consecutive days; or
   2. more than five (5) days in any thirty (30) day period as a result of the fault or failure of Despatch Cloud Ltd.
4. Despatch Cloud Ltd may terminate this Agreement without cause immediately.
5. Without prejudice to any other rights to which it may be entitled:
   1. either party may terminate this Agreement with immediate effect if the other party commits any material breach of any of the terms herein and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified under this sub-clause 14.5.1 of the breach, such notice to refer to the notifying party’s intent to terminate this Agreement unless the breach is remedied; or
   2. either party may terminate this Agreement with immediate effect if the other suffers an Insolvency Event; or
   3. in the case of a force majeure event as specified under the “Force Majeure” section below, either party may terminate this Agreement with immediate effect pursuant to that Clause.
6. Despatch Cloud Ltd may, as an alternative to sub-clause 14.5.1 above, cancel your access to the Service with immediate effect if you are in material breach of any obligation in this Agreement.
7. Verbal, physical, written or other abuse (including threats of abuse or retribution) directed towards any Despatch Cloud Ltd customer or employee will result in immediate account termination.
8. Despatch Cloud Ltd reserves the right to terminate or suspend any or all of its customer accounts at will and if reasonably necessary. Discretion will be used, and action may be taken if needed to ensure server integrity for other customers.
9. Upon termination of the agreement all amounts owing to Despatch Cloud Ltd, become due immediately.

Liability

1. Despatch Cloud Ltd.’s liability:
   1. for death or personal injury caused by its negligence;
   2. for fraud or fraudulent misrepresentation or any other fraudulent act or omission;
   3. for breach of any obligations implied by section 2 of the Supply of Goods and Service Act 1982;
   4. or for any other liability which may not lawfully be excluded or limited; is not excluded or limited by this Agreement, even if any other term of this Agreement would otherwise suggest that this might be the case.
2. Despatch Cloud Ltd shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses (even if Despatch Cloud Ltd has been advised of the possibility of such damages), whether such liability arises due to an indemnity, tort, negligence, breach of contract, misrepresentation or for any other reason.
3. Subject to Clauses 15.1 and 15.2, Despatch Cloud Ltd.’s total aggregate liability for any:
   1. account subscription Service under or in relation to this Agreement (and whether the liability arises because of breach of contract, negligence or for any other reason) shall be limited to the actual amount paid by or payable you to Despatch Cloud Ltd during the previous one (1) months of the Service; or
   2. free trial period under or in relation to this Agreement (and whether the liability arises because of breach of contract, negligence or for any other reason) shall be limited to an sum no greater than £300; whether such liability arises due to breach of contract, negligence or for any other reason. The foregoing limits on liability shall apply to each event or series of connected events.
4. Unless otherwise agreed in writing, if you have software developed for you either by Us or by a third party which is unique to your instance of the service or is not generally available to other clients (bespoke service), you are responsible for ensuring that any update or revision to the service is tested to ensure that both the service we provide and the bespoke service is not in conflict.
5. Entirely at the discretion of Despatch Cloud, we may offer an ex gratia payment. For the avoidance of doubt the calculation of any ex gratia is at the discretion of Despatch Cloud and would be based on the minimum necessary to make the client whole again.

Restricted Content

1. Uploading any restricted content as listed below may result in immediate account termination. You must not upload, post, host, process or transmit the following items to or from the Service including but not limited to:
   1. Unsolicited email, SMS’s, or “Spam” messages;
   2. Worms, viruses or code of a destructive nature; or
   3. Questionable or Illegal material. (Including copyrighted material); or
   4. Data which breaches any provisions of the Data Protection Act 2018.

Data Protection

1. In this clause 17 and wherever else appearing in this Agreement, the terms “Personal Data”, “Data Controller”, “Data Processor” and “Processing”, “Process” and “Processed” have the meanings given in the Data Protection Act 2018 (the “Act”) as amended from time to time.
2. To the extent that either you or Despatch Cloud Ltd is acting as a Data Controller under this Agreement, it shall comply with the Act.
3. To the extent that Despatch Cloud Ltd is a Data Processor in respect of any Personal Data Processed by it under this Agreement, Despatch Cloud Ltd shall:
   1. only Process Personal Data as is necessary to perform its obligations under this Agreement and (without prejudice to clause 13.1.3) ensure that such data shall be held and Processed only in accordance with the Act;
   2. Process the Personal Data only for such purposes as are instructed by you and ensure that Our Processing does not put you in breach of the Act;
   3. comply with any instructions you give Us in relation to the collection of Personal Data (where We do this on your behalf) in order to ensure compliance with the Privacy and Electronic Communications (EC Directive) Regulations 2003 in respect of your marketing intentions in respect of such Personal Data;
   4. put in place and at all times maintain appropriate technical and organisational measures against unauthorised, accidental or unlawful access to the Personal Data (having regard to the state of technological development and the costs of implementing any such measures) as well as reasonable security programmes and procedures for the purpose of ensuring that only authorised Despatch Cloud Ltd personnel have access to the Personal Data processing equipment to be used to Process the Personal Data, and that any persons whom it authorises to have access to the Personal Data shall respect and maintain all due confidentiality;
   5. promptly provide you with all information in its possession concerning any unauthorised or accidental disclosure or access made by any Despatch Cloud Ltd staff or any other identified or unidentified third party to any Personal Data held by it on behalf of you.
   6. promptly comply with any change of instructions from you relating to:
      1. Personal Data; and
      2. Despatch Cloud Ltd’s role as a Data Processor; as issued in accordance with this Agreement and/or as otherwise required by changes or amendments to applicable law or regulatory requirement;
   7. not cause any Personal Data to be transferred outside the European Economic Area unless a data export contract is first entered into between you and the relevant data importer on terms substantially similar to those approved by the European Commission; and
   8. procure that any permitted sub-contractor of Despatch Cloud Ltd’s shall comply with the obligations under this clause 17.3 to the extent that such sub-contractor will be processing Personal Data.
   9. Despatch Cloud may at any time release any data to the Information Commissioner Office (ICO) if Despatch Cloud has any reasonable grounds to suspect a breach of any law or regulation, or if required to the ICO or equivalent regulator, or if compelled to by a court order.
   10. Despatch Cloud may at any time release any data to sales channels if Despatch Cloud has any reasonable grounds to suspect a breach of the terms and conditions you have with the sales channel has been breached.

Intellectual Property Rights

1. The Intellectual Property Rights in the Service and any hardware or Software used in connection with the Service is and will at all times remain Despatch Cloud Ltd’s property or that of Despatch Cloud Ltd’s licensors. This includes, but not limited to, the software code, and unique business process.
2. In the event that the Service infringes any third party rights, Despatch Cloud Ltd will indemnify you against any loss or damage and shall defend and/or settle any third party claim that the Service infringes provided always that you promptly notify Despatch Cloud Ltd of any such claim in writing, give Despatch Cloud Ltd the sole control of any such action or proceedings and give Despatch Cloud Ltd such assistance as it may reasonably require to settle and/or defend such action or proceedings. Any award of costs and/or damages shall belong to Despatch Cloud Ltd in such event, Despatch Cloud Ltd shall, at its option:
   1. procure for you the right to continue to use the Service;
   2. make the Service available without infringing so far as Despatch Cloud Ltd is aware any third-party Intellectual Property Rights; or
   3. terminate this Agreement forthwith on written notice to you.
3. The indemnity in Clause 18.2 above shall not apply to any infringement resulting from:
   1. use of the Service which does not comply with the uses permitted under this Agreement;
   2. any modification or change to the Service carried out by Despatch Cloud Ltd on your request; or
   3. the combination of the Service with any third party product and/or Service or modification undertaken by you without the prior written consent of Despatch Cloud Ltd.
4.  Use of the service means that unless you opt out in writing, Despatch Cloud Ltd has the option at their sole discretion to disclose the existence of the relationship to third parties, for the purpose of the marketing of Despatch Cloud Services. This includes reasonable use of the company name, brand and/or logo.

Force Majeure

1. The obligations of each party under this Agreement shall be suspended during the period and to the extent that such party is prevented or hindered from complying with them by any cause beyond its reasonable control such as an Act of God, flood, fire, earthquake, terrorism, riots, civil disorders, strikes, lockouts or other forms of industrial action on the part of Despatch Cloud Ltd staff. In the event that the cause continues for more than thirty (30) consecutive days, either party may terminate this Agreement immediately upon written notice to the other party in accordance with Clause 19.4.3 under the “Termination” section above.

General

1. Nothing in this Agreement is intended to confer on a person any right to enforce any term of this Agreement which that person would not have had but for the Contract (Rights of Third Parties) Act 1999.
2. You are not entitled to transfer or assign this Agreement without Despatch Cloud Ltd’s prior written consent. Despatch Cloud Ltd may assign, sub-contract or sub-let this Agreement or any part thereof.
3. All disputes between the parties arising out of or relating to this Agreement or the breach, termination or validity thereof shall be referred by either party in writing, first to each party’s representative. The representatives shall meet and attempt to resolve the dispute within a period of thirty (30) working days from the date of referral of the dispute to them.
4. All notices in relation to this Agreement must be in English, in writing, addressed to the other party and sent to your address set out on your Order Form or to our email address (as applicable) or such other address as either party has notified the other in accordance with this clause. All notices shall be deemed to have been given on receipt as verified by written or automated receipt or electronic log (as applicable). All other notices must be in English, in writing, addressed to the other party’s primary contact and sent to their then current postal address or email address.
5. Subject to clause 15.1, this Agreement and any Order Form sets out all terms agreed between the parties and supersedes and extinguishes all previous agreements, representations, misrepresentations, arrangements and understandings between the parties, whether written or oral, relating to its subject matter.
6. Each party acknowledges that, in entering into this Agreement it has not relied on, and shall have no right or remedy in respect of, any statement, misrepresentation, representation or warranty (whether made negligently or innocently) and whether made by either party, orally or in writing, prior to the execution of this Agreement and not expressly set out in this Agreement or any Order Form.

Non-Solicitation

1. You must not, for the duration of the term and for a period of 12 months following termination of this agreement, either directly or indirectly, whether on you own account or on behalf of another person or entity:
   1. seek to become, or become, the employer of any staff member or contractor of Despatch Cloud;
   2. set up or form a company, partnership, joint venture or other business concern with a staff member or contractor of Despatch Cloud;
   3. solicit, entice or procure any staff member or Contractor of Despatch Cloud to leave the employment of the First Party or terminate its commercial relationship with the Despatch Cloud;

Governing Law

1. This Agreement shall be governed by and construed in accordance with the laws of England and each party hereby irrevocably submits to the exclusive jurisdiction of the English Courts. Notwithstanding the foregoing nothing herein shall preclude either party from seeking injunctions from any court of competent jurisdiction in order to protect its intellectual property rights or confidential information.