STANDARD TERMS & CONDITIONS – 2-PERSON DELIVERY The Agreement between Driven Logistics Solutions Limited (“Driven”) and Client is made up of these Terms and Conditions and the Order Form. These Terms and Conditions apply to the exclusion of any other terms that Client seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing. CLIENT’S ATTENTION IS SPECIFICALLY DRAWN TO CLAUSE 15 (LIMITATION OF LIABILITY).

1. INTERPRETATION

• The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement.
• A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
• Any phrase introduced by the terms “including”, “include”, “such as”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2. DEFINITIONS

“ADR Regulations” means the European Agreement concerning the International Carriage of Dangerous Goods. “Applicable Laws” means all applicable laws, regulations, and statutes in force and which apply to the Parties from time to time. “Attempt” or “Attempts” means an attempt/s by Driven to deliver or collect a Consignment (as applicable) pursuant to the Services. “Base Fuel Price” means the price in pence per litre of diesel (excluding VAT) stated on the Order Form. “Battery Failures” has the meaning given in clause 7.3.7.1. “Bulk Loss Event” means 10 or more Consignments being lost and/or damaged in any one incident or series of related incidents. “Business Day” means a day (other than Saturday or Sunday) on which banks in England are open for a full range of banking transactions. “Charges” means all sums payable by Client to Driven pursuant to the Agreement including the charges in the Order Form, as varied from time to time in accordance with this Agreement. “Client” means the entity stated on the Order Form. “Collections” means collection of Consignments by Driven from Client or its suppliers for onward delivery pursuant to the Services. “Collections & Returns Address” means the location/s described in the Order Form or otherwise agreed between the Parties. “Commencement Date” means the date stated on the Order Form. “Confidential Information” means all information that would be regarded as confidential by a reasonable businessperson, whether or not marked as confidential, relating to the business, assets, affairs, customers, clients, suppliers, plans, intentions, market opportunities, operations, processes, services information, know-how, designs, trade secrets or software of the disclosing party. “Consignment” means Products whether in bulk or contained in one parcel or package or in any number of separate parcels or packages, in all cases sent or collected at one time in one load to or from the same address. “Control” means the ability to direct the policies or operations of an entity, whether by contract, ownership of equity interests, or otherwise. “Credit Limit” means, where applicable, the credit limit provided to Client as set out in the Order Form as amended by Driven from time to time. “CSAT” means a customer satisfaction survey. “Customer” means the Client’s customer to whom Consignments are consigned for delivery by Driven. “Customer Returns” means the collection of a Consignment for return to the Client/nominated party or Driven (for the Stocked-In Model). “Cut-Off Times” means the cut-off times relevant to the Services specified in the Order Form. “Dangerous Goods” means goods classified as dangerous goods by UNECE from time to time or by the IATA Dangerous Goods Regulations (DGR) or goods which present a comparable hazard. Dangerous Goods are also goods which can cause direct physical damage, are capable of causing injury to people or to their health or are physically dangerous to other goods. “Data” means information, including Customer Personal Data, provided by Client to Driven to enable Driven to perform the Services. “Data Protection Legislation” means all applicable laws, regulations and ICO guidance concerning the processing of Personal Data in force from time to time in the UK and Europe including the General Data Protection Regulation ((EU) 2016/679) (“GDPR”), the retained EU law version of the GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426). “Delivery Lead Times” means the typical lead times for delivery by Zone (calculated from the date the Consignment is scanned into the correct Driven DC) as set out in the Order Form. “Driven Controllable Events” means Attempts which fail due to reasons attributable to Driven (which shall not include Relief Events) as specified in the Order Form. “Driven DC” means any (UK based) Driven distribution centre used to provide the Services. “Driven Lien” means the lien defined in clause 10.3. “Driven Non-Controllable Events” means Attempts which fail due to reasons that aren’t attributable to Driven, as specified in the Order Form. “Driven Service Levels” means the service levels described as Driven Service Levels in the Order Form. “Electronic Shipment Data” means all necessary electronic data in such format as Driven may require for the performance of the Services. “Electronic Shipment Data Cut-Off” means the cut-off time specified in the Order Form for the receipt of the Electronic Shipment Data from Client in order that the Consignments can be delivered in accordance with the Delivery Lead Times and the Driven Service Levels. “Employment Losses” means any and all Losses arising out of or connected with employment or the employment relationship (or the termination thereof), including those arising out of any actions, proceedings, claims and demands and including taxation. “Excluded Goods” means (i) illegal items namely goods which are illegal, the carriage of which is illegal, or the supply of which to the recipient is illegal; (ii) goods that can only be transported by a regulated profession; (iii) goods made of asbestos or lead; (iv) weapons and replica weapons; (v) antiques; (vi) bullion, money and securities; (vii) perishable goods; (viii) precious metals; precious stones and jewellery; (ix) antiques; (x) scientific equipment; (xi) works of art; (xii) stamps; (xiii) securities; or (xiv) deeds or documents. “Force Majeure Event” means any event affecting performance by a Party of its obligations under the Agreement arising from matters beyond its control including acts of God, strikes, accidental or malicious damage, fire, riots, consequence of war, invasion, act of foreign enemy hostilities (whether war is declared or not), civil war, rebellion, insurrection, military or usurped power or confiscation, requisition, destruction of or damage to property, fuel shortages, protests, extreme weather conditions, unavoidable road and traffic delays, terrorism, intervention or action by government or other authority,  compliance with guidance from government or public authority (whether or not legally binding), epidemic or pandemic, the direct or indirect effect of ionising radiations or contamination by radioactivity, the imposition of any new administrative processes or other trade barriers arising as a consequence of the United Kingdom’s departure from the European Union or otherwise. “HHTs” means electronic terminals used by Driven to record information relating to the Services. “ICO” means the Information Commissioner’s Office or any replacement body. “Incumbent Supplier” means a present or former provider of delivery services to Client. “Initial Term” means the period set out in the Order Form. “Insolvency Event” has the meaning given in clause 12.2. “Intellectual Property” means all patents, copyright and related rights, trademarks, trade or business names, moral rights, design rights, database rights, domain names, confidential information, rights in know-how and all other intellectual property rights, including all applications for such rights, whether or not registered or capable of registration, and which subsist in any part of the world. “Losses” all liabilities, losses, demands, claims, judgments, damages, expenses, and costs including reasonable legal costs and all other reasonable professional costs and expenses. “Mainland UK” means England, Isle of Wight, Wales and Southern Scotland excluding any postcodes notified by Driven to Client from time to time. “Maximum Number of Attempts” means the maximum number of delivery Attempts that Driven will make, specified in the Order Form. “On Time In Full” means the delivery of a Consignment within the Delivery Lead Time without damage that is attributable to Driven. “Operating Hours” means the hours during which the Services will be provided, as set out in the Order Form. “Order Form” means the order form agreed by the Parties which forms part of this Agreement. “Out of Gauge Items” means items which exceed the maximum weight and/or dimension for carriage without special arrangements being made, as specified in the Order Form. “Party” means Client or Driven (and “Parties” shall mean both the Client and Driven.) “Peak Period” means, in any year, the period from Thursday before Easter Sunday to the end of May, and the period from Friday two weeks before November’s Black Friday to the second Friday in January inclusive. “Permitted Lithium Batteries” means (a) in the case of lithium batteries for powered vehicles: lithium batteries which are contained within the vehicle and which comply in all respects with Special Provisions 388 and 666 of the ADR and UN3171, are no more than 5kg net weight per Consignment, are not packed with equipment and are not loose; and (b) in the case of lithium batteries for powered equipment: lithium batteries which comply in all respects with Special Provision 188 and UN3481, either contain cells equal to or less than 20Wh or the lithium batteries are equal to or less than 100Wh, the lithium batteries are not loose and are appropriately labelled and in addition (i) for lithium batteries packed with equipment: are packed in inner packaging that entirely encloses the battery and are appropriately protected to prevent damage and/or short circuits; (ii) for lithium batteries installed in the equipment: the lithium battery must be installed within the Product but disconnected with an effective means of preventing accidental activation. “Personal Data” has the meaning given in the Data Protection Legislation. “POC” means proof of collection which shall include a signature by Customer or recipient at Customer address or photograph of Product. “POD” means proof of delivery which shall include a signature by Customer or recipient at Customer address, photograph of Product with an open door or photograph of Product in a Safe Place (where applicable). “Postcode Matrix” means the postcode matrix included within the Order Form specifying which postcodes Driven delivers to within the Zones. “Pre-Installation Questionnaire” means the questionnaire to be completed in preparation for an installation. “Product” means the products consigned by the Client for delivery or collection as a Customer Return pursuant to the Services. “Products Excluded From Compensation” means the types or characteristics of Products listed in Schedule 1 Section F. “Profile” means the percentage weekly and annual volume of Products within each band as specified in the Order Form. “Relevant Incumbent Supplier Employee” means an employee of an Incumbent Supplier or of Client, or their subcontractors whose employment relationship has effect (other than in respect of occupational pension scheme rights) on the Transfer Date as if originally made between the employee and Driven in accordance with the Transfer Provisions as a consequence of the  Incumbent Supplier ceasing to provide some or all delivery services to Client under this Agreement. “Relief Events” means the events described in clause 8. “Safe Place” means a safe place in line with instructions received from Client or the Customer. “Services” means the delivery services offered by Driven as described in Schedule 1 (Service Description). (For descriptions of specific types of Services, see Schedule 1). “Stocked-In Model” means where Client also contracts with Driven for the provision of warehousing services. “Term” means the period during which this Agreement is in full force and effect, as determined by clause 3. “Terms and Conditions” means these terms and conditions together with the Schedules. “Transfer Date” means the date on which the Incumbent Supplier ceases providing some or all of the Services or (as the case may be) or any such date that any court or other tribunal of competent jurisdiction shall determine to be the “time of transfer” under the Transfer Provisions arising out of the Incumbent Supplier ceasing to provide some or all of the Services. “Transfer Provisions” means the Acquired Rights Directive (EC Council Directive 2001/23/EC) (as amended) made under the Treaty of Rome and the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended). “Undeliverable Consignments” has the meaning given in Schedule 1 paragraph 6. “Virus” means anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices. “Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability (and “Vulnerabilities” shall be construed accordingly). “Working Days” means the days on which the Services are provided, as specified by Zone in the Order Form. “Zone” or “Zones” means the location/s the Services will be provided in, specified in the Order Form.

3. COMMENCEMENT & TERM

The Agreement shall take effect on the Commencement Date and continue for the Initial Term and thereafter unless terminated in accordance with these Terms and Conditions. Client may terminate this Agreement on 90 days written notice to expire no earlier than the end of the Initial Term.

4. SERVICES
   • The Supplier shall supply the Services to the Customer in accordance with Schedule 1 (Service Description) in all material respects.
   • The Supplier shall use all reasonable endeavours to meet the Delivery Lead Times, but any such dates or timeslots shall be estimates only and time shall not be of the essence for performance of the Services.
   • The Services shall be provided on a non-exclusive basis.
   • Driven shall be entitled to amend these Terms and Conditions at any time on 7 days’ notice.

5. DRIVEN’S OBLIGATIONS
   • Driven warrants that it has capacity and authority and all necessary licences, permits and consents required under Applicable Laws to enter into the Agreement and provide the Services.
   • Driven shall:
     • use suitably qualified and licensed personnel for performance of the Services;
     • ensure vehicles used for provision of the Services are roadworthy and suitable for the carriage of Consignments;
     • supply all equipment, software and materials necessary to perform the Services (bespoke or non-standard equipment, software, materials or services will be provided at additional cost to Client);
     • comply with all Applicable Laws affecting the Services; and
     • perform the Services using reasonable skill and care.
   • Services shall not be provided to benefit Client’s suppliers unless Driven gives prior written consent. Where Consignments are collected from or returned to Client’s suppliers, Client shall be liable for any act, omission, or default of the supplier as if it were an act, omission or default of Client.
   • Driven is not a common carrier and the acceptance of Consignments into the Driven network shall at all times be in Driven’s discretion.

6. CLIENT’S WARRANTIES & OBLIGATIONS
   • Client represents and warrants that:
     • it has, and shall procure that any supplier shall have, full capacity and authority and all necessary licences, permissions and consents to enter into the Agreement and receive the Services;
     • the Agreement is executed by a duly authorised representative of Client.
   • Client shall:
     • co-operate with Driven in all matters relating to the Services;
     • comply with all Applicable Laws (and not require Driven to perform Services contrary to Applicable Laws).
   • Client shall not, and shall procure that it suppliers shall not, place for carriage or storage with Driven any Products other than those Product types described in the Order Form (including Dangerous Goods except where specifically permitted and agreed by Driven in accordance with clause 7 and Excluded Goods):
   • During the term of the Agreement and for 12 months afterwards, Client shall not hire, employ, solicit, or entice away any employee or worker of Driven.

7. DANGEROUS GOODS
   • The only circumstances where Driven may agree to carry or store Dangerous Goods are where:
     • the Dangerous Goods are Permitted Lithium Batteries; and
     • Driven has given its prior written approval to carry Permitted Lithium Batteries.
   • In the event that Driven (at its sole discretion) has agreed to carry Permitted Lithium Batteries, it shall be a condition of this Agreement that Client shall only provide, and procure that its suppliers, sub-contractors and Customers shall only provide, Permitted Lithium Batteries to Driven which:
     • are permitted by, and packaged and labelled, in accordance with Applicable Laws;
     • are specifically approved by Driven in writing; and
     • comply with all requirements specified by Driven from time to time including in respect of Customer Returns/Exchanges (where Driven has agreed in writing to collect Permitted Lithium Batteries as part of Customer Returns/Exchanges).
   • Client warrants, represents, and undertakes that:
     • prior to providing any Permitted Lithium Batteries, Client shall ensure that such Permitted Lithium Batteries are declared fully and accurately in the Electronic Shipment Data (any liability of Client is not extinguished by providing this information);
     • it will ensure (and shall retain sole responsibility at all times for ensuring) that the Products containing Permitted Lithium Batteries are packaged and labelled in accordance with, and comply in all respects, with all Applicable Laws;
     • it shall provide in advance to Driven all correct and accurate safety certificates that correspond to the Permitted Lithium Batteries which shall be presented to Driven pursuant to the Services;
     • it shall provide a completed Dangerous Goods Note (DGN) where the Products are being shipped to any offshore island around the UK;
     • it has appointed a DGSA and its personnel understand the requirements for the carriage of Permitted Lithium Batteries by road (and if relevant) by sea; and
     • it shall notify Driven in writing of all of its operational processes and specifications relating to the handling, packaging, storage and transport of Permitted Lithium Batteries and shall immediately notify Driven in writing of any changes thereto from time to time during the Term.
     • In respect of Customer Returns/Exchanges:
       • Driven only agrees to collect Products with Permitted Lithium Batteries which are i) packaged securely in their original packaging in compliance with Applicable Laws; and (ii) in full working order without any defect or failure that is or could be related to the lithium batteries, for the avoidance of doubt this includes all mechanical failures and performance issues, slow or non-charging issues, loss of charge issues and issues involving switching on and off (together, “Battery Failures”);
       • Client shall not raise a Customer Return for any Products which have experienced or are suspected to have experienced Battery Failures and Client shall procure that Customers package Products securely in their original packaging in compliance with Applicable Laws and do not place Products with Battery Failures for carriage with Driven or its subcontractors;
       • Driven reserves the right to require Customers to complete safety questionnaires over the phone (which shall be entirely without prejudice to Client’s obligations in clause 3.7.2). Driven reserves the right not to collect any Product with Permitted Lithium Batteries (i) for which the Customer has not completed the safety questionnaire; (ii) for which Driven has reason to believe that the Customer has not answered the safety questionnaire accurately; (iii) where the Consignment is not packaged or labelled appropriately; and/or (iv) where Driven otherwise believes that collecting such a Product poses a health and safety risk;
       • For the avoidance of doubt, Driven does not collect petrol lawnmowers. Client shall not raise a Customer Return/Exchange for petrol lawnmowers and procures that Customers will not place petrol lawnmowers for carriage with Driven or its subcontractors.
     • Driven shall retain the right, exercisable at any time and in its sole and absolute discretion, to immediately cease carrying or storing any Products containing Permitted Lithium Batteries upon providing written notice to Client.
     • Client shall not, and shall procure that its suppliers, sub-contractors and Customers shall not, place or permit to be placed any other type of Dangerous Goods for carriage with Driven except for Permitted Lithium Batteries (providing Driven has agreed to carry Permitted Lithium Batteries).
     • Driven shall not be liable to Client or any third party for any Losses arising out of or in connection with any failure to comply with any Applicable Laws relating to the handling, packaging and/or labelling of Consignments containing Permitted Lithium Batteries, which shall remain the sole responsibility of Client pursuant to clause 3.2 above.
     • Client agrees to take part in on-going assessments by Driven of its procedures in relation to carrying and storing Products containing Permitted Lithium Batteries in its performance of the Services.

8. RELIEF EVENTS
   • Driven shall be relieved from its obligations under this Agreement and any corresponding liability where it has been prevented or delayed in performing the Services in whole or in part due to:
     • Client’s failure to comply with any of its obligations under the Agreement;
     • Client’ failure to meet any Cut-off Time;
     • Services being prevented by an act or omission of Client, the Customer or a third Party (excluding Driven’s sub-contractors) providing that Driven has taken reasonable steps to avoid or mitigate the effect on the Services;
     • Issues or events within the export and import processes that are not under Driven’s or its sub-contractors full control;
     • Consignments being held by Driven due to suspected fraud, address queries or at Client or Customer’s request;
     • Observance by Driven of any rules, regulations, guidance, decisions and orders issued by customs, governmental bodies and regulatory agencies;
     • A health and safety issue preventing the Services being performed;
     • Inability to locate or to access a Customer’s address; or
     • Where clause 17 (Force Majeure) applies,

together (‘Relief Events’).

9. CHARGES & PAYMENT
   • Client shall pay the Charges in accordance with the Order Form. Charges are payable in GBP and are exclusive of VAT which shall be payable by Client at the applicable rate.
   • Each Attempt is charged unless it is a Driven Controllable Event.
   • Undeliverable Consignments and cancellations are charged for in accordance with the Order Form.
   • A variable fuel adjustment will automatically be applied to Charges for all Consignments:
     • 15% of Driven’s Service related costs relate to fuel therefore the fuel adjustment will be calculated as 15% of the percentage difference between the Base Fuel Price and the diesel price per litre on the following website (or its equivalent from time to time): gov.uk/government/statistical-data-sets/oil-and-petroleum-products-weekly-statistics Adjustments will be applied retrospectively and advised via a separate debit or credit note issued by Driven weekly in arrears.
     • The fuel adjustment is calculated as shown in the following example: e.g., if the Base Fuel Price is £1.15 and the diesel average price per litre on the appropriate day listed on the website is £1.24 then the percentage increase over the Base Fuel Price would be 7.8%, 15% of which would be 1.08%. If all delivery charges that week for Consignments transported by the Service Provider were £5,000, then the variable fuel adjustment to be invoiced would be £54 plus VAT.
   • Driven may submit invoices in respect of the Charges to Client weekly in arrears and Client shall pay the invoices within 7 days of the date of invoice. Driven may invoice Client for a Consignment at any point after it has been scanned into the Driven network.
   • Client shall pay the invoices in full and without any set-off (equitable, contractual, or otherwise), withholding or deduction and shall not raise debit notes without Driven’s consent. (Product loss and damage claims shall be addressed via the process in Schedule 1 and Driven shall apply any credits due to Client’s account. Client acknowledges that such loss and damage claims are separate and distinct from the invoices issued for Services and it shall not have any right of set off.)
   • Where Client is obliged to deduct withholding tax or make a similar deduction to the payment of the Charges, the Charges shall be increased by the amount appropriate to offset the effect of any such withholding tax or deduction.
   • Client shall pay interest on overdue Charges from the due date until payment of the overdue amount, whether before or after judgment, which shall accrue each day at 4% per annum above the Bank of England’s base rate from time to time (but at 4% per annum for any period when that base rate is below 0%).
   • Client shall have 7 days from receipt of invoice to raise any queries on the invoice (enclosing appropriate supporting evidence) in good faith after which the invoice shall be deemed to be accepted by Client and Driven shall not be liable whether in contact, tort (including negligence) or otherwise for any error in the invoice or any refund unless Client can prove that:
     • it was not reasonably possible for Client to notify Driven of the query within the 7 day timeframe; and
     • the query was raised at the first reasonable opportunity and in any event no later than 3 months after the date of invoice.
     • Any Credit Limit provided to Client is within Driven’s absolute discretion and can be withdrawn or amended at any time on 7 days’ notice. Client shall provide Driven with such accurate information as it reasonably requires in order to set the level of the Credit Limit. Where Client exceeds the Credit Limit it must immediately make a payment to Driven of the necessary sum to bring the credit line back within the Credit Limit failing which Driven may suspend or terminate the Services on written notice.

10. LATE PAYMENT
    • Should Client fail to pay any invoiced Charges within 7 days of the due date or cancel a direct debit mandate, without prejudice to any other right or remedy of Driven, all Charges shall immediately become due and payable and Driven may:
      • immediately and without notice suspend all Services until payment is received in full;
      • require revised payment terms before Services are resumed (which may include the provision of a bond or guarantee); and/or
      • terminate this Agreement immediately on written notice.
    • Driven may alter or withdraw payment and any agreed credit terms immediately at any time should it have reasonable concerns regarding the credit-worthiness of Client.
    • Notwithstanding any other provision of this Agreement, Driven shall, without prejudice to any other right or remedy, have a general and particular lien over all Products as security for payment of all sums (whether due or not) claimed by Driven until all Charges and interest are paid in full (“Driven Lien”).
    • The Driven Lien shall continue notwithstanding any transfer of ownership of the Products or change of control of Client. Storage shall be charged at Driven’s standard rate for any Consignments detained under the Driven Lien or at the third Party’s rates where Driven is required to pay a competent authority to retain them.
    • Where Client is not the owner of some or all of the Products carried or stored, Client shall be deemed for all purposes to be the agent of the owner(s) and if any other person has an interest in the goods Client is acting as their fully authorised agent.
    • If the Driven Lien is not satisfied within 14 days of Driven giving written notice of the same, Driven may sell the Products and apply the net proceeds (after deducting expenses of sale) towards monies due from Client and shall upon accounting to Client for any balance be discharged from all liability in respect of the Products.
    • With regard to the sale of the Products pursuant to the Driven Lien:
      • Driven will use a reasonable and appropriate method of sale but it shall not be responsible for any inadequacy of value achieved; and
      • Driven (and any person deriving title to Products through it) shall be entitled to use under licence in connection with the disposal of Products any copyright material or trademarks, and pass on any manufacturer’s standard warranty, relating to them which would be available to an authorised retailer of the Products.

11. REVIEW OF CHARGES
    • The Charges are based on the Profile which shall be kept under review against Client’s actual trading profile. If the Profile is or becomes inaccurate or Client requires changes to the Services, Driven reserves the right to increase the Charges accordingly.
    • On each anniversary of the Commencement Date, all Charges will automatically be increased by the percentage increase in the Retail Price Index in the previous 12 months or 3%, whichever is higher.
    • Driven may vary the Charges at any time on 7 days’ written notice on account of increases in operating costs outside of Driven’s control.

12. TERMINATION
    • The termination rights set out in this clause 12 are without prejudice to any other rights which may be exercised at law.
    • Either Party shall be entitled to terminate this Agreement with immediate effect by giving notice in writing to the other Party if:
      • the other Party commits a material breach of the Agreement and, if the breach is capable of remedy, fails to remedy it within 30 days of receipt of written notice from the affected Party identifying the breach and requiring its remedy;
      • an encumbrancer takes possession or a receiver is appointed over the property or assets of the other Party;
      • the other Party makes any composition or voluntary arrangement with its creditors, or enters into administration or notice of intention to appoint an administrator is issued;
      • the other Party enters into liquidation or resolution for its winding-up is passed, or a winding-up petition is presented against the other Party (in all cases except for a solvent amalgamation or reorganisation);
      • the other Party ceases, or threatens to cease, to carry on all or a substantial part of its business; or
      • on the occurrence of any event analogous to those in clause 2.2 to 12.2.5 in respect of the other Party

(together, “Insolvency Event”);

• Driven may terminate the Agreement:
  • immediately on written notice if Client sells or disposes of the whole or a material part of its business or assets or in the event of a change of Control of Client. Client shall promptly give notice in writing to Driven on the occurrence of such event;
  • immediately without notice where Client fails to pay an invoice within 7 days of the due date for payment;
  • immediately on written notice where:
    • Driven deducts or sets off sums against an agreed bond on account of overdue sums or liabilities owed to Driven where the same amount is not replaced in full within 7 days’ notice;
    • a guarantee has been agreed with Client and either the guarantor fails to make any payment due to Driven under the guarantee by the due date or the guarantor is subject to an Insolvency Event;
    • where Client exceeds the Credit Limit and fails to make a payment to Driven of the necessary amount to bring the account back within the Credit Limit within 7 days; and
  • for convenience at any time on 30 days’ written notice.

 

13. CONSEQUENCES OF TERMINATION
    • Termination of the Agreement shall not affect the rights and remedies of the Parties accrued at termination.
    • Upon termination of the Agreement (as applicable):
      • all Charges shall immediately become due and payable without any set off (whether equitable, contractual or otherwise), counterclaim or deduction and Client shall immediately pay the same;
      • each Party shall on request destroy or return all Confidential Information belonging to the other provided that Parties may retain copies of information necessary to comply with their legal obligations or to evidence compliance with their obligations under the Agreement;
      • Driven shall account to Client for any agreed credits, claims or debit notes;
      • Where Driven agrees to provide reasonable assistance to affect the hand-over of Services to Client or its new supplier, such assistance is provided on the condition that it must not impact on the business of Driven and Client shall reimburse all of Driven’s reasonable costs and expenses; and
      • Driven may at Client’s direction and cost transfer Data and/or Confidential Information to Client’s new supplier. Client warrants that such transfer is lawful and does not infringe the rights of any third Party. Client shall defend, hold harmless and indemnify and keep indemnified Driven against all Losses suffered or incurred by Driven arising out of or in connection with any breach of this provision.
    • Driven reserves the right to invoice Client in advance for the Charges incurred in the final weeks prior to termination of this Agreement. The final invoice shall be based on an estimate of the Charges incurred up to termination and shall be paid by Client within 7 days of the date of invoice. Following termination, Driven shall carry out a reconciliation and refund any overpayments identified. In the event of a shortfall, Client shall make payment of the underestimated charges immediately in full and on demand without set-off. Driven reserves the right not to release the final stock until this reconciliation has been completed and payment is received in cleared funds for all outstanding invoices.
    • In the event of termination Driven shall have the right to require Client to collect the Products within 7 days of the date of termination.

 

14. INDEMNITIES
    • Client shall defend, hold harmless, indemnify and keep indemnified Driven against all Losses suffered or incurred by Driven arising out of or in connection with:
      • any Consignments provided to Driven (or any of its sub-contractors) by or on behalf of Client or Customer which contain Excluded Goods, any other Product types not included in the Order Form or Dangerous Goods;
      • any failure by Client to comply with clause 7 including any third party claims made against Driven;
      • any claim made by Customers directly against Driven in respect of failed or delayed Services and/or loss of or damage to Consignments; and
      • all claims by any tax or government authority relating to Products transported pursuant to the Agreement.

 

15. LIMITATION OF LIABILITY
    • References to liability in this clause include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    • Neither Party limits or excludes liability:
      • for fraud;
      • for death or personal injury caused by its negligence (and in the case of Client, the negligence of its suppliers); or
      • which and to the extent that it cannot be limited or excluded by law.
    • Subject to clause 2, Driven shall not be liable for any:
      • indirect or consequential losses, damages, costs or expenses;
      • loss of production time (whether direct or indirect);
      • loss of operation (whether direct or indirect);
      • loss of profits (whether direct or indirect);
      • loss of business, opportunity or income (whether direct or indirect);
      • loss of goodwill (whether direct or indirect);
      • wasted expenditure (whether direct or indirect);
      • anticipated savings (whether direct or indirect); or
      • loss or corruption of Data or information (whether direct or indirect)

howsoever arising under this Agreement.

• Clause 3 shall apply even where Driven has been advised of the possibility of such losses.
• Driven excludes all warranties, conditions and other terms implied by statute or common law to the fullest extent permitted by law.
• Subject to clause 2, Driven’s total aggregate liability arising out of or in connection with this Agreement shall be limited to the lesser of the Charges paid or payable to Driven under the Agreement in the 12 months preceding the claim, or £500,000.
• HE One’s liability for physical loss of or damage to Consignments shall be limited in accordance with Section E of Schedule 1.
• Timeframes provided for the Services are estimates only and Driven shall not be liable for delayed Services.
• For the avoidance of doubt, where Client stores Products with Driven pursuant to the Stocked In Model, Driven’s separate warehouse terms and conditions (including the limitations of liability contained therein) shall apply to the storage and handling services offered as part of that model.

 

16. INSURANCE
    • Client shall insure the Products at all times during the provision of the Services. Driven is under no obligation to insure the Products.
    • Driven shall maintain the following insurances:
      • public liability insurance;
      • employer’s liability insurance;
      • commercial vehicle insurance; and
      • all insurances required by law.
    • Driven shall provide confirmation of cover on request.

 

17. FORCE MAJEURE
    • Neither Party shall be liable to the other or deemed to be in breach of the Agreement by reason of any delay or failure to perform some or all of its obligations if the delay or failure is caused by a Force Majeure Event. This clause 17 shall not apply to any failure by Client to pay the Charges.
    • If either Party claims to be unable to perform its obligations due to a Force Majeure Event, it must as soon as practicable inform the other Party of the nature and circumstances of the Force Majeure Event providing an estimate of the likely duration where possible.
    • Where a Force Majeure Event continues for 60 days or more, and Services continue to be substantially affected as a result, either Party may terminate the Agreement on written notice to the other.
    • Where Driven makes temporary changes to its Services (e.g. switching off a particular Service locally or nationally) due to the Force Majeure Event, Driven will confirm the affected Services to Client verbally, by email or via Driven’s website and this shall constitute sufficient notice under clause 2.

 

18. CONFIDENTIALITY
    • During the term of the Agreement and for 3 years afterwards, neither Party shall divulge or allow to be divulged to any third Party any Confidential Information of the other Party and each Party shall only use such Confidential Information for the purposes of complying with its obligations under the Agreement.
    • Each Party undertakes to:
      • keep confidential all Confidential Information belonging to the other Party;
      • treat Confidential Information belonging to the other Party with at least the same degree of care used for its own Confidential Information;
      • not disclose Confidential Information belonging to the other Party to any person save for those of its consultants, employees, agents, and contractors involved in the provision or receipt of Services who need to know it for that purpose, and provided that such Party obtains before disclosure is made to any person, a signed confidentiality undertaking from them; and
      • use Confidential Information belonging to the other only in connection with the Services and not for its own benefit or the benefit of any other party.
    • Clause 2 shall not apply to information which:
      • is or becomes public knowledge other than by breach of this clause 18;
      • was in the possession of the receiving Party without restriction before its disclosure;
      • is received from a third Party who lawfully acquired it and who is under no obligation restricting its disclosure; or
      • is required to be disclosed under any Applicable Laws or by a court or similar body of competent jurisdiction.
    • No announcement or information concerning this Agreement or any ancillary matter shall be made or released or authorised to be made or released by either of the Parties (but excluding any disclosure required by legal, accounting or regulatory requirements) without the prior written consent of the other Party.

 

19. IP & IT
    • All Intellectual Property created or developed by a Party, whether prior to the Commencement Date or during the Term of this Agreement, shall at all times remain the property of that Party.
    • Neither Party shall use the other Party’s trademark without the other Party’s prior written consent.
    • Driven hereby grants Client a royalty free, non-exclusive and non-transferable licence, without the right to grant sublicences, to use the Driven tracking site as amended or replaced from time to time (“Tracking Platform”) throughout the Term solely for the purpose of receiving the Services. Any other technology provided to Client in relation to the Services shall be licensed on equivalent terms and conditions.
    • With regards to the Tracking Platform or any other technology that may be provided in relation to the Services, Driven does not warrant that:
      • Client’s use will be uninterrupted or error-free;
      • it will meet Client’s requirements; or
      • it will be free from Vulnerabilities or Viruses.
    • The Tracking Platform is provided “as is” and Driven is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Client acknowledges that any technology it provides may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

 

20. TUPE
    • It is both Parties’ intention that neither the commencement nor the termination of this Agreement will give rise to a relevant transfer pursuant to the Transfer Provisions. Notwithstanding the foregoing, if upon commencement of the Agreement, or at any other time, any contract of employment or collective agreement relating to a Relevant Incumbent Supplier Employee shall have effect as if originally made between the Relevant Incumbent Supplier Employee and Driven (or its sub-contractor) as a result of the Transfer Provisions, then without prejudice to any other rights or remedies which may be available to Driven:
      • Client will indemnify Driven and its sub-contractors and keep them indemnified against any Employment Losses which relate to, arise out of or are connected with any act or omission by Client or the Incumbent Supplier or any event, matter or other occurrence having its origin prior to the Transfer Date and which Driven (or its sub-contractor) incurs in relation to any such contract of employment or collective agreement; and
      • Driven (or its sub-contractor) may, upon becoming aware of the application of the Transfer Provisions to any such contract of employment or collective agreement, terminate such contract or agreement immediately and Client shall indemnify Driven and its sub-contractor and keep them indemnified against any Employment Losses relating to or arising out of such termination and reimburse them for all Losses incurred in respect of the employment of the Relevant Incumbent Supplier Employee(s) in question on or after the Transfer Date.

 

21. DATA PROTECTION
    • The Parties agree that, in relation to Personal Data processed by each of them pursuant to the Agreement, the Parties are Data Controllers and neither Party is acting as Data Processor for the other.
    • Client represents and warrants that the Personal Data of Customers it provides to Driven has been fairly and lawfully obtained with all necessary and appropriate consents in place and can be lawfully provided to Driven, in accordance with applicable Data Protection Legislation.
    • Each Party when providing Personal Data to the other Party shall:
      • only process such Personal Data for the purposes of the Agreement (Driven may contact Customers for feedback to monitor and improve the quality of its Services);
      • may process Personal Data outside the UK provided that:
        • the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection;
        • there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation;
        • the transferee otherwise complies with Driven’s obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; or
        • one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.
      • process Personal data securely and put in place and maintain appropriate technical and organisational measures to protect it against unauthorised or unlawful processing and against accidental loss, destruction, or damage; and
      • comply with all requirements imposed on Data Controllers by the Data Protection Legislation.
    • Each Party shall nominate a point of contact for all matters arising from this clause 21. Driven’s nominated contact is [email protected] Client’s nominated contact is stated on the Order Form.
    • Client must inform Driven as soon as possible (and in any event within 48 hours) upon receipt of any request or complaint by a data subject in relation to Personal Data being handled by Driven (‘Data Subject Communication’). Unless the Parties agree otherwise in writing, Driven shall control the handling of and response to any Data Subject Communication and Client shall provide such co-operation and assistance as reasonably required.
    • Each Party shall inform the other as soon as possible (and in and event within 48 hours) upon becoming aware of any breach or reasonably suspected breach of this clause 21 (“DP Breach”). The Party in breach shall immediately implement all measures necessary to remedy the DP Breach and mitigate its effects in addition to taking such steps as necessary to minimise the risk of any similar breach in future.
    • If: (i) the ICO or other supervisory authority notifies a Party of any actual or potential investigation or enforcement action; or (ii) a third Party makes or notifies a Party of its intention to make a claim against either Party to the Agreement, in each case in connection with Personal Data shared pursuant to the Agreement (“DP Action”), the Party receiving such claim or notification shall inform the other as soon as possible (and in any event within 48 hours) upon becoming aware of such DP Action. The Parties shall discuss in good faith how to manage the DP Action and if unable to reach agreement, each Party may independently take such action as it believes reasonably necessary, keeping the other Party updated on request. Neither Party shall cause the other to be in breach of the Data Protection Legislation as a consequence of its handling of a DP Action or purport to act on behalf of or represent the other Party.
    • Each Party shall keep secure any usernames and passwords that allow them to access the other’s systems including but not limited to any customer service, order management and the Tracking Platform. Each Party must inform the other immediately of any actual or suspected breach of this provision so that access may be suspended, and the Parties shall co-operate in good faith to mitigate the effect of any breach.

 

22. NOTICES
    • Any notice sent pursuant to this Agreement must be in writing in English and may be given personally, by recorded post or by email.
    • Any notice delivered personally shall be deemed served at the time of delivery. Any notice served by recorded post shall be deemed served 48 hours after posting or in the case of email shall be deemed served at the time of transmission, unless this falls outside of standard business hours in the place of receipt in which case, it shall be deemed served when business hours resume.
    • Notices sent to Driven must be sent to the Commercial Director at [email protected] with a copy to [email protected]. Notices sent to Client must be sent to the email address on the Order Form.

 

23. ENTIRE AGREEMENT
    • This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
    • Each Party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement.
    • Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
    • Nothing in this clause 23 shall limit or exclude any liability for fraud.

 

24. CONFLICT

In the event of any inconsistency between any provisions in these Terms and Conditions and the Order Form, the provisions in the Order Form shall take precedence.  

25. WAIVER

Waiver of any right or remedy under the Agreement or at law is only effective if in writing and shall not be deemed a waiver of any subsequent breach or default. Failure or delay by a Party to exercise any right or remedy shall not constitute a waiver of that or any other right or remedy unless a timeframe has been stipulated. No single or partial exercise of any right or remedy shall prevent or restrict further exercise of that or any other right or remedy.

26. SEVERANCE

If any provision of the Agreement is declared by any judicial or other competent authority to be void, voidable, illegal or unenforceable, the Parties shall, acting reasonably, amend such provision to lawfully achieve the intention of the Parties. If any provision is declared to be void, voidable, illegal or unenforceable, to the fullest extent possible the rest of the Agreement shall remain in full force and effect as if that provision had not been included.

27. ASSIGNMENT & SUB-CONTRACTING
    • Driven may use sub-contractors to carry out any of its obligations under the Agreement.
    • Driven may assign its rights under the Agreement or any part of it to any Party without Client’s prior consent.
    • Client may not without the prior written consent of Driven assign, transfer, charge, or deal in any other manner with its rights or obligations under this Agreement or any part of it.

 

28. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

Except under clause 20.1.1, a person who is not a party to the Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of the Agreement.

29. NO PARTNERSHIP

Nothing in the Agreement shall constitute or be deemed to constitute a partnership, agency, or joint venture between the Parties and neither Party shall act as agent of the other or have any authority or power to bind the other or contract in the name of or create a liability against the other.

30. ANTI-BRIBERY
    • Each Party shall:
      • comply with all Applicable Laws and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
      • not engage in any conduct which would constitute an offence under section 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
      • have and maintain in place its own records, policies and procedures (and make copies of the same available on request) to ensure compliance with this clause 30 and enforce such policies and procedures as appropriate;
      • report to the other Party any request or demand for financial or other advantage of any kind of which it becomes aware in connection with the performance of the Agreement; and
      • immediately notify the other Party in writing if a foreign public official as defined under the Bribery Act 2010 becomes one if its officers or employees or a direct or indirect owner of its business or a substantial part thereof.

 

31. GOVERNING LAW & JURISDICTION

The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and subject to the exclusive jurisdiction of the English courts. SCHEDULE 1 – DELIVERY SERVICES   A. Description of Delivery Services  

1. General

 

1. Driven shall use reasonable endeavours to provide the Services within the Zones during the Operating Hours in accordance with the provisions of this Agreement.
2. The Order Form specifies applicable restrictions and Cut-Off Times.
3. The Postcode Matrix in the Order Form confirms which postcodes are included within the Zones as updated by Driven from time to time.
4. Driven is unable to deliver Consignments to addresses with PO Box or BFPO numbers.
5. Driven shall perform the Maximum Number of Attempts on the Order Form.
6. For maximum weight and dimensions for carriage, see ‘Out of Gauge Items’ in the Order Form.

 

2. Types of Services (delivery)

 

Service	Summary
Standard Delivery	Delivery of Consignment over threshold into a hallway or garage.
Doorstep Delivery	Delivery of Consignment to doorstep, threshold or Safe Place.
Room of Choice	Location at Customer property where Customer chooses for Consignment to be left.
Next Working Day delivery	Delivery of Consignment for next Business Day.
2 Working Day delivery	Delivery of Consignment within two Business Days.
Digital Diary Service (DDS)	The booking of a delivery, Customer Return or Exchange in Driven’s digital diary by telephone between Driven and the Customer.
Unpacking goods and disposal of packaging	Delivery crew unpack item and request Customer inspection. Packaging removed and disposed of. (This is included for In-Home Services)
Customer Returns	Consignment collected from Customer on date agreed between Driven and Customer and returned to the Collections & Returns Address (or Driven for Stocked-In Model);
WEEE removal	Removal of ‘like for like’ WEEE appliance.
Exchange	Collection of a Customer Return and the delivery of a Consignment to a Customer in the same visit.
Collections	Collection of Consignments from Client’s warehouse for onward delivery to their Customers.

 

3. Types of Services (in home)

  Relates to Products designed for domestic usage including washing machines, dishwashers, fridges, freezers, tumble dryers, gas and electric cookers, hobs, hoods, domestic air conditioners and televisions.   Connections  

Electric hardwire connection	Connection of appliance to an existing hard wired fused spur.
Wet connect	Connect new laundry appliance to Customer’s existing pipework / electricity.
Standard TV setup	Connection of TV to mains, aerial and / or satellite / cable
Advanced TV setup	Connection of TV to mains, aerial and / or satellite / cable. Connections to other devices, connection to WIFI and setup of additional soundbar if required.
Refrigeration connection	Connection of standard refrigeration appliance
Side by Side refrigeration connection	Connection of standard side by side refrigeration appliance
Refrigeration door reversal	Reversing the hinge setup on a refrigeration appliance to allow it to open from the other side

  Installations  

Freestanding electric cooker	Installation Service for freestanding electrical cookers.
Freestanding gas and dual fuel cooker	Installation Service for gas and dual fuel freestanding cookers with a gas safety certificate upon completion. (Gas safety survey must have been completed with Customer prior to delivery)
Electric Range cooker	Installation Service for freestanding electric range cookers.
Gas Range cooker	Installation Service for gas and dual fuel range cookers with a gas safety certificate upon completion. (Gas safety survey must have been completed with Customer prior to delivery)
Built-in electric appliance	Installation Service for integrated electric appliance. Including the fixing of kitchen cabinet doors to appliance if required.
Built-in gas appliance	Installation Service for integrated gas appliance. (Gas safety survey must have been completed with Customer prior to delivery)
Side by Side refrigeration	Installation service for side-by-side fridge freezers requiring water feed.

  In-home Services may not be performed where to do so may, in Driven’s reasonable opinion, put property or persons at risk.  

4. Types of Services (Furniture including BBQ and Garden)

 

Complex Assembly

Assembly of flat pack and other items. Assembly dwell time / Charge allocated depending on Product. Products assembled in accordance with manufacturer instructions only and will not proceed where parts missing.

 

5. Intake of outbound Consignments
   1. Client shall provide accurate and comprehensive Electronic Shipment Data by the Electronic Shipment Data Cut-Off in a format and medium agreed between the Parties to enable Driven to comply with the Delivery Lead Times and the Driven Service Levels.
   2. All outbound Consignments shall be advised to Driven via Electronic Shipment Data from Client prior to Electronic Shipment Data Cut-off.
   3. Client is responsible for labelling outbound Consignments to include: name, address, Customer reference and UPI number and such other information as Driven may require and for ensuring this information is accurate. Labels must be securely fixed, legible, flat and placed on the largest surface of each Product.
   4. Client shall be responsible for loading trailers and shall ensure outbound Consignments are loaded safely onto carrying vehicles and trailers so as not to cause any hazard or damage during transit to Driven or while unloading.
   5. Client shall ensure that trunk vehicles are securely sealed with a security tag before they leave Client’s premises. Client shall ensure that each collection is accompanied by consignment documentation (manifest) completed by Client and signed by an authorised representative of Client and the driver of the collecting vehicle. The number of containers within which Consignments are contained shall be included on the consignment documentation.
   6. Client shall procure that all inbound loads to Driven DC from Client or its suppliers are booked in and arrive at the correct Driven DC prior to the relevant cut-off time to enable compliance with the Delivery Lead Times and the Driven Service Levels.
   7. Where Driven is collecting outbound Consignments, Client shall make available the Consignments for the relevant orders at the Collections & Returns Address in the timeframe required by Driven to enable compliance with the Delivery Lead Times and the Driven Service Levels.
   8. For inbound Goods which arrive directly on a container Client must procure that all loads have been checked/treated for contamination (chemical or organic) and arrive with sufficient documentation to identify country of origin, supplier and quantity and type of Products.
   9. Upon receipt of Outbound Consignments, Driven will check packaging for obvious Product damage without opening. QC checks may be carried out by advance agreement subject to additional Charges. Discrepancies in quantity or visible damage will be reported to Client and affected Consignments will not be scanned as received or dispatched for Customer delivery. If further instructions and/or replacements are not received within a reasonable time, Driven will return defective or deficient Consignments at Client’s risk and expense.
   10. If, in Driven’s reasonable opinion, the Products have not been sufficiently and securely packaged then Driven reserves the right to refuse to deliver the Products. Driven may (but shall not be obliged) to re-package the Products at Client’s expense.
   11. If the Client does not wish to incur the costs associated with repackaging, Driven may: (a) refuse to deliver the Products, in which case Driven will return the Products to Client at Client’s expense; or (b) except in the case of Products with Permitted Lithium Batteries, make the delivery in which case Customer shall hold harmless, indemnify and keep indemnified Client against all Losses incurred by Driven in connection with delivering such Products.
   12. It is Client’s responsibility to make available any necessary manpower for loading vehicles at Client’s premises at all relevant times failing which Driven may not be able to provide the Services.
   13. Driven shall be entitled to open and inspect any Consignment where it has a reasonable suspicion that it contains Products other than the Product types described in the Order Form or is otherwise in breach of this Agreement, or where Driven is required to do so by Applicable Laws.

6. Undeliverable Consignments

Driven may return Consignments to Client or a party nominated by Client at Client’s expense in the following circumstances:

1. the delivery is cancelled by Client or Customer;
2. the Customer does not accept delivery;
3. the Customer is no longer residing in the property/the house is empty;
4. the crew are unable to contact with the Customer;
5. the packaging or Product/s inside the Consignments were damaged on receipt from Client or Client’s supplier (Driven to inform Client in accordance with paragraph 1 Section F;
6. wrong goods or missing goods received from Client;
7. the crew is unable to locate or reach the Customer’s property;
8. where installation of a gas appliance is required, the crew is unable to complete the gas survey prior to delivery;
9. the Consignment will not fit inside the Customer’s property;
10. there is a health and safety issue preventing delivery;
11. the Product is Out of Gauge;
12. the Product contains goods other than the Products described in the Order Form;
13. Driven has otherwise not been able to deliver the Consignment despite making the Maximum Number of Attempts;
14. the Product is not securely or sufficiently packaged and/or labelled for carriage or otherwise does not comply with Applicable Laws;
15. volumes exceed the forecast or the Peak Daily Volume Allowance by the thresholds described in the Section B (Forecasting); or
16. as otherwise specified in the Order Form.

 

7. Customer Returns

a)        Unless agreed otherwise, Client will book collection dates directly with Customer via the Driven client portal. b)        Where applicable, Client will provide Driven with Pre-Advice Data for collections by the Pre-Advice Cut-Off. c)        Driven will advise Customer of the timeslot for collection. Such timeslot is an estimate and indicative only. d)        On the day of scheduled collection, Driven will endeavour to contact Customer prior to arrival (unless collection is scheduled for 7.30am or earlier), advising them of estimated arrival time. e)        Should Customer be unavailable for collection to take place on the scheduled date, Driven will cancel the Collection and endeavour to re-book with Customer. Collection may be refused if access is not clear. Delivery crews will note the condition of Customer Returns/Exchanges and any packaging but are not required to check contents g)        Delivery crew will obtain a POC. h)        Driven will only collect Products from Customers that are sufficiently packaged. Delivery crews may at their discretion refuse to collect any item that they consider poses a health and safety risk or risks damaging other goods. i)        Client must advise Customers to present Customer Returns/Exchanges in a manner suitable for transit by returning them in the original or equivalent packaging and ensuring loose parts are secured. Except for Consignments containing Permitted Lithium Batteries, Client may request that Driven still collects Products that are not suitably packaged on the condition that Client indemnifies Driven for any Losses suffered or incurred by Driven arising out of or in connection with the collection of the Customer Returns/Exchanges. j)        Customer Returns/Exchanges will be manually receipted by Driven at its DC.

1. Forecasting
2. Client shall, in good faith and based on the best information available, provide accurate and reliable forecasts of Consignment volumes in writing as reasonably required by Driven. Client shall provide weekly forecasts of daily volumes at least 4 weeks in advance.
3. Where actual volumes exceed forecast, Driven shall use reasonable endeavours to provide the Services in respect of excess volumes but Driven may:
   • refuse some or all of the excess Consignments and return them to Client at Client’s expense;
   • accept some or all of the excess Consignments in which case the Driven Service Levels shall not apply in respect of those Consignments; and/or
   • Driven may suspend Services pending available capacity.
4. The Client shall provide in good faith a provisional volume forecast for each Peak Period. Specifically, the forecast for the Black Friday to Christmas peak should be submitted by mid-August, and the forecast for the Spring to Summer peak by mid-February.
5. Furthermore at least two weeks prior to the commencement of each Peak Period, the Client shall in good faith provide a forecast of daily volumes for each Service for the duration of the Peak Period (‘Peak Forecast’). Driven shall use the Peak Forecast to allocate a daily volume allowance for each Service (“Peak Daily Volume Allowance”), which shall be advised to Client. The Peak Forecast shall be updated on a weekly basis by Client subject to Driven’s agreement.
6. If Client exceeds Peak Daily Volume Allowance Driven shall use reasonable endeavours to provide the Services in respect of excess volumes but at its option may:
   • refuse some or all of the excess Consignments and return them to Client at Client’s expense;
   • accept some or all of the excess Consignments in which case the Driven Service Levels shall not apply in respect of those Consignments; or
   • offer to meet some or all of the excess volume subject to bespoke terms (eg different price and lead time to those set out in this Agreement). Client may accept this offer verbally or by email and these bespoke terms shall be binding on the Parties; and/or
   • Driven may suspend Services pending available capacity.

In such circumstances, Client shall pay for the Service on which Consignments were booked, and not the Service received.

6. During Peak Period, if the actual volumes received from Client fall more than 20% below the volumes outlined in the latest Peak Forecast for that week, Client shall compensate Driven for the shortfall up to the 20% threshold. This compensation covers the expenses incurred by Driven in respect of wasted transport and personnel costs in preparation for providing the Services based on the volumes specified in the latest Peak Forecast. To calculate the compensation, a blended service cost will be determined against the actual volume for that week and multiplied by the shortfall. The Parties agree that these amounts are fair and proportionate, representing the reasonable costs Driven will have sustained.
7. Throughout the year, Client shall keep Driven informed of any relevant marketing sale and promotional tactical activity known to be occurring in the near future, not already accounted for in the forecasts.

 

1. Transfer of Risk in Consignments
2. For outbound Consignments, whether collected by or delivered to Driven:
   • Risk shall pass to Driven once the Products have been scanned into a Driven distribution centre (except where Driven collects Consignments and there is a Bulk Loss Event in transit, in which case risk shall be deemed to have passed once the Consignments have been loaded onto Driven’s vehicle at the Collections & Returns Address).
   • Risk shall remain with Driven until the Consignments have been delivered to the address on the label, left in a Safe Place on Client’s or Customer’s instructions, collected by Client/nominated party or returned to Client/nominated party where paragraph 6 of Section A

(together, “Risk Period”)

2. For Customer Returns and Exchanges, subject to paragraph 4.b of Section E:
   • Risk shall pass to Driven on collection from Customer;
   • Risk shall remain with Driven until the Consignment has been collected by or returned to Client/nominated party (as applicable).
3. Driven accepts no risk once Consignments have left its custody or control.
4. Title in the Products shall remain with Client at all times.

 

1. Driven Service Levels
2. Driven shall use reasonable endeavours to achieve the Driven Service Levels which are targets only.
3. The Driven Service Levels shall be calculated by Driven.
4. Driven shall provide:
5. Weekly KPI and issues reporting
6. Monthly KPI reporting
7. Local Service and quality review meetings
8. Quarterly relationship and Service quality review meetings
9. The calculation of the Driven Service Levels shall not include failed Attempts due to Relief Events.
10. The OTIF Service Level:
    1. applies to Attempts at delivery within the Zones during the Operating Hours;
    2. refers to the “delivery day” meaning the day communicated to Customer for delivery; and

• is calculated from the time of receipt of both i) complete Consignments scanned into the relevant Driven DC and ii) all required Electronic Shipment Data by the Electronic Shipment Data Cut-Off;

1. Volumes which exceed forecast shall not be included within the calculation of the OTIF or CSAT Driven Service Levels.

  Failure to meet Driven Service Levels 1.     If Driven’s performance falls below one or more Driven Service Levels for 2 consecutive weeks, Client may provide a “Default Warning Notice” in writing to Driven. 2.     If Driven has been issued 4 Default Warning Notices over a consecutive eight week period, Client may serve an “Improvement Notice”. Driven will then have a 4 week “Improvement Period” to restore the Driven Service Level/s. (If at any stage during the Improvement Period the Driven Service Level/s are restored, Client may take no further steps in relation to the Improvement Notice. During the Improvement Period, Client shall not be permitted to issue any further Default Warnings or Improvement Notices.) 3.     Should Driven fail to restore the Driven Service Level/s during the Improvement Period, Client may terminate the Agreement on 4 weeks’ written notice. Termination in accordance with paragraph 3 above shall constitute the sole remedy available to Client in respect of any failure to meet the Driven Service Levels.

1. Damage and loss of Consignments
2. Subject to the provisions of this Section E, Driven’s liability for lost or damaged Consignments shall be limited to the lower of: cost price, cost of repair or £160 per Consignment.
3. In a Bulk Loss Event Driven’s liability to Client shall be limited to the lower of: the cost price, cost of repair or £1,300 per tonne of Consignments affected.
4. Driven shall not be liable for loss of Products due to:
   1. seizure, confiscation, detention or destruction of or damage to Consignments, property or other goods by or under order of any governmental bodies, other regulatory agencies or customs bodies or under a legal process;
   2. wastage, latent defect or natural deterioration of the Products or packaging;
   3. any kind of fraud or dishonesty, including where someone misrepresents their authority to receive a Consignment on the Customer’s behalf; or
   4. Products being left in a Safe Place (providing Client or Customer instructed Driven to leave the Product in a Safe Place).
5. Driven shall not be liable for damage to Products:
   1. due to the circumstances listed in paragraph 3;
   2. which are collected by Driven from Customer as Customer Returns or Exchanges;
   3. which are Excluded From Compensation (see Section F, paragraph 4), Dangerous Goods, Excluded Goods and Products not included within the type of Products specified in Section A;
   4. that were damaged on receipt (whether damage was to packaging, including wet damage, or to Products);
   5. which Driven deems to have had insufficient or unsecure packaging;
   6. which are of a type which the Parties agree are over indexing in terms of damage; and
   7. which Driven has been unable to deliver on more than 2 occasions (this shall not apply if the failed deliveries are Driven Controllable Events).
6. Where Client or Customer has requested that a Product has been left in a Safe Place, Driven shall not be liable whether in contract, tort (including negligence), misrepresentation, restitution or otherwise for any Losses arising from or in connection with leaving the Product in the Safe Place. Client agrees to defend, hold harmless, indemnify, and keep indemnified Driven against all Losses suffered or incurred by Driven in relation to the same.

 

1. Claims for loss/damage of Consignments
2. Driven shall use reasonable endeavours to advise Client on becoming aware of any (i) Products expected but not received by Driven within 5 Business Days of expected receipt or (ii) any Products which appear damaged within 5 Business Days of receipt.
3. Client shall send all claims for loss or damage to [email protected] with appropriate evidence to prove the claim. Damage claims must be submitted within 7 Business Days of delivery and loss claims within 28 days of the last tracked movement of the Product. For loss of Customer Returns and Exchanges or loss or damage to Undeliverable Parcels, claims shall be advised to Driven in writing by Client within one Business Day of the scheduled return.
4. Driven will investigate all claims as soon as practicable. Where the claim is accepted, Driven will issue a credit note. If credit notes cannot be set-off against available invoices, Driven shall pay such sums directly to Client.
5. Products Excluded from Compensation

Driven shall not be liable for damage to Products with the following types or characteristics:

1. Products containing glass, mirrors, ceramic or that are otherwise deemed to be fragile;
2. Products containing marble, granite or concrete; and
3. Products containing electrical or electronic equipment.
4. Driven shall not be liable for Product damage or loss claims where:
   1. Client has failed to notify Driven of the loss or damage claim in accordance with the timeframes in Section I;
   2. the Product has not been scanned into Driven’s network;
   3. One of the damage or loss exclusions in Section E apply; or
   4. Client has otherwise failed to prove that Driven was responsible for the damage or loss of the Product.

 

1. Customer Complaints and Property Damage

  Client shall submit any complaints/claims made to Client regarding the Services as soon as reasonably practicable for Driven to investigate. Unless the complaint/claim relates to property damage (see below), Driven will not enter into direct correspondence with Customers and all responses will be directed through Client. Driven shall only compensate Client for settlements or goodwill payments which it has pre-approved in writing.   Client shall inform Driven immediately after becoming aware of any complaint/claim alleging property damage by Driven during the performance of the Services. Complaints/claims for property damage shall be dealt with by Driven directly at Driven’s expense and Driven shall use reasonable commercial efforts to resolve such complaints. Where Client deals with any complaints or claims directly, it must take such action as Driven may reasonably request to avoid, dispute, compromise or defend the complaint/claim and shall not make any admission of liability or agree any settlement without Driven’s prior written approval.