Terms of Use

These general conditions of use (GCU) of the Application published by the Company define the conditions under which the Company grants the Users and the Independent Couriers a license to use the Application to enable the Users to entrust the Independent Couriers with Deliveries of Goods, track their execution and pay them, all within a determined contractual framework and secured by insurance under the conditions set out in the annexes.

The GCU includes special conditions applicable to Independent Couriers (SC), which apply to the Independent Couriers only, and provisions that apply to the Users and the Independent Couriers. In addition to the specific terms set out in the GCU, the Parties acknowledge that there may be additional non-contractual operating practices in place that are not reflected in the GCU and which may change from time to time.

The Independent Couriers are entirely independent of the Company, as stated in Article 17 of the GCU. The Deliveries of Goods are supplied to the Users by the Independent Couriers alone (not by the Company).

The Company offers an Application enabling a User to make contact with an Independent Courier to have a Delivery of Goods made under the GCU. The service provided by the Company is that of putting the User and the Independent Courier in contact only. In this respect, the Company acts as the agent of the Independent Courier. It is the sole responsibility of the Independent Courier to make the Delivery of Goods. The Company is not a party to the contract between the User and the Independent Courier regarding the Delivery of Goods. The Company does not directly supervise, direct or control the manner in which an Independent Courier carries out the Delivery of Goods.

I. Provisions that apply to the Users and the Independent Couriers

1. Definitions

In the GCU capitalized terms shall have the meanings set out below:

Account means the private Member area accessible from the Application with the Login Information and containing the information on the Member and the Services provided by the Company, and making it possible, where applicable, to benefit from or make Deliveries of Goods.

Application means the computer application accessible from a Device, and enabling access to the Services, including but not limited to the mobile application, web application, and API integrated application.

Cancellation Fee means the fee charged by the Company to the User with respect to any cancellation of any Delivery of Goods that takes place in the circumstances set out in Article 6.6(a)(ii) and 6.6(b)(iv).

Collection Address means the collection address of the Goods entered by the User in the Application for a Delivery Request.

The commission shall have the meaning given to it in Article 6 of the SC.

Company Renesent, Inc, an American company incorporated in the state of Florida, registered number 46-0985060, whose registered office is at 514 N. California Ave. Beaumont CA 92223; Customer service support@Renesent.com.

Courier Fee means the element of the Price relating to the Delivery of Goods or any Cancellation Fee payable by the User to the Independent Courier, calculated in accordance with Article 4 of the SC.

Courier Performance Score or CPS shall have the meaning given to it in Article 6.5(a) of the GCU.

Delivery Address means the delivery address for the Goods entered by the User in the Application for a Delivery Request.

Delivery(ies) of Goods means the courier services provided by the Independent Courier(s) to the User via the Application.

Delivery Request means a request by a User for a Delivery of Goods via the Application.

Device means any mobile or other device (smartphone, PC, tablet, etc.) having an internet connection and able to download, install, use, or integrate the Application, and with an operating camera.

Excluded Goods means the excluded goods listed in Article 5.1 and any Goods which fall outside the permitted Package Size.

Fleet Partner means a third party corporate entity that employs or engages individual couriers that has contracted with the Company to secure access to the Application for its workforce.

Force Majeure Event means any circumstance not within a Party's reasonable control including, without limitation:

acts of God, flood, drought, earthquake or other natural disaster;
epidemic or pandemic;
terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
nuclear, chemical or biological contamination or sonic boom;
any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
collapse of buildings, fire, explosion or accident;
any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the Party seeking to rely on this Article, or companies in the same group as that Party);
non-performance by suppliers or subcontractors (other than by companies in the same group as the Party seeking to rely on this Article); interruption or failure of utility service; and
any other third party activity or event that materially impacts an Independent Courier’s ability to effect the Delivery of Goods.

GCU means these general conditions of use and their annexes, including the Privacy Charter, together with the provisions of the SC in respect of the Independent Couriers only.

Goods means the item(s) subject to the Delivery Request, with the exception of the Excluded Goods.

Guarantee Payment shall have the meaning given to it in Article 4 of the SC.

Independent Courier means any individual or corporate entity (including Fleet Partners), as well as any employee, worker, contractor agent or representative of such corporate entity (as the context allows), who offers services via the Application in order to execute Deliveries of Goods on behalf of the Users.

Intellectual Property Rights means patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Login Information means user name and/or password sent by the Company to the Member and enabling the Member to access its Account and the Services.

Member means either the Independent Courier or the User.

Method of Transport means the method(s) used by the Independent Courier to carry the Goods for the purposes of making the Delivery of Goods, namely (i) transport on foot (including travel by roller-scooter, skateboard, roller skates, etc.), (ii) transport by bicycle, (iii) transport on moped/motorbike, or (iv) transport by land motor vehicle of under 3.5 tonnes authorised gross weight (cars, commercial vehicles or vans), hereinafter referred to as Vehicle(s).

Package Size means the dimensions of the Goods to be delivered, selected by the User at the time of making the Delivery Request, namely (i) XS, (ii) S; (iii) M; (iv) L; and (iv) XL, the dimensions of which are available on the Company’s website at https://help-partner.Renesent.com/en/articles/.

Party(ies) means any of the parties, being the Independent Courier, the User or the Company.

Price means the remuneration for the Delivery of Goods and Services billed to the User.

Privacy Charter means Annex 1 of the GCU, which defines the conditions under which the personal data of the Users and the Independent Couriers is processed.

Recipient means the person (including the employee, worker, contractor, agent or representative of a corporate entity) whose identity and contact details are entered in the Application by the User as Recipient of the Goods, and located at the Delivery Address or, where applicable, within a nearby adjacent area, subject to its designation by any means by the User.

SC means the special conditions of the GCU that apply to the Independent Couriers only (as set out in Section II below).

Sender means the individual (including the employee, worker, contractor, agent or representative of a corporate entity) whose identity and contact details are entered in the Application by the User as sender of the Goods, and located at the Collection Address or, where applicable, within a nearby adjacent area, subject to its designation by any means by the User.

Services means all services putting the Users and the Independent Couriers in contact, offered through the Application, including the online reservation service making it possible to obtain a Delivery of Goods.

Slot means a period of time or times during which an Independent Courier agrees to be available to provide services relating to the Delivery of Goods in exchange for a Guarantee Payment.

User means the adult individual, or the corporate entity represented by a duly authorised individual, who requests a Delivery of Goods and to be put in contact with an Independent Courier through the Application. Some users, notably through their capacity, as set out in Article 5.1, cannot benefit from the Services.

VAT means value added tax or any other equivalent tax on sales or consumption or any other supply under the GCU.

Waiting Fee shall have the meaning given to it in Article 4.9 of the SC. This definition shall only be applicable once the Company has communicated in writing to the Independent Courier the launch of wait at pick up in the Independent Courier’s specific region.

Waiting Time shall have the meaning given to it in Article 6.2(c)(ii) of the GCU. This definition shall only be applicable once the Company has communicated in writing to the Independent Courier the launch of wait at pick up in the Independent Courier’s specific region.

2. Acceptance and modification of the GCU

2.1. Acceptance of the GCU

The use of the Application is subject to acceptance of the GCU. At the time of creating their Account, the Members must click on "I accept the General Conditions of Use".
Only the acceptance of the GCU enables the Members to access the Services offered by the Application and to create an Account. The GCU must be accepted in their entirety and without amendment unless otherwise agreed in writing signed by the Company. In the event of a breach by a Member of any of the obligations set out herein, the Company reserves the right to suspend or terminate the Member's Account or access to the Services, and the Member shall not be entitled to any reimbursement, credit note or compensation.
The GCU include clauses which relate to the Delivery of Goods, which are expressly accepted by the User through issuing a Delivery Request.
No special condition or other general conditions issued by the User and/or the Independent Courier shall prevail over the GCU unless otherwise agreed in writing signed by the Company.

2.2. Amendments to the GCU

The Company reserves the right to amend the GCU at any time, notably owing to the evolution of the functionalities offered by the Application or the rules of operation of the Services. Unless otherwise agreed in writing and signed by the Company and a User, the amendment shall take effect immediately upon making the amended version of the GCU available through the Application, which every Member must have first read and accepted in order to use the Services. If a Member objects to the amendment to the GCU, it must refrain from using the Application and the Services.
When the amendment occurs after payment by the Member of a sum of money corresponding to a Delivery of Goods, the amendment shall not apply to the transaction in progress. If the amendment entails changes to the procedure for access to and/or use of the Application, the Company shall inform the Member of such change in advance by email at the address notified by the Member.

3. Creation of an Account

3.1. General information

In order to be able to access the Services, the Member must first have a compatible Device (as a minimum with IOS X, Android X, Windows X or Mac OS X) in good working order and must create an Account.
In the event of login by means of the Facebook Connect interface integrated into the Application, the User authorises the Company to use the data it enters in its Facebook account to complete its User profile, on the understanding that the data derived from the Application does not give rise to any publication on the User's Facebook profile, in particular in relation to Deliveries of Goods.
The Member shall follow the instructions provided by the Company via the Application to create its Account and shall provide the required identification data (surname, forename, postal address, email address, corporate name and organisation name, where applicable, etc.) correctly, accurately and truthfully.
The Member shall update its identification data promptly via the Application in the event of any change and shall follow the procedures provided by the Company. If the data provided proves to be inaccurate, incomplete or wrong, the Company reserves the right to suspend access to the Account and the Services until the Member corrects such errors.
The Member acknowledges and agrees that the Services are only accessible via the Application.

3.2. Login Information

Upon creating the Account enabling access to the Services, the Company shall send Login Information to the Member, namely a user name and a password.
In the event that the User creates an Account from the Facebook Connect interface, its Facebook login information will enable it to log in automatically.
The Member shall only use the Application with its own Login Information, and agrees that all correlative acts on the Application undertaken with the said Login Information shall be deemed automatically to have been undertaken by the Member, or at the very least under its control.
The Member shall keep its Login Information confidential and not communicate it to any third party.
In the event of loss, theft or any fraudulent act or forgotten Login Information, the Member shall notify the Company promptly by sending an email to one of the following email addresses: partner.uk@Renesent.com or support@Renesent.com, for Independent Couriers and Users respectively, and shall provide such evidence of its identity as may be required.
The Company shall review the request promptly on receipt and may, as a security measure, suspend access to the Services with the Member's Login Information. The Company shall process the Member's request promptly and shall send it new Login Information by return.
Further provisions relating to Account creation for Independent Couriers (including those connected with corporate entities (including Fleet Partners)) are set out in Article 1.1 of the SC.

4. Formation of contract

4.1. Agreement of the Parties

The User acknowledges and agrees that in accordance with section 28 of the Consumer Contracts Regulations 2013, the cooling-off period does not apply for contracts for the transport of goods, and therefore to the Deliveries of Goods.
An electronic contract of an undefined duration, relating to the licence to use the Application and the Services, is entered into between the Member and the Company upon acceptance of the GCU by the Member.
Furthermore, the Application enables a User to make contact with an Independent Courier in order to undertake a Delivery of Goods under the GCU. This Delivery of Goods is subject to an electronic contract between the User and the Independent Courier, which is formed via the Application pursuant to the GCU as set out below. The Company is not a party to that contract. For the avoidance of doubt, the contract will be between the User and the Independent Courier. Where the individual courier is an employee, worker, contractor, agent or representative of a corporate entity, the contract will be between the User and the corporate entity. Accordingly in such a case, the Independent Courier will be the corporate entity, rather than the individual courier in their personal capacity.
The Delivery Request comprising the Package Size or Method of Transport (as appropriate), a Collection Address, a Sender, a Recipient and a Delivery Address, is issued by the User, via the Application, and constitutes an offer for services of Delivery of Goods at the Price communicated, subject to the provisions of Article 6 of the GCU.
The User acknowledges and accepts that the above creates a sufficiently precise, firm, unequivocal and unreserved offer, subject always to the provisions of the GCU, and is binding on the User upon acceptance by an Independent Courier of a Delivery Request.
Via the dispatch technology underlying the Application, an Independent Courier who has the appropriate Method of Transport (whether this has been directly selected by the User or whether it can accommodate the Package Size given by the User, as set out in Article 5.2 of Section I of the GCU), shall be informed of the Delivery Request. Once an Independent Courier accepts a Delivery Request, an electronic contract for Delivery of Goods is entered into between the User and the Independent Courier, under the GCU.

4.2. Evidence

The Parties recognise that the pressing of the confirmation button by the Independent Courier on the Application when the Goods are picked up, and the confirmation when the Goods are delivered (whether by the pressing of the confirmation button by the Independent Courier or by the signature of the Recipient on the Application when the Goods are delivered), acts as evidence of the Delivery of the Goods.

5. Prerequisites

5.1. Excluded Goods

The following Goods are excluded from the Services and Deliveries of Goods:

All goods which, through their nature and/or their packaging, may present a danger to, or damage the environment, such as, without limitation, weapons or machines intended to explode through modification to the atomic nucleus, fuels, including nuclear, radioactive product or waste, or any other source of ionising radiation, or any other goods connected to the supply of goods or services concerning a nuclear facility, or directly affecting a nuclear facility;
Intrinsically illegal goods, restricted goods, or goods whose transport and/or holding and/or offering and/or sale and/or acquisition and/or use are prohibited by law;
Goods whose sending and/or receipt is illegal due to the capacity of the issuer and/or the recipient, such as, without limitation, goods whose holding and/or offering and/or sale and/or acquisition and/or use by a specific person is prohibited due to a legal, regulatory or contractual provision (eg tobacco or alcohol to minors, health products requiring a medical prescription);
Goods that can only be transported by a regulated profession, such as, without limitation, jewellery, watchmaking items, precious metals and stones, money, currency, bank notes, financial securities, securities or means of bearer payment, bills of commerce, gift vouchers, telephone or equivalent cards, and generally any paper or other document subject to the legality of the transfer of funds and making it possible to make a payment, or any means of payment such as a bank and/or credit card; or, munitions, gas, inflammable, radioactive, toxic, infectious or corrosive materials;
Animals and human beings, alive or dead, including all or part of their bodies and/or organs, and/or materials or fluids derived from the body (blood, urine, etc.), or products of human or biosynthesis origin deriving directly from products of human origin, including those intended for treatment or diagnostic operations on the human body.
Everything in connection with the capacity of owner or operator of an aerodrome or airport or heliport of the User, or in connection with air or sea shows, including their preparatory exercises, or land motor vehicle shows (and their tests) subject to declaration to or authorisation of the public powers, and responsibility for which falls upon the User as organiser or competitor; and
Goods made of asbestos or lead.

5.2. Package Size & limits of the Method of Transport

The User acknowledges and agrees that the indication it gives of the Package Size or Method of Transport (as appropriate) has repercussions on the timeframe for Delivery of Goods and/or on its Price.
The User will be made aware, upon selecting the Package Size, that only Goods whose volume and weight are less than the requisite limits for each Package Size, can be accepted by the Independent Couriers, and also corresponds to the Method of Transport.
Should the User wish to select the Method of Transport instead of the Package Size when making a Delivery Request, the User must advise the Company that this is their preference. This preference should be communicated to the Company prior to making any particular Delivery Request in order to ensure that the Company can make the appropriate adjustments to the Application to accommodate this requirement. If the User chooses this option, the User will be made aware, upon selecting the Method of Transport, that the Independent Courier can only accept Goods whose volume and weight are less than the Package Size limits that correspond to the relevant Methods of Transport set out above.
The User represents and warrants to the Company, and to the Independent Courier, that it shall not request the Delivery of Goods outside of the limits set out in this Article 5, according to the Package Size or Method of Transport selected.

6. Processes relative to the Deliveries of Goods

6.1. Request for Delivery of Goods by the User

The User enters into the Application the Collection Address, the Sender from whom the Independent Courier must collect the Goods, the Delivery Address and the Recipient to which the Independent Courier must deliver the Goods, together with, as a minimum, a telephone number, which may be that of the User and/or the Sender and/or the Recipient, and lastly the Package Size which relates to the Goods or the Method of Transport (as appropriate).

The User acknowledges and agrees that this is essential information for the Delivery of Goods on the basis of which the Independent Courier is bound.

The User represents and warrants to the Company and the Independent Courier that it shall:

request the Delivery of Goods to a named individual;
have the prior permission of the Sender and the Recipient to communicate to the Company and the Independent Courier the information entered concerning them, which may be surname, forename, postal address and telephone number, to enable the Delivery of Goods;
specify the details, obvious or otherwise, of the Goods when they may have repercussions on the progress of the delivery by the Independent Courier, in particular if they do not correspond to the Package Size selected by the User or they may affect the Method of Transport;
not request Delivery of Goods to a Recipient who is inaccessible or which would require unreasonable efforts by the Independent Courier, such as Recipients who may be incarcerated or whose address is inaccessible by land and/or not close to a marked road;
only use the Service and the Delivery Request for legal purposes.

Subject to the foregoing, a fixed and final Price, as deemed to have been agreed between the User and the Independent Courier in accordance with Article 6.3 of the GCU, shall then be communicated to the User for the Delivery of Goods.

An estimate of the time for Delivery of Goods (including the approach time initially, then collection until delivery secondly) shall also be communicated to the User. Any timeframes specified shall be indicative only and shall not be binding on the Independent Courier (nor on the Company, which, in accordance with the GCU, is not a party to the contract for the Delivery of Goods).

6.2. Acceptance by the Independent Courier of the Delivery Request

Acceptance by the Independent Courier of a Delivery Request via the Application binds the Independent Courier (who may be a corporate entity such as a Fleet Partner, acting through their employee, worker, contractor, agent or representative, or an individual) to undertake the said Delivery of Goods, pursuant to the provisions of the GCU. The Company cannot require or force an Independent Courier to accept a Delivery Request and an Independent Courier makes any such acceptance entirely at its own discretion.

6.2.1. Confirmation of the Delivery Request

Irrespective of the Method of Transport used or the Package Size selected by the User, if the Independent Courier accepts the Delivery Request, it undertakes to the User to give effect the Delivery of Goods as contemplated by the GCU.

Acceptance by an Independent Courier of a Delivery Request shall be notified to the User by text or by a notification on the Application, and is deemed to constitute conclusion of the contract binding the User to the Independent Courier, subject to the provisions of Article 7.2 of the GCU.

6.2.2. Communication between the User, the Independent Courier, the Sender and the Recipient

The Independent Courier may need to contact the User by telephone after acceptance of the Delivery Request. The User must be contactable on the number indicated by it in its Account in order to answer the Independent Courier's questions.

The Independent Courier may also need to contact the Sender and/or the Recipient, if not the User, by telephone at the time of the Delivery of Goods.

In this respect, the User who has entered the telephone numbers of the Recipient and/or the Sender, so they can be contacted by the Independent Courier within the framework of the Delivery of Goods, represents and warrants that it has obtained their agreement to do so.

The telephone details entered are only kept by the Company for the time of the Delivery of Goods and are encrypted. This means that the Independent Courier can contact the User and/or the Sender and/or the Recipient, via the Application, without being able to see the telephone numbers.

6.2.3. Execution of the Delivery of Goods by the Independent Courier

The Independent Courier is deemed to be in possession of the Goods once confirmation has been registered on the Application installed on the Independent Courier’s Device.

Notwithstanding Article 6.2(c)(i) above, the User is responsible for making the Goods available for collection by the Independent Courier at the scheduled collection time. The Independent Courier may choose to wait at the Collection Address for a period of thirty (30) minutes (Waiting Time) or more. If the Goods are not available for collection after the Waiting Time has elapsed, the Independent Courier shall be entitled to cancel the Delivery of Goods in accordance with Article 6.6(b)(iv) and a Cancellation Fee may be charged to the User. This provision 6.6(b)(iv) shall only be applicable once the Company has communicated in writing to the Independent Courier the launch of wait at pick up in the Independent Courier’s specific region

A route is recommended by the Application to the Independent Courier for the Delivery of Goods, but the Independent Courier is under no obligation to take the recommended route and may undertake the Delivery of Goods as it sees fit for the purposes of carrying on its business.

The Independent Courier is under no obligation to make any Delivery of Goods within any timeframe communicated as an estimate, or within any other deadline. However, it undertakes to the User to use best efforts to complete the Delivery of Goods within a reasonable timeframe, taking account of the Package Size, Method of Transport, the Goods, the traffic and weather conditions, etc. and in line with the usual operation of its own business.

6.2.4. Delivery of the Goods by the Independent Courier to the Recipient

The Delivery of the Goods by the Independent Courier to the Recipient is recorded on the Application installed on the Independent Courier’s Device by the Independent Courier (either by the Independent Courier confirming delivery within the Application, and/or by the Application prompting the Independent Courier to take a photograph of the completed delivery, with the Independent Courier taking such action as indicated within the Application) or by the signature of the Recipient, as appropriate.

A notification shall be sent to the User via the Application together with a receipt and an invoice, under the conditions of Article 8 of the GCU.

The User shall not send messages of an injurious, insulting, denigrating, degrading or defamatory nature to or regarding an Independent Courier. The Company reserves the right to delete all or part of a message notified to it, without delay, which, in its opinion, does not meet the GCU.

6.2.5. Return of Goods by the Independent Courier

If the Independent Courier is unable to contact the User and/or the Sender and/or the Recipient, the Independent Courier may, at its discretion, automatically terminate the Delivery of Goods, in accordance with Article 6.6(b) of the GCU.

If the Independent Courier is unable to give effect to the Delivery of Goods to the Recipient and terminates the Delivery of Goods pursuant to this Article 6.2(e) the Independent Courier must return the Goods to the User or the Sender, as appropriate. For the avoidance of doubt, the Independent Courier should not dispose of any Goods unless expressly instructed to do so by the User or the Company. Any unauthorised disposal will be subject to Article 7.2(b) below.

In order to give effect to the return, the Independent Courier shall make contact with the Company in order to organise a Delivery of Goods to the Collection Address (reverse process) so that the Independent Courier can return the Goods to the Sender or the User. The cost of this Delivery of Goods shall be identical to that of the outward delivery.

6.3. Price

The Price is dependent on geography and Package Size or Method of Transport. For the avoidance of doubt, the Price is inclusive of the Courier Fee.

Prices are determined by Delivery of Goods and are calculated automatically by the Application with the use of an algorithm which takes into account a sum of variables, such as in particular the type of Method of Transport chosen by the User, the weight or the dimensions of Goods, the distance to be travelled between the Collection Address and Delivery Address, the costs inherent in transport which may be charged to any User by law, as well as the variation in supply and demand, etc. They include the intermediation commission due to the Company in return for the Services.

A price list is available on request by sending a message to the following email address: support@Renesent.com.

6.4 Delivery Requirements

The Independent Courier undertakes to the User that it will comply with the minimum standards set out below and that it will also comply with any additional requests that may be made by the User or any other requirements set by the User from time to time, whether directly through the Application or via the Company. Corporate entities (including Fleet Partners) agree to procure that their employees, workers, contractors, agents or representatives will also comply with these standards and requests.

6.4.1. If the Delivery Request requires specific transport conditions, on the request of the User (eg in terms of hygiene, temperature or equipment, for example for chilled products, fragile products, etc.) or other conditions required to meet applicable legislation, the Independent Courier must ensure, prior to its acceptance, that its Method of Transport and equipment (set out in Article 6.4(b)) meets these specifications.

6.4.2.The Independent Courier will ensure that it has the equipment required to meet client needs for delivery capacity and quality as outlined at https://help-partner.Renesent.com/en/articles/ and as updated by the Company from time to time.

The Independent Courier can use unbranded equipment, or use branded equipment where the branded equipment is purchased from or supplied by Renesent. The terms of conditions for purchase of equipment will be presented to the Independent Couriers upon request. The Company reserves the right to undertake checks to ensure that Independent Couriers have the equipment that they have reported to the Company that they are using. The Company may suspend or terminate the Account of any Independent Courier that does not have the equipment that they have reported to the Company.

6.4.3. In addition, the Independent Courier shall comply with the following User requirements:

Act with professionalism and carry out the Deliveries of Goods diligently, demonstrating the highest level of care;
Act responsibly with the Goods, ie to ensure they are not damaged, destroyed, tampered with, stolen or lost, and act responsibly in the driving of its Method of Transport;
Do not carry out or be engaged in any conduct prejudicial to the User, including any discrimination, harassment, threatening behaviour, criminal activity or any fraudulent action (as determined by the Company, acting reasonably, as constituting fraudulent action);
Maintain a professional, clean and tidy appearance;
Maintain personal hygiene standards appropriate to the serving of food;
Make every effort not to disturb the operation of any business at the collection or destination address;
Undertake age-verified delivery policy or other appropriate training in order to be able to undertake deliveries of alcohol products, energy drinks or any other age restricted items;
Comply with age-verified delivery policy requirements, proceed with all necessary checks at pick up and drop off and apply any mandatory requirements imposed by the regulation;
Undertake any induction that may be requested by the User;
Execute Deliveries of Goods in accordance with the estimated delivery times provided via the Application and any requested time limits or deadlines indicated by the User;
Have a good standard of spoken English;
Remove motorcycle helmets when interacting with Users and Recipients;
Be polite and courteous to the User and the Recipient;
Ensure that it has the appropriate Method of Transport and equipment for the Delivery of Goods requested by the User and that these are clean and appropriately maintained in good roadworthy condition; and
Comply with any operating standards for that User that may be communicated to it from time to time. This includes compliance with pick up procedures (for example, checking in when arriving at a restaurant, using appropriate entry points and ensuring that the Independent Courier identifies itself), delivery procedures (for example, ensuring that certain deliveries are not re-routed), parking requirements and other requirements regarding premises (such as a requirement not to sit at tables).
Once the Delivery Request is accepted by the Independent Courier, the Goods should be collected and delivered in a timely manner and without delay. If a delay is experienced on collection, the Independent Courier should contact the User and the Company in order to clear the particular Delivery of Goods from the Application and allow the Company to reassign an appropriate Independent Courier through the dispatch technology in the Application as set out in Article 4.1 of the GCU. If a delay is experienced on delivery, the Independent Courier must attend the Delivery Address and attempt to contact the Recipient and the User for instructions. If the delivery cannot be effected after attempts have been made to contact the Recipient, the Independent Courier must contact the Company to return the Goods to the User or the Sender as set out in Article 6.2(e) of the GCU above. If a specific process or waiting time is required by a User, this will be communicated to the Independent Courier by the Company from time to time.

6.4.4. Should the Independent Courier fail to comply with the User requirements set out in Articles 6.4(a) to 6.4(c), the Company reserves its right to apply Article 14 of GCU to any Independent Courier that does not respect these requirements. Further, the User may provide feedback through the Application should these requirements not be met. The Company may send messages to the Independent Courier advising when negative feedback has been received from a User. If the Independent Courier in question is an employee, worker, contractor, agent or representative of a corporate entity such as a Fleet Partner, any failure to comply with the User requirements will be communicated to the corporate entity who will be responsible for any further action.

6.4.5. The User shall comply with the following requirements:

Act with professionalism and decency;
Not carry out any action that will be prejudicial to any Independent Courier;
Allow Independent Couriers access to facilities on their premises (such as drinking water and toilet facilities) in accordance with legal requirements; and
Communicate operating standards to Independent Couriers from time to time, including with respect to parking and pick-up procedures.

6.5 Scoring

Subject to Article 6.5(c) below, the Company provides the Independent Couriers with a weekly overall score based on their performance against specific performance metrics, as set out below (Courier Performance Score or CPS). The Parties acknowledge and agree that the CPS is intended to provide all Parties with a mechanism for assessing performance.

The relevant metrics can be seen at the following article: https://intercom.help/Renesent-couriers/en/articles/ ps, as updated from time to time by the Company.

The Company does not provide a CPS for any Independent Courier that is (i) an employee, worker, contractor, agent or representative of a corporate entity, such as a Fleet Partner, or (ii) a corporate entity.

6.6 Cancellation by the Member

6.6.1 Cancellation by the User

The User may cancel its Delivery Request, without cost, up to two (2) minutes after issuing the Delivery Request via the Application, provided that the Goods have not been collected from the Sender by the Independent Courier.

After this time, the User may cancel its Delivery Request before the Goods have been collected by the Independent Courier from the Sender. Should the User cancel after the initial two (2) minutes have passed, the User will be charged the Cancellation Fee. The Cancellation Fee is such other amount as the Company may determine and communicate to Members from time to time.

Once the handover of the Goods to the Independent Courier by the Sender has been confirmed on the Application, it is then no longer possible for the User to cancel the Delivery of Goods. However at any time thereafter the User can request a new 'reverse' Delivery of Goods, via the Application, in order to return the Goods to the User, to the Sender or to any other individual. Any such request will be subject to the usual Price set out in Article 6.3.

For the avoidance of doubt, the Company shall play no part in the decision by a User to cancel a Delivery Request under this Article 6.6(a) but may need to give effect to the cancellation via the Application if so requested by the User.

6.6.2. Cancellation by the Independent Courier

The Independent Courier may cancel a Delivery of Goods for any reason, whether through the Application or by requesting a cancellation from the Company. If so requested, the Company will give effect to the cancellation via the Application on the Independent Courier's behalf.

If an Independent Courier cancels any Delivery of Goods for any reason (including pursuant to Article 6.6(b)(iv) below), the Company will reassign an appropriate Independent Courier through the dispatch technology in the Application as set out in Article 4.1 of the GCU. If reassignment is not possible, the Company shall then seek the most appropriate solution, in collaboration with the User.

If an Independent Courier cancels a Delivery of Goods due to a Force Majeure Event entailing the destruction of the Goods or their damage preventing delivery, then the Price shall not be debited from the User and the Independent Courier shall contact the User and the Company in order to implement the insurance.

If the Independent Courier has waited for the collection of Goods at the relevant Collection Address for a period in excess of the Waiting Time, the Independent Courier may request cancellation of the Delivery of Goods. Should a Delivery of Goods be cancelled following the request of an Independent Courier in these circumstances, the User will be charged the Cancellation Fee. This provision 6.6(b)(iv) shall only be applicable once the Company has communicated in writing to the Independent Courier the launch of wait at pick up in the Independent Courier’s specific region.

For the avoidance of doubt, the Company shall play no part in the decision by an Independent Courier to cancel a Delivery Request under this Article 6.6(b).

7. Resolution of disputes concerning the Delivery of Goods

7.1 General principles

Pursuant to the GCU, and as stated elsewhere in the GCU, the Delivery of Goods is not executed by the Company but by the Independent Courier only. The Parties acknowledge and agree that liability relating to the Delivery of Goods rests with the Independent Courier and not the Company, subject to Article 7.1(c).

The Company may, at its discretion, assist the Independent Courier and the User to resolve any disputes which may arise relating to any Delivery of Goods initiated via the Application.

If the Independent Courier is an employee, worker, contractor, agent or representative of a corporate entity such as a Fleet Partner, any liability relating to a Delivery of Goods rests with that corporate entity. Accordingly, any reference to an Independent Courier (including with reference to responsibility or liability) in this Article 7 is a reference to the corporate entity and not to any individual employee, worker, contractor, agent or representative of the same.

7.2. Upon receipt of the Delivery of Goods by the Recipient

7.2.1. Damaged Goods:

If a Recipient refuses the Delivery of Goods due to the alleged destruction of the Goods or their damage, spoiling, loss or theft, then the Price of the Service will be debited from the User and it shall be the User's responsibility to demonstrate to the Independent Courier, and to the Company, that the alleged damage has indeed occurred, in which case a refund of the Price of the service may be issued.

At the same time, the Independent Courier shall be responsible for making contact with the User so that an insurance claim may be made.

In the absence of detailed reservations recorded by the Recipient at the time of the Delivery of Goods, it shall be the User's responsibility to prove that the damage took place during the Delivery of Goods by the Independent Courier, and to establish that the damage was caused during the Delivery of Goods by the Independent Courier.

If the destruction or damage is proven to be due to the Delivery of Goods executed by the Independent Courier, the Company may collect the Price of the Delivery of Goods due from the Independent Courier and refund it to the User.

7.2.2. Loss of goods

The Independent Courier is responsible for the Goods in the period between collection and delivery. If the Delivery of Goods is not completed or the Goods are lost in transit, the Independent Courier shall be liable to the User for the same.

The Independent Courier shall be responsible for making contact with the User so that an insurance claim may be made.

If the loss is due to the actions of the Independent Courier, the Company may collect the Price of the Delivery of Goods due from the Independent Courier and refund it to the User. The Independent Courier shall be responsible to the User for the cost of the Goods.

In circumstances where the Goods in question are pharmaceutical or high value items, the Company reserves the right to terminate such Independent Courier’s Account and to report the matter to the Police.

7.2.3. Other causes

No suspension nor reimbursement of the Price owed by the User shall be made in any circumstance other than those listed in Articles 7.2(a) and 7.2(b) of the GCU, including without limitation, the refusal of the Goods by the Recipient, or its refusal to receive them. If the Recipient refuses to accept the Goods for any reason other than those set out in Article 7.2(a), the Independent Courier shall return the Goods through a Delivery of Goods and the User will be billed for such return, or the User can instruct the Independent Courier to bin the Goods. For the avoidance of doubt, the Independent Courier should not dispose of any Goods unless expressly instructed to do so by the User or the Company. Any unauthorised disposal will be subject to Article 7.2(b).

The User acknowledges and agrees that the Independent Courier is not responsible for any non-conformity of the Goods or delay in Delivery of Goods in relation to the estimated timeframe indicated, and that these do not constitute a valid and admissible reason for refusing to accept the Goods.

In the event of dispute it shall be the User's responsibility to contact the Independent Courier to obtain any compensation and to inform the Company of any such dispute.

8. Payment – invoices

8.1. Subject to Article 8.4, the following payment terms apply to use of the Application:

Use of the Application is free of charge for the User; only the payment of the Price of the Delivery of Goods or any Cancellation Fee is collected and invoice produced by the Company, in the name and on behalf of the Independent Courier (as the Party solely responsible for the Delivery of Goods).

The Price and any Cancellation Fee (including any VAT) shall be paid in pounds sterling and by bank card only, or wire transfer to credit the User Account.

The Parties agree that all Deliveries of Goods executed by the Independent Courier or any Cancellation Fee relating to any cancelled Delivery of Goods shall be collected and billed to the Users by the Company in the name and on behalf of the Independent Courier.

8.2. Subject to Article 8.4, the following provisions regarding invoices and receipts apply to the Application:

Upon confirmation on the Application of receipt of the Delivery of Goods, the Company shall send the User, by email, a receipt confirming safe receipt of the Goods, any comments of the Recipient and/or the Independent Courier, and an invoice in the name and on behalf of the Independent Courier, comprising the Price of the Delivery of Goods, or, where applicable, the Cancellation Fee, and shall then debit the sum due from either the bank card or the in-credit account designated by the User as means of payment.

The User accepts and authorises the fact that the invoices for the Deliveries executed or any Cancellation Fee shall be available from the Application and shall be sent by email to the email address entered by the User. The User shall update its email address in all circumstances.

Alternatively, the User can opt to receive receipts and invoices on a weekly basis.

8.3. Subject to Article 8.4, in terms of payment default, the following shall apply:

Any payment default by a User, eg due to the expiry of the bank card entered, insufficient balance in the bank account, or inaccurate bank details, shall entail the suspension by the Company of its Account and access to the Services.

In the event of payment default, the Company shall notify the User of this default, ordering it to remedy the payment promptly, then reserve the option of terminating its contract to use the Application under the conditions of Article 14 of the GCU.

The Independent Courier reserves the right to take legal action against any User if the User has breached its payment obligation for any reason in relation to the Delivery of Goods and the Company reserves the right to take any legal action against any User for any consequential losses of the Company arising from any such circumstances.

The User shall ensure that its billing information is up-to-date, complete and correct.

The User may access the Application at any time to request the deletion of its bank data by the banking service provider of the Company.

The Member also has the option of cancelling its billing agreement by entering its PayPal account in its profile and by deleting it from the dedicated page.

8.4. The provisions relating to payments and invoices contained in this Article 8 shall not apply in the case of Fleet Partners and those individual couriers that are an employee, worker, contractor, agent or representative of any Fleet Partner. In such a case, the terms governing payments and invoices will be agreed and documented directly between the Fleet Partner and the Company.

9. Access to and availability of the Application and Services

The Services are freely and exclusively accessible online on the Application.

The Company shall make every effort to make the Application and its Services available during its operating hours from time to time in force, independently of the maintenance operations on the said Application and/or the said Services. The Company makes no guarantees in relation to the availability of the Services, speed of access to the Application, and/or speed of saving to the buffer memory of the Member's Device.

The Company reserves the right to modify or interrupt all or some of the Services at any time, temporarily or permanently, without prior notification to the Users and without entitlement to compensation.

The Company shall make every effort to put a User in contact with an available Independent Courier, in its geographical area, able to accept a Delivery of Goods. However, without prejudice to any other terms of the GCU, the Company cannot and will not guarantee availability of a minimum of one Independent Courier, and/or the times of consultation of the Services by the User, and/or the Methods of Transport of the available Independent Couriers. Neither does the Company make any guarantee that any available Independent Couriers will accept any requests for Delivery of Goods. The User acknowledges that, in providing the Delivery of Goods, Independent Couriers are carrying out business in their own names and for their own account and that the Company is not involved to any extent in the execution of these services. The Company acts as the Independent Courier's agent and facilitates the Independent Courier's supply of the Delivery of Goods.

10. Guarantees – Liability – Force Majeure

10.1. Corporate entities

If an Independent Courier is an employee, worker, contractor, agent or representative of a corporate entity such as a Fleet Partner, any liability and responsibility rests with that corporate entity. Accordingly, any reference to an Independent Courier in this Article 10 is a reference to the corporate entity and not to any individual employee, worker, contractor, agent or representative of the same.

10.2. Guarantee of the Members

The Member is solely responsible for the use it makes of the Services it accesses from the Application.

In accessing the Application, the Member represents and warrants that it/it shall not, and shall procure that any employee, worker, contractor, agent or representative acting on its behalf shall not:

access and/or use the Application and/or the Services for illegal purposes and/or with the aim of causing harm to the reputation and image of any of the Parties, and more generally that it/it shall not infringe the rights, notably intellectual property, of the Company and/or third parties;
use devices or software other than those provided by the Company intended to or that may: i) affect or try to affect the proper operation of the Application and/or the Services; or ii) extract, modify or view all or part of the Application on any support other than the User's Device, even in buffer or temporary memory, or for customised use;
directly or indirectly market the Services and/or the access to the Services and/or the access to the Application;
reuse all or part of the Application, particularly for commercial and/or collective and/or personal purposes in a form and/or a media not authorised by the Company;
exploit the Services provided by the Company or the data to which it may have access via the said Services and/or the Application for purposes that are directly or indirectly commercial and/or for personal purposes in a form and/or a media not permitted by the Company;
limit or try to limit access to or use of the Application and/or the Services;
modify any mention or element of the Services and/or the content of the Application, including in buffer or temporary memory; or
knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware

In the event of breach of any of these obligations, and without this list being exhaustive, the Member acknowledges and agrees that the Company shall have the right to refuse it (or its employees, workers, contractors, agents or representatives, as appropriate) access to all or some of the Application and/or the Services, unilaterally and without prior notification.

10.3. Liability of the Members

The Member is solely responsible for breaches and/or violations of the legislation applicable to it and to the GCU with regard to both the Company and the other Member with whom it is in contractual relations, and for damages that may arise owing to these violations and/or breaches.

The Member shall be liable for, and shall compensate, the Company and/or any other Member and/or a third party in respect of any claims, complaints, remedies and petitions, of any nature, resulting from such a violation or breach, relating to: i) the use of the Application by the Member; ii) the relationship between the Independent Courier and the User; iii) the operation of the Method of Transport with regards to the Independent Courier; and iv) the Delivery of Goods with regard to the Independent Courier.

The Member shall regularly check that it has the latest version of the Application and that it has indeed downloaded a version compatible with its Device.

The Member shall compensate the Company and/or third parties for any direct and indirect damages resulting from such violations and/or breaches.

10.4. Indemnity

The Member shall indemnify, defend and/or settle and hold harmless the Company against any loss or damage (including legal costs) which the Company may sustain or incur, in relation to any third party claim, to the extent such claim is based upon any breach by the Member (or its employees, workers, contractors, agents or representatives, as appropriate) of the provisions of the GCU.

10.5. Limitation of liability of the Company

The Company shall not be liable to any Member, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the GCU for:

loss of profits, sales or business, agreements or contracts, anticipated savings or goodwill;
any indirect or consequential loss;
losses arising in connection with any Force Majeure Event;
losses arising as a result of any information provided by Members, including in relation to the dissemination of such information on the Application, including loss of use or corruption of software, data or information;
losses arising in connection with any use of the Application and/or the Services by a User which is in breach of the GCU;
losses arising in connection with: (i) the use or unavailability of the Services and/or the Application; and (ii) access to the Services and/or Application by an unauthorised user;
losses arising in connection with any malfunction of any nature relating to the User's Device and its connection to the internet upon accessing the Application and/or the Services;
losses arising in connection with the downloading by the Member of a wrong version of the Application or a version which is incompatible with its Device, or in circumstances where the Member breaches the rules of the Apple App Store or the Google Play Store; or
losses arising as a result of or in connection with any act or omission of an Independent Courier.

Subject to Articles 10.3(a) and 10.3(c) of the GCU, the Company's total liability to any Member, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the GCU shall be limited to $15 per claim.

For the avoidance of doubt, nothing in the GCU limits or excludes the Company's liability for:

death or personal injury caused by its negligence;
fraud or fraudulent misrepresentation; or
any other liability which cannot be limited or excluded at law.

Additional provisions in relation to the Delivery of Goods

In addition to the provisions of Articles 10.3(a) and 10.3(b) of the GCU, the following provisions apply in relation to the Delivery of Goods:
The User acknowledges and agrees that the quality of the services of Delivery of Goods requested via the Application falls wholly under the responsibility of the particular Independent Courier (which in the case of any employees, workers, contractors, agents or representatives of a corporate entity shall be that corporate entity) who accepted and/or effected the Delivery of Goods in question.
The Company shall not be liable for the Delivery of Goods, including, without limitation, in relation to Goods excluded pursuant to Article 5.1 of the GCU.
The Company does not directly supervise, direct or control the manner in which the Delivery of Goods is carried out by an Independent Courier (who, as stated in Article 9 above, shall be treated for the purposes of the GCU as carrying on its own business in its own name). The Company shall, if so requested by the User, communicate any requirements that the User may have to the Independent Couriers, whether relating to the Delivery of Goods or otherwise. In addition, the Company shall make available voluntary guidance and support regarding the Delivery of Goods to the Independent Courier, should it wish to avail itself of such guidance and support. In this capacity, the Company shall make an Operations support team and instant messaging available to the Independent Couriers should they wish to communicate with the Company and with each other. The Company acts as the Independent Courier's agent and facilitates the Independent Courier's supply of the Delivery of Goods.
The Company shall be under no obligation to compel an Independent Courier to carry out a Delivery of Goods, or to specify any basis or manner in which a Delivery of Goods is carried out (which shall be the sole responsibility of the Independent Courier to determine).
The Company shall not be liable for any losses howsoever arising, in relation to any Deliveries of Goods by the Independent Couriers or with regard to the acts, actions, behaviour, attitudes and/or negligence of the Independent Courier.

11. Intellectual property

11.1. Intellectual Property Rights

The Member acknowledges that all Intellectual Property Rights in the Application belong and shall belong to the Company, and the Member shall have no rights in or to the Application other than the right to use it in accordance with the terms of the GCU.

Save with the prior written permission of the Company, the Member shall not under any circumstances: i) combine the Application with any other work, particularly software; ii) provide the Application by any means to a third party; or iii) lease or transfer all or part of the Application to a third party, including other companies and entities of the group to which it belongs, and is prohibited from any use other than that granted by the GCU.

11.2. Interoperability

If the Member intends to use the interoperability information of the Application to enable its interoperability, the Member shall inform the Company in advance, and shall seek to agree with the Company the conditions governing any such transmission of such information. The Member shall not undertake any decompilation of the Application until and unless agreement has been reached with the Company.

12. Personal data

The Company has set up a Privacy Charter as Annex I to the GCU. The Privacy Charter forms part of the GCU and contains obligations with which the Company and the Independent Courier must comply to protect the personal data of the User and third parties (such as the Recipients).

13. Confidentiality

Each Party shall keep strictly confidential and not disclose to any third party, directly or indirectly, any confidential information, that may have been communicated by or on behalf of another Party, unless that information is public knowledge or already known to such Party at the time of disclosure, or subsequently becomes public knowledge other than by breach of the GCU, or subsequently comes lawfully into the possession of such party from a third party. Each Party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.

The confidential information referred above shall include (without limitation):

Address, surname and forename of the User;
Address, surname and forename of the Recipient of a Delivery of Goods, if different to the User;
Address, surname and forename of the Sender of a Delivery of Goods, if different to the User;
Telephone number of the Members or third parties and communicated by a Member upon use of the Application;
Any information that may relate to the Goods delivered; or
Any photographs or images revealing the above.

The Member shall not seek to extract or otherwise appropriate any information from the Application or any of the Company's databases or reuse any part of the data made available through the Application.

Notwithstanding the above, the Company may however, where applicable, communicate the Confidential Information as necessary to the Independent Couriers within the framework of the execution of the Deliveries of Goods.

14. Duration – suspension – termination

Without affecting any other right or remedy available to it, any Party may terminate the GCU at any time with immediate effect using the procedure accessible via the Application. In addition to this Article 14, further terms may apply between Fleet Partners and the Company.

On termination or expiry of the GCU:

any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the GCU which existed at or before the date of termination or expiry, shall not be affected;
Independent Couriers shall return to the Company all accessories given to them by the Company pursuant to Article 11 of the SC;
Members shall delete and/or destroy any personal data they have about other Members which they obtained for the purposes of providing or receiving the Services;
the following articles of the GCU shall continue in full force: Article 10.3(b) (Limitation of liability of the Company), Article 11 (Intellectual Property), Article 13 (Confidentiality) Article 22 (Applicable law).

The Company has the right to suspend any Member from the Application or from access to the Services on such terms and conditions as the Company determines for any reason, including the purpose of carrying out an investigation into any allegation that the Member has breached the GCU. During any period of suspension, the Member shall have no right to use the Application.

In the event of suspension from the Application or of access to the Services and/or termination of the GCU in accordance with this Article 14, the Member shall have no right to any reimbursement or compensation for any loss suffered by it or any third party.

15. Transfer of the GCU

The Company may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under the GCU. The Member hereby declares to accept any change of control in the person of the Company and recognises any successor thereto as its co-contractor.

The GCU are personal to the Member and the Member shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the GCU without the prior written agreement of the Company. Any breach of the foregoing shall entitle the Company to terminate the Member's Account, without prejudice to any damages that the Company may also be entitled to claim on this ground.

16. Accrued interest

The Parties agree that any amounts of interest accrued or accruing on sums paid to the Company for any reason (where by reason of payment, prepayment or refund) shall accrue to, and be for the benefit of, the Company only and for no other person.

17. Independence of the Parties

Nothing in the GCU is intended to, or shall be deemed to, establish any partnership, joint venture, employment or worker relationship between any of the Parties, or authorise any Party to make or enter into any commitments for or on behalf of any other Party constitute any Party the agent of another Party, save for as expressly set out elsewhere in the GCU or otherwise.

Each Party confirms it is acting on its own behalf and not for the benefit of any other person, except for Members acting in their capacity as employee, worker, contractor, agent or representative for a corporate entity such as a Fleet Partner.

The Parties acknowledge and agree that the GCU do not under any circumstances establish a hierarchy or any link of subordination between them and confirm that their contractual relationship does not relate to a salaried activity. The Parties further agree that the Deliveries of Goods under this agreement are provided by the Independent Courier to the User and not by the Independent Courier to the Company. The Parties also acknowledge that the GCU do not establish any contract between the User and the Company for the Delivery of Goods which shall be provided to the User solely by the Independent Courier (acting on his/her own behalf or via its employee, worker, contractor, agent or representative in the case of a corporate entity such as a Fleet Partner).

The Independent Courier shall independently manage or organise its activity and/or employees, workers, contractors, agents or representatives (as appropriate) in compliance with the GCU.

18. Miscellaneous

18.1. Entire agreement

The GCU, including the SC, and including their annexes, and any document referred to in it (including any agreement between the Company and any Fleet Partner), constitute the entire agreement between the Parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to their subject matter unless otherwise agreed in writing by any of the Parties.

Nothing in this Article 18.1 shall limit or exclude any liability for fraud.

18.2. Severance

If any provision or part-provision of the GCU is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Article shall not affect the validity and enforceability of the rest of the GCU.

If any provision or part-provision of the GCU is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

18.3. Headings

Article, section and annex headings shall not affect the interpretation of the GCU.

19. Third party rights

No one other than a Party to the GCU (and their successors and assigns) shall have any right to enforce any of the terms of the GCU.

20. Waiver

No failure or delay by a Party to exercise any right or remedy provided under the GCU or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

21. Variation

No variation to the GCU shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

22. Applicable law and jurisdiction

The GCU are subject to the law of United States.

Each Party irrevocably agrees that the courts of United States shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the GCU or their subject matter or formation (including non-contractual disputes or claims). In the event of difficulty, notably in the interpretation, execution, cessation or termination of the GCU, the Parties shall first seek an amicable solution pursuant to the GCU, in the absence of which they expressly accept, within the limit of the legislation, to submit any dispute relative to the GCU to the exclusive jurisdiction of the courts of Fort Lauderdale, Florida, United States.

II. Special conditions applicable to Independent Couriers (SC)

The special conditions hereunder, which for the avoidance of doubt form part of the GCU, apply to the Independent Couriers only and are principally designed to ensure the high standard of the services of Delivery of Goods by the Independent Couriers to the Users.

1. General information

1.1. Prerequisites to becoming an Independent Courier

The Company reserves the right to confirm or reject the application of an individual or corporate entity to become an Independent Courier.

The Company further reserves the right to set conditions which must be satisfied by any individual, corporate entity or employee of a transport company seeking to become an Independent Courier. Such conditions shall be communicated to the applicants by the Company from time to time and may include passing background checks or possessing certain qualifications or certifications. Should such conditions not be satisfied, the applicant will not be eligible to become an Independent Courier and the relevant Account will be withdrawn. Should the failure to meet the conditions come to the attention of the Company after the relevant person has already become an Independent Courier, the Company may suspend or terminate the Account of such Independent Courier at any time as a result of the same.

1.1.1. Private individual

Any individual who is self-employed can become an Independent Courier. To do this, it must register via the Application using the process accessible from the following link https://Renesent.com/become-courier/.

The individual, before being able to execute Deliveries of Goods via the Application, must send to the Company the requested documentation, including evidence of identity, right to work and right to operate the Vehicle.

If the Independent Courier wishes to carry out Deliveries of Goods using a motorised vehicle, the Independent Courier must provide its authorisation for access to the profession (ie registration on the register of carriers), in the event where this is required, and/or the authorisation for access to the market (ie copy of the transport licence).

1.1.2. Corporate entity (including Fleet Partners)

A corporate entity (such as an independent delivery or transport company) may use the Application to offer its own employees, workers, contractors, agents or representatives as Independent Couriers.

Any such employee, worker, contractor, agent or representative of the corporate entity holding an Account will be an Independent Courier in their own right and the terms of the GCU shall apply to them as the context allows, save for as set out in the GCU. The corporate entity is also considered an Independent Courier, and the provisions of the GCU applicable to Independent Couriers, and more generally to the Members, apply de facto to this corporate entity.

The corporate entity shall be responsible for ensuring that its employees, workers, contractors, agents or representatives allocated to carry out Deliveries of Goods respect and at all times act in accordance with the GCU. The corporate entity must register on the Application using the process accessible at the following link https://Renesent.com/become-courier/.

The corporate entity, upon creation of its Account, must provide any documents requested by the Company in addition to the documents mentioned in Article 1.1(d) of these SC.

The Company shall then create sub-Accounts for each individual courier declared by the corporate entity, who may be an employee, worker, contractor, agent or representative of the same. These individuals shall then all be considered Independent Couriers and may execute Deliveries of Goods. However, all billing elements shall be allocated to the Account of the corporate entity, which shall supervise the sub-Accounts of its employees, workers, contractors, agents or representatives. The invoices for each Delivery of Goods executed by one of the employees, workers, contractors, agents or representatives of the corporate entity shall be published in the name and on behalf of the corporate entity managing the principal Account.

1.1.3. Accounts

Each registration on the Application and each Account and Login Information are personal to each individual Independent Courier, including corporate entities. Under no circumstances may a registration, Account or Login Information be shared with another individual or assigned to any other person. This information is confidential, as set out in Article 3.2 of the GCU. All individuals executing Deliveries of Goods via the Application must have their own personal registration as an Independent Courier, have set up their own Account with personal Login Information and must have complied with the requirements relating to documentation set out in Article 1.1(d) and Article 1.1(i) of these SC.

The Company reserves the right to undertake checks to ensure that Independent Couriers are using the correct Accounts. The Company may suspend or terminate the Account of any Independent Courier that is being shared or assigned to any other person.

If any Independent Courier’s Account is terminated pursuant to Article 14 of the GCU, the Company may provide such Independent Courier with the ability to challenge such termination. The Company will consider all such challenges raised and will provide its response to the same. The Company’s decision in response to such challenges will be final.

1.2. Choice of Method of Transport

The Independent Courier may choose the Method of Transport that will be used in carrying out the Deliveries of Goods and that it enters in its Account. The Method of Transport must comply with all applicable legal requirements e.g. be in good working order, have a valid MOT certificate, tax and insurance and it is the Independent Courier's sole responsibility to ensure such compliance. The Method of Transport must also be in good operating condition. Maintenance operations on the Method of Transport, including the supply of fuel or, where applicable, battery charging, are the sole responsibility of the Independent Courier, which is its exclusive owner or user, and the Company shall not be liable for any compensation or financial contribution in this respect or with respect to any damage caused to the Method of Transport.

The Independent Courier must take out all appropriate insurances, to meet at least the minimum legal requirement (i.e. third party insurance) using its own resources and, subject to the provisions of Article 12 of these SC, it is the Independent Courier's sole responsibility to ensure this.

The Independent Courier may only use one Method of Transport and may only have one Account. If the Independent Courier wishes to change the Method of Transport associated with its Account, it must inform the Company via the Application or otherwise in writing, and communicate to it, where applicable, the necessary evidence in order that the Company can confirm the change. If the Independent Courier fails to meet the abovementioned requirements, it may not accept Delivery Requests from the Application until it has remedied the position.

If the Independent Courier wishes to propose a motorised vehicle as Method of Transport, the Independent Courier must provide a copy of its driving licence, including evidence of the number of points remaining on its driving licence, and any other documentation and/or evidence which the Company may reasonably require.

The Company reserves the right to undertake checks to ensure that Independent Couriers have the Method of Transport that they have reported to the Company. The Company may suspend or terminate the Account of any Independent Courier that does not have the Method of Transport that they have reported to the Company.

1.3 Biannual and pre-expiration renewal of evidence required by the Company

The Independent Courier undertakes, without intervention of the Company, to communicate to it, (i) every six (6) months, and (ii) at least one month prior to the expiration date of the documents, the documents mentioned in Article 1.1(d) of these SC for individuals, and in Article 1.1(i) of these SC for corporate entities, and to respond without delay to any request for communication by the Company of the said documents and/or any information or document necessary to execute the GCU.

If the Independent Courier fails to provide any of the documents requested within the required timeframes, the Company may automatically suspend access to the Services by the Independent Courier. Repeated failure to provide the requested documentation may result in the Company applying 14 of GCU.

1.4. Offer of Delivery of Goods

To be able to offer Delivery of Goods, the Independent Courier must respect the following procedure:

Use the Application from its Device and login with its Account using its Login Information;
Declare its availability by clicking the button provided on the Application;
Authorise the Application to use the geolocation function of its Device.

2. Availability of the Independent Courier

The Independent Courier may make itself unavailable by clicking on the button provided for the periods where it does not intend to be put in contact with Users via the Application. The Independent Courier must not however alternate the available and unavailable statuses of the Application at an excessive frequency so as to affect the quality of the Services. The number of changes required to be treated as excessive will be determined at the sole, reasonable discretion of the Company and the applicable level shall be communicated to the Independent Courier from time to time. Such changes of status may affect the Independent Courier's CPS, as set out in Article 6.5 of the GCU.

The Company may make a number of Slots available each week for Independent Couriers to accept. These Slots will be communicated to the Independent Couriers generally 3 to 5 days in advance of the week for which those Slots apply. The Company may also release additional Slots based on demand. Priority access to these Slots will be determined as outlined in the following article: https://intercom.help/Renesent-couriers/, as updated from time to time.

If an Independent Courier undertakes a Slot and satisfies the applicable conditions, that Independent Courier will be entitled to a Guarantee Payment in addition to the Courier Fee, calculated in accordance with and subject to the provisions of Article 4 of the SC.

Independent Couriers are able to amend the Slots that they have accepted and to cancel their acceptance of a Slot prior to the time at which that Slot commences for any reason. The applicable method for such amendment or cancellation, along with any criteria that apply to the same, will be communicated to the Independent Couriers from time to time.

Independent Couriers may substitute another Independent Courier in their place should they be unavailable to undertake a Slot that they have already accepted and have not cancelled. The applicable method for such substitution will be communicated to the Independent Couriers from time to time. The Company shall have no right or ability to veto any such choice of substitute, provided that the proposed substitute is an Independent Courier within the meaning of the GCU.

Independent Couriers are prohibited from substituting or transferring accepted Slots in exchange for payment from other Independent Couriers. Should such behaviour occur, any Independent Couriers involved in this activity will have their access to Slots suspended and will no longer be able to accept, cancel, amend or substitute Slots. The Company also reserves the right to terminate any such Independent Courier’s Account.

If the Independent Courier has accepted a Slot and does not attend, without having taken reasonable steps to amend the Slot, cancel their attendance on that Slot or to arrange a substitute, this may have an impact on its CPS as set out in Article 6.5 of the GCU.

If the Independent Courier regularly does not attend accepted Slots, without having taken reasonable steps to amend the Slot, cancel their attendance on such Slots or to arrange a substitute, the Company reserves the right to terminate such Independent Courier’s Account. The number of Slots missed to be required to be treated as regular non-attendance will be determined at the sole, reasonable discretion of the Company and the applicable level shall be communicated to the Independent Couriers from time to time.

The use of bots or any other automated methods for booking Slots or otherwise is prohibited on the Company’s systems. Independent Couriers that use such automated methods may have their Accounts terminated pursuant to Article 14 of the GCU.

Notwithstanding the GCU and these SC, the Independent Courier shall be free to undertake any such other work as it wishes (other than through the Application).

The Independent Courier acknowledges and understands that the Company and the User may locate it, in real time, when its Device is switched on and it is displayed as available on the Application, in compliance with the Privacy Charter. The Independent Courier agrees to keep geolocation activated on its Device and not to adopt any form of GPS blocking.

The Independent Courier will await a notification on the Application indicating a contact with a User on the basis of the geolocation set out above. As the contact with the Users may require telephone coordination, the Independent Courier shall ensure that its mobile Device is close to it when it is in available mode, and that its phone number is completed and up-to-date in its Account.

3. Receipt of a Delivery Request

The Independent Courier has a period of forty (40) seconds to accept or refuse the Delivery Request made by a User (or such other time period as may be notified to the Independent Courier from time to time).

The Independent Courier is free to accept or refuse Delivery Requests.

However, excessive refusals or failure to accept Delivery Requests may affect the Independent Courier's CPS as set out in Article 6.5 of the GCU. The number of refusals or failures required to be treated as "excessive" will be determined at the sole, reasonable discretion of the Company and the applicable level shall be communicated to the Independent Couriers from time to time.

The Independent Courier shall calculate its underlying costs for providing Delivery of Goods. The acceptance of a Delivery Request means that the Courier Fee is greater than the cost of the transport for the Independent Courier.

An Independent Courier using a motorised Method of Transport must ensure that the aforementioned sum covers: i) the costs incurred by any applicable legal and regulatory obligations, eg relating to employment, tax, insurance and safety matters; ii) the costs of fuel and maintenance; iii) the amortisation or rent of the vehicles; iv) the travel expenses of the vehicle drivers; v) tolls; vi) the costs of transport documents and tax stamps; and vii) where applicable, the remuneration of the company manager.

Acceptance by the Independent Courier, in compliance with Article 4.1 of the GCU, creates an agreement between the User and the Independent Courier, such that the Independent Courier irrevocably undertakes to execute the Delivery of Goods requested and the User undertakes to pay the Price due or any applicable Cancellation Fee.

4. Courier fee

The provisions relating to payments and invoices contained in this Article 4 shall not apply in the case of Fleet Partners and those individual couriers that are an employee, worker, contractor, agent or representative of any Fleet Partner. In such a case, the terms governing fees will be agreed and documented directly between the Fleet Partner and the Company. Accordingly the remaining terms apply only to those Independent Couriers that are not associated with any Fleet Partner.

The Courier Fee is paid by the User to the Independent Courier for each Delivery of Goods and is included in the applicable Price or Cancellation Fee. In particular:

With respect to the Price, the Courier Fee is dependent on geography and Package Size or Method of Transport. The Courier Fee available for each Delivery of Goods is displayed to the Independent Courier before each Delivery of Goods is accepted.
With respect to the Cancellation Fee, the Courier Fee is such other amount that the Company may reasonably determine from time to time, as communicated to the Independent Courier in the payments section of the HelpCentre at https://help-partner.Renesent.com/en/collections/.

In addition to the Courier Fee, should the Independent Courier agree to undertake a Slot, the Independent Courier will be entitled to a Guarantee Payment if it meets the eligibility requirements.

The Guarantee Payment is calculated by reference to the Courier Fees earned by the Independent Courier during the Slot. Should the Courier Fees earned by the Independent Courier not meet a minimum level agreed between the Independent Courier and the Company; the Company will pay an additional sum to the Independent Courier to ensure that it receives this minimum level. This additional sum will be the Guarantee Payment, and will vary in each case. For the avoidance of doubt, the Independent Courier shall not be entitled to a Guarantee Payment if its earnings during the Slot are above the minimum level described above.

In order to qualify for the applicable Guarantee Payment, the Independent Courier must meet the eligibility requirements for the particular level of Guarantee Payment as communicated to the Independent Courier at https://help-partner.Renesent.com/en/articles/, as may be updated by the Company from time to time.

If an Independent Courier regularly cancels Deliveries of Goods pursuant to Article 6.6(b) (save for in respect of a Force Majeure Event) or regularly experiences delays at collection or delivery without making contact as required by Article 6.4(c)(xvii), the Independent Courier shall no longer be entitled to receive the applicable Guarantee Payment. The number of occasions to be required to be treated as regular will be determined at the sole, reasonable discretion of the Company and the applicable level shall be communicated to the Independent Couriers from time to time.

In addition to the Courier Fee, and the Guarantee Payment referred to above, Independent Couriers may also receive additional payments from the Company to reward them for their performance (Reward Payments). Such Reward Payments shall be at the discretion of the Company and the eligibility conditions therefore shall be communicated to the Independent Couriers from time to time.

The Company will send messages alerting the Independent Courier as to any issues causing ineligibility for the Guarantee Payment or the Reward Payments, as appropriate.

In addition to the Courier Fee, the Guarantee Payment and the Reward Payments referred to above, once the Company has communicated in writing to the Independent Courier the launch of wait at pick up in the Independent Courier’s specific region the Independent Couriers shall be entitled to receive a payment for each minute of Waiting Time incurred between fifteen minutes and one second (15:01) and thirty (30:00) minutes (Waiting Fee). For the avoidance of doubt, the Waiting Fee shall apply only to those minutes waited by the Independent Courier to take collection of the Delivery of Goods in excess of fifteen (15) minutes from the Independent Courier’s arrival at the pick up location (as determined by the Company) time and no fee shall be payable for the first fifteen (15) minutes of Waiting Time or any time after the period of Waiting Time has expired (i.e. after thirty (30) minutes). The Waiting Fee shall not be payable in circumstances where either (a) the Independent Courier cancels the Delivery of Goods (whether before the Waiting Time has elapsed or otherwise), other than where such cancellation is as a result of the Independent Courier requesting a return delivery pursuant to Article 7 or (b) a Cancellation Fee is payable by the User with respect to the Delivery of Goods. The amount of the Waiting Fee payable per minute of Waiting Time shall be communicated to the Independent Courier by the Company from time to time.

In the event that an Independent Courier is appointed as a Fleet Captain in accordance with Article 5 of the SC, it shall be entitled to receive an additional payment with respect to this role. This payment shall be at the level agreed between the Company and the particular Fleet Captain from time to time.

5. Acceptance and execution of a Delivery of Goods

The Company does not under any circumstances undertake to provide the Independent Courier with a minimum number of Deliveries of Goods to be executed. The Company assumes a best efforts obligation only to put the Independent Courier in contact with Users wishing to undertake a Delivery of Goods, and does not guarantee a minimum number of Users, particularly during the time Slots and places of availability of the Independent Courier.

Once the Independent Courier has accepted the Delivery Request, it must go without delay given the relevant time of pick-up to the Collection Address specified by the User to collect the Goods (via the fastest route according to factors such as traffic).

The conditions under which the Independent Courier may cancel a Delivery of Goods are detailed in Article 6.6(b) of the GCU.

The Independent Courier must make contact with the Recipient of the Delivery of Goods to give it the Goods at the Delivery Address, in compliance with the information provided to it via the Application, then confirm completion of the Delivery of Goods via the Application.

The Company shall be entitled to appoint a limited number of "Fleet Captains" from time to time. The Fleet Captain shall act as a point of contact for other Independent Couriers. This role does not change the status of the Independent Courier but attracts an additional fee, as set out in Article 4 of the SC.

6. Commission

The provisions relating to payments and invoices contained in this Article 6 shall not apply in the case of Fleet Partners and those individual couriers that are an employee, worker, contractor, agent or representative of any Fleet Partner. In such a case, the terms governing commission will be agreed and documented directly between the Fleet Partner and the Company. Accordingly the remaining terms apply only to those Independent Couriers that are not associated with any Fleet Partner.

The Independent Courier shall pay the Company commission at the rate communicated to the Independent Couriers by the Company from time to time (Commission). The Commission shall be calculated on the basis of the Price payable pursuant to Article 6.3 of section I of the GCU. In order to pay the Commission to the Company, the Independent Courier shall confer a mandate for collection and billing to the Company in accordance with the annexes to these SC.

7. Execution of a return of Goods

Following acceptance of a Delivery Request, the Independent Courier may be required to return the Goods to the Sender in several circumstances described in the GCU, such as, without limitation, refusal or failure to sign by the Recipient or damage to the Goods.

Consequently, the Independent Courier, prior to acceptance of the Delivery Request, accepts that it may have to undertake such a return. The Independent Courier acknowledges that this return may lengthen its time for Delivery of Goods.

8. Limitation of liability of the Independent Courier

If an Independent Courier is an employee, worker, contractor, agent or representative of a corporate entity such as a Fleet Partner, any liability and responsibility rests with that corporate entity. Accordingly, any reference to an Independent Courier in this Article 8 is a reference to the corporate entity and not to any individual employee, worker, contractor, agent or representative of the same.

The Independent Courier may become liable for material damage and/or consequential loss, such as loss, theft, material damage, or destruction of the Goods during the Delivery of Goods, except where the foregoing are due to factors such as, without limitation, fault of the Sender or the Recipient, a Force Majeure Event and/or a defect inherent to the Goods or insufficient packaging.

The Independent Courier's total liability for material damage and/or consequential loss, such as loss, theft, material damage, average or destruction of the Goods shall be the greater of:

the original value of the Goods; or
the amount of their repair or reconstitution, in both cases up to the limit of 500 pounds sterling.

The User and/or Recipient must provide receipts to support any claim.

The Independent Courier shall not be liable for any indirect loss resulting from the Delivery of Goods or the failure of the Delivery of Goods.

The Independent Courier shall bear no liability to the Company for failure to carry out the delivery of Goods, as its sole responsibility for this service is to the User.

9. Payment

The provisions relating to payments and invoices contained in this Article 9 shall not apply in the case of Fleet Partners and those individual couriers that are an employee, worker, contractor, agent or representative of any Fleet Partner. In such a case, the terms governing commission will be agreed and documented directly between the Fleet Partner and the Company. Accordingly the remaining terms apply only to those Independent Couriers that are not associated with any Fleet Partner.

In order to complete the receipts or invoices produced by the Company in the name and on behalf of the Independent Courier, and to collect payment of the Price and any Cancellation Fee (including any VAT), the Independent Courier shall at all times provide all necessary information, in particular in relation to its identification and its status for VAT purposes (including details of any VAT registration), and confer a mandate for collection and billing in accordance with the annexes to these SC.

The Independent Courier shall receive payment from the Company on a weekly basis of the Courier Fee relating to the Deliveries of Goods executed since the last invoice issued (since the date of creation of the Account for the first payment), in accordance with Section III of the GCU. Payment of the Guarantee Payment, the Reward Payments and the Waiting Fee to the Independent Courier by the Company shall also take place on a weekly basis.

10. Specific guarantees of the Independent Courier

The Independent Courier shall comply with all applicable legislation and regulations, including, for corporate entities, applicable employment legislation and shall make all declarations (e.g. tax or social security) required of it with regard to its activity as an Independent Courier. The Company shall not be liable for any compliance or failure to comply by the Independent Courier with such applicable legislation.

The Independent Courier may be given one or more accessories by the Company, in exchange for a bond which will be deducted from the first and/or second payment made by the Company to the Independent Courier. This sum shall be returned to the Independent Courier upon return to the Company of the accessories provided. The Independent Courier may use its own accessories, as long as they are not branded by another delivery company, and is under no obligation to use any offered by the Company.

The Independent Courier is solely responsible for the accessories given to it by the Company and is their sole guardian. The Independent Courier shall use the said accessories in accordance with the GCU.

The Independent Courier shall comply with the Highway Code and shall procure that its employees, workers, contractors, agents and representatives shall do the same. It shall be solely responsible for any breach of the Highway Code and shall assume the consequences of any criminal proceedings. Any and all costs associated with any breach of the Highway Code, local regulations or criminal activity (including any parking fines or speeding violations) shall be borne by the Independent Courier and the Company shall not be liable for any compensation or financial contribution in this respect.

The Independent Courier shall take all possible precautions to be in the best possible condition, both physically and psychologically, when it is in an "available" status and shall procure that its employees, workers, contractors, agents and representatives shall do the same. The Independent Courier shall promptly notify the Company in writing of any accident, difficulty or incident which occurs when carrying out a Delivery of Goods, such notification to include the circumstances of the accident, difficulty or incident. Informing the Company of the accident, difficulty or incident shall not give rise to any liability on the part of the Company. In respect of the foregoing, the Independent Courier acknowledges and agrees that at all times it is solely liable for its acts or omissions with regard to Users and third parties, including the Recipient of the Delivery of Goods.

The Independent Courier shall inform the Company if it or any of its employees, workers, contractors, agents and representatives no longer fulfils one or more conditions required to carry out Deliveries of Goods, e.g. in the case of suspension/withdrawal of one or more of the documents mentioned in the GCU or these SC, within a period of twenty-four (24) hours after occurrence of the event. The Company reserves the right to suspend the Independent Courier’s access to the Services until the position is remedied. Any suspension, termination or withdrawal of the Service due exclusively to the fault of the Independent Courier, such as driving a vehicle while under the influence of alcohol, offences under the Highway Code, transportation of a User for a valuable consideration, breach by the Independent Courier of its confidentiality undertaking set out in Article 13 of the GCU, and/or breach of any other condition of the GCU shall not entitle the Independent Courier to any compensation.

The Independent Courier agrees that it shall, and shall procure that its employees, workers, contractors, agents and representatives shall, act in good faith and will not commit any fraud or dishonesty against the Company or any User. The Independent Courier will ensure that it uses the Application in the manner described in the GCU and these SC and will not take any steps to circumvent the Company’s processes or to influence the CPS other than as envisaged in the GCU and any other operating standards that may be communicated to the Independent Courier from time to time. Any breach of the foregoing shall entitle the Company to terminate the Independent Courier’s Account, without prejudice to any damages that the Company may also be entitled to claim on this ground.

11. Personal data

The Independent Courier shall respect the privacy of the Users and, where applicable, third parties such as the Recipient. The Independent Courier shall, and shall procure that its employees, workers, contractors, agents and representatives shall, comply with all applicable laws and with the Privacy Charter in respect of any personal data it processes for the purposes of carrying out the Deliveries of Goods.

12. Insurance

The Company's network of Independent Couriers is a high quality network which requires that the Independent Courier holds either Professional Civil Liability insurance, protecting it as a minimum, in terms of guarantees and limits, from the pecuniary consequences incumbent upon it owing to bodily injury (to the level of $9,100,000/claim), material damage (to the level of $1,000,000/claim), including damages to the goods entrusted (to the level of $5,000/claim), and consequential loss (to the level of $250,000/claim), caused to third parties in exercising its activity of "independent courier service provider".

By default and in its capacity as agent acting on behalf of the Independent Couriers, the Company has negotiated a framework agreement with Axa France IARD SA via Marsh SAS, and to finance this insurance has the option to deduct 0.77% of the Price plus any VAT and insurance premium tax from each Delivery of Goods.

If it wishes, the Independent Courier may take out this insurance with another insurer, subject to presenting the Company with an equivalent certificate of insurance, at the time of execution of the GCU, in which case the Company shall not deduct the above amount.

The Independent Courier, considered under the general terms and conditions of Axa France IARD as independent courier service provider covered by the insurance policy, must designate the private individual having the legal status of small business owner or self-employed responsible for directly executing the Delivery of Goods on behalf of Users, or the corporate entity holding the legal status of self-employed or micro-enterprise, insofar as the number of employee Independent Couriers of the said corporate entity is less than or equal to five (5).

If the independent courier service provider does not meet the above criteria (and notably if the number of employee Independent Couriers of the corporate entity is greater than five (5)), it must present an insurance certificate to the Company, the conditions of which it has negotiated itself.

Any declaration of loss in the execution of a Delivery of Goods must be sent promptly by the Independent Courier and via the Application to the Company.

In the event where the Independent Courier does not benefit from the Company's insurance, it must alert its own insurance company promptly in order to enable compensation of the User. It must notably inform the Company, regularly or on request of the company and/or the User, of the state of progress of the claim by its own insurance.

In the event where the Independent Courier benefits from the Company's insurance, then it will be down to it only, once it learns of the claim, to notify the Company via the Application, and the Company shall then be responsible for the procedures relating to the implementation of the Insurance.

III. Collection mandate

The Company puts Users in contact with the Independent Courier by giving them access to the Company's Application. The Independent Courier, acting always as principal, gives mandate to the Company, acting as agent, which it hereby accepts, to collect in its name and on its behalf, via its banking service provider, the sums due for the Deliveries of Goods undertaken by the Independent Courier for the User.

The Price due from the User to the Independent Courier for the Delivery of Goods shall be paid to a bank account, from which the Company may directly deduct its Commission pursuant to Article 6 of the SC, any interest which accrues, and any amount payable for insurance.

The sums due to the Independent Courier (less any Commission payable) shall be paid into bank account specified by the Independent Courier, weekly from the last payment (and notification of the bank account for the first payment) after settlement of accounts.

The Independent Courier expressly authorises the Company to withhold, where applicable, the payment of sums due to it as provided for in these GCU. The Independent Courier expressly authorises the Company to deduct from the sums withheld and, if necessary, from the other sums due from the User to the Independent Courier, any sums due under these GCU. In particular, the Company may deduct any monies owed by the Independent Courier to the Company from any payments to be made by the Company to the Independent Courier pursuant to these GCU.

IV. Billing mandate

The Company puts Users in contact with the Independent Courier by giving them access to the Company's Application. The Independent Courier, acting always as principal, confers on the Company, acting as agent, with respect for the applicable economic and tax rules, the task of preparing the Independent Courier's invoices.

The Independent Courier expressly authorises and instructs the Company, which hereby accepts, to prepare in its name and on its behalf original invoices (initial and/or corrective) relating to the Deliveries of Goods to the Users, in compliance with all applicable legislation, relying solely on any VAT information provided by the Independent Courier.

The Company shall be responsible for sending the said invoices to the Users.

The Company, acting as agent, shall prepare the invoices for Deliveries of Goods in compliance with the information given by the Independent Courier, in the name and on behalf of the Independent Courier (acting as principal).

The Company shall ensure that, provided the Independent Courier has furnished the Company with all relevant information, the original invoices the Company produces in the name and on behalf of the Independent Courier are in the same form as if they had been issued by the Independent Courier itself, particularly in relation to the mandatory details required by the applicable legislation.

The Company shall also ensure that the original invoices it produces bear the wording "Invoice issued by [name of Independent Courier]".

The Parties agree that the invoices produced within the framework of these GCU do not need to be formally authenticated by the Independent Courier.

The Company shall make a report available to the Independent Courier in the Application indicating:

The number of Deliveries of Goods made by the Independent Courier;
The total amount of the sums corresponding to the Deliveries of Goods; and

If the Independent Courier has any concerns relating to the report above, it may request further information and copy invoices from the Company. The Company shall produce a corrective invoice, if appropriate, or a credit note (as appropriate).

V. Taxation

The Independent Courier retains full liability for its legal and tax obligations in matters of billing for the original invoices prepared in its name and on its behalf by the Company pursuant to these GCU, particularly in relation to its VAT obligations and taxes on income.

The Independent Courier must ensure that its billing information and VAT status is up-to-date, complete and correct at all times. The Company has no responsibility to advise the Independent Courier of any VAT obligations.

The Independent Courier shall declare its income generated for Deliveries of Goods to the tax authorities and shall file all relevant tax and VAT returns, and accounts for all VAT due on the service of Delivery of Goods.

The Company shall not be liable for breaches of the Independent Courier's VAT or tax obligations, and shall have no joint and several liability for payment of any VAT, penalties or fines owed by the Independent Courier.

All amounts of Commission payable by the Independent Courier to the Company for the Services shall be treated as exclusive of VAT. The Independent Courier shall provide to the Company details of its VAT status (including confirmation of whether or not it is registered for VAT and, if it is VAT registered, details of its registration (including its VAT registration number)). The Independent Courier shall notify the Company as soon as possible if its VAT status changes or if the details of its VAT registration have changed.

Any Independent Courier that is registered for VAT purposes in the United States (or is liable to be registered):

represents and warrants to the Company that its permanent address, and the place where it usually resides, is in the United States and that it does not have a place of business or fixed establishment outside the United States;
authorises the Company to (a) prepare VAT invoices to Users for the Delivery of Goods on its behalf (with the Independent Courier as the principal), and (b) collect any sums in respect of VAT payable by the Users on the Price paid for Delivery of Goods;
shall be solely responsible for accounting for VAT on the amounts paid by the User for the Delivery of Goods and the Independent Courier shall indemnify the Company and keep the Company indemnified against any claims from a tax authority for any VAT (including any related penalties, surcharges, fines or interest) chargeable on the Price payable by the Users for the Delivery of Goods; and
accepts and acknowledges that the Company shall not be responsible for any incorrectly charged VAT, or any related penalties, surcharges, fines or interest, that arises as a result of or in connection with the failure by the Independent Courier to provide correct and up to date information about its VAT status to the Company.

Any Independent Courier that is not registered for VAT purposes shall notify the Company immediately on becoming liable to register for VAT or on electing to register for VAT and the Company shall not be responsible for any VAT consequences of the Independent Courier resulting from any failure of the Independent Courier to inform the Company of its change in VAT status. Self-billing agreement on "incentives" for VAT-registered Independent Couriers The Company and any Independent Courier that is VAT-registered agree that any VAT invoices produced by the Company (on behalf of the Independent Courier) in respect of any Rewards payable by the Company to the Independent Courier (as a reward for the Commission which the Company has earned from the Independent Courier's services to the Users) shall be subject to the VAT "self-billing procedure".

For this purpose, the Company and the Independent Courier agree that the terms of the self-billing agreement are as follows:

The Company's VAT number is 46-0985060.
The Independent Courier's VAT number is as notified to the Company in accordance with the terms of these GCU.

The self-biller (the Company) agrees:

to issue self-billed invoices for all supplies made to it by the Independent Courier (the supplier) until the Independent Courier notifies the Company otherwise in writing;

to complete self-billed invoices showing the Independent Courier's name, address and VAT registration number, together with all the other details which constitute a full VAT invoice;
to make a new self-billing agreement in the event that the Independent Courier notifies the Company that its VAT registration number changes; and
to inform the Independent Courier if the issue of self-billed invoices will be outsourced to a third party.

The self-billee (the Independent Courier) agrees:

to accept invoices raised by the self-biller (the Company) on its behalf until the Independent Courier notifies the Company otherwise in writing;
not to raise sales invoices for the transactions covered by this self-billing agreement; and
to notify the Company immediately if it:
changes its VAT registration number;
ceases to be VAT-registered; or
sells its business, or part of its business.

Annex 1: Privacy Charter

Definitions

Capitalised terms used in this Privacy Charter have the meaning given to them in the GCU. In addition, the following terms shall have the meanings set out below:

Data Controller, Data Processor, Data Subject, Personal Data, Personal Data Breach, Process/Processed/Processing, Special Categories of Personal Data and Supervisory Authority shall have the same meaning as in the Data Protection Laws;
Data Protection Laws means the General Data Protection Regulation (EU) 2016/679 (GDPR) (together with laws implementing or supplementing the GDPR, in each case as amended and superseded from time to time), and/or all applicable laws, rules, regulations, regulatory guidance, regulatory requirements from time to time, in each case in each jurisdiction where the Services are delivered;
Relevant Data Processor means the Company or any Independent Courier (as appropriate) acting as a Data Processor in connection with Personal Data supplied by the User as Data Controller in connection with the Services pursuant to the GCU; and
Third Country means any country which is not a Member State of the European Union.

Privacy Charter

This Privacy Charter sets out the details required by Article 28(3) GDPR. The subject matter and duration of the Processing, the nature and purpose of the Processing, the type of Personal Data and categories of Data Subject as required by Article 28(3) of the GDPR or equivalent provisions of any Data Protection Laws, relating to the GCU are set out in the Appendix below.

The User will provide the Company with the Personal Data that is necessary to facilitate delivery of the Services and any relevant Delivery of Goods. The Independent Courier will have access to this Personal Data through the Application. The Company and the Independent Courier will process this Personal Data solely in connection with the Services and the Deliveries of Goods, including without limitation creating online reservations, giving effect to the delivery and issuing appropriate invoices.

The parties reserve the right to amend this Privacy Charter at any time during the term of the GCU by written notice from time to time as the parties reasonably consider necessary to comply with any legal requirement or guidance from a Supervisory Authority, or if required to take account of any changes to the Processing of Personal Data pursuant to the GCU.

For the avoidance of doubt, in circumstances where the Company holds Personal Data in the capacity of a Data Controller, the terms of the Company’s Privacy Policy (which is available on the Company’s website) shall apply.

Agreed terms

When acting as a Relevant Data Processor in relation to Personal Data provided by the User acting as a Data Controller, the Company or any Independent Courier (as appropriate) shall:

not Process the Personal Data or disclose Personal Data other than in accordance with the User's documented instructions (whether in the GCU or otherwise) unless required by EU or Member State law to which the Relevant Data Processor is subject, in which case, the Relevant Data Processor shall to the extent permitted by such law inform the User of that legal requirement before the relevant Processing of that Personal Data;
implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk and shall take all measures required pursuant to Article 32 GDPR in relation to the Processing of Personal Data, taking account of the risks that are presented by Processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise Processed;
take reasonable steps to ensure the reliability of persons authorised to Process the Personal Data and ensure that such individuals have committed themselves to obligations of confidentiality;
promptly notify the User if it receives any communication from a Data Subject or Supervisory Authority under any Data Protection Laws in respect of the Personal Data, including requests by a Data Subject to exercise rights in Chapter III of GDPR and assist the User in the User's obligation to respond to these communications, provided that the User shall reimburse the Relevant Data Processor in full for all costs reasonably and properly incurred by the Relevant Data Processor performing its obligations under this Article 1.4 (including internal costs and third party costs including legal fees);
notify the User without undue delay and in any case no later than forty-eight (48) hours, upon becoming aware of or reasonably suspecting a Personal Data Breach providing the User with information (as and when available) which allows the User to meet any obligations to report a Personal Data Breach under the Data Protection Laws and provide reasonable assistance to the User in relation to any Personal Data Breach. To the extent that a Personal Data Breach does not result from a breach by the Relevant Data Processor of its obligation in the GCU, the User shall reimburse the Relevant Data Processor in full for all costs reasonably and properly incurred by the Relevant Data Processor performing its obligations under this Article 1.5 (including internal costs and third party costs including legal fees);
make available to the User on request all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and allow for and contribute to audits, including inspections, by an auditor mandated by the User. In relation to the Processing of the Personal Data by the Relevant Data Processor. The User shall give the Relevant Data Processor reasonable notice of any audit or inspection to be conducted and shall make (and ensure that each of its mandated auditors makes) reasonable endeavours to avoid causing any damage, injury or disruption to the Relevant Data Processor’s premises, equipment, personnel and business while its personnel are on those premises in the course of such an audit or inspection. The Relevant Data Processor need not give access to its premises for the purposes of such an audit or inspection: (i) to any individual unless he or she produces reasonable evidence of identity and authority; (ii) outside normal business hours at those premises, unless the audit or inspection is required to be carried out on an emergency basis by a Supervisory Authority; or (iii) for the purposes of more than one audit or inspection in any calendar year, except for any additional audits or inspections which the User is required or requested to carry out by Data Protection Laws, a Supervisory Authority or any similar regulatory authority responsible for the enforcement of Data Protection Laws. The User shall reimburse the Relevant Data Processor in full for all costs reasonably and properly incurred by the Relevant Data Processor performing its obligations under this Article 1.6 (including internal costs and third party costs including legal fees);
provide reasonable assistance to the User in ensuring compliance with the obligations pursuant to Articles 35 and 36 of the GDPR taking into account the nature of Processing and the information available to the Relevant Data Processor, provided that in each case the User shall reimburse the Relevant Data Processor in full for all costs reasonably and properly incurred by the Relevant Data Processor performing its obligations under this Article 1.7 (including internal costs and third party costs including legal fees); and/or
at the choice of the User, delete or return all the Personal Data to the User as soon as reasonably practicable and in any event within ninety (90) days, upon termination or expiry of this Agreement (or, if sooner, the service to which it relates). If the User does not inform the Relevant Data Processor of its choice to require the return or deletion of such Personal Data within ninety (90) days of the termination or expiry of the Agreement, or if sooner, the service to which it relates, then the User shall be deemed to have chosen the deletion of the User Personal Data. the Relevant Data Processor may retain User Personal Data to the extent required by EU or Member State law and always provided that such Personal Data is only retained for as long as is necessary to comply with that requirement.

The User authorises the Relevant Data Processor to appoint sub-contractors to Process the Personal Data (sub-processors) subject always to the Relevant Data Processor meeting the conditions set out in Article 28(2) and (4) of the GDPR.

The parties acknowledge that in providing the services under this Agreement, the Relevant Data Processor may transfer Personal Data to a sub-processor (as importer) located in a Third Country (International Transfers). The User consents to such International Transfer, where either (i) the data recipient or the country in which it operates has been determined by the European Commission to ensure an adequate level of protection for the rights and freedoms of Data Subjects in relation to their Personal Data; or (ii) the Relevant Data Processor has entered into Standard Contractual Clauses (Processors) (as laid down in the Commission Decision 2010/87 EU of 5 February 2010 (or any subsequent version which replaces these) (Standard Contractual Clauses)), under which the User (as exporter) will have direct contractual rights of enforcement against the sub-processor (as importer). The User hereby appoints the Relevant Data Processor to act as attorney on its behalf to enter into Standard Contractual Clauses as necessary to facilitate these arrangements.

The User represents, undertakes and warrants that all Personal Data Processed by the Relevant Data Processor has been and shall be collected and Processed by the User in accordance with Data Protection Laws and without limitation to the foregoing, the User shall take all steps necessary, including without limitation providing appropriate fair collection notices and ensuring that there is a lawful basis for the Relevant Data Processor to Process the Personal Data, to ensure that the Processing of the Personal Data by the Relevant Data Processor in accordance with this Agreement is in accordance with Data Protection Laws.

Appendix: Details of Processing Activities

Types of Data Subject whose Personal Data is Processed	Depending on the request of the User, the Relevant Data Processor will process the Personal Data of: The User; Employees of the User; and/or The Recipient
Types of personal data processed	The types of Personal Data will be limited to those which are necessary for the Services and/or Deliveries of Goods. This will include without limitation: User or Recipient name Contact details Collection address Delivery address Any other relevant delivery information Signature (if required)
Special Category Personal Data Processed	N/A
The purpose, nature and subject matter of the Processing	The purpose, nature and subject matter of the Processing of Personal Data by the Relevant Data Processor, under the GCU, are those Processing operations which are necessary to provide the Services and the Deliveries of Goods which are referred to in the GCU
Duration of Processing	The Processing of the Personal Data referred to in this Privacy Charter shall occur throughout the term of the GCU, as requested by the User
Obligations and rights of the Controller	The rights and obligations of the Data Controller are as set out in the GCU and in this Privacy Charter

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