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MAILBOX PIGEON TERMS AND CONDITIONS
- Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the words and phrases shown in Part A of the Schedule will have the meanings given to them in the Schedule Words and phrases applied when you apply for our service on line will have the meanings attached to them in your application.
1.2 Unless the context otherwise requires, the rules of interpretation shown in Part B of the Schedule will apply.
- Our Obligations
2.1 From the Start Date and for the Term, we will provide the Service to you.
2.2 We will provide the Service to a good standard and in accordance with these Terms and Conditions.
2.3 As long as they are consistent with these Terms and Conditions, we will act in accordance with all your reasonable instructions but we have the right to make extra (reasonable) charges for any services we supply which are not part of our standard packages.
2.4 We will ensure that we comply with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Service.
2.5 We will not accept any mail:
2.5.1 where insufficient postage charges have been paid;
2.5.2 which (in our sole and reasonable opinion) does not comply with these Terms and Conditions;
2.5.3 where you owe us any money;
2.5.4 where the volume or size of the Items received is unreasonably large;
2.5.5 which is addressed “care of” your name or is, otherwise, not addressed specifically to your name;
2.5.6 which require “cash on delivery” or any other payment;
2.5.7 for any other reason we, in our absolute discretion, decide.
2.6 We will, unless you tell us in writing otherwise, replace any Item we have scanned and forwarded to you in your Mailbox and not forward it to you.
2.7 We may permit any person who has the key to your Mailbox to remove all or any of the contents thereof.
2.8 We will open Items only upon your written request to do so, unless you subscribe to our Scan and Forward Service, in which case you authorise us to open and scan all Items on your behalf.
- Your Obligations
3.1 You warrant and agree that:
3.1.1 if you are an individual, you are over the age of 18 years;
3.1.2 if you are a limited company, partnership, charity or other institution, whether or not incorporated, you have the legal power to make this Agreement and that the signatory has full power to bind you to these Terms and Conditions;
3.1.3 any Items we store on your behalf as part of the Service do not contain any of the following items:
Animals, reptiles, insects or any other living matter
Drugs of any nature, whether properly prescribed or not
Firearms and/or weapons of any nature (whether real or non-working replicas)
Any other material the holding of which would constitute a criminal offence;
3.1.4 your use of the Service will not in any way be or become for illegal or anti-social purposes;
3.1.5 you will not (without our prior written agreement) use the Service to receive mass mailings of any nature or any parcels or packages of any nature which will not reasonably fit inside any mailbox you have hired from us as part of the Service;
3.1.6 you will observe all and any reasonable regulations we apply to access to our premises;
3.1.7 we may sign (on your behalf) for all and any articles delivered on your behalf to our premises;
3.1.8 if we have agreed to act as the registered office of your limited company, you will, at all times, comply with the requirements of all legislation, now or in the future, which regulates registered offices.
3.2 Any delay in the provision of the Service which results from your failure or delay to comply with any of the provisions of this Clause 3 will not be our responsibility or fault.
3.3 If you use the Service in connection with any promotional campaign which mentions our address (including brochures, directories, mailshots and the like) you must pay all fees associated with the Service for the entire period of such campaign and we have the right to invoice you accordingly.
3.4 You will, at all times, keep the key to the Mailbox safe and secure and, in the event of its loss, theft or destruction, we may agree to replace the entire lock or just the key and you will pay the Lock Replacement Fee or the Key Replacement Fee as appropriate. If you fail to return the key to us at the end of the Term or on demand, we may retain the Key Deposit.
3.5 You will not make or obtain a duplicate of any key we provide nor remove or copy any tag attached to such key.
- Fees, Payment and Records
4.1 You will pay the Fee in advance.
4.2 We may invoice you any Forwarding Fees which you incur as part of the Service.
4.3 If we agree to hold any of the Items described in Clause 3.1.5 we may charge the Additional Fee from the date of receipt of such Item until you collect it.
4.4 If, under these Terms and Conditions, we are permitted to invoice you for the Service or any part of it, you will pay that invoice within 14 days of receiving it.
4.5 You will pay us all sums we are due in pounds sterling to the bank we nominate from time to time and without any deduction or set off.
4.6 Without prejudice to Clause 5.3.1, if you do not pay us money we are owed by the due date, we may charge you interest at a rate 6% per annum above the base rate from time to time of Barclays Bank PLC from the due date until the date you actually pay (whether that is before or after any judgment).
- Retention or Destruction of Items
5.1 Whilst the Agreement is in force and you are complying with these Terms and Conditions, we will retain all Items delivered to us within our premises and as safely as we reasonably can but you accept and agree that we do not offer security for any Items we store above that which is normal for a retail shop.
5.2 You warrant and agree that, at all times, when any Item delivered to you is in our possession under the terms of the Agreement you will fully and effectively insure that Item against all and any loss, damage or destruction whilst in our possession.
5.3 You agree that, if we give notice terminating the Agreement under the provisions of Clause 9.2 and, after such termination, any of your Items are still in our possession, the provisions of Clause 5.4 will take effect.
5.4.1 We may (at our sole option) return, sell, destroy or otherwise dispose of all Items in our possession without any liability on our part, or having in any way to account to or to disclose to you what has happened to such Items.
5.4.2 You will indemnify us and keep us indemnified from and against all and any liability of any nature which arises as a result of actions taken under Clause 5.4.1.
5.4.3 By this Clause 5.4.3 you grant us power of attorney to carry out the actions described in Clause 5.4.1, to pass good title to any buyer of any Item and to issue a valid receipt for any money which arises on a sale of any Item.
5.4.4 If we sell any Item we will send to you by cheque, to your last known address, the balance of the sale price, after deducting the amount you owe us and our reasonable charges for storing such Item and for arranging its sale.
- Liability, Indemnity and Insurance
6.1 Unless you advise us of the actual value of any Item and we agree (in writing) that an Item of that value may be stored in our facility, our total liability for any loss or damage caused as a result of our negligence or breach of the Agreement shall be limited to the maximum sum of £5.00 per Item.
6.2 We shall not be liable for any loss or damage you suffer if you fail to follow any instructions we give you.
6.3 Nothing in these Terms and Conditions or in the Agreement shall limit or exclude liability for death or personal injury.
6.4 Subject to Clause 6.1, we will indemnify you against any costs, liability, damages, loss, claims or proceedings arising out of our breach of the Agreement.
6.5 You will indemnify us against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by us) caused by you or your agents or employees or in relation to any Item which is sent to you and received by us on your behalf, whether as part of the Service or not.
7.1 We shall undertake that, except as provided by Clause 7.2 or as authorised in writing by you, we shall, at all times during the continuance of the Agreement after its termination:
7.1.1 keep confidential all Confidential Information;
7.1.2 not disclose any Confidential Information to any other party;
7.1.3 not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement;
7.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
7.1.5 ensure that none of our directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by us, would be a breach of the provisions of Clauses 7.1.1 to 7.1.4 of the Agreement.
7.2 We may:
7.2.1 disclose any Confidential Information to:
126.96.36.199 any sub-contractor we employ to help us provide the Service;
188.8.131.52 any governmental or other authority or regulatory body; or
184.108.40.206 any of our employees or officers,
to such extent only as is necessary for the purposes contemplated by the Agreement (including, but not limited to, the provision of the Service), or as required by law. In each case we shall first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 220.127.116.11 or any employee or officer of any such body) obtaining and submitting a written confidentiality undertaking from the party in question, as nearly as practicable, in the terms of this Clause 7; and
7.2.2 use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Agreement, or at any time after that date becomes, public knowledge through no fault of ours. In making such use or disclosure, we will not disclose any part of the Confidential Information that is not public knowledge.
7.3 The provisions of this Clause 7 shall continue in force in accordance with their terms, notwithstanding the termination of the Agreement for any reason.
- Force Majeure
No Party to the Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
- Term and Termination
9.1 The Agreement shall come into force on the agreed Start Date and shall continue for the Term, subject to the following provisions.
9.2 Either Party may immediately terminate the Agreement by giving written notice to the other Party if:
9.2.1 any sum owing to that Party by the other Party under any of the provisions of the Agreement is not paid within 28 days of the due date for payment;
9.2.2 the other Party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 7 days after being given written notice giving full particulars of the breach and requiring it to be remedied;
9.2.3 an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
9.2.4 the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
9.2.5 the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or reconstruction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Agreement);
9.2.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party; or
9.2.7 the other Party ceases, or threatens to cease, to carry on business.
9.3 For the purposes of Clause 9.2.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
9.4 The right to terminate the Agreement shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
- Effects of Termination
Upon the termination of the Agreement for any reason:
10.1 any sum owing by either Party to the other under any of the provisions of the Agreement shall become immediately due and payable;
10.2 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement shall remain in full force and effect;
10.3 termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Agreement which existed at or before the date of termination;
10.4 subject as provided in Clause 7 and except in respect of any accrued rights neither Party shall be under any further obligation to the other;
10.5 each Party shall (except to the extent referred to in Clause 7 of these Terms and Conditions) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information; and
10.6 you will, on or before the end of the Term, remove all Items which are in our custody and we will not accept any further Items which are delivered to us.
- No Waiver
No failure or delay by either Party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
- Assignment and Sub-Contracting
12.1 Subject to Clause 12.2, the Agreement shall be personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-license or otherwise delegate any of its rights thereunder, or sub-contract or otherwise delegate any of its obligations thereunder without the written consent of the other Party, such consent not to be unreasonably withheld.
12.2 We may perform any of our obligations through any other member of our group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor shall, for the purposes of the Agreement, be deemed to be our act or omission.
- Relationship of the Parties
Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Agreement.
- Third Party Rights
No part of the Agreement shall confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.
15.1 All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
15.2 Notices shall be deemed to have been duly given:
15.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
15.2.2 when sent, if transmitted by e-mail and a return receipt is generated; or
15.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
15.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.
In each case notices shall be addressed to the most recent address or e-mail address notified to the other Party.
- Entire Agreement
16.1 The Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
16.2 Each Party shall acknowledge that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
In the event that one or more of the provisions of the Agreement and/or of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Agreement and/or these Terms and Conditions. The remainder of the Agreement and/or these Terms and Conditions shall be valid and enforceable.
- Law and Jurisdiction
The Agreement and these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales and shall fall within the jurisdiction of the courts of England and Wales.
|Agreement||means the Agreement between us which is created online and these Terms and Conditions;|
|Confidential Information||means any information which is contained within any Item and the Item itself;|
|Fee||means the Fee mentioned at the head of the Agreement and all sums due to us from you under the Agreement;|
|Items||means all any Items which we receive on your behalf as part of the Service; and|
|Mailbox||means the physical mailbox which is placed within our premises and is intended to store Items we receive on your behalf.|
- In the Agreement, references to:
1.1 “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
1.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.3 “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time;
1.4 a Clause is a reference to a clause of these Terms and Conditions or to a clause of the Agreement, as appropriate;
1.6 “Schedule” means this schedule; and
1.5 a “Party” or the “Parties” refer to the parties to the Agreement.
- The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.