Terms and Conditions of Carriage
‘We’, ‘Us’, ‘Our’ and ‘UKPWW’ means:
UK Postings Limited (trading as UKP Worldwide), a limited liability company incorporated in England and Wales with company number 04089156 and the registered office of which is at Unit 19 Wornal Park, Worminghall, Buckinghamshire HP18 9JX; and
UKP Worldwide Limited, a limited company incorporated in England and Wales with company number (08566334) the registered office of which is also at Unit 19 Wornal Park; and
Mail Right International Inc, a limited company incorporated in Delaware with file number 4862410, which trades from 3390 Rand Road Ste D, South Plainfield NJ 07080-1307
Definitions and interpretation (which apply in these Terms and to the Procedures):
‘Additional Payments’ means any duty, local tax or any other governmental or logistical expense incurred by Us in relation to the provision of the Services to You
‘Agreed Tolerance’ means the amount by which the weight of each Packet may differ from the weight You have specified in the Manifest without causing Us to take any of the steps set out in clauses 8.5 or 8.6
‘API’ means the application programme interface by means of which You are able to interface with Our Portal, as that API may be modified from time to time
‘Barcode’ means a barcode conforming to the accepted barcode symbology standards for Code 128 (International Standard ISO/IEC 15417) and Code 39 (international standard ISO/IEC 16388) including the human readable part.
‘Charges’ means the amount that You must pay to Us for the performance of the Services
‘Collection Fee’ means the amount that We agree with You We will charge You for the collection of Goods or Packets or Consignments from You or from where You direct
‘Consignment’ means a discrete combination of Orders (or one Order or part of an Order) comprised in or forming part of various Manifests which is prepared for shipment to a Delivery Destination and is comprised in a Master Airway Bill
‘Contract Details’ means the [document/web page] forming part of this contract on which are set out Your details and the main terms of the contract between You and Us
‘Customs’ means HMRC or U.S Customs and Border Protection or any other similar or equivalent authority operating in the country in which the Delivery Destination [or the Final Destination] is [or are] situated
‘Delivery Destination’ means the [airport] to which We deliver the Goods, in accordance with the instructions contained in the Manifest
‘Direct Entry Scheme’ means a scheme in a Delivery Destination by which Goods may be cleared through Customs without any separate investigation or declaration, such as the United States Global Direct Entry Scheme
‘End Customer’ means the person or business to whom or which Your Goods are to be delivered
‘Final Destination’ means the address to which the Final Mile Provider is to deliver the Goods as specified in the Manifest
‘Final Mile Provider’ means the person, firm or body which undertakes delivery of the Goods to the End Customer at the Final Destination and which takes responsibility for the Goods once We have delivered them to the Delivery Destination, and they have been cleared through Customs
‘Further Charge(s)’ means any amount that We are entitled to charge You under the provisions of clauses 3, 5, 7, 8 or otherwise and includes any administration fee that we consider reasonable in all the circumstances
‘Goods’ or ‘Packets’ means the items that You deliver to Us and in respect of which We agree to provide the Services (provided that the Goods or Packets conform to all the criteria and conditions set out in these Terms and the Procedures)
‘Loss’ means all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses)
‘Manifest’ means the electronic document which is completed and produced by You or the Merchant and which contains detailed information about the Goods, the Delivery Destination, the End Customer and the Final Destination and which must be submitted to Us in the format and manner We specify.
‘Maximum Permitted Value’ means the maximum value of any Packet to allow it to qualify for the Direct Entry Scheme in the jurisdiction of the Delivery Destination
‘Merchant’ means a retail trader from whom the End Customer has ordered any Goods which comprise an Order or part of an Order
‘Minimum Term’ means the period of 12 calendar months from the date upon which You are accepted as a customer of UKPWW following completion of all necessary forms, and the supply of all necessary information to Us, whether through the Portal or otherwise
‘Order’ means Your request to Us sent in the form of the Manifest to perform the Services in respect of particular Goods or Packets
‘Peak Term’ means the period in each year when Your Predicted Volumes increase due to seasonality (or other reasons) and details of which are set out in the Contract Details
‘Portal’ means Our web/ cloud based processing platform
‘Predicted Volumes’ means the quantity and likely volume and weight of Goods that You tell Us that You will be asking Us to deliver over a particular period of time, details of which are set out in the Contract Details.
‘Procedures’ means the steps and processes set out on Our website (at www.ukpworldwide.com) setting out the process for the provision of the Services and in particular the steps that You must take in order for Us to be able to provide the Services to You
‘Prohibited or Restricted Items’ means any item the transport of which by air is restricted or prohibited by the law of either the country from which the Goods are shipped or the country of the Delivery Destination or the Final Destination, and further (but not necessarily exhaustive) details of which are set out in the Procedures
‘Returns’ means and Goods or Packets that are returned to Us for any reason by the End Customer, or that are returned to Us by the Final Mile Provider as being undeliverable
‘Returns Portal’ means the web-based portal for processing the return of Goods at www.parcelreturn.com or at Your own returns website where You or the End Customer can make a request to return one or more Packets
‘Services’ means the services that We will provide to You, and which are set out in detail in Our Procedures, but which, in summary, include accepting delivery of or collecting the Goods specified in the Manifest from You, arranging for the transport of them to the Delivery Destination, clearing the Goods through Customs and arranging for the Goods to be placed in custody of the Final Mile Provider for delivery to Your End Customer. We will also provide services to You in respect of Returns, as set out in clause 5 and the Procedures
‘Terms’ means these terms and conditions
‘Warsaw Convention’ means (1) the Convention for the Unification of Certain Rules Relating to International Carriage by Air signed at Warsaw on 12 October 1929 or (2) that Convention as amended or supplemented by any protocol or supplementary convention or (3) the Montreal Convention 1999, whichever is applicable
- Offer and acceptance
- Your Order and acceptance of these Terms is an offer by You to purchase the Services from Us.
- We will not have accepted Your offer to purchase the Services until We have started to perform them at which point, a non-cancellable contract to provide the Services will be formed on the terms of Your order and these Terms.
- By asking Us to perform the Services for You, You expressly acknowledge that you have reviewed understood and agreed to these Terms and the Procedures (which are incorporated into these Terms) and accept their application. The current version of the Terms is published on Our website (and they are available via this link: http://ukpworldwide.com/ecommerceterms-and-conditions/) and they and the Procedures and the Contract Details shall be the terms and procedures and details that govern the relationship between You and UKPWW.
- By asking Us to perform the Services, You:
- are warranting and confirming that You are a business, and not a person dealing as a consumer;
- accept that the provision of the Services will be subject to any laws, regulations or other legislation, whether of a primary or secondary nature, which is applicable to the provision of the Services and the import, export or Delivery of the Goods in the jurisdiction of any country from which the Goods are shipped or of any country in which the Delivery Destination or Final Destination is or are situated;
- are warranting that you will follow the Procedures and comply with all applicable restrictions relating to the provision of the Services
- warrant that none of the Packets contains any Prohibited or Restricted Items
- Whilst the fact that a Packet does not contain any Prohibited or Restricted Items may mean that it can properly be exported from its country of origin, it does not necessarily guarantee that it can legally be imported into the jurisdiction of the Delivery Destination, and it is Your responsibility to check the position in the jurisdiction of the Delivery Destination. We shall not be liable for any loss caused to You, Your Merchant or Your End Customer if any such Packet cannot legally be imported.
- If You do not follow the Procedures in all respects, then We shall be entitled to refuse to perform the Services in whole or in part in respect of the Goods or Packets comprised in any non-compliant Order and We shall have no liability to You or any third party for any failure by Us to provide the Services to You in respect of those Goods.
- All Orders and the Goods comprised in them will be subject to security screening which may include the use of x-ray, explosive trace detection and other screening methods. The Goods may be opened held, seized and/or inspected by Us and/or by any Government authority including Customs, transport security administration and other bodies. We shall not be held responsible for any delay or non-delivery resulting from any such opening, holding, seizure or inspection.
- If any Consignment is delayed, destroyed or otherwise not delivered because of any failure by You to follow the Procedures or adhere to the Terms, then We may hold You liable for, and You will indemnify Us in respect of, any Loss suffered by Us or by any other customer of Ours.
- If We discover any irregularities as a result of any inspection mentioned in clause 2 or due to a failure by You to follow Procedures or adhere to Terms as mentioned in clause 2.3, then We will report these to the HMRC Express Industries team or any other appropriate authority (whether situated in England or not) as a voluntary disclosure.
- We are required to hold full and accurate records of all exports and imports for 6 years. These will be held by us on a secure server and may be made available to HMRC or any other border protection or government body for inspection at any time and without reference or notice to You.
- Minor non-compliance with Procedures
- If, in Our discretion (but acting reasonably), We consider that any failure by You to follow the Procedures is minor, then, rather than terminating the relationship between You and UKPWW, We may elect to continue that relationship but charge You Further Charges for each instance of non-compliance.
- You acknowledge that a non-compliance with the Procedures may cause a delay to the delivery of Your Goods to the Delivery Destination, or may mean that they cannot be delivered at all, and that We shall not be held responsible for any such delay or non-delivery.
- You must not supply any Goods to Us that do not comply with all of the restrictions that are set out in the Procedures, or that We do not accept for carriage;
- Each time you complete a Manifest You must accept these Terms and the Procedures and warrant that the Goods do not contain any Prohibited or Restricted Items;
- You must ensure that any Goods that You deliver to Us are properly packed and labelled in accordance with the requirements set out in the Procedures. If the Goods are not properly packed and labelled, We may either:
- reject the Goods for delivery and inform You of this and Your obligation to recover the Goods from Us within a reasonable time which We shall specify (failing which we will dispose of the Goods without liability to You); or, if We are requested by you
- repack and/or relabel the Goods on Your behalf, in which case, We shall be entitled to make a reasonable Further Charge to You for doing so in accordance with clause 7.3
- You must ensure that any Goods that You deliver to Us are accurately described in the Manifest relating to those Goods.
- You must complete and submit the Manifest so that it is in Our possession prior to the time for same day processing of delivered Goods set out in the Contract Details.
- Any Goods or Packets supplied to Us for delivery using the Services must have a value not exceeding the Maximum Permitted Value.
- Any Goods or Packets which exceed the Maximum Permitted Value may be subject to additional local taxation and additional clearance costs. Any such Goods or Packets must be listed on a separate Manifest and You must obtain Our prior agreement before using Our Services to send such Goods or Packets
- You must deal with any Returns in accordance with the Procedures in so far as they relate to Returns.
- You must ensure that Your Merchant and Your End Customer are made aware of, and use the same processes in relation to Returns (and in particular the Returns Portal), and that the processes and procedures for Returns are brought to their attention before they order any goods or items from You.
- If either You, Your Merchant or Your End Customer fails properly to follow the Procedures in so far as they relate to Returns, then this may cause a delay to the return of the Goods to You, or may mean that they cannot be returned to You at all. In those circumstances, We shall not be held responsible for any such delay or non-return. Furthermore, where You, Your Merchant or Your End Customer fails properly to follow the Procedures, We shall be entitled to send You an invoice for Further Charges for that.
- We are only able to provide full reporting in relation to Returns for Goods that We delivered and for which We hold proper export records. If You, Your Merchant or Your End Customer returns Goods to our local returns address and We have not delivered the Goods, then in order for Us to be able to access the full export record so that We can repatriate Goods, You will need to use Our API. We will capture all relevant information that we can using our Returns Portal and We will be entitled to send You an invoice for Further Charges in respect of the processing of any such Goods that We receive.
- We are only able to return Goods to the country from which they were exported.
- All invoices for Further Charges in respect of Returns will be sent to You and be payable by You in accordance with clauses 7.5 and 7.6, and We shall not make any charge in respect of Returns to Your End Customer.
- If any Packet is returned to Us by the Final Mile Provider as being undeliverable, We shall process that Return in accordance with the Procedures in so far as they relate to Returns and shall be entitled to send You an invoice for Further Charges for dealing with that.
- If You wish to use our local returns address for Returns, then We will obtain all the information we can from Our Portal, but You must obtain Our prior consent to do so and must provide Us with written details of Your proposed method of dealing with Returns. If You require any bespoke development to Our Returns Portal, this request must be submitted to Us in writing, and if we believe the work to be feasible We will supply a quote for the additional work required.
- Once the area of the Returns Portal to which You are able to have access has been set up by Us, the operation maintenance and administration of your database in it shall be Your responsibility.
- You agree to indemnify Us in full in respect of any Loss that We may suffer as a result of:
- any breach by You of these Terms;
- any failure by You to follow the Procedures;
- any misleading or incorrect description of any Goods
- the breach of any of the warranties that You give in these Terms or the Procedures.
- You agree to indemnify Us in full in respect of any Loss that We may suffer as a result of:
- Payment and invoicing terms.
- You agree to pay the full amount of any Charges which will be set out in Our invoice to You
- We will send You the invoice in respect of any particular Consignment electronically to the email address that You have supplied to Us/via the Portal, and We will do so at the time that the Goods have been processed by Us
- You agree to pay the full amount of any Further Charges due which will be set out in our invoice sent to You electronically in the way described in clause 2.
- You shall be liable to pay to Us any Additional Payments that We are required to pay to any third party in respect of any Consignment where that additional amount is not included in our Charges. In such circumstances, We shall send you an invoice for that additional amount, and that invoice shall be payable by You on the terms set out in clause 7.5 and 7.6.
- All payments which are due to Us must be made so that We receive the full amount of Our Charges or Further Charges or of any Additional Payment and that You are responsible for any bank or transaction charges, foreign exchange transaction charges or beneficiary or other charges
- All payments are due (unless otherwise agreed with Us in advance) upon presentation of the invoice in the currency shown on the invoice and to the account details of which are shown on the invoice, and if You do not make payment within that time then:
- We shall be entitled to charge You interest on any amounts outstanding at a rate of 8% above the base rate of the Bank of England (both before and after any judgement that We may obtain).
- We shall, in addition to any amounts payable under clause 6.1, be entitled to charge You Further Charges;
- We may suspend the provision of the Services to You in respect of the Consignment in question or any Order or request for the provision of the Services that remain(s) unperformed at that time, and We shall not be liable to You or to any third party in respect of any Loss that You or they may suffer as a consequence;
- We may suspend Your ability to place further Orders via our Portal;
- We may require payment of the Charges in full in advance for any future Order; or
- We may terminate this agreement under the provisions of clause 9.
- Predicted Volumes and weight
- Where You give Us less than 24 hours’ notice of any material change in Your Predicted Volumes, then We shall be entitled to send You an invoice for the Charges that You would have incurred had You placed an Order for the appropriate Predicted Volumes, as a means of recovering Our loss, as We will have already committed to purchasing the cargo space based upon Your Predicted Volumes.
- If You do not place Orders for Your Predicted Volumes (the difference between the actual Orders and Your Predicted Volumes being a ‘Shortfall’) then if We are unable to fill the air cargo space created by the Shortfall (and We agree to use Our reasonable endeavours to do so), then We shall be entitled to send You an invoice for Charges (at the usual rate We have agreed with You) or Further Charges in respect of the Shortfall, as a means of recovering Our loss, as set out in clause 8.1.
- If You do not place Orders for at least 80% of the Predicted Volumes in any rolling three month period, then We shall either
- be entitled to revise the basis upon which the Charges are calculated, and in particular We shall be entitled to reduce or remove any discount that We had previously offered You which was based upon the Predicted Volumes;
- or We may charge You Further Charges; or
- where We reasonably believe that there is a reasonable likelihood of the shortfall referred to in clause 8.3 occurring again, We may terminate the relationship between us immediately.
- If because of any Shortfall You cancel any scheduled collection by Us of Goods or Parcels or Consignments without giving Us at least  hours’ notice, then We shall nonetheless be entitled to charge You the Collection Fee in respect of that collection
- We will check weigh each Packet and if Our results differ by more than the Agreed Tolerance from the weight that You declare for that Packet on the Manifest then We will not proceed with the shipping of that Packet until We have Your authorisation to proceed with the shipping of it at a revised price or weight
- If You do not specify the weight of any Goods or Packet on Your Order, then You will accept Our weight of the Packet that We will communicate to You.
- If there are errors in the Manifest in respect of the weight or number of the Packets comprised in an Order then we will stop processing that Order and tell You the errors. We will not process that Order further until You have submitted a revised and correct Manifest in respect of that Order.
- You acknowledge that errors on the Manifest may cause a delay to the delivery of Your Goods to the Delivery Destination, or may mean that they cannot be delivered at all, and that We shall not be held responsible for any such delay or non-delivery.
- If You place Orders for more than the Predicted Volumes then You must give Us as much notice of that as is reasonably possible and We will use Our reasonable endeavours to make air cargo space available for those Orders and provide the Services in respect of them, but if We are unable to do so, We shall not be liable to You, Your Merchant or Your End Customer in respect of that.
- If You do not follow the Procedures in all respects or if You are in breach of these Terms, then We shall be entitled immediately to terminate the relationship between You and UKPWW. If We do so (and We will send You notice of that termination) then We shall return to You any Goods that You have delivered or had delivered to Us or that We have collected, and You shall be liable immediately to pay any outstanding Charges to Us. We shall be entitled to send You an invoice for Further Charges in respect of the return of those Goods to You.
- You or We may terminate the relationship between us without cause by giving to the other party not less than three months’ written notice, which, in the case of notice given by You, may not expire before the end of the Minimum Term.
- Either party may terminate the relationship between us immediately if:
- the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to these Terms;
- the other party is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or enters into or is placed into any formal insolvency or winding up procedure or commences negotiations with any of its creditors or any event occurs which is analogous to any of the events listed in this sub-clause or if there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010);
- the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
- Our liability to You
- Subject to clause 11 Our liability to You is strictly limited to direct loss and damage only and Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Services shall be limited to £5.00 per Packet or £2,500.00 per Consignment, whichever is the less.
- We shall only have any liability to You to the extent to which any direct loss and damage is caused by our failure to act with reasonable care and skill.
- Any claim for direct loss and damage:
- shall be limited to one claim per Consignment and any payment to You by Us in respect of any such claim shall constitute full and final settlement for all loss or damage in respect of it;
- must be submitted to Us within 14 days of the loss or damage occurring or 21 days of the shipment date, whichever is the later.
- If you regard these limits as insufficient then You must arrange additional insurance cover for the Goods (and any other risks that You consider appropriate), failing which You acknowledge that You are, subject to this clause 10, assuming all risk of loss or damage in respect of any Consignment or Order and the Goods comprised in it.
- Limit of our liability
- Where the Warsaw Convention applies, Our liability shall be governed by that convention
- Subject to clauses 11.1 and 11.3 We shall have no liability to You for any Loss that You may suffer because of any of the following:
- any damage to electrical or electronic equipment comprised in any Order;
- any loss of or damage to data on electrical or electronic equipment comprised in any Order;
- any damage or deterioration to perishable or temperature sensitive Goods;
- any damage caused to any Goods as a result of Your failure to follow any of the Procedures;
- any delay or failure by the Final Mile Provider to deliver any Goods to the correct address or at all;
- any damage to any Goods that occurs after We have placed them in the custody of the Final Mile Provider;
- Your inability to place an Order with Us because of the unavailability of the Portal for whatever reason;
- any failure of any tracking service that We may make available to You;
- the transmission of any personal data that You provide to Us to any country outside the United Kingdom;
- the provision of any data (whether personal data or not) to any person entitled to ask Us for it;
- any report made by Us under clause 2.4, or any screening, inspection or detention of Goods under clause 2.2, or the disclosure of information under clause 2.5;
- Any delay caused by Goods being incorrectly manifested or the seizure of any Goods or their detention by border protection or other authorities as a result of any inaccurate declaration or description.
- Nothing in these Terms shall limit or exclude Our liability for death or personal injury caused by Our negligence or for fraud or fraudulent misrepresentation or for any other liability which We cannot lawfully exclude.
- Force majeure and delay
- If We are unable to start or continue with the provision of the Services in respect of any Goods for a reason beyond Our control, We will not be in breach of Our agreement with You, but We will take all steps that are reasonably practicable in the circumstances to commence or continue with the provision of the Services.
- We will make all reasonable efforts to deliver the Goods in any Order according to Our regular delivery schedules, but these schedules are not binding, and do not form any part of these Terms, and We shall not, therefore, be liable for any loss caused by delays.
- Personal data
- We may be required to provide information about You, any Order or Goods or any End Customer (which information may contain personal data) to Customs, the Final Mile Provider or other governmental or similar bodies and You are deemed to agree to Our compliance with any such request and compliance with it shall not constitute any breach of these Terms by Us.
- Changes to the Terms and Procedures
- We may alter or amend any of these Terms and/or the Procedures. If We do so, We shall give you notice of that in accordance with clause 16 and the revised Terms shall be published on Our website at the address set out in clause 3. Those revised Terms or Procedures shall bind You and the relationship between You and Us in place of the previous version of the Terms or Procedures from the time that the notice is deemed to have been served upon You.
- Assignment and other dealings
- You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of Your rights and obligations under this agreement between You and UKPWW.
- We may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of our rights under this agreement between You and Us.
- Any notice to be served by You or by Us in relation to these Terms or the relationship between us shall be served by email.
- If You are serving a notice on Us, then it must be sent to the following email address: [firstname.lastname@example.org].
- If We are serving a notice on You, then We shall send it to the email address that You provided when You became a customer.
- Any notices served shall be deemed to be delivered 24 hours after the message was sent to the correct email address, provided that no notice of non-delivery has been received by the sender, and the sender has received a delivery receipt
- No partnership or agency
- Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other.
- Each party confirms it is acting on its own behalf and not for the benefit of any other person.
- Entire Agreement
- These Terms, the Contract Details and the Procedures constitute the entire agreement between You and Us and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
- Third Party Rights
- No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
- No failure or delay by either party to exercise any right or remedy provided under this agreement 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.
- If any provision or part-provision of these Terms 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 clause shall not affect the validity and enforceability of the rest of this agreement.
- Jurisdiction and proceedings
These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).