Legal Stuff.
Last updated: 28th February, 2022
Terms of Service
This page (together with the documents referred to in it) tells you the terms (the “Terms”) which apply when a Carryr Account (“Account”) is created by a retailer and thereafter is referred to as a “Retail Partner” (“you”, “your” and “yours”). These Terms also apply to the customers of the Retail Partner who have opted to participate in our Service (the “Consumer”) and the independent courier(s) providing their courier services as part of the Service (the “Fleet Partner”).
Please read these Terms carefully before creating an Account. If you have any questions relating to these Terms please contact us beforehand.
By setting up an Account, you confirm that you accept these Terms.
1. Introduction
1.1. About Us
Carryr (“we”, “us” and “our”) is a trading name of Carryr Technologies Limited, a company incorporated and registered in England and Wales, whose registered office is at 27 Old Gloucester Street, London, WC1N 3AX, United Kingdom. Our Company registration number is 10785459. Our VAT number is 274 0483 04. You may contact us at [email protected].
1.2. Our Purpose
Our objective is to provide our Retail Partners with Websites, Applications and API’s (our “Service”) to be able to offer a fast and convenient end-to-end delivery experience to Consumers.
Once a Consumer has opted in to our Service, the delivery of the order will then be fulfilled by our Fleet Partner (also our Service).
1.3. These Terms (including any separate Retail Partnership Agreements)
These Terms, our Cookies Policy and our Privacy Policy tell you how we provide and how you may use our Service. Any new features, products, tools or services which are added to the current Service shall be also subject to these Terms.
We may, in our sole discretion, make changes to the Service, these Terms, the Fees, our Privacy Policy or our Cookies Policy. If we do, we shall notify you by email to the email address you have used to create an Account with. By continuing to use the Service after we notify you, you agree to the changes stated within such notice.
This agreement shall commence on the effective date in which the Account was created and shall remain in effect until terminated (“Account Closure”).
You acknowledge and agree that in accordance with section 28 of the Consumer Contracts Regulations 2013, the cooling-off period does not apply for contracts for the transportation of goods, and therefore to our Service.
An electronic contract of an undefined duration, relating to the licence to use the Applications, Websites and our Service, is entered into between you and us upon acceptance of these Terms by you.
2. Accounts
This section applies to Retail Partners, Fleet Partners, Consumers and any third-party that requires an account with us.
2.1. Account Terms
If you want to use or participate in our Service, you must first create an Account by providing your full legal name, phone number, a valid email address, and any other information indicated as required (including but limited to addresses).
To create an Account, you must be 18 or older and have the power to enter into a binding contract.
We may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.
A breach or violation of any term in these Terms, as determined in the sole discretion of us, will result in an immediate suspension or termination of your Account and therefore the Service.
2.2. Account Activation
The person signing up for the Service will be the contracting party for the purposes of our Terms and will be the person who is authorised to use any corresponding account we may provide to the Account Owner in connection with the Service.
If you are signing up for the Service on behalf of your employer, your employer shall be the Account Owner. If you are signing up for the Service on behalf of your employer, then you represent and warrant that you have the authority to bind your employer to our Terms.
The Account Owner shall keep their Account details confidential and not communicate it to any third party.
In the event of loss, theft or any fraudulent act or forgotten Account details, the Account Owner shall notify us promptly via email and shall provide such evidence of their identity as may be required.
We shall review the request promptly upon receipt and may, as a security measure, suspend access to the Account and Service with the Account Owner’s Account details. We shall process the Account Owner’s request promptly and shall send them new Account details by return.
2.3. Account Closure.
Your Account can be closed at any time and for any reason. To close your Account, please email us. When you ask us to close your Account, we will put it in a suspended state for 30 days just in case you change your mind. After that 30-day period, your Account will be closed. Logging back in during that 30-day period will reactivate your Account.
When your Account is closed (whether by you or us), your right to use the Account to access our Service stops immediately. After the 30-day cancellation period, your Account will be permanently deleted and we will disassociate any data associated with you and your Account (unless we are required by law to keep it, return it, or transfer it to you or a third party identified by you).
If at the date of termination of your Account, there are any outstanding Fees owing by you or Fleet Partner Fees owing by us, you will receive one final invoice via email. Once that invoice has been paid or paid out in full, account balances will be settled.
3. Payment of Fees
3.1. Payment Terms
In consideration of our provision of the Service, you shall pay to us all fees and charges set out or referred to in Section 4 and any separate Retailer Partnership Agreement (collectively the “Fees”).
Fees for using the Services are subject to change upon 30 days’ notice from us. Such notice shall be communicated with you via email.
At the end of each week, invoices will be issued and payment will be taken from your preferred method of payment.
All Fees listed in your Retailer Partnership Agreement are exclusive of any taxes. You are responsible for all applicable taxes that arise from or as a result of your use of our Service. These Taxes are based on the rates applicable to the billing address you provide to us. Such amounts are in addition to the Fees for our Service and will be deducted upon payment.
If you change tax jurisdictions you must promptly update your location in the administration site associated with your Account (the “Retailer Dashboard”).
Any returned charges will incur a £20.00 fee to cover banking and administrative costs.
Our Fees are charged in Pounds Sterling (GBP) only.
3.2. Method Of Payment
By providing any credit card or other payment card information to us (“Payment Method”), you represent that such payment information is correct and belongs to you or you have the authority to use such payment card.
You agree that you will keep your billing information current via the administration site associated with your Account, including promptly updating your billing details with an alternative payment card in the event that your credit or debit card is lost, stolen or expired.
When you create an Account and add a method of payment, you authorise and instruct us to take payment for the Fees, from your credit/debit card, according to the usage of our Service.
3.3. Payment Processing
Payment instructions will be processed by our third-party payment provider, Stripe, whose terms of service and privacy policy will apply to that processing.
4. Our Fees
You agree to pay the following Fees attatched to our Service:
4.1. Request Fees
You agree to the following Fee Schedule for each Delivery and Return processed and completed by us and the respective Fleet Partner (“Requests”). Each Request Fee will be deducted from your Account upon completion from the Fleet Partner.
4.1.1. Fee Schedule
5. Delivery and Return Requests
We reserve the right in our sole discretion to reject any Requests of an Order placed with you. We may do this, for example, if we suspect that any information relating to the Request or the goods or products that have been requested to be collected using the Service are not in accordance with these Terms.
5.1. Availability
5.1.1. Service Areas
We operate our Service within specific geographic boundaries (the “Service Area”) to be able to adhere to the timely Request of the Consumer. Additions to our Service Area will be communicated to you from time to time via email and/or via the Retailer Dashboard.
Your fulfilment location (your “Store”) (along with the Order Contents) and the Consumer participating in the Service must be located within the same Service area as each other. This is to ensure that we can reach the Consumer in a timely manner.
If a Consumer, the Order Contents or a Store is located outside a Service area, we do not offer our Service.
5.1.2. Operational Hours
Our operating hours will vary depending on local trading conditions and the availability of your Stores’ operating hours, of which we rely on.
You agree that you will keep your Stores’ operational times current via the Retailer Dashboard or through the website provided to your Store (the "Store Portal”), including promptly updating your Stores’ operating times during public holidays and special events.
Requests made outside of your Store's operational hours will be made available via a scheduling process.
5.1.3. Product Availability
Our Service is only made available to orders containing products that are accessible from your Store’s location within our Service Area. Therefore, you agree to keep your product inventory levels current.
5.2. Order Contents
You may not use the Service to transport:
- goods, products or items that are illegal in the UK or any guns, weapons, living organisms, such as animals, or medical waste; or
- any goods, products or items which you have been notified by us or a Fleet Partner as being prohibited.
You agree that you shall not use the Service to deliver fragile or delicate products, goods or items and, if you do, you only do so at your sole risk. We, or any assigned Fleet Partner, shall not be liable to you for any damage to delicate or fragile products, goods or items and you shall ensure that any such goods, products or items that you do send are appropriately packaged and protected.
You are responsible for preparing (including checking that the products correctly correspond with the order placed by the Consumer) and packaging the order in a form suitable for delivery by a Fleet Partner.
5.3. Timings of a Delivery Request
When the Consumer places an order with you and opts in to participate in our Service, they will have the choice to schedule the delivery from as little as sixty minutes after the Order Contents have been fulfilled within the corresponding Store.
For a scheduled delivery, we will inform you and the Consumer of our estimated collection and delivery time for the Delivery Request. Our Fleet Partners will attempt delivery in a timely manner once the Order has been collected. By participating in the use of our Service, the Consumer agrees to be available and to be present to accept the receipt of the delivery during their scheduled time.
5.4. Timings Of A Return Request
When a Consumer places a Return Request with us, we will present time slots which will only correspond with your Store's opening hours. By participating in the use of our Service, the Consumer agrees to be available and to be present for a Fleet Partner to accept the receipt of the Order Contents within the Return Request during their scheduled time.
6. Delivery and Return Processes
6.1. Performing a Collection
You agree to be available (or someone on your behalf) to hand over the packaged Order Contents to the Fleet Partner(s) or receive the returned Order Contents from the Fleet Partner(s) within fifteen minutes following the Fleet Partner’s arrival at your Store’s location. Failure to do so will cause interruption to the Service to you and your Consumers.
If you or the Consumer fails to provide adequate information relating to the Request, the Order Contents, the Store’s location, the Consumer’s location or any contact details of both you or the Consumer and such failure results in a Fleet Partner being unable to collect and/or deliver the Order Contents from and/or to either you or the Consumer within a reasonable amount of time; we may cancel the delivery.
6.2. Split Orders
If a Fleet Partner cannot carry the Order Contents due to them exceeding their capacity, the Order Contents will be split between multiple Fleet Partners to complete the Request. In the event of this occurrence, you agree to contact us immediately via email or through the Store Portal so that we can dispatch additional Fleet Partners in a timely manner; each additional Fleet Partner be treated as an additional order with the regular Fee Schedule applied.
6.3. Consumer Arrival
Unfortunately, despite our best efforts, things do not always go to plan and factors such as traffic, weather conditions or events outside of our control (“Force Majeure”) may prevent us from arriving at the Consumer’s location on time.
If the Fleet Partner is more than fifteen minutes late, and we haven’t notified you or the Consumer, we will work with you to make things right unless you or the Consumer have caused the delay (e.g. because information relating to the Request was incorrect or the Consumer did not come to the door).
By participating in the use of our Service, the Consumer agrees to accept a delivery to prevent a failed delivery attempt. Under the rare circumstances of a failed delivery attempt, which include and are not limited to:
- a Consumer failing to be present at the delivery location within fifteen minutes after the arrival of a Fleet Partner;
- a Consumer failing to accept any means of communication made by us or the Fleet Partner; or
- a Consumer unwilling to take possession of the Order Contents
we shall initiate our failed delivery steps as follows:
- Authorise the Fleet Partner to return the Order Contents back to the Store’s location; and
- notify you and the Consumer that we have made reasonable efforts to make communication with the Consumer and have attempted the delivery and to arrange another attempt with the Consumer.
We will attempt delivery at the location provided to us in the Request.
7. Cancelling a Request
A Consumer may only cancel or reschedule a Request through the sites provided to them. If a Request is cancelled or rescheduled once it has been accepted by us, then the following shall apply:
- if a Fleet Partner has not yet been assigned, the Request may be cancelled or rescheduled;
- if a Fleet Partner has already been assigned, we cannot cancel or reschedule a Request.
The Fleet Partner may cancel a Request for any reason, whether through their Application or by requesting cancellation from us. If so requested, we will give effect to the cancellation on the Fleet Partner's behalf.
If a Fleet Partner cancels any Request, we will reassign an appropriate Fleet Partner in a timely manner. If reassignment is not possible, we shall then seek the most appropriate solution, in collaboration with the Consumer.
If a Fleet Partner cancels a Request due to a Force Majeure event entailing the destruction of the Order Contents or damage preventing a successful delivery, the assigned Fleet Partner(s) shall contact us in order to implement a resolution, including and not limited to relevant insurances.
For the avoidance of doubt, we shall play no part in the decision by a Fleet Partner to cancel a Request.
8. Warranties
8.1. Your Warranties To Us
You warrant:
- that you will not use the Service for any illegal purpose or in any way that interrupts, damages or impairs the Service;
- not to use the Service to deliver any item that is dangerous, illegal or intended only to annoy or abuse other users or third parties (including us or our Fleet Partners);
- to comply with any Terms that apply between you, Consumers and the Fleet Partner (as may be notified to you);
- not to use the Service to transmit any viruses (or similar malicious code) or any material that is infringing, obscene, defamatory, threatening or unlawful or that may harm us or any third party;
- to indemnify and defend us fully against any claims or legal proceedings brought against us by any third party (including Consumers) as a result of your breach of these Terms;
- to keep your Account username and password secure at all times and not to disclose your Account username or password to any other person.
You further warrant that you will perform your obligations under these Terms, including preparation and packaging of Order Contents for delivery, with due care and skill, and in accordance with industry standards.
We warrant that we will perform our obligations under these Terms with due care and skill and in accordance with industry standards.
8.2. Our Warranties To You
We warrant:
- that all Fleet Partners are subject to a full background check (including and not limited to the right to work, identity checks, criminal record checks and DVLA checks);
- that all Fleet Partners will hold a public liability insurance policy (£2,000,000 minimum per claim);
- that all Order Contents transported by a Fleet Partner are covered in a goods in transit policy (£1,000 minimum per claim).
9. Liabilities
9.1. Disclaimer
Our Service is provided “as is” and “as available”. We disclaim all representations and warranties, express, implied or statutory, not expressly set out in these Terms, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
In addition, we make no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability or availability of our Service or any Order Contents requested through the use of the Service, or that our Services will be uninterrupted or error-free.
We do not guarantee the quality, suitability, safety or ability of third-party providers. You agree that the entire risk arising out of your use of our Service, and any service or good requested in connection therewith, remains solely with you, to the maximum extent permitted under applicable law.
9.2. Order Contents Liabilities
Subject to Section 8.4 our total aggregate liability in relation to loss, destruction or damage to the Order Contents caused by any reason whatsoever including by our breach of contract, tort or negligence or that of a Fleet Partner is limited to the cash value of the Order Contents but shall in no event exceed £1,000.
If you consider that the potential loss or any other damage to you caused by the loss, destruction or damage of all (or part) of a single delivery of Order Contents would exceed this amount then you must arrange separate cover of insurance to cover such potential loss.
9.3. Terms Liabilities
Subject to Section 9.4, our total aggregate liability under or in connection with these Terms, whether in contract, tort (including negligence), statute or otherwise for loss or damage not limited by Section 9.2, is limited to the greater of the total Fees paid or payable to us in the 1 month preceding the event giving rise to the liability.
9.4. Economic Loss
Neither party is liable to the other for any economic losses (including loss of revenues, profits, contracts, business or anticipated savings) or any special, indirect or consequential losses of any nature, whether or not such losses were known to the parties at the effective date.
9.5 Death And Injury.
Nothing in these Terms shall limit either party’s liability for death or personal injury caused by their negligence, fraud or any other statutory or other liability which cannot be excluded or limited by law.
We are not responsible and shall have no liability to you for:
- the behaviour, actions or omissions of any Consumer or any Fleet Partner;
- the actions or omissions of other Retail Partners using the Service;
- the quality or fitness for purpose of any of the Order Contents;
- losses, damage, costs or expenses not caused by our breach of these Terms; or
- any harm, loss or damage suffered by you or anyone else (including and not limited to Consumers) if the Service is interrupted, suspended or otherwise not provided to you or if we do not comply with these Terms because of events beyond our control (for example, industrial disputes, technical difficulties, failure of or delays in communications networks, acts of terrorism or power failure).
10. Intellectual Property Rights
We (or our licensors) retain ownership of the Service and its associated Intellectual Property Rights (including those in our websites and applications). We grant you a non-exclusive, non-transferable right to use the Service’s features solely for your own personal, non-commercial purposes, subject to these Terms. All rights we do not grant to you specifically in these Terms are reserved by us.
You agree that you shall not copy, decompile, reverse engineer or otherwise derive or attempt to derive source code from the Service (including our websites or applications) except as is permitted by the Copyright Designs and Patents Act 1988 (as amended) where such actions cannot be prohibited because they are essential for the purpose of achieving interoperability of the Service with another software program, and provided that the information obtained by you during such activities:
- is used only for the purpose of achieving interoperability of the Service with another software program;
- is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
- is not used to create any software or service that is substantially similar to the Service.
You further warrant that you will perform your obligations under these Terms, including preparation and packaging of Order Contents for delivery, with due care and skill, and in accordance with industry standards.
We warrant that we will perform our obligations under these Terms with due care and skill and in accordance with industry standards.
11. Data Protection
In this Section, “data controller”, “process”, “data processor”, “data subject” and “personal data” shall have the meaning given in the General Data Protection Regulation (GDPR).
We both (you and us) acknowledge and agree to be the data controller of personal data where a Consumer is a data subject (“Consumer Data”).
- is used only for the purpose of achieving interoperability of the Service with another software program;
- is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
- is not used to create any software or service that is substantially similar to the Service.
We both (you and us) will ensure that it complies with Data Protection Law applicable to it in full whenever Consumer Data is processed by them or on their behalf by a data processor.
You will ensure that a clear and unambiguous notice which is compliant with Data Protection Law is displayed to Consumers or potential Consumers which states that you may use us to fulfil orders and that we may, therefore, receive and process Consumer Data.
For information on how we use personal data, please see our Privacy Policy.
12. Third-Party Services
You confirm that you understand and agree that:
- we are a software company and operate the Service only – we do not provide courier or logistics services, and we are not a goods carrier;
- it is up to the Fleet Partner to perform any courier services requested via the Service; and
- we solely provide information and enable you to request those third-party courier services, but we do not provide courier services ourselves or act in any way as a courier.
You agree that we have no responsibility or liability for the acts or omissions of a Fleet Partner unless expressly set out in these Terms.
We do not endorse or take any responsibility for statements, advertisements or any content whatsoever transmitted through, or linked to from, the Service by other Retail Partners or third-party service providers (including Fleet Partners).
13. Co-Marketing
At our request, you agree to participate in other reasonable marketing activities that promote the benefits of the Service to other potential Retail Partners and to use your name(s) and logo(s) on our websites or applications and in our promotional materials.
You agree that we may disclose you as our customer.
14. General.
Unless these Terms expressly state otherwise, all notices under these Terms shall
You agree that we may disclose you as our customer.
- for any notices to be served on us by you, be emailed to [email protected] or be given in writing and delivered or posted to 27 Old Gloucester Street, London, WC1N 3AX, United Kingdom; or
- for notices to be served on you by us, be emailed or be given in writing and delivered or posted to the email address or postal address specified by you in the Retailer Dashboard (as applicable).
We can assign, sub-contract and/or otherwise transfer any or all of our rights and/or obligations under these Terms to any company, firm or person. You may not subcontract, assign, novate or otherwise deal with your obligations or interests under these Terms without our prior written consent.
The parties shall be independent contractors and nothing in these Terms shall be deemed to constitute a partnership or any employment relationship between the parties.
These Terms shall be governed by the laws of England and Wales and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.